<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-12
</TABLE>
RUBBERMAID INCORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RUBBERMAID INCORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
[Rubbermaid Logo]
RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
- --------- DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders
to be held at Fisher Auditorium, Ohio Agricultural Research and
Development Center, Wooster, Ohio at 9:00 a.m., on April 23, 1996.
The Notice of Annual Meeting of Shareholders and the Proxy Statement
describe the matters to be acted upon at the meeting. Regardless of the
number of shares you own, your vote on these matters is important.
Whether or not you plan to attend the meeting, we urge you to mark your
choices on the enclosed proxy card and to sign and return it in the
envelope provided. If you later decide to vote in person at the meeting,
you will have an opportunity to revoke your proxy and vote by ballot.
Admission to the meeting will be by admission card only. If you plan
to attend please mark the appropriate box on the enclosed proxy card so
that we can mail an admission card to you in advance of the meeting. If
you are a stockholder whose shares are not registered in your own name
please write the Corporate Secretary, 1147 Akron Road, Wooster, Ohio
44691 to request an admission card furnishing proof of shareholder
status, such as a bank or brokerage firm account number.
We look forward to seeing you at the meeting.
Sincerely yours,
/s/ Wolfgang R. Schmitt
WOLFGANG R. SCHMITT
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
[Rubbermaid Logo]
RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
- --------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -- APRIL 23, 1996
The Annual Meeting of the Shareholders of Rubbermaid Incorporated will
be held at the Fisher Auditorium, Ohio Agricultural Research and
Development Center, Wooster, Ohio, at 9:00 a.m., April 23, 1996, for the
following purposes:
1. To elect Directors.
2. To transact such other business as may properly come before
the meeting and any adjournments thereof.
Shareholders of record at the close of business on February 23, 1996,
will be entitled to vote at the Annual Meeting and any adjournments
thereof.
By order of the Board of Directors.
JAMES A. MORGAN
Secretary
Wooster, Ohio
March 8, 1996
Approximate date of mailing to shareholders
<PAGE> 4
[Rubbermaid Logo]
RUBBERMAID INCORPORATED
PROXY STATEMENT
March 8, 1996
- --------- SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors for use
at the Annual Meeting of Shareholders to be held on April 23, 1996. A
Proxy may be revoked by the maker by notice to the Company in writing or
in open meeting without affecting any vote previously taken. A Proxy is
not revoked by the death or incompetency of the maker unless, before the
authority granted thereunder is exercised, written notice of such death
or incompetency is received by the Company from the executor or
administrator of the estate or from a fiduciary having control of the
shares represented by such Proxy.
The expense of solicitation of proxies will be borne by the Company.
Solicitation will be made only by mail, except that, if necessary,
regular employees of the Company without additional compensation
therefor may make solicitation by telephone or telecopy. The Company has
also engaged a professional proxy solicitation firm to aid in the
solicitation of proxies, for whose services the Company will pay a fee
of not more than $10,000.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding Notice. If the enclosed Proxy is properly
executed and returned to the Company, all shares represented thereby
will be voted as indicated thereon.
- --------- ANNUAL REPORT
The Annual Report of the Company for the year ended December 31, 1995,
is being mailed to shareholders with this Proxy Statement.
- --------- VOTING SECURITIES
As of February 23, 1996, there were outstanding 153,502,232 Common
Shares of the Company, which is the only class of stock outstanding and
entitled to vote at the Annual Meeting or any adjournment thereof. The
holders of such shares will be entitled to cast one vote for each share
held of record as of the record date. A quorum for the transaction of
business at the Annual Meeting requires representation, in person or by
proxy, of a majority of the issued and outstanding shares. Abstentions
and broker non-votes are tabulated in determining the votes present at a
meeting. Consequently, an abstention or a broker non-vote has the same
effect as a vote against certain
1
<PAGE> 5
proposals or a director nominee, as each abstention or broker non-vote
would be one less vote in favor of such a proposal or for a director
nominee.
If notice in writing shall be given by any shareholder to the
President, a Vice President, or the Secretary, not less than 48 hours
before the time fixed for the holding of the meeting, that such
shareholder desires that the voting for Directors be cumulative, and if
an announcement of the giving of such notice is made upon the convening
of the meeting by the President or Secretary or by or on behalf of the
shareholder giving such notice, each shareholder shall have the right to
cumulate such voting power as the shareholder possesses at such election
and to give one candidate as many votes as the number of Directors to be
elected multiplied by the number of such votes equals, or to distribute
the votes on the same principle among two or more candidates, as the
shareholder sees fit. The accompanying proxy solicits the discretionary
authority for the Proxy Committee to cumulate votes should cumulative
voting be effective for this meeting.
- --------- ELECTION OF DIRECTORS
The Board is divided into three classes of Directors. At each Annual
Meeting of Shareholders, members of one of the classes, on a rotating
basis, are elected for a three-year term.
The terms of four incumbent Directors, Messrs. Gault, Gerrity,
Schloemer and Sullivan expire at the forthcoming Annual Meeting of
Shareholders. Pursuant to Board retirement policy, Mr. Gault will retire
from the Board at that time and will not, therefore, stand for
re-election. Mr. Gault has been a Director since 1978, was Chairman and
Chief Executive Officer from 1980 until 1991, has served the Company
with distinction and dedication and the Board wishes to express its
appreciation to him for his leadership and guidance over the years. In
recognition of his service, the Board has named Mr. Gault Director
Emeritus effective with his retirement.
Messrs. Gerrity, Schloemer and Sullivan are nominees for election to
the class of Directors whose terms expire in 1999. This will leave a
vacancy in that class; however, the Board has no immediate plans to fill
the vacancy and has previously, pursuant to the Company's Code of
Regulations, provided that the size of the Board of Directors be set at
11 effective with Mr. Gault's retirement from the Board. Pursuant to the
Code of Regulations, the Company has the authority to determine the
number of Directors within a range of 10 to 14.
It is intended that proxies for the Board of Directors containing no
designation to the contrary will be voted for the election of Messrs.
