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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:
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[ ] 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 sec.240.14a-11(c) or 240.14a-12
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Beckman Coulter, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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.:
- --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
Beckman Coulter logo
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
You are invited to attend the 2000 Beckman Coulter, Inc. Annual Meeting of
Stockholders:
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WHEN: 10:00 a.m. (local Pacific Time) on Thursday, April 6, 2000
WHERE: Corporate Headquarters, 4300 N. Harbor Blvd., Fullerton, CA
ITEMS OF - To elect a class of directors to serve until the
BUSINESS: expiration of their term in 2003 and until their successors
are elected and qualified (Proposal 1)
- To approve an amendment to the Fourth Restated Certificate
of Incorporation to increase the number of authorized shares
of Common Stock from 75,000,000 to 150,000,000 (Proposal
2)
- To conduct such other business as may properly come before
the meeting or any adjournment thereof
RECORD DATE: You are entitled to vote if you are a stockholder of record
at the close of business on February 7, 2000.
VOTING BY Your Board of Directors is soliciting your proxy to assure
PROXY: that a quorum is present and that your shares are
represented and properly voted. You can submit your proxy
over the internet, by telephone, or by mailing back the
traditional proxy card (no extra postage is needed for the
enclosed envelope if mailed in the U.S.).
RECOMMENDATION: Your Board of Directors recommends that you vote "FOR" both
proposals.
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YOUR VOTE IS IMPORTANT. THIS YEAR, WE ARE PLEASED TO ENABLE YOU TO SUBMIT
YOUR PROXY OVER THE INTERNET, BY TELEPHONE, OR BY MAILING BACK A TRADITIONAL
PROXY CARD. PLEASE LOOK INSIDE THE ATTACHED PROXY STATEMENT AND ON THE ENCLOSED
PROXY CARD FOR INFORMATION ABOUT SUBMITTING YOUR PROXY OVER THE INTERNET, BY
TELEPHONE OR BY WRITTEN PROXY CARD. IF YOU LATER DECIDE TO VOTE AT THE MEETING,
INFORMATION ON WITHDRAWAL OF PROXIES PRIOR TO THE MEETING IS ALSO PROVIDED.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE YOUR PROXY PROMPTLY
IN ORDER TO ASSURE THAT A QUORUM WILL BE PRESENT. IF YOU PLAN TO ATTEND, PLEASE
BE SURE TO MARK THE BOX PROVIDED ON THE PROXY CARD OR SO INDICATE WHEN PROMPTED
IF SUBMITTING YOUR PROXY BY INTERNET OR TELEPHONE.
You may receive additional sets of these proxy materials depending on the
registration of your holdings or your authority to vote other shares. For
example, you may hold some shares directly on the records of the Company's
registrar, and some shares may be held for you in street name by a broker who
will advise you on the process to vote those shares. Please promptly submit your
proxy for each set of shares held by or for you to assure that all shares are
represented.
By Order of the Board of Directors
/s/ WILLIAM H. MAY
William H. May
Vice President, General Counsel
and Secretary
March 3, 2000
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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Introduction................................................ 1
Voting Information.......................................... 1
-- Stockholders Who May Vote........................ 1
-- Quorum; Effect of Votes.......................... 2
-- Proxy Voting and Revocation of Proxy............. 2
Proposal 1: Election of Directors........................... 3
-- Director Nominees for Term Expiring in 2003...... 3
Additional Information about the Board of Directors......... 4
-- Continuing Directors............................. 4
-- Board and Committee Meetings..................... 5
-- Board Committees................................. 6
-- Compensation Committee Interlocks and Insider
Participation....................................... 7
-- Board Compensation and Benefits.................. 7
Proposal 2: Approval of Amendment to the Company's Fourth
Restated Certificate of Incorporation to
Increase the Number of Authorized Shares........ 8
Security Ownership of Certain Beneficial Owners and
Management................................................ 9
-- By Directors and Executive Officers.............. 9
-- By Others........................................ 10
-- Section 16(a) Beneficial Ownership Reporting
Compliance.......................................... 11
Executive Compensation...................................... 11
Organization and Compensation Committee Report on Executive
Compensation.............................................. 16
Performance Graph........................................... 19
Independent Public Accountants.............................. 19
Annual Report............................................... 20
Deadline for Stockholder Proposals.......................... 20
Other Business.............................................. 20
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i
<PAGE> 4
[BECKMAN LOGO]
BECKMAN COULTER, INC.
4300 N. HARBOR BLVD., BOX 3100
FULLERTON, CALIFORNIA 92834-3100
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is sent to you in connection with the solicitation of
proxies by the Board of Directors of Beckman Coulter, Inc., a Delaware
Corporation, for use at the 2000 Annual Meeting of stockholders. The meeting
will be held at the Company's headquarters, 4300 North Harbor Boulevard,
Fullerton, California, at 10:00 a.m. (local Pacific Time) on Thursday, April 6,
2000, and any adjournment or postponement thereof. Copies of this Proxy
Statement and the accompanying proxy are being mailed to stockholders on or
about March 3, 2000.
As used in this Proxy Statement, "Annual Meeting" refers to the meeting
described above, "Company" or "Beckman Coulter" refers to Beckman Coulter, Inc.,
"Common Stock" refers to its common stock, par value $.10, and "Record Date" for
the Annual Meeting refers to February 7, 2000.
The Company pays the cost of this solicitation, made on behalf of the Board
of Directors. In addition to solicitation by mail, officers and employees of the
Company may solicit proxies by telephone, by facsimile, or in person. The
Company has engaged the firm of D.F. King & Co., Inc., as proxy solicitors,
whose fee for such services is estimated to be $10,000 plus reimbursement of
out-of-pocket expenses. The Company will also reimburse brokers, nominees,
fiduciaries and other custodians for reasonable expenses incurred by them in
forwarding proxy materials to the beneficial owners of the stock.
VOTING INFORMATION
STOCKHOLDERS WHO MAY VOTE
Only holders of record of the Company's common stock at the close of
business on the Record Date are entitled to vote at the Annual Meeting. On the
Record Date, there were outstanding for voting purposes 29,105,009 shares of
common stock. Each stockholder shall have one vote per share on all business of
the Annual Meeting.
The Company's Benefit Equity Trust, established to assist the Company in
meeting its stock-related obligations for benefit programs, holds 92,363 of the
shares outstanding for voting purposes. These shares are voted by the trustee in
the same proportion as instructions received from employees recently
participating in the Company's Employees' Stock Purchase Plan.
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<PAGE> 5
QUORUM; EFFECT OF VOTES
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of the Company's Common Stock will constitute a quorum at the
Annual Meeting. Outstanding shares of Common Stock represented by stockholders
who duly execute and return proxies on the accompanying proxy card, or who use
the internet or telephonic process to authorize the named proxies to vote those
shares, will be treated as being present at the Annual Meeting for purposes of
determining a quorum, without regard to whether the proxy indicates a vote, an
abstention from a vote, a withholding of a vote for the election of one or more
nominees for director, or a broker non-vote.
Directors are to be elected by a plurality of the votes cast at the meeting
in person or by proxy by the holders of shares entitled to vote in the election.
The affirmative vote of a majority of the shares entitled to vote on the subject
matter is required to approve Proposal 2. Stockholders may vote for or withhold
voting for any or all nominees for the Board of Directors and may vote or
abstain from voting on Proposal 2 by so indicating on the accompanying proxy
card or as prompted according to the internet or telephonic proxy instructions.
If a proxy instruction indicates that a vote is being withheld in connection
with the election of one or more nominees for director under Proposal 1 or an
abstention under Proposal 2, the shares represented by that proxy will not be
counted as casting votes for such nominees or for Proposal 2, although they will
be included in determining the number of shares present at the meeting and
entitled to vote on the subject matter.
Under the rules of the New York Stock Exchange, Inc., brokers who hold
shares in street name for customers have the authority to vote on the election
of directors and certain other matters when they have not received instructions
from beneficial owners, but lack such authority on other matters. Proxies
subject to such broker non-votes would not be counted as casting votes for or
against any matter as to which authority was so withheld, and the shares covered
by such proxies would not be included in determining the number of shares
present at the meeting and entitled to vote on the subject matter in question.
The Company does not presently know of any other business that may properly
come before the stockholders for a vote at the Annual Meeting. As to any such
other matters, unless a greater or different vote were required by applicable
law, the certificate of incorporation or the by-laws, the affirmative vote of a
majority of the shares present in person or represented by proxy at the Annual
Meeting and entitled to vote on the subject matter would be required to approve
such matter, and abstentions and broker non-votes would be treated as described
above.
PROXY VOTING AND REVOCATION OF PROXY
Stockholders may choose one of three ways to submit their proxies:
- By Telephone: Call the toll-free telephone number on your proxy card to
vote by phone.
- Via Internet: Visit the web site shown on your card to vote via the
internet.
- By Mail: Mark, sign, date and mail your proxy card(s) to First Chicago
Trust Company, a division of EquiServe, in the enclosed U.S. postage-paid
envelope.
If you vote by telephone or via the internet, you do not need to return
your proxy card.
The shares represented by duly executed and returned proxies in the
accompanying form or by proxies properly submitted by use of the internet and
telephone procedures which are received in time for the Annual Meeting will be
voted. A stockholder may revoke the proxy at any time prior to its use at the
Annual Meeting by filing written notice of such revocation with the Secretary of
the Company at the address shown above, by submitting a later dated and properly
executed proxy, or by voting in person at the Annual Meeting.
UNLESS YOU INDICATE OTHERWISE IN YOUR PROXY, THE PERSONS NAMED AS YOUR
PROXIES WILL VOTE FOR ALL OF THE NOMINEES FOR DIRECTOR UNDER PROPOSAL 1 AND FOR
PROPOSAL 2. ALTHOUGH THE COMPANY DOES NOT PRESENTLY KNOW OF ANY OTHER BUSINESS
TO BE PRESENTED AT THE MEETING, SHOULD ANY OTHER BUSINESS PROPERLY COME BEFORE
THE MEETING, THE PERSONS NAMED AS YOUR PROXIES, TO THE EXTENT PERMITTED BY LAW,
WILL HAVE DISCRETION TO VOTE AND WILL VOTE IN ACCORDANCE WITH THEIR BEST
JUDGMENT.
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<PAGE> 6
PROPOSAL 1: ELECTION OF DIRECTORS
Three members of the Board are proposed to be elected for a term expiring
at the annual meeting of stockholders in the year 2003. The Board currently
consists of eleven persons and is divided into three classes, with the term of
office of one class expiring each year. All director nominees are currently
directors of the Company with terms expiring at this Annual Meeting.
