<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
IDEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
IDEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
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[IDEX LOGO]
IDEX CORPORATION
NOTICE AND PROXY STATEMENT
FOR
THE ANNUAL SHAREHOLDERS' MEETING
TO BE HELD
TUESDAY, APRIL 25, 1995
YOUR VOTE IS IMPORTANT
Please mark, date and sign the enclosed proxy card and promptly return it
to the Company in the enclosed envelope.
<PAGE> 3
IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
---------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------------
DEAR IDEX SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of the shareholders
of IDEX Corporation which will be held on Tuesday, April 25, 1995, at Bank of
America Illinois, Shareholders Room, 21st Floor, 231 South LaSalle Street,
Chicago, Illinois 60697. The meeting will begin at 10:00 a.m.
At the meeting, shareholders will (a) elect three directors for a term of
three years, (b) vote on the recommendation of the Board of Directors that
Deloitte & Touche LLP be appointed auditors of the Company for 1995, and (c)
transact such other business as may properly come before the meeting.
Enclosed is a Proxy Statement which provides information concerning the
Company and the Board of Directors' nominees for election as directors. A copy
of the Company's Annual Report which has previously been mailed to shareholders
describes the results of our operations during 1994 and provides other
information about the Company which will be of interest.
The Board of Directors fixed the close of business on February 24, 1995,
as the record date for the determination of shareholders owning the Company's
Common Stock, par value $.01 per share, entitled to notice of and to vote at the
Annual Meeting.
Enclosed is a proxy card which provides you with a convenient means of
voting on the matters to be considered at the meeting whether or not you attend
the meeting in person. All you need do is mark the proxy card to indicate your
vote, sign and date the card, then return it to the Company in the enclosed
envelope as soon as conveniently possible. If you desire to vote to elect each
of the Company's nominees as directors, for the appointment of Deloitte & Touche
LLP as auditors of the Company for 1995, and in the discretion of the proxy
holders as to any other business which may properly come before the meeting, you
need not mark your votes on the proxy card but need only sign and date it and
return it to the Company.
Management sincerely appreciates your support. We hope to see you at the
Annual Meeting.
By order of the Board of Directors,
WAYNE P. SAYATOVIC
Senior Vice President - Finance,
Chief Financial Officer and Secretary
March 16, 1995
Northbrook, Illinois
<PAGE> 4
IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
------------------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 1995
------------------------------------
The Annual Meeting of the shareholders of IDEX Corporation (the "Company"
or "IDEX") will be held on Tuesday, April 25, 1995, at 10:00 a.m. at the
Shareholders Room of Bank of America Illinois, 231 South LaSalle Street,
Chicago, Illinois 60697. At the Annual Meeting, shareholders will (a) elect
three directors for a term of three years, (b) vote on the recommendation of the
Board of Directors that Deloitte & Touche LLP be appointed auditors of the
Company for 1995, and (c) transact such other business as may properly come
before the meeting.
This Proxy Statement has been prepared in connection with the solicitation
by the Company's Board of Directors of proxies for the Annual Meeting and
provides information concerning the persons nominated by the Board of Directors
for election as directors and the other matters to be voted upon, as well as
other information relevant to the Annual Meeting. The Company commenced
distribution of this Proxy Statement and the materials which accompany it on
March 16, 1995.
The record of shareholders entitled to notice of and to vote at the Annual
Meeting was taken as of the close of business on February 24, 1995 (the "record
date"), and each shareholder will be entitled to vote at the meeting any shares
of IDEX Common Stock, par value $.01 per share ("Common Stock"), held of record
at the record date.
Each shareholder of record is requested to complete, date and sign the
accompanying proxy card and return it promptly to the Company in the enclosed
envelope. The proxy card lists each person nominated by the Board of Directors
for election as director and provides space to vote on the appointment of
outside auditors. Proxies duly executed and received at or prior to the meeting
will be voted in accordance with shareholders' instructions. If no instructions
are given, proxies will be voted to elect each of the Company's nominees as
directors and in favor of the appointment of Deloitte & Touche LLP as auditors
of the Company and in the discretion of the proxy holders as to any other
business which may properly come before the meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated
by the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
On December 12, 1994 the Company's Board of Directors authorized a
three-for-two common stock split effected in the form of a 50% stock dividend
payable on January 31, 1995 to shareholders of record on
1
<PAGE> 5
January 17, 1995. All references in this proxy statement to number of shares,
per share amounts, and market prices of the Company's common stock have been
adjusted to reflect the split.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation, as amended, provides
for a three-class Board, with one class being elected each year for a term of
three years. The Board of Directors currently consists of nine members, three of
whom are Class I directors whose terms will expire at the 1996 Annual Meeting,
three of whom are Class II directors whose terms will expire at the 1997 Annual
Meeting and three of whom are Class III directors whose terms will expire at
this year's Annual Meeting.
The Company's Board of Directors has nominated three persons for election
as Class III directors to serve for a three-year term expiring in 1998, upon the
election and qualification of their successors. The three nominees of the Board
of Directors are Paul E. Raether, Clifton S. Robbins and Neil A. Springer, each
of whom is currently serving as a director of the Company.
If for any reason any of the nominees for Class III directorships is
unavailable to serve, proxies solicited hereby may be voted for a substitute.
The Board, however, expects all of the nominees to be available.
The nominees and the directors whose terms of office continue after this
year's Annual Meeting are listed below with brief statements setting forth their
present principal occupations and other information, including directorships in
other public companies.
The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting, and entitled to vote, is required for election of
the nominees.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE THREE NOMINEES IN CLASS III IDENTIFIED BELOW.