Gerrity, Schloemer and Sullivan to the class of Directors whose terms
will expire in 1999. Pursuant to the Company's Code of Regulations, the
nominees receiving the greatest number of votes at the Annual meeting
will be elected.
If for any reason any nominee is not available when the election
occurs, the Proxy Committee will vote in accordance with its best
judgment. The Board of Directors has no reason to believe that any
nominee will not be available.
2
<PAGE> 6
- --------- INFORMATION AS TO BOARD OF DIRECTORS AND NOMINEES
- --------------------------------------------------------------------------------
TOM H. BARRETT Age: 65
Director Since 1984 Expiration of Present Term: 1998
Partner, American Industrial Partners. Former Chairman
and Chief Executive Officer, The Goodyear Tire & Rubber
Company, Akron, OH (1989-1991), manufacturer of tires,
chemicals, plastic film and other rubber products.
[PHOTO] Previously from 1988, President and Chief Executive
Officer. Prior thereto and from 1982 President and
Chief Operating Officer. Also Director of Air Products
and Chemicals Inc., Easco Corporation, Fieldcrest
Cannon Inc., Mutual Life Insurance Company of New York
and A. O. Smith Corporation.
- --------------------------------------------------------------------------------
CHARLES A. CARROLL Age: 46
Director Since 1993 Expiration of Present Term: 1998
President and Chief Operating Officer of the Company
since September 1993. From 1990 until May 1994 he
[PHOTO] served as President of the Home Products Division.
Prior thereto and from 1988, he was President of
Rubbermaid Specialty Products. He has been employed by
the Company in various sales and management capacities
since 1971.
- --------------------------------------------------------------------------------
ROBERT O. EBERT Age: 68
Director Since 1976 Expiration of Present Term: 1998
[PHOTO]
Investor.
- --------------------------------------------------------------------------------
ROBERT M. GERRITY Age: 58
Director Since 1993 Expiration of Proposed Term: 1999
Corporate Director. Also, Senior Advisor, Investment
Banking to Everen Securities Inc., Chicago, IL. Former
Vice Chairman (1991-1993) of New Holland, n.v., London,
[PHOTO] England, a worldwide manufacturer of agricultural and
industrial equipment which was formed by Fiat Geotech
and Ford New Holland Inc., of which Mr. Gerrity was
President and Chief Executive Officer from 1982. He had
been associated with Ford Motor Company since 1965
spending much of his career in international operations
in Latin America and Europe. Also a Director of
Harnischfeger Industries Inc. and Libralter Plastics
Inc.
- --------------------------------------------------------------------------------
<PAGE> 7
KAREN N. HORN Age: 52
Director Since 1987 Expiration of Present Term: 1997
Chairman, Bank One, Cleveland, N.A., Cleveland, OH,
since 1987 and Chief Executive Officer from 1987 to
[PHOTO] 1995. Prior thereto and from 1982, President, Federal
Reserve Bank of Cleveland. Also a director of British
Petroleum Company P.L.C., Eli Lilly and Company and TRW
Inc.
- --------------------------------------------------------------------------------
WILLIAM D. MAROHN Age: 55
Director Since 1993 Expiration of Present Term: 1997
President and Chief Operating Officer (since October
1992), Whirlpool Corporation, a manufacturer and
marketer of major home appliances. Previously from
January 1992, President and Chief Executive Officer,
[PHOTO] Whirlpool Europe, B.V. Prior thereto, Executive Vice
President, North American Appliance Group from 1989 and
previously President Kenmore Appliance Group from 1988.
He has been associated with Whirlpool since 1964. Also
a director of Whirlpool Corporation.
- --------------------------------------------------------------------------------
STEVEN A. MINTER Age: 57
Director Since 1990 Expiration of Present Term: 1998
Executive Director and President, The Cleveland
[PHOTO] Foundation since 1984. Also a director of Consolidated
Natural Gas Company, The Goodyear Tire & Rubber Company
and KeyCorp.
- --------------------------------------------------------------------------------
JAN NICHOLSON Age: 50
Director Since 1992 Expiration of Present Term: 1997
Since May 1994, Managing Director, Capital Markets
Assurance Corporation. Previously Vice President,
[PHOTO] Citibank from 1981 and from 1991 to 1994, head of the
Northeast Department of Citicorp Real Estate.
Previously from 1988, Managing Director of Capital
Markets Assurance Corporation, a surety company founded
by Citicorp. Also a director of Ball Corporation.
- --------------------------------------------------------------------------------
PAUL G. SCHLOEMER Age: 67
Director Since 1989 Expiration of Proposed Term: 1999
Retired, former President and Chief Executive Officer
of Parker Hannifin Corporation, Cleveland, Ohio
[PHOTO] (1984-1993), a manufacturer of motion control systems
and components for the industrial aviation, space and
marine markets. Also director of Parker Hannifin
Corporation, AMP Inc. and Esterline Technologies.
<PAGE> 8
WOLFGANG R. SCHMITT Age: 52
Director Since 1987 Expiration of Present Term: 1997
Chairman (since September 1993) and Chief Executive
Officer (since November 1992) of the Company;
previously from November 1992, Co-Chairman. From May
1991, President and Chief Operating Officer, Executive
[PHOTO] Vice President (1987-1991) and President of the Home
Products Division (1984-1990). Employed by the Company
in various marketing and research and development
assignments since 1966. Also director of Kimberly Clark
Corporation and Parker Hannifin Corporation.
- --------------------------------------------------------------------------------
GORDON R. SULLIVAN Age: 58
Director Since 1995 Expiration of Proposed Term: 1999
Corporate Vice President (since September 1995),
Coleman Research Corporation, Washington, D.C., a
systems engineering company and a subsidiary of Thermo
Electron Corporation. From 1991 until 1995, Chief of
[PHOTO] Staff of the United States Army and prior thereto, Vice
Chief of Staff and Deputy Chief of Staff for Operations
and Plans. During his Army career, he served in a
variety of command and staff positions with extensive
overseas tours in Europe, Vietnam and Korea. Also a
director of Shell Oil Company and General Dynamics
Corporation.