Each of the nominees has consented to serve as director for the three-year
term. If any of them should decline or be unable to act as a director, the
persons named in the proxy will vote for such substitute nominee or nominees as
may be designated by the Board unless the Board reduces the number of directors
accordingly.
DIRECTOR NOMINEES FOR TERM EXPIRING IN 2003
PETER B. DERVAN, PH.D. DIRECTOR SINCE 1997
Dr. Dervan, 54, has been a member of the faculty at the California
Institute of Technology since 1973 where he is currently Bren Professor of
Chemistry in the Division of Chemistry and Chemical Engineering. He serves on
the Scientific Advisory Boards of Gilead Sciences, GeneSoft, Pharmacyclics and
Prolinx Biochemistry, and is a member of the Scientific Advisory Board of the
Robert A. Welch Foundation. Dr. Dervan is a member of the National Academy of
Sciences, the American Academy of Arts and Sciences, and the Institute of
Medicine (NAS). He is a director of GeneSoft.
GAVIN S. HERBERT DIRECTOR SINCE 1988
Mr. Herbert, 67, is Chairman Emeritus and a current director of Allergan,
Inc., a technology-driven global healthcare provider of eye care specialty
therapeutic products. Mr. Herbert, who helped found that company in 1950, had
served as its Chairman from 1977 to 1995 and as its Chief Executive Officer from
1961 to 1991. He is Founder and Chairman of Regenesis Bioremediation Products,
formed in 1994. He was President of SmithKline Beckman Corporation's Eye and
Skin Care Products Operations from 1981 to July 1989. Mr. Herbert is a life
trustee of the University of Southern California and on the Board of Directors
of Research to Prevent Blindness, the Richard Nixon Library and Birthplace
Foundation and Doheny Eye Institute.
C. RODERICK O'NEIL DIRECTOR SINCE 1994
Mr. O'Neil , 69, has been Chairman of O'Neil Associates, an investment
management consulting firm, since 1987. He was a partner in Greenspan O'Neil
Associates from 1984 to 1987 and Chairman of the Finance Committee of Travelers
Companies from 1977 to 1984. Mr. O'Neil is a director of Ambac Financial Group
Inc., Ambac Assurance Corporation, Cadre Institutional Investors Trust, and Fort
Dearborn Income Securities, Inc. He is a trustee of Memorial Drive Trust and
serves on the Advisory Committee of Princeton-Montrose Partners. He also holds
leadership positions with various community and charitable organizations, such
as Riverfront Recapture, Inc., Connecticut Trust for Historic Preservation,
Bushnell Memorial Hall, and the Hartford Foundation for Public Giving, all of
Hartford, Connecticut.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES. THE
PERSONS NAMED IN THE ACCOMPANYING PROXY INTEND TO VOTE THE SHARES REPRESENTED BY
THE PROXY FOR THE ELECTION OF THE DIRECTOR NOMINEES LISTED ABOVE, UNLESS
AUTHORITY TO VOTE FOR ONE OR MORE OF SUCH NOMINEES IS WITHHELD IN THE PROXY. THE
PROXIES CANNOT BE VOTED FOR A GREATER NUMBER OF PERSONS THAN THE NUMBER OF
NOMINEES NAMED. A PLURALITY OF THE VOTES CAST AT THE MEETING IN PERSON OR BY
PROXY BY THE HOLDERS OF SHARES ENTITLED TO VOTE IN THE ELECTION IS REQUIRED TO
ELECT DIRECTORS.
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<PAGE> 7
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
CONTINUING DIRECTORS
In addition to directors elected at this Annual Meeting, eight directors
continue in office with terms expiring in 2001 and 2002. The following directors
compose the remainder of the Board with terms expiring as shown:
- - TERM EXPIRING IN 2001
CAROLYNE K. DAVIS, PH.D., 68, served as a national and international health
care advisor to Ernst & Young, certified public accountants, from 1985 to 1997,
and a consultant and advisor to the Board of Beverly Enterprises, Inc., operator
of nursing facilities, retirement and congregate living projects, pharmacies and
home health care entities, from 1989 to 1997. She retired in May 1997, and was a
part-time scholar in residence at the Sloan Health Management Program at Cornell
University, Ithaca, New York from May 1997 until October 1998. Dr. Davis served
as Administrator of the Health Care Financing Administration of the U.S.
Department of Health and Human Services from 1981 to 1985. She is a member of
the Institute of Medicine and the National Academy of Science and a trustee for
the University of Pennsylvania Medical Center. She is a director of Merck & Co.,
Inc., The Prudential Insurance Company of America, MiniMed, Inc., and Beverly
Enterprises. Dr. Davis has been a director of Beckman Coulter since 1989.
RONALD W. DOLLENS, 53, is President and Chief Executive Officer of Guidant
Corporation, a global leader in the medical device industry. Guidant Corporation
provides innovative, minimally invasive and cost-effective products and services
for the treatment of cardiovascular and vascular disease. Prior to the formation
of Guidant Corporation in December 1994, Mr. Dollens served as President of Eli
Lilly and Company's Medical Devices and Diagnostics Division. In 1985, Mr.
Dollens was named Senior Vice President, Sales, Marketing, and Product
Development for Advanced Cardiovascular Systems (ACS). In 1988, he became ACS'
President and Chief Executive Officer. Mr. Dollens serves on the Board, is
Chairman of the Health Industry Manufacturers Association (HIMA), and is on the
Board of the Indiana Health Industry Forum. He also serves on the Board of
Eiteljorg Museum, the Indiana State Symphony Society Board, and the Board of St.
Vincent Hospital Foundation. He has been a director of Beckman Coulter since
January 1999.
CHARLES A. HAGGERTY, 58, joined Western Digital Corporation, a manufacturer
of hard disk drives, as its President and Chief Operations Officer in June 1992,
served as its President and Chief Executive Officer from July 1993 through
January 2000, and continues as Chairman of the Board. Prior thereto, he served
IBM Corporation in various positions for 28 years, holding the posts of Vice
President of IBM's Worldwide OEM Storage Marketing from 1991 to May 1992 and of
Vice President/General Manager, Low-End Mass-Storage Products from 1989 to 1991.
He is a member of the Board of Trustees of the University of St. Thomas, St.
Paul, Minnesota. Mr. Haggerty also serves as a director of Pentair, Inc. and
Vixel Corporation. He has been a director of Beckman Coulter since 1996.
WILLIAM N. KELLEY, M.D., 60, served as Chief Executive Officer of the
University of Pennsylvania Medical Center and Health System, Dean of the School
of Medicine and Executive Vice President of the University from 1989 to early
2000. He was the John G. Searle Professor and Chairman of the Department of
Internal Medicine and Professor of Biological Chemistry at the University of
Michigan in Ann Arbor from 1975 to 1989. He currently serves on the Board of
Managers of the Wistar Institute, the Board of the Leonard Davis Institute of
Health Economics, the Board of Directors of the Philadelphia Orchestra
Association, and the Board of Trustees of Emory University. He is a member of
the Institute of Medicine and serves on the Institute of Medicine Board of
Directors, as well as the American Academy of Arts and Sciences, Association of
American Physicians, and the American Philosophical Society. Dr. Kelley is a
director of Merck & Co., Inc. He has been a director of Beckman Coulter since
1994.
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<PAGE> 8
- - TERM EXPIRING IN 2002
HUGH K. COBLE, 65, is Vice Chairman Emeritus of the Board of Fluor
Corporation, a global engineering and construction company with an investment in
low-sulfur coal. He joined Fluor Corporation in 1966 where he held various
executive positions in marketing and operations with over ten years of
international assignments and retired in 1997 after thirty-one years of service.
He is a member of the American Institute of Chemical Engineers, the National
Society of Professional Engineers, the American Petroleum Institute, and the
World Business Advisory Council. He also serves on the board of directors of
Flowserve Corporation and ICO Global Communications. He has been a director
since 1996.
VAN B. HONEYCUTT, 55, is Chairman, President and Chief Executive Officer of
Computer Sciences Corporation ("CSC"), a worldwide provider of management
consulting and information technology solutions and services. He joined CSC in
1975 and became Chairman of its board in March 1997. He has held many posts with
CSC and its subsidiaries, including most recently those of President of CSC's
Industry Services Group from 1987 to 1993, President and Chief Operating Officer
of CSC from 1993 to 1995, and President and Chief Executive Officer from 1995 to
the present. He also serves as Chairman of the President's National Security
Telecommunications Advisory Committee, which consists of no more than thirty
presidentially appointed industry leaders who provide industry-based analyses
and recommendations on a wide range of policy and technical issues. He has been
a director of Tenet Healthcare Corporation since December 1999 and of Beckman
Coulter since 1998.
JOHN P. WAREHAM, 58, is Chairman, President and Chief Executive Officer of
Beckman Coulter. He became Chairman in February 1999, Chief Executive Officer in
September 1998 and President in October 1993. He also served as the Company's
Chief Operating Officer from October 1993 to September 1998 and as Vice
President, Diagnostic Systems Group, from 1984 to 1993. Prior to 1984, he had
served as President of Norden Laboratories, Inc., a wholly owned subsidiary of
SmithKline Beckman Corporation engaged in developing, manufacturing and
marketing veterinary pharmaceuticals and vaccines, having first joined
SmithKline Corporation, a predecessor of SmithKline Beckman Corporation, in
1968. He is a director and Chairman Elect of the Health Industry Manufacturers
Association and is a member of the Center for Corporate Innovation. He has been
a director since 1993.
BETTY WOODS, 61, is President and Chief Executive Officer of Premera Blue
Cross, formerly Blue Cross of Washington and Alaska, one of that area's largest
health care contractors. She has also served as Chief Executive Officer of
PREMERA, holding company of Premera Blue Cross, since 1994. She joined Premera
Blue Cross in 1976. She serves on the Board of Directors of Pacific Northwest
Bank, is on the Board of Trustees of Western Washington University, and is a
founding member of the National Institute for Health Care Management. She has
been a director since 1994.
BOARD AND COMMITTEE MEETINGS
For 1999, the average aggregate Board and committee meeting attendance for
all current directors was approximately 97%, with each director attending at
least 82% of all meetings of the Board and any committees on which he or she
served. Board meetings totaled seven during 1999, and a total of sixteen
committee meetings also were held as follows: Finance Committee, four;
Organization and Compensation Committee, six; Audit Committee, four; and
Nominating and Corporate Governance Committee, two.
