<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AVX CORPORATION
(Name of Registrant as Specified In Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
o-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:
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<PAGE> 2
AVX Corporation 801 17th Avenue South * Myrtle Beach, South Carolina 29577
To our Shareholders:
The Annual Meeting of Shareholders of AVX Corporation, a Delaware
corporation, will be held at the Crown Reef Resort and Conference Center, 2913
South Ocean Boulevard, Myrtle Beach, South Carolina 29577, on Tuesday, July 25,
2000, at 10:00 a.m., for the purpose of acting upon the following matters, as
well as such other business as may properly come before the Annual Meeting or
any adjournment thereof:
1. To elect four Directors;
2. To ratify a proposed amendment to the AVX Corporation 1995
Stock Option Plan;
3. To ratify the appointment of PricewaterhouseCoopers, LLP as
the Company's independent accountants for the fiscal year
commencing April 1, 2000; and
4. To transact any other business that may properly come before
the Annual Meeting or any adjournment thereof.
Only shareholders of record of the Company on May 26, 2000, will be
entitled to notice of, and to vote at, the Annual Meeting or any adjournment
thereof.
In order that your shares of stock may be represented at the Annual
Meeting, please complete, date and sign the enclosed proxy card and return it
promptly in the enclosed envelope, or use telephone or Internet voting (as
explained in the proxy voting instructions attached to the proxy card) before
the Annual Meeting. If you attend the Annual Meeting, you may vote in person
even though you have previously voted.
Please note that the number of shares of common stock indicated on the
proxy card reflects the shares owned as of May 26, 2000, and does not reflect
the Company's June 1, 2000, 2-for-1 common stock split effected in the form of a
100% stock dividend.
/S/ KURT CUMMINGS
-----------------
Kurt Cummings
Corporate Secretary
Myrtle Beach, South Carolina
June 14, 2000
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND PROMPTLY RETURN IT IN
THE ENCLOSED ENVELOPE, OR USE TELEPHONE OR INTERNET VOTING BEFORE
THE ANNUAL MEETING.
<PAGE> 3
AVX Corporation
801 17th Avenue South, Myrtle Beach, SC 29577
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, JULY 25, 2000
This Proxy Statement is furnished to the shareholders of AVX
Corporation ("AVX" or the "Company") in connection with the solicitation on
behalf of the Board of Directors (the "Board") of proxies to be used at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held on Tuesday,
July 25, 2000, at 10:00 a.m., at the Crown Reef Resort and Conference Center,
2913 South Ocean Boulevard, Myrtle Beach, South Carolina 29577, and any
adjournment thereof. The Company expects that this Proxy Statement, with the
accompanying proxy and the Annual Report to Shareholders for the fiscal year
ended March 31, 2000, will be mailed to shareholders on or about June 19, 2000.
Each share of AVX Corporation common stock, par value $.01 per share
(the "Common Stock"), outstanding at the close of business on May 26, 2000, will
be entitled to one vote on all matters acted upon at the Annual Meeting. On May
26, 2000, the date for determining shareholders entitled to vote at the Annual
Meeting, 87,540,073 shares of Common Stock were outstanding.
On April 20, 2000, the Board of Directors approved a 2-for-1 stock
split of the Company's Common Stock effected in the form of a 100% stock
dividend (the "Stock Split"). The additional shares were distributed on June 1,
2000, after the record date for determining the outstanding shares entitled to
vote at the Annual Meeting. Such additional shares are not, therefore, entitled
to be voted at the Annual Meeting. Accordingly, unless otherwise expressly
provided, the number of shares, per share amounts, and market prices of the
Company's common stock disclosed in this Proxy Statement have not been adjusted
to reflect the Stock Split.
Shares will be voted in accordance with the instructions indicated in a
properly executed proxy. In the event that voting instructions are omitted on
any such proxy, the shares represented by such proxy will be voted as
recommended by the Board. Shareholders have the right to revoke their proxies at
any time prior to a vote being taken, by (i) delivering written notice of
revocation before the Annual Meeting to the Corporate Secretary at the Company's
principal offices; (ii) delivering a proxy bearing a later date or time than the
proxy being revoked; (iii) resubmitting a vote by telephone or Internet (as
explained in the proxy voting instructions attached to the proxy card); or (iv)
voting in person at the Annual Meeting.
The presence at the Annual Meeting, in person or by proxy, of
shareholders holding in the aggregate a majority of the outstanding shares of
the Company's Common Stock entitled to vote shall constitute a quorum for the
transaction of business. Proxies indicating shareholder abstentions will, in
accordance with Delaware law, be counted as represented at the Annual Meeting
for purposes of determining whether there is a quorum present, but will not be
voted for or against any proposal to which the abstention relates. However, the
effect of an abstention on any proposal, other than the election of directors,
has the same effect as a vote against the proposal. Shares represented by
"broker non-votes" (i.e., shares held by brokers or nominees that are
represented at a meeting, but with respect to which the broker or nominee is not
empowered to vote on a particular proposal) will be counted for purposes of
determining whether there is a quorum, but will not be voted on such matter and
will not be counted for purposes of determining the number of votes cast on such
matter. With respect to any matter brought before the Annual Meeting requiring
the affirmative vote of a majority or other proportion of the outstanding
shares, an abstention or broker non-vote will have the same effect as a vote
against the matter being voted upon.
The Company has been informed by the Trustee for the Company's
retirement plans and deferred compensation plans that shares of Common Stock
held by the Trustee for such plans will be voted by the Trustee in accordance
with instructions received from the participants, and if no instructions are
received with respect to any shares, such shares will be voted in the same
proportion as shares for which instructions are received from other participants
in the plan.
<PAGE> 4
At the date of this Proxy Statement, management does not know of any
matter to be brought before the Annual Meeting for action other than the matters
described in the Notice of Annual Meeting and matters incident thereto. If any
other matters should properly come before the Annual Meeting, the holders of the
proxies will vote and act with respect to such matters in accordance with their
best judgment. Discretionary authority to do so is conferred by the enclosed
proxy.
PROPOSAL I
ELECTION OF DIRECTORS
NOMINATIONS FOR THE BOARD OF DIRECTORS
The Board of Directors is currently divided into three classes elected
for staggered terms. At the 1998 Annual Meeting of Shareholders, the directors
of Class II were elected to a term of two years which expires at the upcoming
Annual Meeting. The Board of Directors proposes that the nominees identified
below, all of whom are currently serving as Class II directors, be elected to
Class II for a new term of three years.