- --------------------------------------------------------------------------------
- --------- ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD COMMITTEES
The Audit and Environmental Committee currently composed of Ms.
Nicholson (Chair) and Messrs. Gerrity, Marohn, Schloemer and Sullivan
held two meetings during 1995. This Committee reviews with the
independent auditors the scope and results of audits, their other
activities for the Company as well as their fees and selection; reviews
the activities of the internal audit staff; the adequacy of internal
accounting and control procedures of the Company; environmental issues;
and the administration of the retirement funds of the Company.
The Compensation and Management Development Committee comprised of all
outside Directors and currently chaired by Mr. Marohn, held two meetings
during 1995. The Committee reviews policies and programs for the
development of management personnel; approves the election as well as
the compensation of the officers and key employees of the Company, and
executes the functions of the Committees specified in the Amended 1989
Restricted Stock Incentive and Option Plan, the Management Incentive
Plan, the 1993 Deferred Compensation Plan and the Supplemental Executive
Retirement Plan.
The Nominating and Directors' Activity Committee currently comprised
of Ms. Horn (Chair) and Messrs Barrett, Ebert and Minter held two
meetings during 1995. The Committee reviews and recommends to the Board
candidates for election to the Board of Directors, the types and
functions of Board committees and assignment of Directors thereto, the
structure of the Board and Directors' compensation. In carrying out its
functions in regard to Board membership, the Committee will consider
nominees recommended by shareholders upon written submission of
pertinent data to the attention of the Corporate Secretary. Such data
should include complete information as to the identity of the proposed
nominee, including name, address, present and prior business and/or
professional affiliations, education and experience, particular field or
fields of expertise, and reasons why, in the opinion of the recommending
shareholder, the proposed nominee is qualified and suited to be a
Director of the Company as well as what particular contribution to the
success of the Company such person could be expected to make.
In addition to the committee meetings set out above, the Board of
Directors held eight meetings during 1995.
5
<PAGE> 9
- --------- REMUNERATION OF DIRECTORS
The Board of Directors establishes the fees paid to Directors and
Board Committee members for services in those capacities. The current
schedule of Director fees is as follows:
(1) For service as a member of the Board, $25,000 per annum,
payable quarterly, plus $1,000 for attendance at each meeting of the
Board;
(2) For service as a Board Committee member, $1,000 for attendance
at each Committee meeting held on a date other than a date on which
the Board of Directors meets or $500 for attendance at any
additional Committee meeting held on such date or a Committee
meeting held on the same date on which the Board of Directors meets;
(3) For service as Chairman of a Committee of the Board, a fee of
$2,500 per annum, payable quarterly.
(4) The Board has adopted a policy which requires that a minimum
of 25% of the fees earned by a Director be deferred into the
Rubbermaid Stock Account of the 1993 Deferred Compensation Plan.
Pursuant to the Plan, Rubbermaid Common Shares credited to a
Directors account are distributed following termination of service
as a Director.
These fees are payable only to non-management Directors. Management
Directors receive no additional compensation for service as a Director.
All Directors receive reimbursement from the Company for expenses
incurred in connection with service in that capacity.
The Company has a Charitable Award Plan for Directors pursuant to
which it will contribute a total of $500,000 in a Director's name, after
death, to not more than two educational institutions recommended by the
Director. The contributions will be paid with the proceeds of insurance
on the lives of Directors participating in the Plan. The insurance is
purchased and owned by the Company which is also the beneficiary
thereof. New Directors are required to serve three years to become
eligible for this program. All current Directors except Messrs. Carroll,
Gerrity, Marohn and Sullivan are participants in the Plan. The Company
also provides non-management Directors with accidental death and
dismemberment insurance of up to $250,000 for a covered loss.
- --------- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tabulation presents information derived from Schedules
13-G filed with the Securities and Exchange Commission by persons
beneficially owning more than five percent of the Company's Common
Shares outstanding as of December 31,1995.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
----------------------------------- -------------------- ----------
<S> <C> <C>
FMR Corp. and Affiliated Entities 12,403,435* 7.9
82 Devonshire St. (Indirect)
Boston, Massachusetts 02109
State Farm Mutual Automobile 10,652,200 6.8
Insurance Company and (Direct)
Affiliated Entities
One State Farm Plaza
Bloomington, Illinois 61710
<FN>
-----------------------
*Fidelity Management & Research Company, a registered investment adviser
and a wholly-owned subsidiary of FMR Corp., is the beneficial owner of
12,403,435 Common Shares of Rubbermaid Incorporated (sole power to
dispose or direct the disposition of 12,403,435 shares and sole power
to vote or direct the vote of 555,236 shares) as a result of acting as
investment adviser to various investment companies, none of which
individually owns more than five percent of the total outstanding
shares.
</TABLE>
6
<PAGE> 10
- --------- OWNERSHIP BY MANAGEMENT OF COMMON SHARES
The following table sets forth information as of January 31,1996, with
respect to the beneficial ownership of the Company's Common Shares by
Directors, nominees, and certain executive officers and as a group, all
directors, nominees and executive officers:
<TABLE>
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY OF
NAME OWNED CLASS
---- ------------ -------
<S> <C> <C>
Directors
Tom H. Barrett (a)(b)................... 22,190 *
Robert O. Ebert (a)(b).................. 1,782,987 1.2
Robert M. Gerrity (b)................... 4,763 *
Karen N. Horn (b)....................... 1,766 *
William D. Marohn (b)................... 2,631 *
Steven A. Minter (b).................... 5,647 *
Jan Nicholson (b)....................... 1,073,021 0.7
Paul G. Schloemer (b)................... 6,416 *
Gordon R. Sullivan (b).................. 116 *
Executive Officers
Wolfgang R. Schmitt (a)(c).............. 201,442 *
Charles A. Carroll (a)(c)............... 73,889 *
Joseph M. Ramos (c)..................... 27,463 *
Gary E. Kleinjan (c).................... 27,078 *
Gary F. Mattison (a)(c)................. 26,390 *
All of the above and other Executive
Officers as a Group.................. 3,101,081 2.0
<FN>
-----------------------
* Less than 1%
(a) Does not include shares held by or in trust by members and
immediate families of Messrs. Barrett (74), Ebert (2,000),
Schmitt (22,962), Carroll (230) and Mattison (20,068) as to
which beneficial ownership is disclaimed.