NOMINEES FOR DIRECTORSHIPS
CLASS III: NOMINEES FOR 3 YEAR TERM
PAUL E. RAETHER Director since 1988
General Partner Age 48
Kohlberg Kravis Roberts & Co.
Mr. Raether was elected director of IDEX on January 22, 1988. Mr. Raether
has been a general partner of the investment banking firm of Kohlberg Kravis
Roberts & Co. ("KKR") and KKR Associates since prior to 1990. Mr. Raether is a
director of Duracell International, Inc., Fred Meyer, Inc., RJR Nabisco Holdings
Corp., RJR Nabisco, Inc., The Stop & Shop Companies, Inc., Flagstar Companies,
Inc. and Flagstar Corporation.
CLIFTON S. ROBBINS Director since 1987
General Partner Age 37
Kohlberg Kravis Roberts & Co.
Mr. Robbins has been a director of IDEX since its organization in
September 1987. He has been a general partner of KKR and of KKR Associates since
December 1994. From prior to 1990 to December 1994 he
2
<PAGE> 6
was an executive of KKR and a limited partner of KKR Associates. Mr. Robbins is
a director of RJR Nabisco Holdings Corp., RJR Nabisco, Inc., The Stop & Shop
Companies, Inc., Flagstar Companies, Inc., Flagstar Corporation and Borden, Inc.
Mr. Robbins is a member of the Compensation Committee and the Executive
Committee of the Board of Directors.
NEIL A. SPRINGER Director since 1990
Managing Director Age 56
Springer Souder & Associates, L.L.C.
Mr. Springer was appointed director of IDEX by the Board on February 27,
1990. He has been Managing Director of Springer Souder & Associates, L.L.C.
since June 1994. From September 1992 to June 1994 he was Senior Vice President
of Slayton International, Inc. and from August 1991 to August 1992 he was
President-Central Region of Alexander Proudfoot Company. Previously, he was the
President and Chief Operating Officer of Navistar International Corp. from April
1990 through October 1990 and from prior to 1990 to March 1990 he was the
Chairman, President and Chief Executive Officer of Navistar International
Transportation Corp. (a wholly-owned subsidiary of Navistar International
Corp.). Mr. Springer is a director of Century Companies of America, TNT
Freightways Corporation, Dorsey Trailer, Inc. and CUNA Mutual Insurance Group.
Mr. Springer is the chairman of the Audit Committee and a member of the
Compensation Committee of the Board of Directors.
OTHER INCUMBENT DIRECTORS
-----------------------------
CLASS I: TERM EXPIRES IN 1996
DONALD N. BOYCE Director since 1988
Chairman of the Board, President Age 56
and Chief Executive Officer
IDEX Corporation
Mr. Boyce was elected Chairman of the Board, President and Chief Executive
Officer of IDEX on January 22, 1988, the date of the Company's acquisition of
its six original operating subsidiaries from Houdaille Industries, Inc.
("Houdaille"). Previously, he served as Chairman of the Board, President and
Chief Executive Officer of Houdaille. In total, Mr. Boyce has 25 years of
experience with IDEX and Houdaille. Mr. Boyce is the Chairman of the Executive
Committee and a member of the Pension and Retirement Committee.
RICHARD E. HEATH Director since 1989
Senior Partner Age 64
Hodgson, Russ, Andrews, Woods & Goodyear
Mr. Heath was appointed director of IDEX by the Board on April 19, 1989,
effective June 9, 1989. Mr. Heath has been a senior partner of the law firm
Hodgson, Russ, Andrews, Woods & Goodyear since prior to 1990.
3
<PAGE> 7
HENRY R. KRAVIS Director since 1988
General Partner Age 51
Kohlberg Kravis Roberts & Co.
Mr. Kravis was elected director of IDEX on January 22, 1988. Mr. Kravis
has been a general partner of KKR since its organization in 1976 and is a
general partner of KKR Associates. Mr. Kravis is a director of American Re
Corporation, Auto Zone, Inc., Duracell International, Inc., K-III Communications
Corp., Owens-Illinois, Inc., Owens-Illinois Group, Inc., RJR Nabisco Holdings
Corp., RJR Nabisco, Inc., Safeway, Inc., The Stop & Shop Companies, Inc.,
Flagstar Companies, Inc., Flagstar Corporation, Union Texas Petroleum Holdings,
Inc., World Color Press, Inc. and Borden, Inc. Mr. Kravis is a member of the
Compensation Committee of the Board of Directors.
CLASS II: TERM EXPIRES IN 1997
WILLIAM H. LUERS Director since 1989
President Age 65
Metropolitan Museum Of Art
Mr. Luers was appointed a director of IDEX by the Board on May 24, 1989,
effective June 2, 1989. Mr. Luers has been President of The Metropolitan Museum
of Art in New York, New York since prior to 1990. Formerly, he served as
Ambassador to Czechoslovakia and Venezuela. Mr. Luers has written extensively
for newspapers and magazines on the Soviet Union and Eastern Europe, on
East/West relations and on Latin America. He serves on the boards of Transco
Energy Co., Discount Corporation of New York, The Scudder New Europe Fund, Inc.
and The Scudder Global/International Funds, Inc. Mr. Luers is a member of the
Audit Committee of the Board of Directors.
GEORGE R. ROBERTS Director since 1988
General Partner Age 51
Kohlberg Kravis Roberts & Co.