CLASS II
Nominations for Terms Expiring at the Annual Meeting in July of 2003
DIRECTORS STANDING FOR ELECTION
MICHIHISA YAMAMOTO Age 58 Member of the Board since July 1997. Senior Vice
President of AVX's parent company, Kyocera Corporation ("Kyocera") since June
1999. Representative Director of Kyocera since June 1992. Employee of Kyocera
since 1970.
CARROLL A. CAMPBELL, JR. Age 60 Member of the Board since August 1995. President
and Chief Executive Officer of the American Council of Life Insurers since 1995.
Governor of South Carolina from January 1987 to January 1995. Director of Fluor
Corporation, Wackenhut Corporation and Norfolk Southern Corporation.
JOHN S. GILBERTSON Age 56 President of the Company since July 1997. Chief
Operating Officer of the Company since April 1994, and a member of the Board
since January 1990. Executive Vice President from April 1992 to July 1997,
Senior Vice President from September 1990 to March 1992 and employed by the
Company since 1981. A Managing Director of Kyocera since June 1999. Director of
Kyocera from June 1995 to June 1999.
RODNEY N. LANTHORNE Age 55 Member of the Board since January 1990. President of
Kyocera International, Inc. ("KII") a United States subsidiary of Kyocera since
January 1987. A Senior Managing Director of Kyocera since 1999. Director of
Kyocera from 1988 to 1999.
These four directors have been nominated by the Board. Unless contrary
instructions are given, it is intended that the votes represented by the proxies
will be cast FOR the election of the persons listed above as directors. The
affirmative vote of the holders of a plurality of the shares of Common Stock of
the Company present in person or represented by proxy and entitled to vote at
the Annual Meeting is required for the election of the directors. In the event
that any of the nominees should become unavailable to stand for election, the
Board may designate a substitute. It is intended that all properly executed and
returned proxies will be voted for such substitute nominee.
THE BOARD RECOMMENDS A VOTE "FOR" ELECTION OF THE PERSONS LISTED ABOVE.
<PAGE> 5
DIRECTORS CONTINUING IN OFFICE
CLASS I
Terms Expiring at the Annual Meeting in July of 2001
KAZUO INAMORI Age 68 Chairman Emeritus of the Board since July 1997. Chairman of
the Board from January 1990 to July 1997. Chairman Emeritus of the Board of
Directors of Kyocera since July 1997, having served as Chairman of the Board of
Directors of Kyocera, which he founded, since 1959.
KENSUKE ITOH Age 62 Vice Chairman of the Board since July 1997. Member of the
Board since January 1990. Chairman of the Board of Directors of Kyocera since
June 1999. President of Kyocera from June 1989 to June 1999. A Representative
Director of Kyocera since 1985.
BENEDICT P. ROSEN Age 64 Chairman of the Board since July 1997. Chief Executive
Officer since 1993 and a member of the Board since January 1990. President of
the Company from April 1993 until July 1997. Executive Vice President from
February 1985 to March 1993 and employed by the Company since 1972. Senior
Managing and Representative Director of Kyocera since June 1995 and previously a
Managing Director of Kyocera from 1992 to June 1995. Director of KII,
Nitzanim-AVX/Kyocera-Venture Capital Fund Ltd, Aerovox Corporation and Nordson
Corporation.
RICHARD TRESSLER Age 58 Member of the Board since October 1995. Professor and
Head of the Department of Material Science and Engineering at Pennsylvania State
University since 1991.
MASAHIRO UMEMURA Age 56 Member of the Board since January 1990. Senior Vice
President of Kyocera since June 1999. Senior Managing and Representative
Director of Kyocera since June 1997. General Manager of the Corporate
Development Group of Kyocera since June 1992 and Managing Director of Kyocera
since June 1993. Executive Vice President and Treasurer of a United States
subsidiary of Kyocera from April 1986 to June 1992.
CLASS III
Terms Expiring at the Annual Meeting in July of 2002
YASUO NISHIGUCHI Age 56 Member of Board since July 1999. President of Kyocera
since June 1999 and Representative Director of Kyocera since June 1992. Vice
President of Kyocera from June 1997 to June 1999. Employee of Kyocera since
1975.
YUZO YAMAMURA Age 58 Member of the Board since July 1995. President of Kyocera
Elco Corporation, a subsidiary of Kyocera since December 1992. Senior Managing
and Representative Director of Kyocera since June 1995. Employee of Kyocera
since 1965.
HENRY C. LUCAS Age 55 Member of the Board since July 1999. Professor of
Information Systems at New York University since 1974.
Donald B. Christiansen was elected as a Class III Director at the July 1999
Annual Meeting. He is retiring as a Director, Senior Vice President of Finance,
Chief Financial Officer and Treasurer of the Company on July 25, 2000. Masahiro
Yamamoto, Senior Vice President and Representative Director of Kyocera, was also
elected as a Class III Director at the July 1999 Annual Meeting. He retired as
an AVX Director in May 2000. These Director positions remain unfilled.
<PAGE> 6
PROPOSAL II
PROPOSED RATIFICATION OF AN AMENDMENT
TO THE 1995 STOCK OPTION PLAN
In April 2000, the Board adopted, subject to shareholder approval, an
amendment to the AVX Corporation 1995 Stock Option Plan (the "1995 Stock Option
Plan") to increase the number of shares that may be issued under the plan by an
additional 1,500,000 (automatically adjusted to an additional 3,000,000 shares
in connection with the Stock Split in accordance with the terms and conditions
of the 1995 Stock Option Plan).
As of May 22, 2000, 1,690,689 shares of Common Stock were subject to
outstanding options granted under the 1995 Stock Option Plan. The purpose of the
1995 Stock Option Plan is to promote Company success by aligning employee
financial interests with long-term shareholder value. The Board believes that
the number of shares remaining available for issuance will be insufficient to
achieve the purpose of the plan unless the additional shares are authorized. The
material terms of the 1995 Stock Option Plan are summarized below. (The summary
is not intended to be a complete description of all the provisions of the plan.)
