SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BENCHMARK ELECTRONICS, INC.
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
5) Total fee paid:
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[ ] 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:
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4) Date Filed:
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<PAGE>
BENCHMARK ELECTRONICS, INC.
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 20, 1997
Shareholders of Benchmark Electronics, Inc.:
The 1997 Annual Meeting of Shareholders of Benchmark Electronics, Inc.
("Company") will be held at the Doubletree Hotel at Allen Center, 400 Dallas
Street, Houston, Texas, on Tuesday, May 20, 1997, beginning at 10:00 a.m. (local
time), for the following purposes:
1. to elect seven directors to serve on the Board of Directors until
the 1998 annual meeting of shareholders and until their successors are duly
elected and qualified;
2. to consider and act upon a proposed amendment to the Company's
Restated Articles of Incorporation to increase the number of authorized
shares of common stock from 10 million to 30 million shares;
3. to consider and act upon a proposal to ratify the appointment of
KPMG Peat Marwick LLP as the independent auditors of the Company for the
year ending December 31, 1997; and
4. to transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on April 10, 1997, are
entitled to notice of and to vote at the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Regardless of whether you
plan to attend the meeting, you are urged to complete, date, sign and return the
enclosed proxy in the accompanying envelope at your earliest convenience.
By order of the Board of Directors,
Cary T. Fu
EXECUTIVE VICE PRESIDENT
Angleton, Texas
April 18, 1997
YOUR VOTE IS IMPORTANT.
TO ENSURE YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE AT YOUR
EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. NO
ADDITIONAL POSTAGE IS NECESSARY IF THE PROXY IS MAILED IN THE UNITED STATES. THE
PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS VOTED AT THE MEETING.
<PAGE>
BENCHMARK ELECTRONICS, INC.
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
(409) 849-6550
APRIL 18, 1997
------------------------
PROXY STATEMENT
FOR
1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 20, 1997
------------------------
INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Benchmark Electronics, Inc.
("Company") for use at the 1997 Annual Meeting of Shareholders of the Company
to be held on Tuesday, May 20, 1997, beginning at 10:00 a.m. (local time), and
any adjournment thereof ("Meeting") for the purposes set forth in this Proxy
Statement and the accompanying Notice. This Proxy Statement, the Notice and the
enclosed form of proxy will be sent to shareholders on or about April 21, 1997.
PROXIES
If any proxy in the enclosed form is properly executed and is received by
the Company before or at the Meeting, the shares represented thereby will be
voted in accordance with the directions set forth therein. If no direction is
made, a proxy that is properly signed and received by the Company and which is
not revoked will be voted FOR the election of all nominees for director named
herein to serve on the Board of Directors until the 1998 annual meeting of
shareholders and until their successors are duly elected and qualified, FOR
approval of the proposal to amend the Company's Restated Articles of
Incorporation to increase the number of authorized shares of common stock from
10 million to 30 million shares, and FOR the ratification of the appointment of
KPMG Peat Marwick LLP as the independent auditors of the Company for the year
ending December 31, 1997. If any other matter, not known or determined at the
time of the solicitation of proxies, properly comes before the Meeting, the
proxies will be voted in accordance with the discretion of the person or persons
voting the proxies. Proxies may be revoked by written notice received by the
Secretary of the Company at any time before they are voted and will be deemed
revoked by voting in person at the Meeting.
VOTING SECURITIES
Shareholders of record at the close of business on April 10, 1997 are
entitled to notice of and to vote at the Meeting. As of April 10, 1997, there
were 5,742,884 shares of common stock, $0.10 par value per share ("Common
Stock"), issued, outstanding and entitled to vote at the Meeting. Each share of
Common Stock is entitled to one vote on all matters that may properly come
before the Meeting.
QUORUM AND OTHER MATTERS
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute a
quorum. Shares of Common Stock represented by a properly signed and returned
proxy will be counted as present at the Meeting for purposes of determining a
quorum, without regard to whether the proxy is marked as casting a vote or
abstaining. Shares of Common Stock held by nominees which are voted on at least
one matter coming before the Meeting will also be counted as present for
purposes of determining a quorum, even if the beneficial owner's discretion has
been withheld (a "non-vote") for voting on some or all other matters.
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<PAGE>
The Company's Restated Articles of Incorporation provide that directors
will be elected by the affirmative vote of a majority of the outstanding shares
of Common Stock entitled to vote and present, in person or represented by proxy,
at the Meeting. Approval of the proposed amendment to the Company's Restated
Articles of Incorporation requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock. All other matters to come
before the meeting for which the Texas Business Corporation Act does not require
the affirmative vote of the holders of a specified portion of the shares
entitled to vote require the approval of a majority of the outstanding shares of
Common Stock entitled to vote and present, in person or represented by proxy, at
the Meeting. Therefore, an abstention, a non-vote or a withholding of authority
to vote with respect to a proposal relating to the election of directors, the
proposed amendment to the Company's Restated Articles of Incorporation or other
matters to come before the meeting will have the effect of a vote against such
proposal.
Votes at the Meeting will be tabulated by an Inspector of Election
appointed by the Company.
The Board of Directors is not aware of any matters that are expected to
come before the Meeting other than those referred to in this Proxy Statement. If
any other matter properly comes before the Meeting, the proxies will be voted in
accordance with the discretion of the person or persons voting the proxies.