Mr. Roberts was elected director of IDEX on January 22, 1988. He has been
a general partner of KKR since its organization in 1976 and is a general partner
of KKR Associates. Mr. Roberts is a director of American Re Corporation, Auto
Zone, Inc., Duracell International, Inc., K-III Communications Corp.,
Owens-Illinois, Inc., Owens-Illinois Group, Inc., Red Lion Properties, Inc., RJR
Nabisco Holdings Corp., RJR Nabisco, Inc., Safeway, Inc., The Stop & Shop
Companies, Inc., Flagstar Companies, Inc., Flagstar Corporation and Union Texas
Petroleum Holdings, Inc., World Color Press, Inc. and Borden, Inc. Mr. Roberts
and Mr. Kravis are first cousins.
4
<PAGE> 8
MICHAEL T. TOKARZ Director since 1987
General Partner Age 45
Kohlberg Kravis Roberts & Co.
Mr. Tokarz has been a director of IDEX since its organization in September
1987. He has been a general partner of KKR and of KKR Associates since January
1993. From prior to 1990 to January 1993 he was an executive of KKR and a
limited partner of KKR Associates. Mr. Tokarz is a director of K-III
Communications Corp., RJR Nabisco Holdings Corp., RJR Nabisco, Inc., Safeway,
Inc., Flagstar Companies, Inc. and Flagstar Corporation. Mr. Tokarz is the
Chairman of the Compensation Committee and a member of the Executive Committee
of the Board of Directors.
FUNCTIONS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has the ultimate authority for the management of
the Company's business. The Board selects the Company's executive officers,
delegates responsibilities for the conduct of the Company's operations to those
officers, and monitors their performance. The Board of Directors held eight
meetings during 1994.
Important functions of the Board of Directors are performed by committees
comprised of members of the Board. Subject to applicable provisions of the
Company's By-Laws, the Board as a whole appoints the members of each committee
each year at its first meeting following the annual shareholders' meeting. The
Board may, at any time, change the authority or responsibility delegated to any
committee. There are four regularly constituted committees of the Board of
Directors: the Executive Committee, the Audit Committee, the Compensation
Committee and the Pension and Retirement Committee. The Company does not have a
nominating committee or any regularly constituted committee performing the
functions of such a committee.
The Executive Committee is empowered to exercise the authority of the
Board of Directors in the management of the Company between meetings of the
Board of Directors, except that the Executive Committee may not fill vacancies
on the Board, amend the Company's By-Laws or exercise certain other powers
reserved to the Board or delegated to other Board committees. During 1994, the
Executive Committee held seven meetings.
The Audit Committee recommends to the Board of Directors the firm of
independent public accountants to audit the Company's financial statements for
each fiscal year; reviews with the independent auditors the general scope of
this service; reviews the nature and extent of the non-audit services to be
performed by the independent auditors; and consults with management on the
activities of the Company's independent auditors and the Company's system of
internal accounting controls. During 1994, the Audit Committee held two
meetings.
The Compensation Committee makes recommendations to the Board of Directors
with respect to the compensation to be paid and benefits to be provided to
directors, officers and employees of the Company. During 1994, the Compensation
Committee held seven meetings.
The Pension and Retirement Committee makes recommendations to the Board of
Directors with respect to the adoption or amendment of the Company's pension and
retirement plans and reports to the Board with respect to the operation of such
plans. During 1994, the Pension and Retirement Committee held three meetings.
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<PAGE> 9
During 1994, each member of the Board of Directors attended more than 75%
of the aggregate number of meetings of the Board of Directors and of committees
of the Board of which he was a member, except for Messrs. Kravis, Raether and
Roberts.
CERTAIN INTERESTS
LEGAL FEES. Mr. Heath is a senior partner of the law firm of Hodgson,
Russ, Andrews, Woods & Goodyear. Such firm is counsel to the Company on certain
matters.
6
<PAGE> 10
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
In August 1994 Frank J. Hansen was appointed to the position of Senior
Vice President-Operations and Chief Operating Officer and Wayne P. Sayatovic was
appointed to Senior Vice President-Finance, Chief Financial Officer and
Secretary. Previously, Mr. Hansen was Vice President-Group Executive and
President, Viking Pump and Mr. Sayatovic was Vice President-Finance. Also at
that time the Company appointed Mark W. Baker to the position of Vice
President-Group Executive. Mr. Baker has responsibility for the Corken,
Lubriquip and Warren Rupp business units and continues to serve as President of
Lubriquip.
Non-management directors of the Company receive an annual fee for their
services of $30,000. The total compensation paid to the Company's five highest
paid executive officers for services rendered to the Company in 1994, 1993 and
1992 is summarized as follows:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) -------------------------------------
------------------------------ SHARES
OTHER RESTRICTED UNDERLYING LONG-TERM
ANNUAL STOCK OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMP.(2) AWARDS GRANTED(3) PAYOUTS COMPENSATION(4)
- -------------------------------- ---- -------- -------- -------- ---------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald N. Boyce................. 1994 $375,000 $450,000 $0 $0 42,900 $ 0 $ 3,372
Chairman of the Board, 1993 360,000 364,300 0 0 55,800 0 2,698
President
and Chief Executive Officer 1992 345,000 303,600 0 0 140,501 0 2,618
Frank J. Hansen(5).............. 1994 168,700 156,300 0 0 22,050 0 3,372
Senior Vice 1993 150,000 117,600 0 0 21,000 0 2,698
President-Operations
and Chief Operating Officer
Wayne P. Sayatovic.............. 1994 166,000 154,400 0 0 18,000 0 3,372
Senior Vice President-Finance, 1993 159,000 124,700 0 0 22,500 0 2,698
Chief Financial Officer 1992 150,000 102,300 0 0 47,597 0 2,618
and Secretary
Wade H. Roberts, Jr.(5)......... 1994 155,200 123,400 0 0 15,300 0 3,372
Vice President-Group Executive 1993 140,000 105,300 0 0 18,000 0 2,698
and President, Hale
Jerry N. Derck(6)............... 1994 142,000 121,400 0 0 11,700 0 3,372
Vice President-Human Resources 1993 135,000 97,400 0 0 14,400 0 1,823
1992 19,286 30,000 0 0 15,000 0 0
</TABLE>
- ---------------
(1) Includes amounts earned in fiscal year, whether or not deferred.