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BOARD COMMITTEES
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COMMITTEE NAME/CURRENT MEMBERS COMMITTEE FUNCTION
- ------------------------------ ------------------
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- -----------------------------
AUDIT COMMITTEE - Meets with the independent public accountants and internal
audit services staff to discuss the annual audit plan and
Current Members: the results of their audit examinations
Ms. Woods (Chair) - Meets with the Company's internal auditors to review the
Dr. Dervan audit services department's activities and to discuss the
Mr. Haggerty adequacy of the Company's accounting and control systems
Mr. Honeycutt - Considers issues raised by its members, the independent
public accountants, the internal audit staff, the legal
staff or management
- Recommends to the Board each year an accounting firm to
audit the consolidated financial statements of the Company
- Oversees the Company's compliance programs
- -----------------------------
ORGANIZATION AND COMPENSATION - Reviews and approves major Company organization structure,
COMMITTEE reviews performance of Company officers and establishes
overall executive compensation policies and programs
Current Members: - Reviews and approves compensation elements such as base
Dr. Kelley (Chair) salary, bonus awards, stock option grants and other forms of
Mr. Coble long-term incentives for Company officers (no member of
Mr. Honeycutt the committee may be a member of management or eligible
Ms. Woods for compensation other than as a director or consultant)
- Reviews succession plans for Company officers
- -----------------------------
FINANCE COMMITTEE - Reviews, approves, and makes recommendations to the Board
on corporate financial strategies and policies
Current Members: - Reviews the Company's financing and dividend plans,
Mr. O'Neil (Chair) financial methodologies, and guidelines for acquisitions and
Dr. Dervan other investments and, where appropriate, makes
Mr. Haggerty recommendations to the Board
Mr. Herbert - Reviews financial integrity of major company benefit plans
Mr. Dollens
- -----------------------------
NOMINATING AND CORPORATE - Reviews Board compensation and stock ownership matters
GOVERNANCE COMMITTEE - Develops criteria to determine the qualifications and
appropriate tenure of directors
Current Members: - Reviews such qualifications and makes recommendations to
Dr. Davis (Chair) the Board regarding director nominees to fill vacancies
Mr. Coble - Considers stockholder recommendations for Board nominees,
Mr. Herbert which stockholders may submit by delivery to the Secretary
Dr. Kelley of the Company at its headquarters in Fullerton,
California, and it may take such action or no action with
regard to any such recommendations as it considers
appropriate
- Periodically reviews stockholder enhancement provisions in
the Company's certificate of incorporation, by-laws and
other corporate documents
- Considers social, ethical and environmental responsibility
and matters of significance in areas related to corporate
public affairs
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Company's Organization and Compensation Committee is a
current or former officer or employee of the Company. In addition, there are no
compensation committee interlocks between Beckman Coulter and other entities
involving Beckman Coulter executive officers and Beckman Coulter Board members
who serve as executive officers of such other entities.
BOARD COMPENSATION AND BENEFITS
Retainer and Fees. Non-employee directors receive retainers in quarterly
increments based on an annualized rate of $22,000 a year. Directors also receive
$1,000 for each Board and committee meeting attended. Chairpersons of standing
Board committees receive an additional $500 per committee meeting. An additional
business fee equal to $1,000 is paid for each day or significant portion of a
day spent on Company business. Directors are not paid an additional business fee
if receiving consulting fees from the Company. No directors currently receive
consulting fees from the Company. Directors who are also employees of the
Company, such as Mr. Wareham, receive no additional compensation for service on
the Board.
Since 1995, non-employee directors have had the opportunity to defer all or
a portion of their fees under the Deferred Directors Fee Program until
termination of their status as directors. Since 1998, the program has allowed an
additional deferred premium of up to 30% of the deferred compensation amount
depending on the percentage of deferral above 40% and up to 100% of annual
compensation. All amounts are treated as having been invested in the Company's
Common Stock and thus are valued according to fluctuations in the market price
of the Common Stock. Distributions will be made in cash only. Drs. Dervan and
Kelley and Messrs. Coble, Dollens, Haggerty, O'Neil and Honeycutt participated
in the program during 1999. Note 3 to the table under "Security Ownership of
Certain Beneficial Owners and Management -- By Directors and Executive Officers"
below includes the aggregate economic equivalent number of shares of the
Company's Common Stock as of December 31, 1999 for each current director who has
elected to participate in this plan since its inception.
Options, Restricted Stock, and Matching Gift Program. Members of the Board
who have not been an employee of the Company or any of its subsidiaries for at
least one year prior to the date of grant automatically receive a non-qualified
option to purchase 2,500 shares of the Company's Common Stock (subject to
adjustments occurring after the grant) on the date of each annual meeting of
stockholders, pursuant to the Company's 1998 Incentive Compensation Plan. The
option price for each option granted is the fair market value on the date of
grant. Options are generally exercisable six months from the date of grant
(subject to the individual serving as director for the duration of that period)
and expire ten years after the date of grant (subject to earlier termination if
the director ceases to serve as a director).
The amount of shares pursuant to outstanding options under this plan which
are exercisable or which will become exercisable within 60 days of February 7,
2000, are listed in note 1 to the table shown under "Security Ownership of
Certain Beneficial Owners and Management -- By Directors and Executive Officers"
below. The restricted stock holdings of the non-employee directors at year end
received under a discontinued program and their total values (based upon the
$50.875 closing price per share of Common Stock on December 31, 1999) are as
follows: Messrs. Coble, Haggerty, Herbert, and O'Neil, Ms. Woods and Drs. Davis,
Dervan and Kelley, 201 shares, $10,226 each, Mr. Honeycutt, 167 shares, $8,496,
and Mr. Dollens, 100 shares, $5,088.
Non-employee directors may also participate in the Company's Matching Gifts
Program available generally to employees of the Company. Under this program, the
Company will match gifts to qualifying tax-exempt educational institutions up to
$5,000.00 annually.
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<PAGE> 11
PROPOSAL 2: APPROVAL OF AMENDMENT TO THE COMPANY'S
FOURTH RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES
The Board of Directors of the Company has unanimously approved an amendment
to the Company's Fourth Restated Certificate of Incorporation to increase the
number of shares of Common Stock authorized for issuance from 75,000,000 shares
to 150,000,000 shares and unanimously recommends to the stockholders that they
approve the proposed amendment.
The proposed amendment would amend and restate the first paragraph of
Paragraph 4 of the Company's Fourth Restated Certificate of Incorporation to
read as follows:
"The aggregate number of shares which the corporation shall
have authority to issue is 160,000,000 to be divided into (a)
150,000,000 shares of Common Stock, par value $.10 per share,
and (b) 10,000,000 shares of Preferred Stock, par value $.10 per
share."
No other provision of the Company's Fourth Restated Certificate of
Incorporation would be changed.
This amendment will increase the Company's authorized Common Stock from
75,000,000 shares to 150,000,000 shares. The purpose of the amendment is to
provide additional shares of authorized Common Stock. As of February 7, 2000,
there were 29,105,009 shares issued and outstanding. In addition, the Company
has approximately 4,679,488 shares reserved for issuance pursuant to obligations
related to outstanding options under its 1998 Incentive Compensation Plan,
Incentive Compensation Plan of 1990, Employee's Stock Purchase Plan and Stock
Option Plan for Non-Employee Directors.
The Board of Directors believes it desirable to increase the authorized
number of shares of Common Stock in order to provide the Company with adequate
flexibility in corporate planning and strategies. The availability of additional
Common Stock for issuance could be used for a number of purposes, including
corporate financing, future acquisitions, stock dividends, stock splits, stock
options, and other stock-based compensation. There are currently no plans,
agreements or understandings regarding the issuance of any of the additional
shares of Common Stock that would be available if this proposal is approved.
Such additional authorized shares may be issued for such purposes and for such
consideration as the Board of Directors may determine without further
shareholder approval, unless such action is required by applicable law or the
rules of the NYSE or any stock exchange on which the Company's securities may be
listed.
The additional shares of Common Stock for which authorization is sought
would be part of the existing class of Common Stock. There will be no change in
the voting rights, dividend rights, liquidation rights, preemptive rights or any
other stockholder rights as a result of the proposed amendment. The additional
shares might be issued at such times and under such circumstances as to have a
dilutive effect on earnings per share and on the equity ownership of the present
holders of Common Stock.
The increase in the authorized but unissued shares of Common Stock which
would result from adoption of the proposed amendment could have a potential
anti-takeover effect with respect to the Company, although management is not
presenting the proposal for this reason and does not presently anticipate using
the increased authorized shares for such a purpose. The potential anti-takeover
effect of the proposed amendment arises because it would enable the Company to
issue additional shares of Common Stock up to the total authorized number with
the effect that stockholdings and related voting rights of then existing
stockholders would be diluted to an extent proportionate to the number of
additional shares issued.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE COMPANY'S FOURTH RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. PROXIES SOLICITED BY
THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR
PROXIES. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK
ENTITLED TO VOTE AT THE ANNUAL MEETING IS REQUIRED TO APPROVE THE PROPOSED
AMENDMENT. CONSEQUENTLY, ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME
EFFECT AS A VOTE AGAINST THE PROPOSED AMENDMENT.
8
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the amount of shares of the Company's Common
Stock beneficially owned (as of January 31, 2000, unless otherwise indicated) by
current directors of the Company and the named executive officers reported in
the "Executive Compensation -- Summary Compensation Table" below, and all
directors and executive officers as a group. Percentage of ownership is
calculated using the number of outstanding shares as of February 7, 2000, the
Record Date, plus the number of shares the individual or group had the right to
acquire within 60 days as indicated in note 1 following the table.
<TABLE>
<CAPTION>
BECKMAN COULTER PERCENTAGE
BENEFICIAL COMMON OF
OWNER STOCK(1)(2)(3) OWNERSHIP
---------- --------------- ----------
<S> <C> <C>
Directors:
J. P. Wareham................................... 294,433 1.0%
H. K. Coble..................................... 7,303 *
C. K. Davis..................................... 9,930 *
P. B. Dervan.................................... 6,403 *
R.W. Dollens.................................... 3,413 *
C. A. Haggerty.................................. 7,303 *
G. S. Herbert................................... 30,511 *
V. B. Honeycutt................................. 4,201 *
W. N. Kelley.................................... 9,303 *
C. R. O'Neil.................................... 12,903 *
B. Woods........................................ 8,803 *
Other Named Executive Officers:
A. R. Ziegler................................... 108,928 *
E. E. Vivanco................................... 46,005 *
J. P. Finney.................................... 64,266 *
W. H. May....................................... 78,976 *
All Directors and Officers as a group (18
persons)........................................ 789,916..... 2.64%
</TABLE>
- ---------------
* Less than 1% of outstanding shares.
(1) Includes shares which directors and executive officers have, or will have
within 60 days, the current right to acquire upon exercise of options under
the Company's Stock Option Plan for Non-Employee Directors or the Company's
Incentive Compensation Plans for employees, as applicable: Mr. Herbert, Mr.
O'Neil and Dr. Kelley, 8,000 shares each; Mr. Coble, Mr. Haggerty and Dr.