STOCK OPTION PLAN
Pursuant to the 1995 Stock Option Plan, options may be granted to
officers and key employees of the Company and its subsidiaries for the purchase
of up to an aggregate of 3,150,000 shares of Common Stock, not reflecting the
Stock Split or the proposed 1,500,000 share increase referred to above which is
the subject of this Proposal. As of March 31, 2000, approximately 250 employees
(including 13 officers) of the Company were participants in the 1995 Stock
Option Plan. The 1995 Stock Option Plan is administered by the Equity
Compensation Committee of the Board which determines, at its discretion, the
number of shares subject to each option granted and the related purchase price
and option period. Incentive stock options ("ISOs"), as defined by the Internal
Revenue Code of 1986, as amended (the "Code") and nonqualified stock options
("NQSOs") may currently be granted under the 1995 Stock Option Plan. No person,
however, may be granted options under this plan during any five-year period
representing an aggregate of more than 500,000 shares of Common Stock. The 1995
Stock Option Plan requires that the exercise price for each stock option be not
less than 100% of the fair market value (as defined in the plan) of the Common
Stock on the date the option is granted. The market value of the Common Stock,
as reported on the New York Stock Exchange Composite Tape , on May 26, 2000,
(without giving effect to the Stock Split) was $58.75 per share.
Under the 1995 Stock Option Plan, no ISO may be granted to an employee
who owns more than 10% of the total combined voting power of all classes of
outstanding stock of the Company unless the option price is at least 110% of the
fair market value of the Common Stock at the date of grant. An ISO may not be
granted to any employee if the aggregate fair market value of the Common Stock
(determined as of the date of grant) with respect to which such options granted
to such employee are exercisable for the first time by such employee during any
calendar year exceeds $100,000.
The 1995 Stock Option Plan requires that each stock option shall expire
on the date specified by the Equity Compensation Committee, but not more than
ten years from its date of grant; however, in the case of an employee who at the
time of such grant owns more than 10% of the total combined voting power of all
classes of outstanding stock of the Company, such options shall not be
exercisable after the expiration of five years after the date of grant. Options
will become exercisable in accordance with the stock option agreement entered
into with respect to each option grant; provided, however, that no option shall
be exercisable until the six-month anniversary of the date of its grant. Except
as provided otherwise in the applicable agreement or upon termination of
employment due to death, retirement or incapacity (retirement and incapacity, as
defined in the plan), if the employee voluntarily terminates employment or is
terminated for cause, his or her option (whether or not vested) shall
immediately terminate. If the employee's employment is terminated by the Company
for reasons other than cause, the option may be exercised within 90 days of such
termination but in no event beyond the scheduled expiration of
<PAGE> 7
the option. If the employee's employment is terminated due to death, retirement
or incapacity, the option may become fully vested and be exercised for periods
not to exceed the scheduled expiration of the option. Options may be exercised
by the payment of cash or, unless prohibited by the option agreement, by the
delivery of shares of Common Stock.
The Board may amend or discontinue the 1995 Stock Option Plan at any
time, provided that shareholder approval is required for any amendment that
would increase the maximum number of shares of Common Stock that may be issued
thereunder (except to the extent of adjustments for changes in capitalization
and other such adjustments permitted thereby) and any amendment that would
change the class of employees eligible to participate therein. No amendment or
termination may adversely affect the rights of a participant who then holds an
option without the participant's consent.
Set forth below is further information with respect to options granted
under the Stock Option Plan during the fiscal year ended March 31, 2000. For
information concerning grants during the year to the executive officers named in
the Summary Compensation Table below, see "Executive Compensation - Option
Grants During the Fiscal Year Ended March 31, 2000."
New Plan Benefits
1995 Stock Option Plan
------------------------------------------------- ------------ ---------------
Name and Position Dollar Value Number of Units
------------------------------------------------- ------------ ---------------
All current officers as a group (1) 200,000
------------------------------------------------- ------------ ---------------
All current non-officer directors as a group (1) 0
------------------------------------------------- ------------ ---------------
All current non-officer employees as a group (1) 249,100
------------------------------------------------- ------------ ---------------
(1) The dollar value of the options indicated is not determinable due to
fluctuating market prices.
FEDERAL INCOME TAX CONSEQUENCES
The following brief description of the tax consequences of awards under
the 1995 Stock Option Plan is based on Federal tax laws currently in effect and
does not purport to be a complete description of such Federal tax consequences.
OPTIONS
There are no Federal tax consequences either to the optionee or to the
Company upon the grant of an ISO or of a NQSO. On the exercise of an ISO, the
optionee will not recognize any income and the Company will not be entitled to a
deduction, although such exercise may give rise to alternative minimum tax
liability for the optionee. Generally, if the optionee disposes of shares
acquired upon exercise of an ISO within two years of the date of grant or one
year of the date of exercise, the optionee will recognize ordinary income and,
subject to the limitation described below, the Company will be entitled to a
deduction equal to the excess of the fair market value of the shares on the date
of exercise over the option price (limited generally to the gain on the sale).
The balance of any gain, and any loss, will be treated as a capital gain or loss
to the optionee. If the shares are disposed of after the foregoing holding
requirements are met, the Company will not be entitled to any deduction, and the
entire gain or loss for the optionee will be treated as a capital gain or loss.
On exercise of a NQSO, the excess of the date-of-exercise fair market
value of the shares acquired over the option price will generally be taxable to
the optionee as ordinary income and, subject to the limitation described below,
be deductible by the Company. The disposition of shares acquired upon exercise
of a NQSO will generally result in a capital gain or loss for the optionee, but
will have no tax consequences for the Company.
Certain additional rules apply if the option price is paid in shares of
Common Stock.
<PAGE> 8
LIMITATION ON COMPANY'S DEDUCTION
Pursuant to Section 162(m) of the Code, the Company's tax deduction for
individual compensation paid to specified officers in any one year is limited to
$1 million. The Company's deduction arising from the exercise of a NQSO (or the
sale of stock acquired through the exercise of an ISO before the required
holding periods are met) will be exempt from this limitation if certain outside
director and shareholder approval requirements are met.
The affirmative vote of a majority of the votes cast by the holders of
shares of Common Stock of the Company present in person or represented by proxy
at the Annual Meeting and entitled to vote on the Proposal is required for
approval of the amendment to the 1995 Stock Option Plan. The amendment to the
1995 Stock Option Plan is conditioned upon and will be of no force and effect
unless the proposal receives approval by the requisite vote of the shareholders.
THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION OF THE AMENDMENT TO THE 1995
STOCK OPTION PLAN.
PROPOSAL III
PROPOSED RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board has appointed PricewaterhouseCoopers, LLP as the independent
accountants to examine and audit the accounts of the Company for the fiscal year
commencing April 1, 2000. In the event that ratification of this selection of
independent accountants is not approved by the affirmative vote of a majority of
the shares voting on the Proposal, the selection of independent accountants will
be reconsidered by the Board.