(2) The value of perquisites provided to these individuals did not exceed the
lesser of $50,000 or 10% of base salary plus bonus.
(3) The options granted have been adjusted to reflect the three-for-two stock
split effected in January 1995. Options granted in 1992 were issued in
exchange for equity appreciation rights which had been granted upon
formation of the Company in January, 1988. The option exercise price was set
at the same floor price as the equity appreciation rights, and the
individuals received no incremental benefit from this exchange. Hence, the
options granted in 1992 did not represent compensation to such officers.
(4) Company matching contributions to Savings Plan individual accounts.
(5) Messrs. Hansen and Roberts were appointed executive officers of the Company
in January 1993.
(6) Mr. Derck joined the Company in November 1992.
7
<PAGE> 11
OPTION GRANTS IN 1994
The following tables set forth certain information with respect to options
granted to the Company's five highest paid executive officers in 1994.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
---------------------------------------------------------
NUMBER OF RATES OF STOCK PRICE
SHARES % OF TOTAL APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED TERM
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
- ---------------------------------------- --------- --------------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Donald N. Boyce......................... 27,900 9.9% $24.42 4/27/04 $ 429,723 $ 1,091,431
15,000 5.3% 26.42 8/23/04 249,975 634,955
Frank J. Hansen......................... 12,900 4.6% 24.42 4/27/04 198,689 504,640
9,150 3.2% 26.42 8/23/04 152,485 387,322
Wayne P. Sayatovic...................... 11,250 4.0% 24.42 4/27/04 173,276 440,093
6,750 2.4% 26.42 8/23/04 112,489 285,730
Wade H. Roberts, Jr. ................... 9,000 3.2% 24.42 4/27/04 138,620 352,074
6,300 2.2% 26.42 8/23/04 104,989 266,681
Jerry N. Derck.......................... 7,200 2.5% 24.42 4/27/04 110,896 281,660
4,500 1.6% 26.42 8/23/04 74,992 190,486
</TABLE>
OPTION EXERCISES AND YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END YEAR END(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald N. Boyce.................... 0 $0 151,661 87,540 $4,051,267 $ 558,675
Frank J. Hansen.................... 0 0 10,103 38,850 170,103 225,388
Wayne P. Sayatovic................. 0 0 52,097 36,000 1,379,317 226,500
Wade H. Roberts, Jr. .............. 0 0 3,600 44,700 34,500 488,475
Jerry N. Derck..................... 0 0 2,880 38,220 27,600 377,075
</TABLE>
- ---------------
(1) Calculated using closing stock price on December 31, 1994 of $28.13.
8
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The four-member Compensation Committee is comprised entirely of
non-employee directors: Henry R. Kravis, Clifton S. Robbins, Neil A. Springer
and Michael T. Tokarz. Messrs. Kravis, Robbins and Tokarz are general partners
of KKR, which provides management, consulting and financial services to IDEX and
its subsidiaries. The fees paid to KKR for such services rendered in 1994
totaled $300,000. Such services include, but are not necessarily limited to,
advice and assistance concerning any and all aspects of the operation, planning
and financing of IDEX and its subsidiaries, as needed from time to time.
COMPENSATION COMMITTEE REPORT
The Compensation Committee ("the Committee") of the Board of Directors of
IDEX Corporation reviews and approves base salary, annual management incentive
compensation, and long-term incentive awards for all corporate officers and
business unit presidents, with the objective of attracting and retaining
individuals of the necessary quality and stature to operate the business.
The Committee considers individual contributions, performance against
strategic goals and directions, and industry-wide pay practices in determining
the levels of base compensation for key executives. In addition, key executives
participate in the annual Management Incentive Compensation Plan, described
below, and they receive awards under the Company's long-term incentive plan
which takes the form of a stock option plan tied directly to the market value of
the Company's stock (the "Officer Option Plan").
The Management Incentive Compensation Plan, in which key executives
participate, provides for payment of annual bonuses based upon performance of
the business units of the Company. Individual target bonus percentages are based
on base salaries and levels of responsibility. Actual awards are set as a
percentage of target based upon meeting certain quantitative performance
criteria set each year in connection with the annual business planning process
and rankings assigned to certain qualitative criteria measuring performance
against long-term objectives. The quantitative and qualitative components of the
plan each receive a 50% weighting in determining the total bonus. Actual payouts
under the plan since IDEX was formed in 1988 have ranged from 60% of target to
160% of target. The Committee believes that this plan is properly leveraged
relative to performance of the Company and its business units, and that the
Company's performance has been excellent relative to its peer group. This
performance differential is seen in the Company's operating profit margins, cash
flow generation capabilities, disciplined acquisition program, and stock market
performance, among other factors.
The Committee believes that both the annual bonus plan and the long-term
incentive plan align the interests of management with the shareholders and focus
the attention of management on the long-term success of the Company. A
significant portion of the executives' compensation is at risk, based on the
financial performance of the Company and the value of the Company's stock in the
marketplace.