(b) Includes shares held under trust agreements -- Ebert (sole
investment power 3,150, shared investment power 245,720), Horn
(313) and Schmitt (4,000) as to which beneficial ownership is
disclaimed. Mr. Ebert and two of his children are trustees of
the Horatio B. Ebert Charitable Foundation which holds 184,508
shares of which he has sole investment power but as to which
beneficial ownership is disclaimed. Includes shares held by the
Rubbermaid Incorporated 1993 Deferred Compensation Plan which
has sole voting power--Barrett (15,484), Ebert (472), Gerrity
(463), Horn (487), Marohn (1,430), Minter (4,386), Nicholson
(506), Schloemer (5,215) and Sullivan (116).
(c) Includes restricted shares issued pursuant to the Amended 1989
Restricted Stock Incentive and Option Plan as follows--Schmitt
(107,157), Carroll (57,109), Ramos (20,797), Kleinjan (15,131)
and Mattison (17,314).
</TABLE>
7
<PAGE> 11
- --------- EXECUTIVE COMPENSATION-REPORT OF COMPENSATION COMMITTEE
The Compensation and Management Development Committee of the Board of
Directors is composed of all the Company's outside Directors.
COMPENSATION PHILOSOPHY
The Company's compensation programs for Executive Officers reflect a
long standing and strongly held belief in the principle of performance
oriented compensation. The design and operation of the Company's
compensation programs are based upon:
1. Rewards for sustainable shareholder wealth creation linked to
the interests of shareholders;
2. Linkage to the business strategies of the Company and its
business units;
3. Emphasis on variable rather than fixed compensation;
4. Balance between long term and short term performance
compensation.
The executive compensation programs of the Company are comprised of
base salary, an annual cash incentive and annual grants of restricted
stock and stock options.
The Internal Revenue Code, as amended by the Omnibus Budget
Reconciliation Act of 1933, limits the deductibility of "non-performance
based" compensation to a person shown in the Summary Compensation Table
to $1 million. To qualify as "performance based" compensation, payments
must be made from a plan that meets several criteria including
achievement of objective performance goals, the material terms of which
must be approved by the shareholders and a Board committee must certify
that the performance goals were achieved before any payments are made
from the plan. In 1994, the shareholders of the Company approved the
Company's then existing annual cash incentive plans and amended and
approved the Amended 1989 Restricted Stock Incentive and Option Plan
which provides for "performance based" restricted stock awards and other
forms of stock awards, including stock options. The Committee has been
advised by counsel that payments from these plans, as currently
structured and administered and described in this report, should not be
counted against the $1 million deductibility limitation, thus ensuring
complete tax deductibility of the Company's executive compensation
program.
COMPENSATION ELEMENTS
BASE SALARY
Salary ranges are assigned to each Executive Officer position based on
a comparison of Rubbermaid positions with comparable positions in
companies of similar size in the durable and nondurable goods category
of national executive compensation surveys. Salary range midpoints are
established at the average of the marketplace. At the Executive Officer
level, base salaries are low when compared with companies of similar
size and financial performance. Actual salaries within the appropriate
range depend upon individual performance, experience and internal equity
and are reviewed and may be adjusted annually by the Committee.
The Compensation Committee made no adjustment to the base salary of
the Chairman and Chief Executive Officer, Mr. Schmitt, during 1995. The
previous adjustment to Mr. Schmitt's compensation was made in November
1994 at which time his salary review date was changed from November to
February, beginning in 1996.
ANNUAL INCENTIVE COMPENSATION
The Company's annual incentive compensation plan was approved by
shareholders at the 1994 Annual Meeting. Awards under the plan are
payable only if the Company's return on net assets
8
<PAGE> 12
exceeds 4% after which a bonus pool is funded in an amount not to exceed
5% of the Company's earnings before tax. It is the opinion of the
Committee that such an arrangement is in the best long term interests of
shareholders because participants are rewarded only after shareholders
have received a return on their investment. The Company's 1995
performance, before consideration of a realignment charge, was in excess
of the 4% return on net asset threshold but well below prior years,
primarily resulting from a weak retail environment and rapid and sharp
increases in raw material costs, particularly plastic resins and
packaging, which the Company was unable to fully recover through
improved productivity and increased prices for its products. In view of
this performance, payout from the bonus fund generated by the Plan
formula was substantially below the previous year.
The size of individual participant awards varies based upon weighting
factors which account for salary range, position responsibility, and
individual and business unit performance (mainly earnings and return on
net assets).
The maximum amount of annual incentive cash compensation available for
any Executive Officer in any year is limited to 60% of the executive's
targeted payout. Any amount of such compensation in excess of the
aforementioned 60% is required to be taken in the form of a three-year
performance based restricted stock grant. If the performance objectives
for the three-year restricted stock grant are not met, the Executive
Officer risks forfeiture of some or all of the shares. This additional
conversion of current cash compensation to restricted stock aligns
executive compensation with shareholders interests; i.e., the ultimate
value earned by an executive is a function of Company financial
performance, changes in share price and dividend payments over the term
of the grant. For 1995, the Committee reduced the cash compensation
component from the aforementioned 60% to 50% for its Executive Officers.
For Mr. Schmitt, the reduction was from 60% to 40%. If the Company's
performance over the next two years does not substantially exceed 1995
performance, forfeiture of a significant portion of the stock award will
occur.