A member of PricewaterhouseCoopers, LLP is expected to be in attendance
at the Annual Meeting and have the opportunity to make a statement and respond
to questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS, LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
OWNERSHIP OF SECURITIES BY DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The Common Stock is the only class of equity securities of the Company
outstanding. As of March 31, 2000, the directors and director nominees and each
executive officer named in the Summary Compensation Table below, individually,
and all directors, director nominees and executive officers of the Company as a
group, beneficially owned (i)shares of Common Stock of the Company and (ii)
equity securities of Kyocera, as follows:
<PAGE> 9
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial
Ownership of Number of AVX Shares
Outstanding AVX Underlying Total AVX Percentage of
Name Shares (1) Exercisable Options(2) Shares AVX Common Stock
---- --------- ---------------------- --------- ----------------
<S> <C> <C> <C> <C>
Benedict P. Rosen 60,511 235,564 296,075 *
Kazuo Inamori 10,000 10,000 20,000 *
John S. Gilbertson 30,267 221,875 252,142 *
Donald B. Christiansen 17,058 17,500 34,558 *
C. Marshall Jackson 2,559 17,500 20,059 *
Ernie Chilton 3,800 6,250 10,050 *
Carroll A. Campbell, Jr. 2,935(3) 3,000 5,935 *
Kensuke Itoh 3,000 10,000 13,000
Rodney N. Lanthorne 1,500 10,000 11,500 *
Henry C. Lucas 218(4) 0 218
Yasuo Nishiguchi 0 0 0 *
Richard Tressler 1,977(5) 2,500 4,477 *
Masahiro Umemura 1,000 10,000 11,000 *
Masahiro Yamamoto 1,000 10,000 11,000 *
Michihisa Yamamoto 1,000 7,500 8,500 *
Yuzo Yamamura 1,000 10,000 11,000 *
All directors, director nominees and 215,178 613,289 830,967 *
executive officers as a group
(a total of 23 individuals including
those named above)
</TABLE>
<PAGE> 10
TABLE 1
<TABLE>
<CAPTION>
------------------------------------------- ------------------- ----------------- -------------------- --------------
Name Amount and Nature Number of
of Beneficial Kyocera Shares
Ownership Of Underlying Percentage
Outstanding Exercisable Total Kyocera of Kyocera
Kyocera Shares(1) Options(6) Shares Shares
------------------------------------------- ------------------- ----------------- -------------------- --------------
<S> <C> <C> <C> <C>
------------------------------------------- ------------------- ----------------- -------------------- --------------
Benedict P. Rosen 10,773 2,500 13,273 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Kazuo Inamori 13,086,165(7) 4,000 13,090,165 6.9%
------------------------------------------- ------------------- ----------------- -------------------- --------------
John S. Gilbertson 15,033 2,000 17,033 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Donald B. Christiansen 172 0 172 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
C. Marshall Jackson 1,957 0 1,957 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Ernie Chilton 0 0 0 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Carroll A. Campbell, Jr. Jr. 0 0 0 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Kensuke Itoh 585,172 4,000 589,172 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Rodney N. Lanthorne 2,962 2,500 5,462 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Henry C. Lucas 0 0 0 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Yasuo Nishiguchi 2,995 4,000 6,995 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Richard Tressler 0 0 0 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Masahiro Umemura 5,000 3,000 8,000 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Masahiro Yamamoto 2,000 3,000 5,000 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Michihisa Yamamoto 9,232 3,000 12,232 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
Yuzo Yamamura 82,000 0 82,000 *
------------------------------------------- ------------------- ----------------- -------------------- --------------
------------------------------------------- ------------------- ----------------- -------------------- --------------
All directors, director nominees and 9,128,914 28,000 9,156,914 4.8%
executive officers as a group
(a total of 23 individuals including
those named above)
------------------------------------------- ------------------- ----------------- -------------------- --------------
</TABLE>
* Less than 1%
(1) Includes interests, if any, in shares held in the Company's Deferred
Compensation and Retirement Plan Trusts.
(2) Includes AVX shares under options exercisable as of March 31, 2000, and
options which become exercisable within 60 days thereof under the 1995 Stock
Option Plan or the AVX Corporation Non-Employee Directors Stock Option Plan (the
"Non-Employee Directors Plan") referenced below.
(3) Includes 2,935 Phantom Shares accrued under the Deferred Compensation Plan
for Non-Employee Directors referenced below.
(4) Includes 218 Phantom Shares accrued under the Deferred Compensation Plan for
Non-Employee Directors.
(5) Includes 1,477 Phantom Shares accrued under the Deferred Compensation Plan
for Non-Employee Directors.
(6) Includes shares under options exercisable as of March 31, 2000, and options
which become exercisable within 60 days thereof under the Kyocera Stock Option
Plan.
(7) Includes 4,680,000 shares held by The Inamori Foundation as to which Mr.
Inamori, as President of the foundation, may be deemed to have voting and
investment power.
<PAGE> 11
The information provided in the above chart as to each director,
director nominee and named executive officers, individually, and all directors,
director nominees and executive officers as a group, is based on information
received from such individuals. However, the listing of such shares is not
necessarily an admission of beneficial ownership by such persons. Unless
otherwise indicated in the footnotes, such individuals hold, together with
certain members of their family, sole voting and investment power over the
shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is a table indicating those persons whom the management
of the Company believe to be beneficial owners of more than 5% of any class of
the Company's securities as of May 26, 2000.
--------------------------------- ------------------------- ----------------
Name and Address Shares Beneficially Owned Percent of Class
of Beneficial Owner
--------------------------------- ------------------------- ----------------
Kyocera Corporation 60,900,000 69.8%
6 Takeda Tobadono-cho
Fushimi-ku, Kyoto 612-8501, Japan
--------------------------------- ------------------------- ----------------
To the best of the Company's knowledge, as of May 26, 2000, no person other than
Kyocera owned more than 5% of the outstanding voting securities of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and officers, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership of
any class of the Company's registered equity securities with the Securities and
Exchange Commission and the New York Stock Exchange. The Company believes that
during fiscal year ended March 31, 2000, all of its directors and officers
complied with all applicable Section 16(a) filing requirements.
BOARD OF DIRECTORS - MEETINGS HELD AND COMMITTEES
The Board held four meetings during the fiscal year ended March 31,
2000. During that period, all the directors attended at least 75% of the
meetings of the Board and meetings of the committees of the Board on which they
served, except for Dr. Inamori, Mr. Yamamura and Mr. Nishiguchi, who are
residents of Japan and are representatives on the Board for Kyocera.