Compensation of the Company's Chief Executive Officer, Donald N. Boyce, is
set annually by the Compensation Committee based on Company performance, his
performance, and prevailing market conditions, and is then approved by the Board
of Directors. Mr. Boyce has a large personal stake in the Company through the
ownership by himself, his wife, certain family trusts, and a family foundation
of 342,441 shares of Common Stock of the Company. He also has options to acquire
an additional 239,201 shares of Common Stock. With this sizeable ownership
position, a very large percentage of Mr. Boyce's personal net worth is tied
directly to IDEX's performance.
9
<PAGE> 13
Annual bonuses paid to Mr. Boyce are based on IDEX's performance and are
made under the same Management Incentive Compensation Plan used for all other
Company executives. Mr. Boyce's target level of bonus has been set at 80% of his
base pay, and his actual bonus as a percent of target is generally set at the
average percentage of target paid to the other plan participants at the various
business units. For the year 1994, Mr. Boyce and the other senior executives at
the corporate level received bonuses ranging from 132% to 156% of the target
amount, which in Mr. Boyce's case was 120% of his base pay. His actual bonuses
are comparable to those earned by his peers for comparable performance.
Section 162(m) of the Internal Revenue Code limits to $1 million in a
taxable year the deduction publicly held companies may claim for compensation
paid to executive officers, unless certain requirements are met. The Committee
has reviewed this provision and has concluded that the Company is not impacted
by Section 162(m) because compensation paid to any executive officer does not
exceed $1 million. Accordingly, no changes to any of the compensation plans are
contemplated at this time.
Michael T. Tokarz, Chairman
Henry R. Kravis
Clifton S. Robbins
Neil A. Springer
10
<PAGE> 14
COMMON STOCK PERFORMANCE
The following table compares total shareholder returns over the last five
fiscal years to the Standard & Poor 500 Index and the Standard & Poor
Manufacturing-Diversified Industrials Index assuming the value of investment in
IDEX Common Stock and each index was $100 on December 31, 1989. Total return
values for the S&P 500 and S&P Manufacturing-Diversified Industrials were
calculated on cumulative total return values assuming reinvestment of dividends.
The five year total return for IDEX Common Stock exceeded the S&P 500 and the
S&P Manufacturing-Diversified Industrials by 65% and 51%, respectively. The
stockholder return shown on the graph below is not necessarily indicative of
future performance.
TOTAL SHAREHOLDER RETURNS
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P 500 IN- MANU-DIVER-
(FISCAL YEAR COVERED) DEX SIFIED INDLS IDEX CORP
<S> <C> <C> <C>
12/89 100.00 100.00 100.00
12/90 96.90 99.13 62.96
12/91 126.42 121.51 99.26
12/92 136.05 131.71 140.74
12/93 149.76 159.89 211.85
12/94 151.74 165.51 250.37
</TABLE>
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Boyce,
Hansen, Sayatovic and Derck.
Mr. Boyce is currently serving as Chairman of the Board, President and
Chief Executive Officer of IDEX under an employment agreement, as amended, with
IDEX which became effective upon the termination of his employment with
Houdaille on August 31, 1988. Such agreement provided for an initial term which
ended January 22, 1993 plus successive twelve-month periods thereafter. His
annual base salary in 1995 is $400,000 subject to annual review and adjustment.
If Mr. Boyce becomes disabled or dies during the period of his full time
employment, he, his wife, if she survives him, or if she does not survive him,
his estate, will receive his base salary as then in effect for a period of
eighteen months commencing on the first day of the month immediately following
11
<PAGE> 15
the date of his disability or death, a full year's bonus at no less than his
target amount and accrued vacation pay. In addition, if Mr. Boyce becomes
disabled and ceases to be employed by IDEX he shall be entitled to receive an
eighteen month continuance of fringe benefits. If Mr. Boyce's employment is
terminated or he resigns, he will receive continuing salary payments and fringe
benefits for a period of twenty-four months. Such payments, which are in
addition to any other death benefits, will continue to be paid to Mr. Boyce's
wife, if she survives, or his estate, if he dies before the payments are
complete. In addition, at such time as Mr. Boyce ceases to be employed by IDEX,
he will receive a lump sum payment of $20,000 for each twelve month period or
portion thereof that he has been employed by IDEX up to a maximum of $240,000.
The employment agreements with Messrs. Hansen, Sayatovic and Derck each
provide for an initial three year term (during which the Company could terminate
the agreement) plus successive twelve-month periods thereafter. The annual base
salary, subject to annual review and adjustment, in 1995 is $191,000, $180,000
and $149,000 for Messrs. Hansen, Sayatovic and Derck, respectively. In the event
of termination by the Company, the executive will be entitled to continuing
salary payments and fringe benefits for twenty-four months. Such payments will
continue to the executive's wife, if she survives, or his estate, if he dies
before the payments are complete. In addition, the agreement provides that in
the event the executive dies during his full-time employment, his wife, if she
survives him, or if she does not, his estate, will be entitled to a death
benefit equal to his base salary for a continuing period of nine months.
When Mr. Boyce ceases to be employed by IDEX he will be entitled to
receive a supplemental retirement benefit for three years (subject to an annual
cost of living adjustment) equal to 40% of his maximum annual base salary in
effect at any time during the term of his employment agreement, such payments to
commence after all other salary continuation payments have been paid and to be
reduced by the amount of the lump sum benefit described above. He will also be
entitled to receive a supplement retirement benefit equal to 20% of his maximum
annual base salary for the remainder of his life (subject to an annual cost of
living adjustment) commencing upon completion of payment of the 40% benefit. The
supplemental retirement benefit referred to in the two preceding sentences may,
under certain circumstance on Mr. Boyce's death, be paid to his spouse in the
form of an actuarially equivalent joint and 50% surviving spouse annuity. If
payments under either or both of the supplemental retirement provisions commence
prior to Mr. Boyce attaining age 59, the payments are to be actuarially adjusted
such that the present value of such payments at that time is equivalent to the
present value of such payments as if such payments commenced at age 59.