To assure objectivity in the evaluation of Company and individual
business unit performance, the Chief Executive Officer does not
participate in the plan. It has, however, been the practice of the
Compensation Committee to determine Mr. Schmitt's annual bonus in a
manner similar to that provided in the plan, including the provision
which limits the amount of cash compensation payable to him in any
single year. This practice was approved by the shareholders at the 1994
Annual Meeting when they adopted the Chief Executive Officer Incentive
Plan which creates a payment fund determined using the same formula
contained in the plan for the other Executive Officers, but it may not
exceed 1% of earnings before income taxes, with the exact amount of the
payment to the Chief Executive Officer from the fund being determined by
the Committee. Mr. Schmitt was paid approximately 37% of the amount
generated by the plan formula for 1995 in the form of cash or a
three-year performance based restricted stock grant. As a result of the
Company's 1995 performance, Mr. Schmitt's cash bonus compensation was
reduced by 45% from the previous year.
LONG TERM INCENTIVE COMPENSATION
Since 1979, long-term incentive compensation has been comprised of the
Restricted Stock Plan which is tied to the financial performance of the
Company. The Committee annually reviews the performance plans of each
business and the performance expectations of the Company overall. The
performance history and expected performance contributions of each
business unit and the Company provide the appropriate foundation for the
establishment of long-term compensation performance objectives.
At the 1994 Annual Meeting, shareholders approved the formula utilized
to determine lapse of restrictions on restricted stock awards and
amended the Plan to provide for grants of stock options. The intent of
both plans is to reward executive performance and to build an
executive's equity interest in the Company. The Committee has also
established share ownership guidelines for executives which outline the
minimum value of Rubbermaid stock (a multiple of base salary) each
Executive Officer is expected to hold (Chief Executive Officer -- 5
times; Chief Operating Officer --
9
<PAGE> 13
3 times; other Executive Officers -- 2 times). These holding
requirements are exclusive of shares in existing restricted stock awards
and unvested or vested but unexercised stock options.
RESTRICTED STOCK AWARDS
On an annual basis, three and five-year restricted stock grants are
made to Company Executive Officers. The number of restricted shares
ultimately received from awards under the plan depends entirely on the
extent to which after-tax average returns on net assets measured over
periods ranging from three to five years are achieved. Individual awards
are determined by a formula utilizing a percentage of base salary
arrived at by application of a weighting factor. The amount thus
determined is divided by a 30-day average Rubbermaid stock price to
arrive at the number of shares to be awarded. All shares are forfeited
if the Company's return on net assets does not average 6% over the
performance period. This goal has been exceeded for restricted stock
award cycles ending during the years covered by the Summary Compensation
Table. Between 6% and the 12.5% target return on net assets, a pro rata
formula determines the number of shares to be received, with all shares
being received if the target is achieved. In the event the 12.5% target
return on net assets is exceeded, supplemental cash awards, not to
exceed 83% of the value of the shares originally awarded, are paid. The
amount of these cash awards is determined by formula which measures the
extent to which the target return on net assets is exceeded.
For 1995, the Company's return on net assets was 10.2%, before
consideration of the realignment charge, which was below the targeted
12.5%. This will result in less than the full benefit being received on
award cycles maturing in 1995. Unless future returns are significantly
increased, the same will be true for award cycles ending after 1995
which include 1995 results as part of the measurement period.
STOCK OPTIONS
At the 1994 Annual Meeting, shareholders approved amendment of the
Restricted Stock Plan to provide for grants of stock options. The
granting of options provides an element of compensation that also aligns
the interests of Executive Officers with other shareholders. The
Committee adopted a stock option award program which provided for the
granting of ten-year options which vested 25% in years four through
seven following the date of grant. To make the vesting schedule more
marketplace competitive it has been amended to provide for 25% vesting
after year two with 15% vesting each year thereafter through year seven.
This vesting schedule means that Executive Officers cannot fully benefit
from the grant of stock options until seven years have elapsed from the
date of grant and the price of the Company's stock has increased above
the original grant price. The Committee believes it is beneficial to
have a performance horizon longer than the five years in the current
Restricted Stock Plan award program.
In order to achieve the appropriate balance among compensation
elements, the Company reduced the number of shares in five year
restricted stock awards made to executives who also receive stock
options. The exercise price of stock options is the market value of
Rubbermaid stock on the date of grant.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The compensation program for Mr. Schmitt including salary, annual
performance incentive, restricted stock and stock options was determined
using the criteria set forth above. The specifics of Mr. Schmitt's
compensation package, like that of other Executive Officers, is
determined, in the case of salary, by reference to national marketplace
data on similar positions. With regard to annual and longer term
incentive performance payments, the size of such payments or awards to
Mr. Schmitt are determined by reference to the aforementioned plans
which determine payments to the other Executive Officers which payment
or awards are adjusted upward to account for his responsibilities and
ultimate accountability for Company performance. As with the other
Executive Officers, heavy emphasis is placed on incentive compensation
with over 65% of his 1995 compensation being
10
<PAGE> 14
incentive based which is a lower percentage than the prior year because
of the significant reduction in Mr. Schmitt's cash bonus for 1995. Given
the Company's 1995 performance, the cash portion of Mr. Schmitt's
compensation package was reduced substantially from the prior year which
results in heavier weighting being given to longer term stock incentive
programs whose ultimate value depends upon the price performance of the
Company's stock. While 1995 was a difficult year, the Committee is of
the opinion that the compensation program for the Chief Executive
Officer is appropriate given the fact that the challenges facing the
Company are being addressed in a direct and timely manner.
THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
<TABLE>
<S> <C>
William D. Marohn (Chair) Karen N. Horn
Tom H. Barrett Steven A. Minter
Robert O. Ebert Jan Nicholson
Stanley C. Gault Paul G. Schloemer
Robert M. Gerrity Gordon R. Sullivan
</TABLE>
- --------- SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received for the three
years ended December 31, 1995 by the persons who were at December 31,
1995 the Company's Chief Executive Officer and the four other most
highly paid Executive Officers.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------- -------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION* AWARDS** OPTIONS COMPENSATION***
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- --------------------------- ----- -------- -------- ------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
WOLFGANG R. SCHMITT 1995 427,440 365,461 431,580 863,156 33,000 241,986
Chairman of the Board 1994 395,060 656,123 351,775 844,608 196,000 300,783
and Chief Executive 1993 363,746 600,211 235,947 592,481 282,325
Officer
CHARLES A. CARROLL 1995 286,203 233,542 100,741 486,984 16,500 150,781
President and Chief 1994 270,208 373,025 79,720 361,624 60,500 159,490
Operating Officer 1993 215,549 282,696 26,105 160,190 121,597
JOSEPH M. RAMOS 1995 178,073 197,661 8,455 79,650 4,000 61,370
President, Rubbermaid 1994 173,377 187,247 87,082 4,200 56,730
Commercial Products Inc. 1993 167,200 170,544 42,572 53,102
GARY E. KLEINJAN 1995 155,961 173,117 50,056 108,816 4,400 57,954
President, The Little 1994 132,096 135,129 32,695 35,190 4,200 51,506
Tikes Company 1993
GARY F. MATTISON 1995 148,525 169,319 28,824 110,588 5,310 94,762
President, Rubbermaid 1994 141,180 166,710 26,478 99,616 3,850 96,165
Specialty Products Inc. 1993 131,810 140,791 26,517 38,121 95,935
</TABLE>
<TABLE>
<C> <S> <C>
* Cash award for Company exceeding Restricted Stock Performance Target. The value of
perquisites and other personal benefits is not included since the value of such
compensation is below minimum required disclosure thresholds. For 1995 and 1994, the
amount shown for Mr. Kleinjan include moving allowance/adjustments of $36,810 and
$22,618, respectively.
** Shares ultimately received after a specific holding period depends upon achievement of
Company financial objectives over such period. Dividends are paid on restricted stock at
the same rate as unrestricted shares. Year end 1995 restricted stock holdings and the
value thereof based on the year-end closing price of Rubbermaid stock is as follows:
Schmitt -- 73,057 shares
</TABLE>
11
<PAGE> 15
<TABLE>
<C> <S> <C>
($1,862,954); Carroll -- 36,157 shares ($922,004); Ramos -- 13,525 shares ($344,888);
Kleinjan -- 7,721 shares ($196,886) and Mattison -- 11,161 shares ($284,606). Shares
which will vest in under three years, assuming achievement of financial objectives, are
as follows: Schmitt (16,770, 1996; 21,865, 1997); Carroll (6,096, 1996; 12,431, 1997);
Ramos (1,013, 1996; 1,085, 1997); Kleinjan (1,928, 1997) and Mattison (1,255, 1996;
2,043, 1997). Shares awarded to Mr. Ramos in 1992 included shares to replace long term
incentives forfeited upon leaving a previous employer.
*** The amounts disclosed in this column include:
(a) Company paid premiums for excess group term life insurance on behalf of Schmitt
(1995-$1,981, 1994-$1,302, 1993-$908); Carroll (1995-$774, 1994-$896, 1993-$635);
Ramos (1995-$1,133, 1994-$847, 1993-$569); Kleinjan (1995-$286, 1994-$603) and
Mattison (1995-$541, 1994-$412, 1993-$280).
(b) Contributions or accruals pursuant to defined contribution retirement plans on
behalf of Schmitt, (1995-$180,902, 1994-$248,821, 1993-$216,780); Carroll,
(1995-$125,465, 1994-$144,794, 1993-$101,344); Ramos, (1995-$46,082, 1994-$53,771,
1993-$49,832); Kleinjan (1995-$47,386, 1994-$49,841) and Mattison (1995-$39,018,
1994-$49,823, 1993-$42,434). Vesting is on a graduated schedule commencing after
three years of service with 100% vesting after seven years.
(c) Interest accrued on deferred compensation in excess of a "fair market rate"
established by S.E.C. rules (120% of applicable federal long-term rate, which for
1995 was 8.690%; 1994 - 8.743% and 1993 - 8.780%) on behalf of Schmitt
(1995-$47,158, 1994-$50,660, 1993-$64,637); Carroll (1995-$12,602, 1994-$13,800,
1993-$19,618); Ramos (1995-$2,215,1994-$2,112, 1993-$2,701); Kleinjan (1995-$1,031,
1994-$1,062) and Mattison (1995-$43,410, 1994-$45,930, 1993-$53,221).
</TABLE>
- --------- OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
--------------------------------------------
% OF TOTAL AT ASSUMED ANNUAL RATES OF
NUMBER OF OPTIONS STOCK PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION TERM
UNDERLYING EMPLOYEES EXERCISE OR --------------------------
OPTIONS IN FISCAL BASE PRICE EXPIRATION
NAME GRANTED(#) YEAR ($/SH) DATE 5%($) 10%($)
--------------------- --------- ------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Mr. Schmitt.......... 33,000 19.34% 28.125 1/11/2005 $ 584,595 $1,474,595
Mr. Carroll.......... 16,500 9.67% 28.125 1/11/2005 292,297 737,797
Mr. Ramos............ 4,000 2.34% 28.125 1/11/2005 70,860 178,860
Mr. Kleinjan......... 4,400 2.57% 28.125 1/11/2005 77,946 196,746
Mr. Mattison......... 5,310 3.41% 28.125 1/11/2005 94,066 237,436
</TABLE>
All options are granted at the fair market price of Rubbermaid Common
Shares on the grant date and expire ten years from the grant date.
Options vest over a seven year period with one-fourth of the shares
becoming exercisable on the second anniversary of the grant date with
15% vesting on each anniversary thereof with full vesting on the seventh
anniversary of the grant date.
The dollar amounts under the potential realizable value column are the
result of calculations of assumed annual compound rates of appreciation
over the ten-year life of the options in accordance with the proxy
regulations of the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, of the
Company's Common Shares. The actual value, if any, an executive may
realize will depend on the excess of the market price of the shares over
the exercise price on the date the option is exercised.
12
<PAGE> 16
- --------- OPTION EXERCISES AND VALUES
This table presents information regarding options exercised for the
Company's Common Shares during fiscal 1995 and the value of unexercised
options held at December 31, 1995. There were no options exercised by
the named executives and no SARs outstanding during fiscal 1995.