The Board has the following standing committees:
Executive Committee. The Executive Committee has been, and from time to
time is, delegated authority by the Board to exercise the powers of the Board in
matters pertaining to the management of the business. The Executive Committee
held no meetings during the fiscal year ended March 31, 2000. The members of the
Executive Committee are Messrs. Inamori (Chairman), Rosen, Itoh, Lanthorne and
Umemura.
Audit Committee. The functions of the Audit Committee include (a)
reviewing the independence of the Company's independent accountants and making
recommendations to the full Board as to engagement of the independent
accountants, (b) reviewing with the independent accountants the plan and results
of the audit engagement, (c) reviewing the annual financial statements of the
Company, and (d) reviewing proposed audit fees and other fees of the independent
accountants. The Audit Committee held two meetings during the fiscal year ended
March 31, 2000. The members of the Audit Committee are Messrs. Campbell
(Chairman), Lucas and Tressler.
<PAGE> 12
Compensation Committee. The Compensation Committee has the full power
and authority of the Board with respect to the determination of compensation for
all executive officers of the Company. The Compensation Committee also has full
power and authority over any compensation plan approved by the Board, other than
the 1995 Stock Option Plan, including the issuance of shares of Common Stock, as
such Compensation Committee may deem necessary or desirable in accordance with
such compensation plans. The Compensation Committee held one meeting during the
fiscal year ended March 31, 2000. The members of the Compensation Committee are
Messrs. Inamori (Chairman), Itoh, Campbell and Tressler.
Equity Compensation Committee. The Equity Compensation Committee is
responsible for any action on all matters concerning the 1995 Stock Option Plan.
This committee consists of Messrs. Tressler (Chairman), Campbell and Lucas. The
Equity Compensation Committee held two meetings during the fiscal year ended
March 31, 2000.
Special Advisory Committee. The Special Advisory Committee is required
to review and approve all material contracts and transactions between the
Company and related parties. The Special Advisory Committee held one meeting
during the fiscal year ended March 31, 2000. The members of the Special Advisory
Committee are Messrs. Lucas (Chairman), Campbell and Tressler.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company or Kyocera is paid
an annual director's fee of $30,000, an attendance fee of $2,500 per Board or
committee meeting and reimbursement of travel expenses. Each director who is an
employee of Kyocera is paid an attendance fee of $2,500 per Board or committee
meeting and reimbursement of travel expenses. In addition, each director who is
not an employee of the Company is granted stock options pursuant to the
Non-Employee Directors Plan.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
The Non-Employee Directors Plan authorizes the issuance of 250,000
shares (not reflecting the Stock Split), making available the grant of an option
to purchase 7,500 shares of Common Stock to each non-employee director as of the
date on which a non-employee director is elected for the first time and every
third anniversary thereafter. The option becomes exercisable 33 1/3% one year
after the date of the grant and an additional 33 1/3% at the end of each of the
following two years, provided that the non-employee director must continue to be
a director at the date of exercise. However, if the non-employee director's
service terminates due to retirement, death or disability, his options shall
thereupon become fully vested. Options have an exercise price equal to the fair
market value (as defined in the plan) of the Common Stock on the date of grant.
This plan is administered by the Board. The plan requires that options granted
thereunder will expire on the date which is ten years after the date of grant,
unless sooner terminated under the terms of the plan. Unless sooner terminated
by action of the Board, the plan will terminate on August 1, 2005. Subject to
certain exceptions which require shareholder approval, the plan may be amended
or discontinued by the Board. Options granted under the plan are not assignable.
There are no Federal tax consequences either to the non-employee directors or to
the Company upon the grant of an option. On exercise of an option, the excess of
the date-of-exercise fair market value of the shares acquired over the option
price will generally be taxable to the non-employee director as ordinary income
and deductible by the Company. The disposition of shares acquired upon exercise
of an option will generally result in a capital gain or loss for the
non-employee director but will have no tax consequences for the Company. AVX
feels that it is important for members of the Board to be shareholders of the
Company and to have an incentive to help the Company grow and prosper and to
share in that prosperity.
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
The Non-Employee Directors' Deferred Compensation Plan (the "Deferred
Plan") allows each outside director, at his election, to defer payment of
certain portions of his compensation as a director. Deferrals are invested in an
AVX
<PAGE> 13
Phantom Share Unit Fund. A director's deferred account is paid, at the
director's election, either on the 10th anniversary of each annual deferral or
upon his ceasing to be a member of the Board of Directors.
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table shows cash compensation paid and certain other
compensation paid or accrued by the Company related to the fiscal years ended
March 31, 2000, 1999, and 1998 to each of the Company's five most highly
compensated executive offices, including the Chief Executive Officer, in all
capacities in which they served.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
Long Term
Compensation
-------------- All Other
Compensation
Other Annual Securities ------------
Name and Fiscal Salary Compensation Underlying
Position Year ($)(1) Bonus($) ($) Options (#)(2) ($)(3)
-------- ---- -------- -------- ------- -------------- -------
<S> <C> <C> <C> <C> <C> <C>
Benedict P. Rosen 2000 $545,000 $854,213 $13,507 -0- $74,363
Chairman and 1999 545,000 32,700 17,664 -0- 78,600
Chief Executive Officer 1998 520,000 622,950 14,100 90,000 78,412
John S. Gilbertson 2000 424,000 664,020 18,492 40,000 57,872
President and 1999 424,000 25,440 10,063 -0- 78,761
Chief Operating Officer 1998 400,000 476,340 8,994 80,000 67,497
Donald B. Christiansen 2000 230,000 200,475 13,507 20,000 30,666
Sr. VP Finance, 1999 230,000 13,800 16,194 -0- 52,167
Chief Financial Officer 1998 220,000 170,530 15,939 50,000 34,105
and Treasurer
C. Marshall Jackson 2000 215,000 219,173 1,228 20,000 28,628
Senior Vice President of 1999 215,000 12,900 1,778 -0- 49,905
Sales and Marketing 1998 200,000 168,885 7,643 50,000 31,915
Ernie Chilton 2000 200,000 180,000 19,300 25,000 27,000
Senior Vice President of 1999 200,000 0 18,000 -0- 27,000
Tantalum 1998 194,500 85,000 17,000 -0- 26,300
</TABLE>
(1) Includes amounts earned but deferred by the executive officer at his
election, pursuant to the Company's savings or deferred compensation plans.