The agreement between Mr. Boyce and IDEX provides for reimbursement of all
medical, hospitalization, dental and similar benefits and expenses for himself
and his wife and dependents continuing for the longer of his life or his wife's
life. The employment agreements with Messrs. Hansen, Sayatovic and Derck provide
for reimbursement of all medical, hospitalization, dental and similar benefits
and expenses for him, his wife and dependents during the term of his employment
with IDEX and for the longer of his life or his wife's life, if he remains
employed by IDEX until his 59th birthday, if he becomes disabled while employed
by IDEX, or he is terminated at any time following an acquisition of IDEX, as
defined in the employment agreement. The executive's reimbursements for medical
expenses will be reduced, until he attains age 55, to the extent reimbursement
is available from other programs sponsored by subsequent employers, if any,
should the executive be terminated prior to age 55 following an acquisition of
IDEX.
Bonuses provided for in the employment agreements will be calculated by
the Board of Directors. However, Mr. Boyce's target bonus must equal at least
80% of his base salary as of the end of the fiscal period for which the bonus is
calculated. Messrs. Hansen, Sayatovic and Derck each will receive a bonus of not
less than his target amount for the entire year in the event his employment is
terminated by the Company or by death or
12
<PAGE> 16
disability. Mr. Boyce will receive a bonus of not less than his target amount
for the entire year during which his employment with IDEX ceases.
Each employment agreement also provides for payment of the 20% golden
parachute excise tax, increased for taxes due on the payment, in the event that
the Internal Revenue Service determines any such taxes to be payable due to a
change in control. Also, pursuant to the agreements, each executive will be
entitled to receive a guarantee of his pension benefits under the IDEX
Corporation Retirement Plan described below under "Pension and Retirement
Plans," without regard to the limitations on the maximum benefits that may be
paid under that plan under certain provisions of the Internal Revenue Code of
1986, as amended.
PENSION AND RETIREMENT PLANS
Most salaried employees of IDEX, including the executive officers and
certain hourly employees, are covered under the IDEX Corporation Retirement Plan
(the "IDEX Plan"). IDEX and the other sponsoring subsidiaries are required to
make an annual contribution to the IDEX Plan in such amounts as are actuarially
required to fund the benefits of the participants. The IDEX Plan is an ongoing
"career average" plan that provides a level of benefit times a participant's
compensation for a year, historically with periodic updates to average
compensation over a fixed five-year period. Under the IDEX Plan, participants
are entitled to receive an annual benefit on retirement equal to the sum of the
benefit earned through 1992 using the five year average compensation of the
participant through 1992 plus the benefit earned under the current formula for
each year of employment after 1992. For each year of participation prior to
1993, a participant earns a benefit equal to 1.25% of the first $16,800 of such
average compensation through 1992 and 1.65% of such compensation in excess of
$16,800. Beginning with January 1, 1993, the benefit earned equals the sum of
1.6% of the first $16,800 of each year's total compensation plus 2.0% for such
compensation in excess of $16,800 for each full year of service credited after
1992 under the IDEX Plan. As required by law, compensation counted for purposes
of determining this benefit is limited to $235,840 through 1993, and $150,000
per year beginning in 1994. For all participants in the IDEX Plan, the normal
form of retirement benefit is payable in the form of a life annuity with five
years of payments guaranteed. Other optional forms of benefits are available.
As of December 31, 1994, the total accrued monthly benefit under the IDEX
Plan for Messrs. Boyce, Hansen, Sayatovic, Roberts and Derck was $2,194, $3,887,
$2,666, $1,138 and $545, respectively. Assuming projected earnings in 1995 of
$850,000, $347,300, $334,400, $291,400 and $270,400 for Messrs. Boyce, Hansen,
Sayatovic, Roberts and Derck, respectively, and that such earnings remain level
until each person reaches age 65, the projected monthly benefit for Messrs.
Boyce, Hansen, Sayatovic, Roberts and Derck under this Plan would be $4,251,
$6,747, $6,618, $5,232 and $4,721, respectively, upon retirement at age 65.
Pursuant to the Company's Supplemental Executive Retirement Plan (the
"SERP"), employees of the Company are entitled to retirement benefits to
compensate for any reduction in benefits under the IDEX Plan arising from the
maximum benefit limitations under Sections 401 and 415 of the Internal Revenue
Code of 1986, as amended. Based on the above assumptions, the projected monthly
benefit at age 65 for Messrs. Boyce, Hansen, Sayatovic, Roberts and Derck under
the Company's SERP would be $19,829, $4,075, $5,245, $4,132 and $3,577,
respectively.
IDEX CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Under the IDEX Corporation Stock Option Plan for Outside Directors (the
"Plan") non-qualified stock options ("Options") are granted to directors of the
Company who are not (i) full-time employees of the
13
<PAGE> 17
Company or its subsidiaries or (ii) partners or full-time employees of either
KKR or KKR Associates (any such director being an "Outside Director") to
purchase, in the aggregate, up to 225,000 shares of Common Stock. If any Option
expires or is canceled without having been fully exercised, the shares covered
thereby may be subject to the grant of new Options.