AGGREGATED OPTION EXERCISES IN FISCAL 1995 AND 1995 FISCAL YEAR-END
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUES OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END
SHARES ACQUIRED VALUE (#) ($)(2)
ON EXERCISE REALIZED ------------------------- -------------------------
(#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Mr. Schmitt............ 0 0 0/229,000 0/ 0
Mr. Carroll............ 0 0 0/ 77,000 0/12,500
Mr. Ramos.............. 0 0 0/ 8,200 0/ 0
Mr. Kleinjan........... 0 0 0/ 8,600 0/ 0
Mr. Mattison........... 0 0 0/ 9,160 0/ 0
</TABLE>
-----------------------
(1) Value Realized is calculated as follows: [(Per Share Closing Sale
Price on Date of Exercise)--(Per Share Exercise Price)] x Number of
Shares for Which the Option was Exercised.
(2) Value of Unexercised, In-the-Money Options at December 29, 1995 is
calculated as follows: [(Per Share Closing Sale Price on 12/29/95)
-- (Per Share Exercise Price)] x Number of Shares subject to
Unexercised Options. The per share closing sale price on 12/29/95
was $25.50.
- --------- DEFINED BENEFIT RETIREMENT PLANS
SALARIED EMPLOYEES' RETIREMENT PLAN
The following table shows the estimated annual retirement benefit
payable to participants in the Rubbermaid Incorporated Salaried
Employees' Retirement Plan at age 65 for 120 months, irrespective of how
long the participant lives. Other actuarially equivalent value of forms
of pension income may be requested. Only employees hired prior to
October 1, 1972, are participants in this Plan.
ESTIMATED ANNUAL BENEFITS - DEFINED BENEFIT PENSION PLAN
<TABLE>
<CAPTION>
YEARS OF SERVICE
ANNUAL ---------------------------------------------
BASE SALARY 10 15 20 25
----------- -------- -------- -------- ---------
<S> <C> <C> <C> <C>
$ 150,000 $15,000 $22,500 $30,000 $37,500
200,000 20,000 30,000 40,000 50,000
250,000 25,000 37,500 50,000 62,500
300,000 30,000 45,000 60,000 75,000
350,000 35,000 52,500 70,000 87,500
400,000 40,000 60,000 80,000 100,000
450,000 45,000 67,500 90,000 112,500
</TABLE>
Benefits are based on a formula which provides for payment of 1% of
base salary for each year of service, to a maximum of 25 years. Messrs.
Schmitt, Carroll and Mattison are participants in the Plan with 30, 25
and 28 years of credited years respectively, however, benefit accruals
(salary increases and years of service) for them have been suspended
since 1989 because of government regulations affecting "highly
compensated employees". As a result, they will receive a significantly
reduced benefit from the Plan.
13
<PAGE> 17
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following table shows the benefit which would be received by a
participant in the Rubbermaid Supplemental Executive Retirement Plan
with at least five years of service and election of a single life
annuity, which benefit is reduced by (1) any benefits provided under any
other retirement plans (including defined contribution retirement plans)
of the Company; (2) primary Social Security benefits; and (3) amounts
payable from any prior employer retirement plans.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL COMBINED BENEFIT
PAYABLE AT
FINAL AVERAGE ----------------------------------
COMPENSATION* AGE 55 AGE 60 AGE 65
------------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 600,000 $297,000 $313,500 $330,000
800,000 396,000 418,000 440,000
1,000,000 495,000 522,500 550,000
1,200,000 594,000 627,000 660,000
1,400,000 693,000 731,500 770,000
1,600,000 792,000 836,000 880,000
</TABLE>
-----------------------
* Salary, bonus and five-year restricted stock award value.
Benefits under the Rubbermaid Incorporated Supplemental Executive
Retirement Plan are payable for life, equal to 55% of the average of
salary, bonus and five-year restricted stock award value earned during
the highest five years of the final ten years of employment, less
payments from other Company retirement plans, social security and prior
employer plans.
Covered compensation includes annual salary and bonus, including, with
respect to the latter, any amount of bonus paid in the form of
restricted stock awards with vesting schedules less than three years.
Mr. Schmitt is a participant in the Plan with 30 years of credited
service. Participants may retire, with reduced benefits, at age 60 or
prior thereto beginning at age 55 with the approval of the Chief
Executive Officer. In 1988, pursuant to a Plan amendment providing for
the funding of benefits for vested participants, the Company adopted the
practice of purchasing annuities on behalf of vested Plan participants
which will provide the after-tax equivalent of the required benefit.
Death benefits are provided to the surviving spouse of a participant age
55 or older with five years' service. This age requirement has been
waived for Mr. Schmitt. Plan benefits are not vested in the event of
termination of employment prior to qualification for normal, early, or
disability retirement except in the event of change of control of the
Company when special vesting occurs. With regard to Mr. Schmitt,
provision has been made for voluntary retirement at any time after age
50 with benefits, 55% of covered compensation, reduced 2% for each year
retirement is prior to age 60. In the event of involuntary termination
of employment after age 50, but before age 60, benefits would commence
at age 60 based upon 55% of covered compensation at the time of
involuntary termination of employment.
- --------- EXECUTIVE OFFICER CONTRACTS
The Company's Executive Officers have employment agreements with the
Company which become effective only in the event of a change of control
of the Company as provided in the Company's Amended and Restated
Articles of Incorporation, or in the event any person becomes the
beneficial owner, directly or indirectly, of 20% or more of the
outstanding shares of the Company. The agreements provide for continuing
such executives in the employment of the Company for a period of five
years following such a change of control or until attainment of normal
retirement age, whichever first occurs. During such five year period,
the executive will receive salary, bonus and benefits no less than those
in effect at the time of a change of control. All such executives have
the right to voluntarily terminate their employment within 18 months
after a change of control and receive an amount equal to the value of
two years' salary, bonus and benefits. All of the executives have the
right to terminate employment following a change of control in the event
their duties, salaries, benefits, etc., are subsequently reduced. In
such event, their salary, bonus and an amount to cover benefits for the
remainder of the five year period would be paid in a present value lump
sum.