Davis, 6,000 shares each; Dr. Dervan, 5,000 shares; Ms. Woods and Mr.
Honeycutt, 4,000 shares each; Mr. Dollens, 2,313 shares; Mr. Wareham,
264,667 shares; Mr. Ziegler, 96,936 shares; Mr. Vivanco, 41,489 shares; Mr.
Finney, 49,602 shares; Mr. May, 64,331 shares; and all directors and
executive officers as a group, 661,230 shares.
(2) Includes shares held in trust for the benefit of the named executive
officers and employee directors under the Company's Savings Plan, as
follows: Mr. Wareham, 1,828 shares; Mr. Ziegler, 1,165 shares; Mr. Vivanco,
1,032 shares; Mr. Finney, 4,279 shares; and Mr. May, 7,989 shares; and all
executive officers as a group, 21,694 shares. Also included in the above
table are shares of restricted stock for which restrictions have not yet
lapsed, as follows: Messrs. Coble, Haggerty, Herbert, and O'Neil, Ms. Woods,
and Drs. Davis, Dervan and Kelley, 201 shares each; Mr. Honeycutt, 167
shares; and Mr. Dollens, 100 shares. Also included are shares of the
Company's Common Stock held as trustee, co-trustee, in spouse's name, in
managed accounts or as custodian for children as follows: Mr. Coble, 1,000
shares; Mr. Herbert, 22,209 shares; Mr. May, 125 shares; and other executive
officers, 1,737 shares.
9
<PAGE> 13
(3) In addition to the foregoing beneficial ownership amounts, the directors
shown below have elected to treat their cash compensation from annual
retainers and fees as though it has been invested in the Company's Common
Stock under the Deferred Directors Fee Program (see "Board Compensation and
Benefits" above). The officers shown below have elected to participate in
the Company's Executive Deferred Compensation Plan and/or the Executive
Restoration Plan, under which a portion of their salaries and annual bonuses
and related Company matching and premium contributions, are treated as if
invested in the Company's Common Stock, and they may also participate in the
Company's Stock Option Gain Deferral Program, under which they receive stock
units. As of December 31, 1999, such amounts constitute the economic
equivalent of Common Stock as follows:
<TABLE>
<CAPTION>
ECONOMIC EQUIVALENT
NUMBER OF SHARES
-------------------
<S> <C>
H.K. Coble................................................. 3,462
P.B. Dervan................................................ 2,683
R.W. Dollens............................................... 829
C.A. Haggerty.............................................. 3,599
V.B. Honeycutt............................................. 1,670
W.N. Kelley................................................ 4,101
C.R. O'Neil................................................ 2,814
J.P. Wareham............................................... 26,085
A.R. Ziegler............................................... 6,151
E.E. Vivanco............................................... 191
J.P. Finney................................................ 11,348
W.H. May................................................... 3,721
</TABLE>
BY OTHERS
Management of the Company knows of no person, except as set forth below,
who is the beneficial owner of more than 5% of the Company's issued and
outstanding Common Stock. The table shows information reported to the Company as
of February 17, 2000, with percentage of ownership calculated using the number
of outstanding shares for voting purposes on the Record Date.
<TABLE>
<CAPTION>
NAME OF SHARES OF COMMON STOCK PERCENT
BENEFICIAL OWNERS BENEFICIALLY OWNED OF CLASS
----------------- ---------------------- --------
<S> <C> <C>
Trimark Financial Corporation................. 2,368,300(1) 8.14%
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario M5X 1E5
</TABLE>
- ---------------
(1) Based on the Schedule 13G/A filed with the Securities and Exchange
Commission on February 10, 2000 by the beneficial owner on behalf of itself
and related entities. Sole voting and dispositive powers are reported as to
all shares shown.
10
<PAGE> 14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the directors
and officers of the Company and persons who own more than ten percent of a
registered class of the Company's equity securities ("Reporting Persons") to
file with the Securities and Exchange Commission and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of the
Company's Common Stock. In addition, under Section 16(a), trusts for which a
Reporting Person is a trustee and a beneficiary (or a member of his immediate
family is a beneficiary) may have a separate reporting obligation with regard to
holdings and transactions in Common Stock. Specific due dates for these reports
have been established, and the Company is required to disclose in this proxy
statement any failure to file by these dates during 1999. To the Company's
knowledge, all of these requirements were satisfied, except that Jay
Steffenhagen filed one Form 4 one month late for a sale in November 1999 of
1,600 shares at $50.25 per share.
EXECUTIVE COMPENSATION
The following table sets forth information for the last three fiscal years,
as to the Chief Executive Officer and the four highest paid officers of the
Company in 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ---------- -------
----------------------------------- SECURITIES
OTHER UNDERLYING
ANNUAL OPTIONS/ LTIP ALL OTHER
SALARY(1) BONUS(2) COMPENSATION SARS(4) PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (3)($) (#) ($)(5) ($)(6)(7)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John P. Wareham 1999 645,629 486,100 -- 100,000 239,250 41,430
Chairman, President & 1998 514,131 538,100 -- 85,000 301,469 38,242
Chief Executive Officer 1997 390,000 264,200 -- 35,000 -- 4,800
- ---------------------------------------------------------------------------------------------------------------
Albert R. Ziegler 1999 263,423 143,400 -- 19,000 108,750 13,353
Senior Vice President, 1998 251,984 118,100 -- 25,000 137,031 10,675
Diagnostics Commercial 1997 222,870 89,700 -- 15,000 -- 4,800
Operations
- ---------------------------------------------------------------------------------------------------------------
Edgar E. Vivanco 1999 228,091 123,100 -- 25,000 76,125 11,609
Senior Vice President, 1998 185,591 103,600 -- 25,000 95,922 8,072
Diagnostics Development
& 1997 142,111 73,100 36,355 6,000 -- 4,800
Corporate Manufacturing
- ---------------------------------------------------------------------------------------------------------------
Jack P. Finney 1999 224,412 112,200 55,304 19,000 76,125 33,873
Vice President, 1998 215,004 106,200 120,944 8,000 95,922 29,027
Bioresearch Division 1997 183,063 86,000 54,793 6,000 -- 4,800
- ---------------------------------------------------------------------------------------------------------------
William H. May 1999 231,323 94,600 -- 8,000 -- 17,363
Vice President, General 1998 221,810 105,900 -- 8,000 -- 13,458
Counsel & Secretary 1997 202,220 91,500 -- 8,000 -- 4,800
</TABLE>
(1) Amounts include salary reductions under the Company's Flexible Benefits Plan
and compensation deferred under the Savings Plan, pursuant, respectively, to
Sections 125 and 401(k) of the Internal Revenue Code of 1986, as amended,
and salary and/or bonus amounts deferred, if any, in 1999 under the
Company's Executive Deferred Compensation and Restoration Plans (see notes 6
and 7 below for a description of these plans).
(2) Amounts include deferrals, if any, under the Company's Executive Deferred
Compensation and Restoration Plans. Amounts were contingent upon the
attainment of certain organizational and individual goals prescribed by the
Board's Organization and Compensation Committee.
(3) The aggregate amount of other annual compensation for each named individual
did not equal or exceed the threshold for reporting herein (i.e., the lesser
of either $50,000 or 10% of the total of such individual's annual salary and
bonus) for each of the past three fiscal years and, therefore, is not shown,
except for
11
<PAGE> 15
Messrs. Finney and Vivanco, primarily related to their assignments requiring
relocations during these periods. For 1999, the amount shown for Mr. Finney
includes a relocation premium of $25,291 for the additional cost of
maintaining a household while on assignment in southern California and
$17,713 in federal and state tax gross-ups relating to this premium.
(4) No Stock Appreciation Rights (SARs) have been granted, and none are
outstanding. These are non-qualified options for shares of the Company's
Common Stock.
(5) In 1997, the Company's Performance Vesting Stock Program for selected key
executives which provided contingent grants of restricted stock, with
vesting of shares conditioned on the attainment of an average targeted
market price of $50 per share for a thirty-day calendar period over a
specified period not to exceed three years. The targeted market price was
achieved in 1998 and shares vested as to 50% of the grant amount with the
remaining 50% vesting in 1999. The amounts shown for the four individuals in
1998 and 1999 are based on the market price on the date the restrictions
lapsed.
(6) Amounts include Company matching contributions to the Company's Savings Plan
(a defined contribution plan) wherein eligible employees of the Company and
certain subsidiaries may invest in various funds generally up to 15% of
their compensation through payroll deductions. The Company makes
contributions to the plan equal to 50% or 70%, depending upon investment of
Company matching contributions, of up to the first 5% of each employee's
contribution (subject to certain limitations). Savings Plan matching
contributions for 1999 were as follows: Messrs. Wareham, Ziegler, Vivanco,
and May, $5,600 each, and Mr. Finney, $5,929.
(7) Amounts also include the value of stock units (i.e., non-voting units of
measurement deemed for bookkeeping purposes to be equivalent to one share of
the Company's Common Stock) contributed in 1998 and 1999 under the Company's
Executive Deferred Compensation and Restoration Plans as determined based on
the individual deferral elections under each plan. The number of Company
contribution stock units and their aggregate values (based on the market
value of a share of the Company's Common Stock on each date that
contributions were credited) are as follows: Mr. Wareham, 791 units,
$35,830; Mr. Ziegler, 165 units, $7,753; Mr. Vivanco, 127 units, $6,009; Mr.
Finney, 643 units, $27,944; and Mr. May, 250 units, $11,763. Under the
Deferred Compensation Plan, participants may defer salary and/or bonus, up
to certain limits annually, into bookkeeping accounts in the form of cash,
stock units, or a combination of both. The Company contribution is made in
stock units deemed to have an aggregate value equal to 3.5% of the salary
and bonus deferred. The Company credits additional stock units (up to 30%)
if the participant defers 35% or more of his or her bonus in the form of
stock units. Under the Restoration Plan, deferrals which exceed Savings Plan
allowable maximums (as limited by tax rules applicable to the Savings Plan)
are credited to a bookkeeping account and Company matching contributions
that could not be allocated under the Savings Plan are credited in the form
of stock units. Payments under both of these deferral plans are made in
cash, generally after termination or retirement. Stock units are valued at
the fair market value of a share of stock at the time of payment. Dividend
equivalents on stock units are credited in the form of stock units as
dividends are paid to stockholders in general.