<PAGE> 14
(2) All stock options were granted pursuant to the 1995 Stock Option Plan
(3) All other compensation includes: (i) the Company's contribution on behalf of
the respective executive officers pursuant to the terms of the AVX Ltd. Pension
Plan (the "Pension Plan"), AVX Corporation Deferred Compensation Plans (the
"DCPs"), and the AVX Corporation Retirement Plan (the "Retirement Plan"). Mr.
Chilton participates in the Pension Plan, a defined benefit pension plan
maintained by AVX Limited, a wholly-owned subsidiary of AVX Corporation. The
Pension Plan provides for a retirement benefit at a normal Pension Date, as
defined, equal to 60% of the Final Pensionable Salary, as defined, after
completing at least 20 years of continuing service. Mr. Chilton has been
employed by AVX Limited since 1979. The table below sets forth the components of
all other compensation described above, for the fiscal year ended March 31,
2000, for the above named executive officers:
Pension Plan DCPs Retirement Plan
------------ ------- ---------------
Benedict P. Rosen $54,823 19,540
John S. Gilbertson 37,963 19,909
Donald B. Christiansen 9,866 20,800
C. Marshall Jackson 7,828 20,800
Ernie Chilton $27,000
The amounts shown for each named executive officer may exclude certain
perquisites and other personal benefits that did not exceed, in the aggregate,
the lesser of either $50,000 or 10% of the total of annual salary and bonus
reported for the named executive officer for any year included in this table.
Options Granted During the Fiscal Year Ended March 31, 2000
Individual Grants(1)(2)
<TABLE>
<CAPTION>
% Total
Number of Options Potential Realizable
Securities Granted Value at Assumed Annual Rates
Underlying Employees Exercise Base of Stock Appreci-
Options in Fiscal Price Expiration ation for Option
Name Granted Year ($/share)(3) Date Term
---- ---------- --------- ------------- ---------- -----------------------------
5% 10%
<S> <C> <C> <C> <C> <C> <C>
John S. Gilbertson 40,000 8.9% $16.00 04/01/09 $402,493 $1,019,995
Donald B. Christiansen 20,000 4.5% 16.00 04/01/09 201,200 510,000
C. Marshall Jackson 20,000 4.5% 16.00 04/01/09 201,200 510,000
Ernie Chilton 25,000 5.6% 16.00 04/01/09 251,500 637,500
</TABLE>
(1) Each option was granted on April 1, 1999 to purchase shares of Common Stock.
Twenty five percent of the shares subject to the options become exercisable one
year from the date of grant and 25% become exercisable on each of the three
succeeding anniversary dates, provided the optionee continues to be employed by
the Company or any of its subsidiaries. The actual value an optionee receives is
dependent on future stock market conditions, and there can be no assurance that
the amounts reflected in the right hand columns of the table will actually be
realized. No gain to the optionee is possible without an appreciation in the
stock value which will benefit all shareholders commensurately.
(2) The options were granted pursuant to the 1995 Stock Option Plan and do not
provide for tandem or stand alone stock appreciation rights.
(3) Payment for shares of Common Stock upon exercise of a stock option may be
made in cash, or with the Company's consent, shares of Common Stock or a
combination of cash and shares of Common Stock.
<PAGE> 15
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to options
exercised during fiscal 2000 by the named executive officers and fiscal year-end
values of unexercised options held by the named executive officers at year-end
(all of which options were granted by the Company pursuant to the 1995 Stock
Option Plan).
<TABLE>
<CAPTION>
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End Year End
Shares
Acquired
on Exerci- Unexer- Exerci- Unexer-
Exercise Value Realized sable cisable sable cisable
Name (#) ($) (1) (#) (#) ($) ($)
---- -------- -------------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Benedict P. Rosen 15,686 $ 545,089 235,564 63,750 $12,536 $3,615,703
John S. Gilbertson 211,875 95,625 11,245 5,546,367
Donald B. Christiansen 87,500 979,645 12,500 57,500 703,906 3,325,156
C. Marshall Jackson 150,000 2,915,551 12,500 57,500 703,906 3,325,156
Ernie Chilton 137,500 2,153,459 -0- 37,500 -0- 2,216,407
</TABLE>
(1) Represents the market value of the Common Stock on the date of exercise less
the exercise price of the options.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended March 31, 2000, the Compensation Committee
was comprised of Messrs. Inamori, Itoh, Campbell and Tressler. Dr. Inamori is
Chairman Emeritus of the Board, and Mr. Itoh is Chairman, of Kyocera. Kyocera
owns 60,900,000 shares, or approximately 69.8%, of the Company's outstanding
Common Stock and has engaged in a significant number and variety of related
company transactions with the Company. The more significant arrangements and
agreements between the Company and Kyocera are described in the Company's Annual
Report on Form 10-K and in the footnotes to the financial statements in the
Annual Report to Shareholders. For additional information concerning positions
with Kyocera held by officers and directors of the Company, see "Proposal I,
Election of Directors, Nominations for the Board of Directors" above.
Report of Compensation Committee
This report provides an overview of the Company's executive
compensation philosophy and describes the role of the Compensation Committee.
The Compensation Committee, subject to review by the Board, makes
determinations regarding salary levels and annual incentive bonus opportunities
for executive officers, and performs such other compensation related functions
delegated to the Compensation Committee by the Board.
The Company's compensation policy reflects a commitment to an executive
compensation plan which enables the Company to attract, retain and motivate
highly qualified management professionals. The Company's compensation
<PAGE> 16
philosophy is to directly align executive compensation with the financial
performance of the organization. The Company believes that the relationship
between executive compensation and Company performance will create benefit for
all shareholders.
The executive compensation program has been developed by the
Compensation Committee using various factors which include historical earnings,
review of industry competition executive compensation plans, and consultation
with compensation experts. The key elements of the executive compensation
program are base salary, annual incentive bonus and stock options, in addition
to those benefits provided under the Company's retirement plans.
The Compensation Committee or, the Equity Compensation Committee, as
applicable, review and approve each element of the Company's executive
compensation program and periodically assess the effectiveness of the program as
a whole. This program covers the Chief Executive Officer, the four other named
executive officers and all other executive officers of the Company.
Specifically, the committees approve the salaries of all executive officers,
cash awards under the Company's Management Incentive Plan ("MIP"), the grant of
stock options under the 1995 Stock Option Plan, and the provision of any special
benefits or perquisites to executive officers.