In the year ended December 31, 1994, each of Messrs. Heath, Luers and
Springer received an Option to purchase 3,000 shares of Common Stock. In
addition, on January 1, 1995, Messrs. Heath, Luers and Springer each received an
Option to purchase 3,000 shares of Common Stock and, on each January 1
hereafter, for so long as they continue to serve as directors of the Company and
the Plan remains effective, will receive additional options for 3,000 shares of
Common Stock. For so long as the Plan remains effective, any person who becomes
an Outside Director will receive an Option to purchase 4,500 shares of Common
Stock upon his or her appointment as director and will receive an additional
Option for 3,000 shares of Common Stock on each January 1 thereafter. The per
share purchase price is specified in each Option and is equal to the fair market
value of a share of Common Stock on the date the Option is granted, as
determined under the Plan. The per share purchase price under the Options
granted to Messrs. Heath, Luers and Springer on January 1, 1994 and January 1,
1995 was $23.23 and $27.23, respectively. The per share closing market price of
the Common Stock on January 1, 1994 and on January 1, 1995 was $23.83 and
$28.17, respectively. The Option price is based on the average closing price per
share of Common Stock on the New York Stock Exchange during the 30 day period
immediately preceding the date the Option is granted. Upon exercise of any
Option, the purchase price of Common Stock must be paid in full in cash or
shares of Common Stock as provided in the Plan.
No Option may be granted during any period of suspension of the Plan, and
in no event may any Option be granted under the Plan after February 26, 2000.
14
<PAGE> 18
PRINCIPAL SHAREHOLDERS
The following table furnishes information, as of January 31, 1995, with
respect to the shares of Common Stock beneficially owned by (i) all directors,
(ii) the officers named in the Summary Compensation Table, (iii) all directors
and officers of IDEX as a group, and (iv) any person owning beneficially more
than five percent of the outstanding shares of Common Stock of the Company.
Except as indicated by the notes to the following table the holders listed below
have sole voting power and investment power over the shares beneficially held by
them. An * indicates ownership of less than 1 percent of the outstanding Common
Stock.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENT OF CLASS
- ----------------------------------- ---------------- ----------------
<S> <C> <C>
KKR Associates(1) 5,835,729 29.9
9 West 57th Street
New York, NY 10018
Henry R. Kravis
Paul E. Raether
George R. Roberts
Clifton S. Robbins
Michael T. Tokarz
Mario J. Gabelli(2) 2,740,298 14.1
GAMCO Investors, Inc.
Gabelli Funds, Inc.
One Corporate Center
Rye, New York 10580
Donald N. Boyce(3) 494,102 2.5
630 Dundee Road
Northbrook, IL 60062
Richard E. Heath(4)(5) 18,300 *
One M&T Plaza--Suite 1800
Buffalo, NY 14203
William H. Luers(5) 13,800 *
Fifth Avenue at 82nd Street
New York, NY 10028
Clifton S. Robbins(1) 22,500 *
9 West 57th Street
New York, NY 10018
Neil A. Springer(5) 13,500 *
10 South Wacker
Chicago, IL 60606
Michael T. Tokarz(1) 30,000 *
9 West 57th Street
New York, NY 10018
</TABLE>
15
<PAGE> 19
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENT OF CLASS
- ----------------------------------- ---------------- ----------------
<S> <C> <C>
Jerry N. Derck(6) 4,605 *
630 Dundee Road
Northbrook, IL 60062
Frank J. Hansen(6) 19,887 *
630 Dundee Road
Northbrook, IL 60062
Wade H. Roberts, Jr.(6) 4,007 *
630 Dundee Road
Northbrook, IL 60062
Wayne P. Sayatovic(7) 230,672 1.2
630 Dundee Road
Northbrook, IL 60062
All directors and officers as a 976,179 5.0
group (14 persons excluding shares
owned by KKR Associates)(1)(8)
</TABLE>
- ---------------
(1) Shares of Common Stock shown as owned by KKR Associates are owned of record
by two partnerships, of which KKR Associates is the sole general partner and
as to which it possesses sole voting and investment power. KKR Associates is
a limited partnership of which Messrs. Kravis, Roberts, Raether, Robbins and
Tokarz (each of whom is a director of the Company) and Messrs. Edward
Gilhuly, Perry Golkin, Robert I. MacDonnell, Michael W. Michelson, Saul A.
Fox, Scott Stuart and James H. Greene, Jr. are general partners. Such
persons may be deemed to share beneficial ownership of the shares shown as
beneficially owned by KKR Associates. All of the foregoing persons disclaim
beneficial ownership of any shares of the Company, listed above as
beneficially owned by KKR Associates.
(2) IDEX has received a Schedule 13D and amendments thereto filed by Mario J.
Gabelli, GAMCO Investors, Inc. ("GAMCO") and Gabelli Funds, Inc. ("Gabelli
Funds"), with respect to Common Stock owned by GAMCO, Gabelli Funds and
certain other entities which Mr. Gabelli directly or indirectly controls and
for which he acts as chief investment officer. IDEX has not attempted to
independently verify any of the foregoing information, which is based solely
upon the information contained in the Schedule 13D.
(3) Includes: 237,000 shares owned by Mr. Boyce's wife as to which Mr. Boyce has
sole investment power and as to which Mr. Boyce has sole voting power over
234,000 of such shares; 30,000 shares held in separate trusts as to which
Mrs. Boyce is the trustee for the benefit of Mr. and Mrs. Boyce's children;
36,000 shares held by The Boyce Family Foundation; and 151,661 shares which
are eligible for exercise under the Officer Option Plan.
(4) Includes: 3,900 shares which are owned by various family trusts as to which
Mr. Heath is a co-trustee of each trust; and 600 shares which are owned by
Mr. Heath's wife.