12
<PAGE> 16
FISCAL YEAR OPTION GRANTS
The following table sets forth the number of options granted and the
estimated grant date present value for the named executive officers during the
fiscal year ended December 31, 1999:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- --------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#)(1) FISCAL YEAR ($/SH) DATE ($)(2)(3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Wareham 100,000 14.1% 53.6875 1/05/09 1,759,000
- --------------------------------------------------------------------------------------------------------------
A. Ziegler 19,000 2.7% 53.6875 1/05/09 344,470
- --------------------------------------------------------------------------------------------------------------
E. Vivanco 25,000 3.5% 53.6875 1/05/09 453,250
- --------------------------------------------------------------------------------------------------------------
J. Finney 19,000 2.7% 53.6875 1/05/09 344,470
- --------------------------------------------------------------------------------------------------------------
W. May 8,000 1.1% 53.6875 1/05/09 145,040
</TABLE>
(1) No free-standing or tandem Stock Appreciation Rights (SARs) were granted in
1999. Non-qualified stock options were granted in 1999 pursuant to the
Company's 1998 Incentive Compensation Plan at an option price equal to the
fair market value of the Common Stock at the date of grant. The option price
may be paid by delivery of already owned shares, subject to certain
conditions. The number of options exercisable increases in 33% increments,
and for Mr. Wareham's grant in 20% increments, after each successive
anniversary of the date of grant. Options may become exercisable sooner in
the event of death, disability, or retirement occurring after six months
from the date of grant or in the event of a change of control. The options
have a term of ten years, subject to sooner expiration in the event of
termination of employment. Subject to plan limits, outstanding options may
be adjusted in the event of certain changes affecting Company stock.
(2) Grant date present value estimates were made using a variation of the
Black-Scholes pricing model. The following factors and assumptions were
used:
<TABLE>
<S> <C>
Option and market price (fair market value on grant date)... 53.6875
Term of option.............................................. 10 years
Risk free rate of return.................................... 5.12%
Dividend yield.............................................. 1.36%
Volatility.................................................. 21.77%
</TABLE>
Adjustments of 3% for each year of the three-year and five-year vesting
period were made to address the risk of forfeiture due to termination.
(3) Although the Black-Scholes pricing model is widely used, the value of stock
options cannot be guaranteed because of the wide range of assumptions and
variations which may occur from time to time. No assumptions made in
connection with this table are intended to represent a forecast of possible
future appreciation of the Company's Common Stock, stockholder return, or
performance of the Company.
13
<PAGE> 17
OPTION EXERCISES AND YEAR-END OPTION VALUES
No free-standing or tandem Stock Appreciation Rights (SARs) have been
granted. The table below shows the number of exercisable and unexercisable
in-the-money stock options and their values at fiscal year-end. An option is
in-the-money if the fair market value of the underlying securities exceeds the
exercise price of the option.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-
OPTIONS/SARS MONEY OPTIONS/SARS
SHARES VALUE AT FY-END(#)(2) AT FY-END($)(3)
ACQUIRED ON REALIZED ---------------------------- ----------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Wareham 18,000 562,500 221,334 156,666 4,413,360 434,577
-------------------------------------------------------------------------------------------------------------------
A. Ziegler 9,000 279,000 82,332 35,668 1,860,779 155,221
-------------------------------------------------------------------------------------------------------------------
E. Vivanco -- -- 22,832 18,668 324,342 177,846
-------------------------------------------------------------------------------------------------------------------
J. Finney 7,200 212,400 40,666 26,334 925,836 72,289
-------------------------------------------------------------------------------------------------------------------
W. May 3,000 88,500 58,999 16,001 1,383,832 79,843
</TABLE>
(1) Represents the difference between the exercise price and the fair market
value determined on the date of exercise. As a result of the exercises, the
following number of stock units under the Company's Stock Option Gain
Deferral Program was credited to the individual as follows: Mr. Wareham,
11,781 units; Mr. Ziegler, 5,874 units; Mr. Finney, 4,618 units; and Mr.
May, 1,924 units. The Company's Stock Option Gain Deferral Program became
effective in 1998 and assists executives in meeting stock ownership
guidelines. The program allows participants to defer compensation that would
otherwise have been realized on exercise and to receive compensation in the
form of Company Common Stock. Upon meeting certain requirements, the
executive receives stock units, the number of which is determined by
dividing the price of the Common Stock on the date of exercise into the
amount by which the option was "in the money." The stock units are payable
solely in Common Stock following a specified date in the future and earn
dividend equivalents in the form of stock units in the same amounts as
dividends are paid to stockholders in general.
(2) All options granted have a term of ten years, subject to earlier
termination. Options generally have become or will be exercisable over
periods of three years from dates of grant, with the exception of Mr.
Wareham's 1998 and 1999 grants which become exercisable over periods of five
years, and a 1994 grant of options which vested under a performance vesting
feature. Options may become exercisable sooner in the event of death,
disability, retirement or change in control as defined in the Company's 1990
and 1998 Incentive Compensation Plans.
(3) Values were calculated by multiplying the closing market price of the
Company's Common Stock at December 31, 1999 ($50.875 per share) by the
respective number of shares relating to in-the-money options and subtracting
the option price, without any adjustment for any vesting or termination
contingencies or other variables.
TERMINATION AND MANAGEMENT CHANGE IN CONTROL AGREEMENTS
All senior management who are Vice Presidents or above of the Company,
including the named officers, have entered into agreements with the Company that
are effective if, within two years after the occurrence of a change in control
of the Company (as defined in the agreements), any of these individuals is
terminated without cause or has a material change to compensation or
responsibilities. Mr. Wareham's agreement provides for up to five times his
annual compensation as specified in the agreement decreasing over time to no
less than three times such compensation with limited continuance of certain
Company benefits as well as excise tax gross up provisions and separate
provisions in the event of disability. Under the agreements with
14
<PAGE> 18
other senior management, the Company will pay up to two times and, in some
limited cases, up to three times the individual's annual compensation as
specified in the agreements, as well as a limited continuance of certain Company
benefits.
DEFINED BENEFIT PENSION PLANS
The Company's defined benefit qualified and non-qualified supplemental
pension plans provide pension benefits to employees, including officers of the
Company, based upon the average of the highest 60 consecutive months of eligible
compensation and years of eligible service. Eligible compensation includes basic
salary and bonuses earned during the year, including cash-based long-term
incentive plan payouts. Benefit amounts are offset generally by a portion of the
employee's Social Security Covered Compensation and, if applicable, amounts from
any other similar Company or subsidiary sponsored plan. If an employee elects a
form of payment providing a benefit for his or her beneficiary, the benefit
amount for the employee is reduced.
Normal retirement age generally is 65, but employees may continue
employment beyond age 65 and earn additional retirement benefits. Credited years
of eligible normal retirement for the named executive officers would be as
follows: Mr. Wareham, 38 years; Mr. Ziegler, 30 years; Mr. Vivanco, 36 years;
Mr. Finney, 40 years; and Mr. May, 31 years.
The Company entered into agreements with Mr. Ziegler under the
non-qualified supplemental pension plan. The agreement with Mr. Ziegler provides
a benefit from the non-qualified plan equal to the amount (with offsets for a
certain Swiss retirement plan benefit and adjustments for differentials in Swiss
and United States social security systems) he would have received if all service
with SmithKline and SmithKline Beckman, the Company's former parent, had been
included in the Company's qualified plan benefit.
The following table illustrates the annual pension benefits, before any
offsets, calculated as a single life annuity, payable at normal retirement.
PENSION PLAN TABLE
<TABLE>
YEARS OF SERVICE
----------------------------------------------------------------------------------------------------------
REMUNERATION* 15 20 25 30 35 40
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 400,000 102,000 136,000 170,000 204,000 238,000 248,000
- ---------------------------------------------------------------------------------------------------------------------------------
450,000 114,750 153,000 191,250 229,500 267,750 279,000
- ---------------------------------------------------------------------------------------------------------------------------------
500,000 127,500 170,000 212,500 255,000 297,500 310,000
- ---------------------------------------------------------------------------------------------------------------------------------
600,000 153,000 204,000 255,000 306,000 357,000 372,000
- ---------------------------------------------------------------------------------------------------------------------------------
700,000 178,000 238,000 297,500 357,000 416,500 434,000
- ---------------------------------------------------------------------------------------------------------------------------------
800,000 204,000 272,000 340,000 408,000 476,000 544,000
- ---------------------------------------------------------------------------------------------------------------------------------
900,000 229,500 306,000 382,500 459,000 535,500 612,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,000,000 255,000 340,000 425,000 510,000 595,000 680,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,100,000 280,500 374,000 467,500 561,000 654,500 748,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,200,000 306,000 408,000 510,000 612,000 714,000 816,000
- ---------------------------------------------------------------------------------------------------------------------------------
1,300,000 331,500 442,000 552,500 663,000 773,500 884,000
</TABLE>
- ---------------
* The annual average of the highest sixty consecutive months of eligible
compensation.
15
<PAGE> 19
ORGANIZATION AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION(1)
The Organization and Compensation Committee is composed of non-employee,
independent members of the Board of Directors. Principal responsibilities
include the establishment of the Company's executive compensation philosophy,
approval and administration of compensation programs, and other matters relating
to the employment and succession of executive officers and senior management.
From time to time, the Committee uses the advisory services of independent
compensation and benefits consultants in meeting its responsibilities.
COMPENSATION PHILOSOPHY
The objectives of the Company's executive compensation program are to
provide total compensation that will attract and retain executive and management
talent, to motivate and focus each executive toward the achievement of the
Company's strategic business plan and short and long-term financial and
operating goals which in turn will maximize total shareholder value, and to
recognize individual contributions and results as well as Company performance.
The Company's compensation philosophy is to drive results by maintaining a
substantial portion of total pay as "at risk compensation" in the form of annual
and long-term incentives. Total direct compensation, comprised of base pay,
annual and long-term incentive opportunity, is leveraged to achieve the upper
quartiles of total direct pay for outstanding results tied to improving the
Company's performance and shareholder value, and delivers total direct
compensation at the median for industry average performance.
Each element of total direct compensation is reviewed annually by the
Committee for consistency and alignment with the Company's compensation
philosophy:
- BASE PAY competitive targets for each executive position are established
based on the level of responsibility, value of the position to the
Company, and the competitive marketplace. The actual base pay for each
executive reflects that executive's skill, experience and performance.
Executive base pay is reviewed annually and base pay increases may be
awarded based on an evaluation of these factors. The Company targets base
pay at the median of general industry competitive practice.
- ANNUAL INCENTIVE COMPENSATION is directly tied to key financial and
non-financial metrics such as profitability, growth, debt management, and
achievement of strategic goals that relate to both short and long-term
Company performance to enhance shareholder value. In order for an
incentive award to be paid to any executive, the Company has certain key
measures that must be achieved. The Committee believes that when the
Company achieves above average performance against its industry
comparator group, the annual incentive award should reflect that
performance by providing awards above the median of general industry
competitive practice. In 1999, performance levels were established for
earnings per share, pre-tax margin, debt to EBITDA, sales, and individual
goals. Incentive payments reflecting results were made to executive
officers and other plan participants.