Base Salary Program
The base salary program is intended to provide base salary levels that
are externally competitive and internally equitable, and to reflect each
individual's sustained performance and cumulative contribution to the Company.
Each executive officer's individual performance is reviewed to arrive at merit
increase determinations. These merit increases are then reviewed within the
context of the total merit increase budget to determine reasonableness.
Management Incentive Plan
The MIP provides for annual cash incentive compensation based on
various performance measures for executive officer positions. Bonus awards are
paid under the MIP generally if the Company's financial performance exceeds a
predetermined performance target. The bonus awards for the Chief Executive
Officer and the Chief Operating Officer are based on a percentage of target
profits. The rest of the executive officers' bonuses are derived from a pool
determined based on a percentage of target profits.
1995 Stock Option Plan
The 1995 Stock Option Plan is designed to reward executive officers and
other key employees directly for appreciation in the long-term price of the
Company's stock. The plan directly links the compensation of executive officers
to gains by the shareholders and encourages executive officers to adopt a strong
stakeholder orientation in their work. The 1995 Stock Option Plan also places
what can be a significant element of compensation at risk because the options
have no value unless there is appreciation over time in the value of Company
stock.
With the understanding that the value (if any) of stock options is
based on future performance, the Company bases stock option grants on levels of
expected value for long-term incentive grants among other companies and other
comparable corporate employers. The Equity Compensation Committee periodically
reviews the practices, grant levels and grant values of other companies to
ensure the plan continues to meet the Company's objectives.
Other Benefits
Miscellaneous benefits offered to executive officers are designed to
provide a safety net of protection against the financial catastrophes that can
result from illness, disability, or death. Benefits offered to executive
officers are largely the same as those offered to the general employee
population, with some variation, primarily to promote tax efficiency and
replacement of benefit opportunities lost due to regulatory limits.
<PAGE> 17
Chief Executive Officer Compensation
As Chairman and Chief Executive Officer of the Company, Mr. Rosen's
base salary reflects his substantial responsibilities. Based on these
responsibilities, the Board awarded Mr.Rosen a base salary of $545,000 for
fiscal year 2000. Mr. Rosen also received a substantial bonus award under the
MIP based on the Company's financial results for the fiscal year.
Deductibility of Executive Compensation
With respect to Section 162(m) of the Code and the underlying Internal
Revenue Service (the "IRS") regulations pertaining to the deductibility of
compensation to certain executive officers in excess of $1 million, the
Compensation Committee has adopted a policy that it will attempt to comply with
such limitations, to the extent practicable, including through its presentation
of incentive compensation plans to the shareholders, for approval, where
appropriate. However, the Compensation Committee has also determined that some
flexibility is required, notwithstanding these IRS regulations, in negotiating
and implementing the Company's incentive compensation program. It has,
therefore, retained the option to award some bonus payments based on
non-quantitative performance objectives and other criteria which it may
determine, at its discretion, from time to time.
Summary
The Compensation Committee believes the executive compensation program
is adequate to accomplish the program's goals of attracting, retaining, and
motivating highly qualified management professionals. The Committee believes the
executive compensation program is fair to both the executive officers and the
Company.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD:
Kazuo Inamori, Chairman
Carroll A. Campbell, Jr.
Kensuke Itoh
Richard Tressler
Report of Audit Committee
In connection with the March 31, 2000, financial statements, the Audit
Committee: (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the Company's independent accountants the matters
required by Statement on Auditing Standards No. 61; and (3) received and
discussed with the independent accountants the matters required by Independence
Standards Board Statement No. 1. Based upon these reviews and discussions, the
Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD:
Carroll A. Campbell Jr., Chairman
Henry Lucas
Richard Tressler
See attached Charter of the audit committee, Exhibit 1.
<PAGE> 18
Employment Agreement
Benedict Rosen has an employment agreement that provides for a two year
advisory period upon his retirement from the Company. During this advisory
period, Mr. Rosen will receive an annual payment equivalent to his most recent
base salary. If Mr. Rosen dies prior to or during the two year advisory period,
his heirs will be entitled to the compensation Mr. Rosen would have received.
Stock Price Performance Graph
The following chart compares the percentage change in the cumulative
total shareholder return on the Company's Common Stock from August 15, 1995,
through March 31, 2000, with the cumulative total return of the S&P 500 Stock
Index and a Peer Group Index for such period.
AVX CORPORATION
TOTAL RETURN
---------------------------------------------------------------
Cumulative Total Return
8/95 3/96 3/97 3/98 3/99 3/00
--------------------------------------------------------------------------------
AVX CORPORATION 100.00 71.10 68.56 66.75 53.92 257.58
PEER GROUP 100.00 89.06 87.42 116.48 99.63 301.78
S & P 500 100.00 117.12 140.34 207.70 246.04 290.19
--------------------------------------------------------------------------------
The "Peer Group" is comprised of the following companies: Amphenol,
Kemet, Methode, Molex and Vishay. The Stock Price Performance Graph above and
the foregoing Report of Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing with the Securities and Exchange Commission under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
Shareholder Proposals
If any shareholder intends to present a proposal to the Company for
inclusion in its proxy statement relating to the annual meeting of shareholders
expected to be held in July 2001, or wishes to recommend nominees to the Board,
such proposal, in writing and addressed to the Corporate Secretary, must be
received by the Company no later than February 14, 2001.
In general, shareholder proposals intended to be presented at an annual
meeting, including proposals for the nomination of directors, must be received
by the Company 60 days in advance of the meeting.
<PAGE> 19
Proxy Solicitation
The entire cost of this solicitation will be borne by the Company,
including reimbursement of banks, brokerage firms, custodians, nominees and
fiduciaries for their reasonable expenses in sending proxy materials to the
beneficial owners of stock. Solicitation will primarily be made by mail, but
proxies may be solicited personally, by telephone or by facsimile. In addition,
the Company has retained American Stock Transfer & Trust Company to assist in
the solicitation of proxies at a fee estimated to be $10,000, excluding
out-of-pocket expenses.
Requests for a copy of AVX's Annual Report on Form 10-K filed with the
Securities and Exchange Commission should be directed to the Corporate Secretary
of AVX Corporation, PO Box 867, Myrtle Beach, South Carolina 29578.