14
<PAGE> 18
- --------- RUBBERMAID STOCK PERFORMANCE
Following is a graph which compares the five year cumulative return
from investing $100 at the end of 1990 in Rubbermaid Common Shares, the
S&P 500 index of companies and the S&P Industrials index of companies,
with dividends assumed to be reinvested when received. The S&P
Industrials index includes a broad range of manufacturers.
<TABLE>
<CAPTION>
Z-TRAC - ZACKS TOTAL RETURN ANNUAL COMPARISON - PAGE 1
================================================================================================================================
PREPARED FOR ------------------------------>: RUBBERMAID INC
PREPARED ON ------------------------------>: January 15, 1996
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY
================================================================================================================================
STARTING
BASIS
DESCRIPTION 1990 1991 1992 1993 1994 1995
- ------------------------------------- ---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RUBBERMAID INC (%) 84.28 -16.09 10.81 -15.91 -9.77
RUBBERMAID INC ($) $100.00 $184.28 $154.64 $171.36 $144.10 $130.02
S & P 500 (%) 30.47 7.62 10.08 1.32 37.20
S & P 500 ($) $100.00 $130.47 $140.41 $154.56 $156.60 $214.86
S & P Industrials (%) 30.76 5.70 9.03 3.82 34.59
S & P Industrials ($) $100.00 $130.76 $138.21 $150.69 $156.44 $210.55
<FN>
NOTE: Data complete through last fiscal year.
NOTE: Corporate Performance Graph with peer group uses peer group only performance (exclude your company).
NOTE: Peer group indices use beginning of period market capitalization weighting.
</TABLE>
Assumes $100 invested on December 31, 1990 and reinvestment of
dividends.
- --------- INDEPENDENT AUDITORS
As recommended by the Audit Committee, the Board of Directors
appointed KPMG Peat Marwick LLP as the independent auditors to audit the
books and records of the Company for the year ending December 31, 1996.
This firm has been the independent auditors of record continuously since
1934. It is expected that a representative of Peat Marwick will be in
attendance at the Annual Meeting to respond to appropriate oral
questions of shareholders and to make such statement as may be desired.
- --------- 1997 PROPOSALS OF SECURITY HOLDERS
Pursuant to rules of the Securities and Exchange Commission, a
shareholder may present a proposal to be voted on at the 1997 annual
meeting of shareholders; and, provided such proposal meets all of the
requirements of the rules and is received by the Company prior to
November 8, 1996, it will be included in the proxy statement and form of
proxy relating to such meeting.
- --------- OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the Notice.
The Board of Directors does not know of any matter for action by the
shareholders at the meeting other than the matters described in the
Notice. However, the enclosed Proxy confers discretionary authority with
respect to matters which are not known to the Board at the date of
printing hereof and which may properly come before the meeting. It is
the intention of the persons named in the Proxy to vote the Proxy in
accordance with their best judgment on any such matter.
By order of the Board of Directors.
JAMES A. MORGAN
Secretary
15
<PAGE> 19
[RUBBERMAID LOGO]
OUR PURPOSE: TO DELIGHT OUR CUSTOMERS AND CONSUMERS.
Rubbermaid's purpose is to DELIGHT customers and consumers. Toward this goal,
its businesses are engaged in the marketing of products in six core categories.
* HOME PRODUCTS - broad range of housewares and items for home organization
* JUVENILE PRODUCTS - Little Tikes-branded "toys that last", infant furnishings
and play systems
* SEASONAL PRODUCTS - products for agriculture, automotive storage, gardening
and outdoor recreation
* COMMERCIAL PRODUCTS - products for food service, sanitary maintenance and
materials handling
* OFFICE PRODUCTS - home and office furniture and accessories
* HEALTH CARE PRODUCTS - ambulatory aids and furnishings for home health care,
comfort and self reliance
DETACH HERE RUB F
RUBBERMAID INCORPORATED
BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING, APRIL 23, 1996
P
R The undersigned, having received the Notice of Meeting and Proxy
O Statement, hereby makes, constitutes, and appoints Robert O. Ebert, Karen
X N. Horn and Steven A. Minter, and each of them (with full power of
Y substitution respectively), true and lawful attorneys and proxies for the
undersigned to attend the Annual Meeting to be held on April 23, 1996, at
Wooster, Ohio, and any adjournments thereof.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED;
IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR DIRECTOR NOMINEES. IN
THEIR DISCRETION THE PARTIES ARE ALSO AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. YOUR SHARES
CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.
---------------
| SEE REVERSE |
CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SIDE |
---------------
<PAGE> 20
[RUBBERMAID LOGO]
A SOUND REPUTATION
With a third-place ranking in Fortune magazine's Corporate Reputations survey,
Rubbermaid marked it 11th consecutive year as one of the 10 most admired
corporations. It is the longest consecutively-running company in the top 10,
and the only company to have been ranked at number five or better since 1986.
The company credits its sound reputation to SEVEN FUNDAMENTAL STRENGTHS:
1. LEADING BRANDS 4. TALENTED ASSOCIATES
2. SUPERIOR QUALITY AND 5. MARKET-FOCUSED BUSINESS TEAMS
BREADTH OF PRODCUT SOLUTIONS 6. CULTURE OF GROWTH
3. PRODUCT INNOVATION 7. SUPERIOR FINANCIAL STRENGTH
DETACH HERE RUB F
- -------
| | Please mark
| X | votes as in
| | this example.
- -------
- --------------------------------------------------
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE |
| FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR. |
- --------------------------------------------------
1. Election of Directors
NOMINEES: Robert M. Gerrity, Paul E. Schloemer,
Gordon R. Sullivan.
FOR WITHHELD
------- -------
| | | |
| | | |
------- -------
- ----------------------------------------------------
For, except vote withheld from the above nominee(s).
MARK HERE ------- MARK HERE -------
FOR ADDRESS | | FOR TICKET | |
CHANGE AND | | TO ATTEND | |
NOTE AT LEFT ------- MEETING -------
NOTE: Please 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:______________Date:__________ Signature:______________Date:__________