- LONG-TERM INCENTIVES are intended to closely align shareholder and
executive interests through the achievement of the Company's strategic
business plan. Long-term incentives are granted in the form of stock
options, restricted stock and other performance-based compensation under
the 1998 Incentive Compensation Plan, and its predecessor, the Incentive
Compensation Plan of 1990. Under these plans, the Committee may award
long-term cash incentives and stock options which have terms not to
exceed ten years and are granted at no less than the fair market value of
Beckman Coulter Common Stock on the date of grant. The Committee
generally targets its long-term incentive awards between the median and
60th percentile of the general industry competitive market, with the
incentive leverage to reach the
- ---------------
(1) THIS SECTION IS NOT "SOLICITING MATERIAL," IS NOT DEEMED FILED WITH THE SEC
AND IS NOT TO BE INCORPORATED BY REFERENCE IN ANY FILING OF THE COMPANY
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934,
WHETHER MADE BEFORE OR AFTER THE DATE HEREOF AND IRRESPECTIVE OF ANY
GENERAL INCORPORATION LANGUAGE IN ANY SUCH FILING.
16
<PAGE> 20
upper quartile range for outstanding performance. In the 1999 award
cycle, executive officers received stock option grants based on the
general industry competitive market for their respective positions.
In order to further align management and shareholder interests, the Company
maintains stock ownership guidelines for all Vice Presidents and executive
officers to acquire and retain stock ownership levels in Company Common Stock at
least one times annual base salary. The multiple for the Chief Executive Officer
is at least four times base pay. Stock ownership guidelines are to be achieved
within five years of appointment to officer status. All Company officers have
either met guidelines or are within the five year timeframe to reach their
appropriate level.
COMPETITIVE ASSESSMENT
The Committee conducts an annual review of the Company's executive total
compensation program under the guidance of its independent executive
compensation consultants. This process assesses the competitiveness of the
Company's total program and its key elements compared with a comparator group
used for compensation purposes. This group consists of a broad range of general
industry companies, a large number of which the Company competes for executive
talent. A number, but not all, of these companies are included in the line of
business index shown on the performance graph. Comparative data is unavailable
for many of the Company's direct competitors that are, generally, either
privately held foreign corporations or divisions of substantially larger
corporations.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The compensation of the Chief Executive Officer of the Company consists of
the same key elements of total direct compensation as other senior executives.
John P. Wareham, Chairman of the Board, Chief Executive Officer and President,
received a base pay increase in February 1999 based on the Committee's
evaluation of his performance in relation to the achievement of the Company's
financial and non-financial goals, his recent appointment as Chief Executive
Officer, and competitive chief executive officer compensation data. Mr.
Wareham's base pay was increased to $650,000.
Annual incentive awards for the Chief Executive Officer are based on
achievement of annual financial as well as strategic and individual performance
goals. In 1999, financial goals focused upon continuing consolidation and
leveraging of the integrated Company. In February 1999, the Committee approved
financial goals and targeted incentive award opportunities based upon level of
achievement of pre-determined performance targets for earnings per share, sales,
pre-tax margin and debt to EBITDA. The incentive awards for achievement of
financial goals was made in accordance with the pre-authorized plan formulas.
With the addition of the Committee's evaluation of individual performance
against pre-established goals, Mr. Wareham's total incentive award for 1999 was
$486,100. The 1999 annual incentive payment reflects the Committee's evaluation
of Mr. Wareham's individual performance measures established by the Committee,
and the respective achievement level of Company financial metrics.
For 1999, Mr. Wareham received an annual long-term incentive grant at the
upper quartiles of competitive market data clearly linking his leadership at the
Company with its continued future success through its extended vesting
requirements. Mr. Wareham's grant was a non-qualified stock option and was
granted at fair market value.
OTHER MATTERS
The Committee reviewed and approved adoption of a change-in-control
agreement for the Chief Executive Officer and extended an existing
change-in-control agreement for other selected officers. The intent of these
agreements is to ensure continuity of executive leadership and minimize
uncertainty in the execution of business strategies.
17
<PAGE> 21
Section 162 of the Internal Revenue Code generally limits to $1 million the
deductibility of compensation paid to certain executives, with some exceptions
for certain performance-based and other compensation. The Committee believes
that its primary objectives are to attract, retain and award executive talent in
a manner that is in the best interests of both the Company and its stockholders.
Accordingly, the Committee will consider the appropriate balance with tax
deductibility levels, but will not necessarily be limited by Section 162, as it
determines executive compensation strategy.
Organization and Compensation
Committee
William N. Kelley, Chair
Hugh K. Coble
Van B. Honeycutt
Betty Woods
18
<PAGE> 22
PERFORMANCE GRAPH(1)
The line graph below compares the cumulative total stockholder return on
Beckman Coulter's Common Stock (based on its market price and assuming
reinvestment of dividends) with the S&P 500 Composite Index and the S&P 500
Health Care (Medical Products and Supplies) Index for the last five fiscal
years.
Stock price performance shown on the graph is not necessarily indicative of
future price performance and in no way reflects the Company's forecast of future
financial performance.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
S&P HEALTH CARE MED PDS
BECKMAN COULTER S&P 500 INDEX & SUPP. PROD.
--------------- ------------- -----------------------
<S> <C> <C> <C>
12/94 100 100 100
12/95 129 138 169
12/96 142 169 194
12/97 150 226 242
12/98 206 290 349
12/99 195 351 323
</TABLE>
- ---------------
* Assumes $100 invested on December 31, 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has appointed the Audit Committee, whose members and functions
are described under "Additional Information about the Board of
Directors -- Board Committees" above. Upon recommendation of the Audit
Committee, the Board has appointed the firm of KPMG LLP as the Company's
independent accountants for the current year. KPMG LLP has served as auditor of
the Company since it was selected in March 1990 to serve as the Company's
independent accountant for the year ended December 31, 1990.
Representatives of KPMG LLP are expected to be present at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions.
- ---------------
(1) THIS SECTION IS NOT "SOLICITING MATERIAL," IS NOT DEEMED FILED WITH THE SEC
AND IS NOT TO BE INCORPORATED BY REFERENCE IN ANY FILING OF THE COMPANY
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934,
WHETHER MADE BEFORE OR AFTER THE DATE HEREOF AND IRRESPECTIVE OF ANY
GENERAL INCORPORATION LANGUAGE IN ANY SUCH FILING.
19
<PAGE> 23
ANNUAL REPORT
A copy of the 1999 Annual Report to stockholders which includes the
financial statements, but excludes Form 10-K exhibits, is being mailed to each
stockholder of record as of February 7, 2000, together with the proxy materials.
DEADLINE FOR STOCKHOLDER PROPOSALS
Any proposal of an eligible stockholder intended to be presented at the
Company's 2001 annual meeting must be received in writing by the Secretary of
the Company on or before November 3, 2000, if the proposal is to be considered
by the Board for inclusion in the Company's proxy materials for that meeting.
OTHER BUSINESS
PRESENTED BY MANAGEMENT
The Board does not intend to present any business at the Annual Meeting
other than as stated above. As of the date of this Proxy Statement, neither the
Board nor Management knows of any other matters to be brought before the
stockholders at this Annual Meeting. If any other matters properly come before
the meeting, action may be taken thereon pursuant to the proxies in the form
enclosed, which confer discretionary authority on the persons named therein or
their substitute with respect to such matters.
PRESENTED BY STOCKHOLDERS
The Company's By-Laws contain certain advance notice procedures which
stockholders must follow to submit proposals for consideration at future
stockholder meetings, including also the nomination of persons for election as
director. Such items of business must be submitted in writing to the Secretary
of the Company at the Company's headquarters (address shown on Page 1 of this
Proxy Statement) and must be received no later than 60 days prior to the
scheduled annual meeting date. Thus, unless the Company discloses a change in
the scheduling of the next annual meeting, April 5, 2001, stockholder proposals
for consideration at that meeting must be received by the Secretary of the
Company by February 2, 2001. If the scheduled meeting date is changed and the
Company does not provide at least 70 days' advance notice or public disclosure
of the change, then stockholders have until the close of business on the 10th
day after the date the Company gave notice or publicly disclosed the changed
date of the annual meeting in which to submit proposals. In addition, the notice
must meet all requirements contained in our By-Laws. Stockholders may contact
the Secretary of the Company at our company headquarters for a copy of the
relevant By-Law provisions regarding requirements for making stockholder
proposals and nominating director candidates.
By Order of the Board of Directors
/s/ WILLIAM H. MAY
William H. May
Vice President, General Counsel and
Secretary
March 3, 2000
20
<PAGE> 24
TRUSTEE VOTING INSTRUCTION CARD
BECKMAN COULTER, INC. ("BECKMAN COULTER") BENEFIT EQUITY TRUST
The Board of Directors of Beckman Coulter has solicited a proxy from
Mellon Bank, N.A., as Trustee for the Beckman Coulter Benefit Equity Trust, on
matters presented at the Beckman Coulter Annual Meeting of Stockholders, April
6, 2000, and any adjournments or postponements thereof. The undersigned directs
the Trustee on the matters shown on the reverse side hereof. The nominees for
Director for the term expiring in 2003 are:
01. Peter B. Dervan, Ph.D., 02. Gavin S. Herbert, 03. C. Roderick O'Neil
This card constitutes voting instructions to the Trustee only.
Completion of this card does not imply, create or bestow on the undersigned any
ownership or other rights to assets in the Beckman Coulter Benefit Equity
Trust. All shares of Beckman Coulter Common Stock held in the Trust on the
Record Date will be voted as directed in proportion to the number of responses
received by the Trustee.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED ONLY SIGN, DATE AND RETURN THE CARD WITHOUT MARKING
ANY BOXES, IF YOU WISH TO INSTRUCT THE TRUSTEE TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS. IF YOU PROVIDE YOUR INSTRUCTIONS BY
TELEPHONE OR VIA THE INTERNET YOU DO NOT NEED TO RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
[MELLON TRUST LOGO]
A T T E N T I O N
TRUSTEE VOTING INSTRUCTION INFORMATION
BENEFIT EQUITY TRUST
PLEASE PROVIDE YOUR INSTRUCTIONS TO THE TRUSTEE PROMPTLY. ALL INSTRUCTIONS MUST
BE RECEIVED BY APRIL 3, 2000 TO BE INCLUDED IN THE TABULATION FOR THE TRUSTEE'S
VOTE.