By order of the Board,
/S/ KURT CUMMINGS
--------------------------
Kurt Cummings
Corporate Secretary
June 19, 2000
<PAGE> 20
EXHIBIT 1
AVX CORPORATION
Audit Committee Charter
Dated: March 31, 2000
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing with the
Company's senior financial management and independent accountants the Company's
auditing, accounting and financial reporting processes generally. Consistent
with this function, the Audit Committee should encourage continuous improvement
of, and should foster adherence to the corporation's policies, procedures and
practices at all levels. The Audit Committee's primary duties and
responsibilities are to:
o Serve as an independent and objective party to monitor the
Corporation's financial reporting policies, procedures and practices.
o Review and appraise the independence and audit efforts of the
Corporation's independent accountants.
o Provide an open avenue of communication among the independent
accountants, financial and other senior management, and the Board of
Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be (i) independent directors free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee,
and (ii) financially literate, as interpreted by the Board. At least one audit
committee member must have accounting or related financial management expertise,
as interpreted by the Board.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
III. MEETINGS
The Audit Committee shall meet at least four times annually. Such
meetings should include the independent accountants and senior financial
management. The Committee may choose to meet with financial management, other
senior management, or the independent accountants in separate executive sessions
to discuss any matters that the Committee or each of these groups believe should
be discussed privately.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
<PAGE> 21
Documents/Reports Review
1. Review and reassess this Charter annually. Obtain Board approval of the
Charter annually.
2. Review the Company's periodic reports and financial statements
submitted to the Securities and Exchange Commission, including any
independent accountant certification, report, opinion, or review, with
the independent accountants. The Chair of the Committee may represent
the entire Audit Committee for purposes of this review.
3. Annually prepare a report to shareholders for inclusion in the
Company's annual proxy statement.
Independent Accountants
4. Reaffirm the independent accountants' accountability to the audit
committee and the Board.
5. Obtain from the independent accountants a written statement regarding
the relationships between the accountants and the Company. Recommend to
the Board of Directors the selection of the independent accountants,
after discussing with the independent accountants their independence
and effectiveness.
6. Review the performance and the annual fees of the independent
accountants and recommend to the Board any proposed discharge of the
independent accountants when circumstances warrant.
7. Periodically consult with the independent accountants about any
material weaknesses in internal controls or instances of fraud or
illegal acts noted during the audit and the fullness and accuracy of
the Company's financial statements.
Financial Reporting Processes
8. Consult with the independent accountants and senior financial
management regarding the integrity of the Company's financial reporting
processes.
9. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles and
estimates applied in its financial reporting.
10. Consider and approve, if appropriate, major changes to the
Corporation's accounting and reporting principles and practices as
suggested by the independent accountants or management.
Process Improvement
11. Following completion of the annual audit, review with senior financial
management and the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions
on the scope of work or access to required information.
12. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.
Other
13. Perform any other activities consistent with this Charter, the
Company's by-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
<PAGE> 22
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
AVX CORPORATION
July 25, 2000
/Please Detach and Mail in the Envelope Provided/
A [X] Please mark your votes as in this example.
DIRECTORS RECOMMEND VOTING FOR 1,2,3, AND 4.
1. To elect four Class II Directors for terms Expiring at the Annual Meeting in
July of 2003 FOR all nominees listed (except as marked to the contrary)
WITHHOLD AUTHORITY to vote for all listed nominees at right.
(Instruction: to withhold authority to vote for any individual nominee
strike out that nominee's name in the list provided at right.)
NOMINEES: Michihisa Yamamoto
Carroll A. Campbell, Jr.
John S. Gilbertson
Rodney J. Lanthorne
FOR AGAINST ABSTAIN
2. To ratify a proposed amendment to the 1995
Stock Option Plan;
3. To ratify the appointment of PricewaterhouseCoopers,
LLP as the Company's independent auditors for the
fiscal year commencing April 1, 2000;
4. To transact any other business that may properly
come before the Annual Meeting or any adjournment
thereof.
Please mark box at right if an address change or comment has been noted on the
reverse side of this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Signature____________________Co-owner sign here_______ _______Date__________2000
NOTE: (Signatures should conform to names as registered For jointly owned
shares, each owner should sign. When signing as attorney, executor,
administrator, trustee, guardian or officer of a corporation, please give full
title.)
<PAGE> 23
ANNUAL MEETING OF SHAREHOLDERS
AVX CORPORATION
JULY 26, 2000
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
TO VOTE BY TELEPHONE (TOUCH TONE PHONE ONLY)
Please call toll-free 1-800-Proxies (1-800-776-9437) and follow the
instructions. Have you control number and the proxy card available when you
call. Please do not return your proxy card if voting by telephone.
TO VOTE BY INTERNET
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
Please do not return your proxy card if voting by internet.
YOUR CONTROL NUMBER IS ____________
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
AVX CORPORATION
July 25, 2000
/Please Detach and Mail in the Envelope Provided.
A [X] Please mark your votes as in this example.
DIRECTORS RECOMMEND VOTING FOR 1,2,3, AND 4.
1. To elect four Class II Directors for terms Expiring at the Annual Meeting in
July of 2003 FOR all nominees listed (except as marked to the contrary)
WITHHOLD AUTHORITY to vote for all listed nominees at right.
(Instruction: to withhold authority to vote for any individual nominee
strike out that nominee's name in the list provided at right.)
NOMINEES: Michihisa Yamamoto
Carroll A. Campbell, Jr.
John S. Gilbertson
Rodney J. Lanthorne
FOR AGAINST ABSTAIN
<PAGE> 24
2. To ratify a proposed amendment to the 1995
Stock Option Plan;
3. To ratify the appointment of PricewaterhouseCoopers,
LLP as the Company's independent auditors for the
fiscal year commencing April 1, 2000;
4. To transact any other business that may properly
come before the Annual Meeting or any adjournment
thereof.
Please mark box at right if an address change or comment has been noted on the
reverse side of this card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Signature____________________Co-owner sign here_______ _______Date__________2000
NOTE: (Signatures should conform to names as registered For jointly owned
shares, each owner should sign. When signing as attorney, executor,
administrator, trustee, guardian or officer of a corporation, please give full
title.)
<PAGE> 25
AVX CORPORATION
17th Ave. South - Myrtle Beach, South Carolina 29577
The undersigned hereby appoints Benedict P. Rosen, Chairman and Chief Executive
Officer, and John S. Gilbertson, President and Chief Operating Officer, or
either of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all the shares of Common Stock of AVX Corporation held of record by the
undersigned on May 26, 2000, at the Annual Meeting of Shareholders to be held on
July 25, 2000, or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3, AND 4.
If VOTING BY MAIL, PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your names(s) appear(s) hereon. When shares
are held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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