(5) Includes for each Messrs. Heath, Luers and Springer 13,500 shares under
option which are eligible for exercise under the IDEX Corporation Stock
Option Plan for Outside Directors.
16
<PAGE> 20
(6) Of such shares, 2,880, 10,103 and 3,600 are shares under option which are
eligible for exercise under the Company's Stock Option Plan for Non-Officer
Key Employees and the Officer Option Plan, for Messrs. Derck, Hansen and
Roberts, respectively.
(7) Includes: 31,500 shares which are owned directly by Mr. Sayatovic's wife;
4,500 shares which are owned by Mrs. Sayatovic as custodian for their
children; and 52,097 shares which are eligible for exercise under the
Officer Option Plan.
(8) Includes: 40,500 shares under option which are eligible for exercise under
the IDEX Corporation Stock Option Plan for Outside Directors; 247,437 shares
under option which are eligible for exercise under the Officer Option Plan;
and 138,134 shares under option which are eligible for exercise under the
Stock Option Plan for Non-Officer Key Employees.
RATIFICATION OF AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee,
has recommended the selection of Deloitte & Touche LLP as the Company's
independent auditors for 1995.
Representatives of Deloitte & Touche LLP will attend the Annual Meeting of
shareholders and will have the opportunity to make a statement if they desire to
do so. They will also be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 1995.
GENERAL INFORMATION
OUTSTANDING STOCK
An aggregate of 19,080,621 shares of the Company's Common Stock was
outstanding at the close of business on February 24, 1995. Each share entitles
its holder of record to one vote on each matter upon which votes are taken at
the Annual Meeting. No other securities are entitled to be voted at the Annual
Meeting.
REVOCABILITY OF PROXIES
Any proxy solicited hereby may be revoked by the person or persons giving
it at any time before it has been exercised at the Annual Meeting by giving
notice of revocation to the Company in writing or in open meeting.
SOLICITATION COSTS
The Company will pay the cost of preparing and mailing this Proxy
Statement and other costs of the proxy solicitation made by the Company's Board
of Directors. Certain of the Company's officers and employees may solicit the
submission of proxies authorizing the voting of shares in accordance with the
Board of Directors' recommendations, but no additional remuneration will be paid
by the Company for the solicitation of those proxies. Such solicitations may be
made by personal interview, telephone and facsimile transmission. Arrangements
have also been made with brokerage firms and others for the forwarding of proxy
solicitation materials to the beneficial owners of Common Stock, and the Company
will reimburse them for reasonable out-of-pocket
17
<PAGE> 21
expenses incurred in connection therewith. In addition, the Company has retained
Morrow & Co. to assist in proxy solicitation and collection, for an anticipated
fee of $5,000 plus out-of-pocket expenses.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1996 ANNUAL MEETING
A shareholder desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 1996 Annual Meeting must deliver the proposal so that it
is received by the Company no later than November 14, 1995. The Company requests
that all such proposals be addressed to Wayne P. Sayatovic, Senior Vice
President-Finance, Chief Financial Officer and Secretary, IDEX Corporation, 630
Dundee Road, Northbrook, Illinois 60062, and mailed by certified mail, return
receipt requested. In addition, the Company's By-Laws require that notice of
shareholder nominations for directors and related information be received by the
Secretary of the Company not later than 60 days before the anniversary of the
1995 Annual Meeting, which, for the 1996 Annual Meeting, will be February 25,
1996.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than 10% of the Company's
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for such persons, the Company believes that during the year ended
December 31, 1994 all filing requirements applicable to its officers, directors
and greater than 10% shareholders were complied with.
REPORTS TO SHAREHOLDERS
The Company has mailed this Proxy Statement and a copy of its 1994 Annual
Report to each shareholder entitled to vote at the Annual Meeting. Included in
the 1994 Annual Report are the Company's financial statements for the year ended
December 31, 1994.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1994, INCLUDING THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED BY SHAREHOLDERS WITHOUT
CHARGE BY SENDING A WRITTEN REQUEST THEREFOR TO WAYNE P. SAYATOVIC, SENIOR VICE
PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY, IDEX CORPORATION, 630
DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062.
Northbrook, Illinois
March 16, 1995
18
<PAGE> 22
PROXY PROXY
IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD ON APRIL 25, 1995
The undersigned hereby appoints Donald N. Boyce, Clifton S. Robbins, Wayne P.
Sayatovic and Michael T. Tokarz and each of them, as Proxies with full power of
substitution, and hereby authorize(s) them to represent and to vote, as
designated below, all the shares of common stock of IDEX Corporation held of
record by the undersigned on February 24, 1995, at the Annual Meeting of
shareholders to be held on April 25, 1995, or at any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<TABLE>
<CAPTION>
IDEX CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. / /
<S> <C> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS -- FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
Class III: Paul E. Raether, / / / / / / --------------------------------------------------
Clifton S. Robbins and 3. In their discretion, the Proxies are authorized to
Neil A. Springer. vote upon such other business as may properly come
before the meeting.
2. PROPOSAL TO APPROVE THE FOR AGAINST ABSTAIN This proxy when properly executed will be voted in the
SELECTION OF Deloitte & / / / / / / manner directed herein by the undersigned stockholder.
Touche LLP as auditors of If no direction is made, this Proxy will be voted FOR
the Company. Proposals 1 and 2.
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign
in full corporate name by President or other authorized officer.
If a partnership please sign in partnership name by authorized
person.
Dated: _______________, 1995
__________________________________________________________
Signature
__________________________________________________________
Signature if held jointly
</TABLE>