The Benefit Equity Trust was established to assist Beckman Coulter, Inc. in
meeting its stock-based obligations. You do not have any interests,
entitlements, claims, ownership or beneficial ownership in any stock or other
assets of the Beckman Coulter, Inc. Benefit Equity Trust. However, pursuant to
the terms of the trust, we as trustee hereby request your assistance as a
recent participant in the Beckman Coulter, Inc. Employees' Stock Purchase Plan
by directing the vote of the Trust's holdings of Beckman Coulter Common Stock.
We encourage you to provide us with your direction by completing and
returning the above Trustee Voting Instruction Card or by telephone or via the
internet. Please see the reverse side of this card for more information on these
three ways to submit your instructions. If you do so by telephone or via the
internet, you do not need to return the instruction card.
ALL BECKMAN COULTER COMMON STOCK SHARES HELD IN THE TRUST WILL BE VOTED BY
MELLON BANK, N.A., AS TRUSTEE, AND THE VOTE WILL BE IN THE SAME PROPORTIONS AS
THE NUMBER OF INSTRUCTIONS RECEIVED BY US. ACCORDINGLY, WE ARE LOOKING FORWARD
TO YOUR ASSISTANCE IN PROVIDING US WITH YOUR VOTING PREFERENCES.
MELLON BANK, N.A., TRUSTEE
Beckman Coulter, Inc.
Benefit Equity Trust
March 2000
<PAGE> 25
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE INSTRUCTION CARD MUST BE PROPERLY EXECUTED IN ORDER FOR SHARES TO BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF PROPERLY EXECUTED, BUT NO
DIRECTION IS GIVEN, IT WILL BE COUNTED AS A VOTE FOR PROPOSALS 1 AND 2.
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
________________________________________________________________________________
1. Election of Directors (see reverse) FOR WITHHELD
[ ] [ ]
For, except vote withheld from the following nominee(s)
_________________________________
2. Approval of Amendment to the Company's Fourth Restated Certificate of
Incorporation to Increase the Number of Authorized Shares of Common Stock
from 75,000,000 shares to 150,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
________________________________________________________________________________
NOTE: Please date and sign your name exactly as
it appears hereon.
_______________________________________________
SIGNATURE DATE
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
YOUR INSTRUCTIONS ARE IMPORTANT.
Please consider the proposals discussed in the proxy statement and instruct the
Trustee by:
o Accessing the World Wide Web site http://www.eproxyvote.com/bec1 to submit
your instructions via the internet, or
o Using a touch-tone telephone to submit your instructions by phone toll
free from the U.S. or Canada. Simply dial 1-877-779-8683 and follow the
instructions, or
o Completing, dating, signing and mailing the proxy card in the U.S.
postage-paid envelope included with the proxy statement or sending it to
Beckman Coulter, Inc., c/o First Chicago Trust, a Division of EquiServe,
P.O. Box 8531, Edison, New Jersey 08818-8911.
You can vote by phone or via the internet anytime on or before April 3, 2000.
You will need the voter CONTROL NUMBER which is printed above to vote by phone
or via the internet.
You may receive other Proxy or Voting Instruction Cards solicited by the Beckman
Coulter Board of Directors if you own Beckman Coulter Common Stock or if it is
held on your behalf or if there are differences in the recording of your name on
employee and stock registration records. Please vote or grant a proxy for shares
represented by each such card you receive in order to assure a quorum for the
meeting and to assure that all shares are represented. If you return multiple
cards by mail, you may use the same return envelope. If you use the internet or
telephone to provide your instruction or grant a proxy, each card will have a
separate voter control number and must be voted separately.
<PAGE> 26
BECKMAN COULTER, INC.
PROXY/VOTING INSTRUCTION CARD
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
BECKMAN COULTER, INC. HEADQUARTERS, FULLERTON, CALIFORNIA
THURSDAY, APRIL 6, 2000, 10:00 A.M.
The undersigned hereby authorizes and appoints John P. Wareham and Charles
A. Haggerty and each of them, as true and lawful agents and proxies with full
power of substitution in each, to represent the undersigned as indicated on the
reverse side hereof and in their discretion on all matters as may come before
the 2000 Annual Meeting of Stockholders or any adjournments or postponements
thereof.
Nominees for Director for Term Expiring in 2003:
01. Peter B. Dervan, Ph.D., 02. Gavin S. Herbert, 03. C. Roderick O'Neil
This card provides voting instructions, as applicable, to (1) the appointed
proxies for shares held of record by the undersigned (including shares, if any,
held under the Company's Dividend Reinvestment Plan and in First Chicago book
entry accounts for certain employee purchases) and (2) the Trustee for shares,
if any, held on behalf of the undersigned in the Company's Savings Plan.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE). YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, IN WHICH CASE YOU NEED ONLY SIGN,
DATE AND RETURN THE CARD. IF YOU SUBMIT YOUR PROXY BY TELEPHONE OR VIA THE
INTERNET, YOU NEED NOT ALSO RETURN THE CARD.
--------------
SEE REVERSE
SIDE
--------------
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
BECKMAN COULTER, INC.
CORPORATE HEADQUARTERS
4300 N. HARBOR BOULEVARD
FULLERTON, CA 92835
(714) 871-4848 -- (562) 691-0841
[MAP]
Parking will be available at the corner of Harbor Blvd. and Lambert Road. To
enter the parking area continue north on Harbor Blvd., turn right on Lambert
Road and then immediately turn right into first parking entrance.
<PAGE> 27
<TABLE>
<S> <C>
PLEASE MARK YOUR
[X] VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF PROPERLY EXECUTED, BUT NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
- ------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
- ------------------------------------------------------------------------------------------------------------
1. Election of Directors (see reverse) FOR WITHHELD
[ ] [ ]
For, except vote withheld from the following nominee(s)
--------------------------
2. Approval of Amendment to the Company's Fourth Restated Certificate of Incorporation to Increase
the Number of Authorized Shares of Common Stock from 75,000,000 shares to 150,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- ------------------------------------------------------------------------------------------------------------
Please check this box if you [ ]
plan to attend the Annual Meeting.
The signer hereby revokes all instructions here-
tofore given by the signer to vote at said meeting or
any adjournment thereof.
NOTE: PLEASE DATE AND SIGN EXACTLY AS NAME
APPEARS HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
--------------------------------------------------------
--------------------------------------------------------
SIGNATURE(S) DATE
</TABLE>
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
Dear Stockholder:
You may submit your proxy in one of these ways:
o Accessing the World Wide Web site http://www.eproxyvote.com/bec to submit
your instructions via the internet, or
o Using a touch-tone telephone to submit your instructions by phone toll
free from the U.S. or Canada. Simply dial 1-877-779-8683 and follow the
instructions, or
o Completing, dating, signing and mailing the proxy card in the U.S.
postage-paid envelope included with the proxy statement or sending it to
Beckman Coulter, Inc., c/o First Chicago Trust, a Division of EquiServe,
P.O. Box 8531, Edison, New Jersey 08818-8911.
You can submit your proxy by phone or via the internet anytime on or before
April 3, 2000. You will need the voter CONTROL NUMBER printed above to vote by
phone or via the internet. You should indicate if you plan to attend the meeting
in the box provided if you submit by mail or when prompted if you use the phone
or internet method.
If shares are held on your behalf under the Beckman Coulter, Inc. Savings Plan,
the proxy will serve to provide instructions to the plan trustee who will then
vote the shares. Instructions must be received by April 3, 2000 to be included
in the tabulation for the trustee's vote.
If you receive more than one set of proxy materials from the Company, please act
promptly on each set you receive because each represents separate shares. If you
return multiple cards by mail, you may use the same return envelope. If you use
the internet or telephone to provide your instruction or grant a proxy, each
card will have a separate voter control number and must be voted separately.
<PAGE> 28
2000 TELEPHONE VOTING SCRIPT
- --------------------------------------------------------------------------------
TOLL FREE: 1-877-PRX-VOTE OR 1-877-779-8683
- --------------------------------------------------------------------------------
1. Welcome to the electronic voting system. Please have your proxy card
available before voting.
2. Enter the Voter Control Number as it appears on the proxy card followed by
the pound sign.
3. Enter the last four digits of the U.S. taxpayer identification number for
this account followed by the pound sign.
4. The company that you are voting is Beckman Coulter, Inc.
5. Your vote is subject to the same terms and authorizations as indicated on
the proxy card. It also authorizes the named proxies to vote according to
the instructions at the meeting of the stockholders.
6. To vote all proposals in accordance with the recommendations of the Board of
directors, press 1. If you wish to vote on one proposal at a time, press 2.
If 1, go to 10.
If 2, go to 7.
7. Item # 1. To vote for all nominees press 1. To withhold from all nominees
press 2. To withhold from individual nominees press 3.
If 1, go to 8.
If 2, go to 8.
If 3, go to Director Exception.
- --------------------------------------------------------------------------------
DIRECTOR EXCEPTION
- --------------------------------------------------------------------------------
Using your proxy card, enter the 2-digit number of a nominee from
whom you wish to withhold your vote. When completed press 00.
1
<PAGE> 29
- --------------------------------------------------------------------------------
If 00, go to 8.
If valid nominee number, go to Next Nominee.
NEXT NOMINEE
To withhold your vote from another nominee enter the 2-digit number next
to the nominee, or if you have completed voting on directors press 00.
If 00, go to 8.
If valid nominee number, go to Next Nominee.
INVALID NOMINEE NUMBER
You have entered an invalid nominee number.
{Go to Next Nominee.}
8. Item # 2. To vote for, press 1; against, press 2; to abstain, press 3.
If 1, go to 9.
If 2, go to 9.
If 3, go to 9.
9. If you would like to attend the annual meeting, press 1. If not, press 2.
If 1, go to 10.
If 2, go to 10.
10. You have cast your vote as follows:
- --------------------------------------------------------------------------------
{Playback back the appropriate vote for this proxy card.}
- --------------------------------------------------------------------------------
DEFAULT PLAYBACK
You have voted with the recommendations of the board of directors.
DIRECTOR PROPOSAL PLAYBACK
For all nominees
2
<PAGE> 30
- --------------------------------------------------------------------------------
Or
For all nominees except: #
Or
Withhold For all nominees
FOR/AGAINST/ABSTAIN PROPOSAL PLAYBACK
Item # {For | Against | Abstain}
- --------------------------------------------------------------------------------
11. To confirm your vote, press 1. To cancel your vote, press 2.
If 1, go to 13.
If 2, go to 12.
12. Your vote has been cancelled. Please call and try again or mark, sign, and
return your voting card in the envelope provided. Thank you.
13. Your vote has been successfully recorded. It is not necessary for you to
mail your card. If you wish to vote another proxy card or change your vote
please hang up and call back. Thank you.
- --------------------------------------------------------------------------------
NO KEY PRESSED
Go to the same item (repeat three times); otherwise, go to Error.
INVALID NUMBER
Go to the same item (repeat three times); otherwise, go to Error.
ERROR
We are unable to process your request at this time. Thank you for
calling.
{Call ends.}
3
<PAGE> 31
[BECKMAN COULTER LOGO]
[VOTE
BY NET] ONLY INSTRUCTIONS TO THE TRUSTEE OF THE COMPANY'S BENEFIT EQUITY TRUST
MAY BE SUBMITTED AT THIS WEB SITE NO LATER THAN APRIL 3, 2000. IF YOU
ALSO WANT TO SUBMIT A PROXY FOR SHARES REPRESENTED BY OTHER
PROXY/INSTRUCTION CARDS, A DIFFERENT WEB SITE AND VOTER CONTROL NUMBER
IS SHOWN ON EACH CARD. PLEASE HAVE YOUR "TRUSTEE VOTING INSTRUCTION
CARD" AVAILABLE BEFORE PROCEEDING AT THIS WEB SITE.
[1] Enter the Voter Control Number that appears in the box on your
Trustee Voting Instruction Card.
--------------------------------------
[2] Enter the last 4 digits of your U.S. Social Security Number.
--------------
If you do not have a U.S. Social Security Number please leave this
box blank.
IMPORTANT: FOR YOUR VOTE TO BE CAST, THE VOTER CONTROL NUMBER AND
THE LAST FOUR DIGITS OF YOUR U.S. SOCIAL SECURITY NUMBER MUST
MATCH THE NUMBERS ON OUR RECORDS.
==================================================================
[3] Enter your e-mail address to receive an e-mail confirmation of
your voting instruction.
-----------------------------------------
Please enter your e-mail address again for validation.
-----------------------------------------
[Button: Proceed]
<PAGE> 32
[BECKMAN COULTER LOGO]
[VOTE BY NET LOGO] WELCOME!
Name Line
Address Line
City, State Zip Line
[Button: Proceed]
<PAGE> 33
[BECKMAN COULTER LOGO]
TRUSTEE VOTING INSTRUCTION CARD
BECKMAN COULTER, INC. ("BECKMAN COULTER") BENEFIT EQUITY TRUST
The Board of Directors of Beckman Coulter has solicited a proxy from Mellon
Bank, N.A., as Trustee for the Beckman Coulter Benefit Equity Trust, on matters
presented at the Beckman Coulter Annual Meeting of Stockholders, April 6, 2000,
and any adjournments or postponements thereof. The undersigned directs the
Trustee on the matters shown below. The nominees for Director for the term
expiring in 2003 are:
01-Peter B. Dervan, Ph.D., 02-Gavin S. Herbert, 03-C. Roderick O'Neil
This card constitutes voting instructions to the Trustee only. Completion of
this card does not imply, create or bestow on the undersigned any ownership or
other rights to assets in the Beckman Coulter Benefit Equity Trust. All shares
of Beckman Coulter Common Stock held in the Trust on the Record Date will be
voted as directed in proportion to the number of responses received by the
Trustee. If you provide your instruction via the Internet you do not need to
return this card.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL NOMINEES FOR DIRECTOR AND
"FOR" PROPOSAL 2.
===============================================================================
CHECK THIS BOX TO CAST YOUR VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS [ ]
THE BOARD RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR DIRECTOR.
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of Directors [ ] [ ]
Or, check the box for the Director(s) from whom you wish to withhold your vote:
[ ] Peter B. Dervan, Ph.D. [ ] Gavin S. Herbert [ ] C. Roderick O'Neil
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 2.
For Against Abstain
2. Approval of Amendment to the Company's Fourth
Restated Certificate of Incorporation to Increase [ ] [ ] [ ]
the Number of Authorized Shares of Common Stock
from 75,000,000 shares to 150,000,000 shares.
================================================================================
To submit your vote please click the button below.
(Your vote will not be counted until the Submit Your Vote button is clicked.)
[Button: Submit Your Vote]
<PAGE> 34
[BECKMAN COULTER LOGO]
[VOTE
BY NET] YOUR PROXY VOTE HAS BEEN RECORDED AS FOLLOWS:
=============================================================
1. Election of Directors
=============================================================
2. Approval of Amendment to the Company's Fourth Restated
Certificate of Incorporation to Increase the Number of
Authorized Shares of Common Stock from 75,000,000 shares
to 150,000,000 shares.
=============================================================
Please review your vote. If this is incorrect, please use the
Back button on your browser, change your vote and resubmit.
If this is correct, please click the button below.
[Button: Proceed]
<PAGE> 35
[BECKMAN COULTER LOGO]
[VOTE
BY NET] SUCCESS! YOUR VOTING INSTRUCTION WILL BE TABULATED BY EQUISERVE
WITHIN 24 HOURS.
Thank you for providing voting instructions to the Trustee. You may
have received other Beckman Coulter, Inc. Proxy/Voting Instruction
cards representing Company Common Stock held by you or on your behalf.
To submit your proxy for shares represented by these cards via the
Internet, please click here and use the Voter Control Number shown on
each card. Each card must be voted separately. If you hold shares in
"streetname" through a broker, bank or other entity, those shares are
not voted at this web site, but may be voted under a process provided
by those entities. Please vote all cards you receive.
<PAGE> 36
[BECKMAN COULTER LOGO]
[VOTE
BY NET] PLEASE HAVE YOUR BECKMAN COULTER, INC. PROXY/VOTING INSTRUCTION CARD
AVAILABLE BEFORE YOU PROCEED. IF YOU HAVE MORE THAN ONE PROXY CARD
WHICH MAY BE SUBMITTED AT THIS WEB SITE, YOU MUST COMPLETE THE
PROCESS SEPARATELY FOR EACH CARD BY CLICKING ON THE VOTE ANOTHER
PROXY BUTTON WHICH WILL APPEAR AFTER YOU HAVE SUCCESSFULLY COMPLETED
THE SUBMISSION OF YOUR FIRST PROXY CARD. A SEPARATE VOTER CONTROL
NUMBER APPEARS ON EACH CARD. YOU MAY SUBMIT YOUR PROXY AT THIS WEB
SITE NO LATER THAN APRIL 3, 2000.
[1] Enter the Voter Control Number.
--------------------------------------
[2] Enter the last 4 digits of your U.S. Social Security Number or
U.S. Taxpayer Identification Number for this account.
--------------
If you do not have a U.S. Social Security Number or a U.S.
Taxpayer Identification Number for this account, please leave this
box blank.
IMPORTANT: FOR YOUR VOTE TO BE CAST, THE VOTER CONTROL NUMBER AND
THE LAST FOUR DIGITS OF YOUR U.S. SOCIAL SECURITY NUMBER OR U.S.
TAXPAYER IDENTIFICATION NUMBER FOR THIS ACCOUNT MUST MATCH THE
NUMBERS ON OUR RECORDS.
==================================================================
[3] If you wish to receive an e-mail confirmation of your vote, enter
your e-mail address below.
-----------------------------------------
Please enter your e-mail address again for validation.
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[Button: Proceed]
<PAGE> 37
[BECKMAN COULTER LOGO]
[VOTE BY NET LOGO] WELCOME!
Name Line
Address Line
City, State Zip Line
[Button: Proceed]
<PAGE> 38
[BECKMAN COULTER LOGO]
PROXY/VOTING INSTRUCTION CARD
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
BECKMAN COULTER, INC. HEADQUARTERS, FULLERTON, CALIFORNIA
THURSDAY, APRIL 6, 2000, 10:00 A.M.
The undersigned hereby authorizes and appoints John P. Wareham and Charles A.
Haggerty and each of them, as true and lawful agents and proxies with full
power of substitution in each, to represent the undersigned as indicated below
and in their discretion on all matters as may come before the 2000 Annual
Meeting of Stockholders or any adjournments or postponements thereof.
Nominees for Director for Term Expiring in 2003:
01-Peter B. Dervan, Ph.D., 02-Gavin S. Herbert, 03-C. Roderick O'Neil
This card provides voting instructions, as applicable, to (1) the appointed
proxies for shares held of record by the undersigned (including shares, if any,
held under the Company's Dividend Reinvestment Plan and in First Chicago book
entry accounts for certain employee purchases) and (2) the Trustee for shares,
if any, held on behalf of the undersigned in the Company's Savings Plan. If you
submit your proxy via the Internet, you do not need to return your proxy card.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ALL NOMINEES FOR DIRECTOR AND
"FOR" PROPOSAL 2.
================================================================================
CHECK THIS BOX TO CAST YOUR VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS [ ]
THE BOARD RECOMMENDS A VOTE "FOR" ALL NOMINEES FOR DIRECTOR.
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of Directors [ ] [ ]
Or, check the box for the Director(s) from whom you wish to withhold your vote:
[ ] Peter B. Dervan, Ph.D. [ ] Gavin S. Herbert [ ] C. Roderick O'Neil
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 2.
2. Approval of Amendment to the Company's Fourth For Against Abstain
Restated Certificate of Incorporation to Increase
the Number of Authorized Shares of Common Stock [ ] [ ] [ ]
from 75,000,000 shares to 150,000,000 shares.
================================================================================
<PAGE> 39
Check the box below, if the option applies to you.
[ ] I plan to attend the Annual Meeting.
To submit your vote please click the button below.
(Your vote will not be counted until the Submit Your Vote button is clicked)
[Button: Submit Your Vote]
<PAGE> 40
[BECKMAN COULTER LOGO]
[VOTE BY NET LOGO] YOUR PROXY VOTE HAS BEEN RECORDED AS FOLLOWS:
======================================================
1. Election of Directors
======================================================
2. Approval of Amendment to the Company's Fourth
Restated Certificate of Incorporation to Increase the
Number of Authorized Shares of Common Stock from
75,000,000 shares to 150,000,000 shares.
======================================================
Please review your vote. If this is incorrect, please
use the Back button on your browser, change your vote
and resubmit. If this is correct, please click the
button below.
[Button: Proceed]
<PAGE> 41
[BECKMAN COULTER LOGO]
[VOTE
BY NET] SUCCESS! YOUR VOTE HAS BEEN CAST AND WILL BE TABULATED BY EQUISERVE
WITHIN 24 HOURS.
THANK YOU FOR VOTING. IF YOU HAVE ADDITIONAL PROXY/VOTING INSTRUCTION
CARDS WHICH MAY BE VOTED AT THIS WEB SITE, PLEASE CLICK ON THE VOTE
ANOTHER PROXY BUTTON BELOW.
Important: If you are providing instruction to the Trustee of the
Beckman Coulter Benefit Equity Trust, please click here. If you also
hold shares in "street name" through a broker, bank or other entity,
those shares are not voted at this web site, but may be voted under a
process provided by those entities. Please vote all cards you receive.
[Button: Vote Another Proxy]