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<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
The following table sets forth certain information with respect to each
nominee for election as a director of the Company. The information as to age,
principal occupation, shares of Common Stock beneficially owned, and
directorships has been furnished by each such nominee.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES OF OF
COMMON STOCK OUTSTANDING
BENEFICIALLY SHARES OF
NAME AGE PRINCIPAL OCCUPATION OWNED COMMON STOCK
- ------------------ --- --------------------------------- ------------ ------------
<S> <C> <C> <C>
John C. Custer.... 66 Retired 17,980(1) (2)
Donald E.
Nigbor.......... 49 President of the Company 148,916(3) 2.6%
Steven A.
Barton.......... 48 Executive Vice President of the 22,585(4) (2)
Company
Cary T. Fu........ 48 Executive Vice President of the 154,005(3) 2.7%
Company
Peter G.
Dorflinger...... 45 Vice President and General 19,000(5) (2)
Counsel of Advanced Medical
Instruments, Inc.
Gerald W. Bodzy... 45 Senior Vice President and 17,600(6) (2)
Managing Director of Stephens
Inc.
David H. Arnold... 59 President and Chairman of the 244,996(7) 4.3%
Board of DCM Tech, Inc.
</TABLE>
- ------------
(1) Includes 1,200 shares owned by Mr. Custer's wife, and 16,780 shares that may
be acquired upon the exercise of options that are currently exercisable.
(2) Less than 1%.
(3) Includes 63,000 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(4) Includes 21,200 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(5) Includes 18,000 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(6) Includes (i) 1,600 shares of Common Stock held by Mr. Bodzy as custodian for
his children under the Uniform Gifts to Minors Act, as to which shares of
Common Stock Mr. Bodzy expressly disclaims beneficial ownership, and (ii)
9,000 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable.
(7) Includes 5,644 shares of Common Stock owned of record by Mr. Arnold's wife,
1,363 shares held for Mr. Arnold's benefit in the Company's 401(k) Employee
Savings Plan and 3,000 shares that may be acquired upon the exercise of
options that are currently exercisable.
Mr. Custer has been Chairman of the Board of Directors of the Company since
1988 and a member of the Compensation Committee of the Board of Directors since
1990. Mr. Custer was employed by Mason & Hanger Corporation, a technical
services contracting and engineering firm, from 1951 until his retirement in
February 1996. Mr. Custer became a member of the board of directors of Mason &
Hanger Corporation in 1983, serving as Chairman of the Board from 1994 until his
retirement, and served in various other management and operations positions
before becoming Chairman of the Board.
Mr. Nigbor has been a director and President of the Company since 1986 and
was its General Manager from 1984 to 1990. Before joining the Company, he was
employed by Intermedics, Inc. ("Intermedics"), a medical implant manufacturer,
serving as a Manufacturing Analyst for its Pacemaker division from 1980 to
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<PAGE>
1984. Mr. Nigbor holds B.S. and M.S. degrees in engineering from Rensselaer
Polytechnic Institute and received an M.B.A. from the Amos Tuck School of
Business at Dartmouth College.
Mr. Barton has been a director and Executive Vice President of the Company
since 1990. He served as Executive Vice President -- Marketing and Sales of the
Company from 1990 to April 1992. Since June 1, 1993 he has worked part-time for
the Company for personal reasons. He also has served the Company as Executive
Vice President from 1988 to 1990, a director and Vice President from 1986 to
1988, and President from 1979 to 1983. From 1977 to 1986, Mr. Barton was
employed by Intermedics in various management positions. Mr. Barton holds B.S.
and M.S. degrees in electrical engineering from the University of South Florida
and received an M.B.A. from the Harvard Business School.
Mr. Fu has been a director and Executive Vice President of the Company
since 1990. He served as Executive Vice President -- Financial Administration of
the Company from 1990 to April 1992. He also has served the Company as Treasurer
from 1986 to January 1996, Secretary from 1990 to January 1996, a director and
Secretary from 1986 to 1988 and Assistant Secretary from 1988 to 1990. From 1983
to 1986, Mr. Fu was employed by Intermedics as Controller of the Company and
another subsidiary. Mr. Fu holds an M.S. degree in accounting from the
University of Houston and is a certified public accountant.
Mr. Dorflinger has been a director of the Company and a member of the Audit
Committee and Compensation Committee of the Board of Directors since 1990. He is
currently Vice President and General Counsel of Advanced Medical Instruments,
Inc., a manufacturer of medical monitoring equipment, a position he has held
since January 1, 1997. From March 1987 through October 1996 he served as Vice
President, General Counsel and Secretary of Intermedics. From June 1990 through
October 1996 he served as Group Vice President and General Counsel of
SULZERmedica, a division of Sulzer Limited of Switzerland, composed of eight
operating medical device companies in Europe and the United States. Mr.
Dorflinger received a J.D. degree from the University of Houston and also is a
director of Maxxim Medical, Inc., a medical products manufacturer and supplier.
Mr. Bodzy has been a director of the Company since September 1994 and has
been a member of the Audit Committee since March 1995. He has been employed
since 1990 by Stephens Inc., serving as Senior Vice President and Managing
Director. From 1979 to 1990, Mr. Bodzy was employed by Smith Barney, Inc., as an
investment banker, serving as Managing Director from 1986 to 1990.
Mr. Arnold became a director of the Company in 1996 pursuant to the terms
of the agreement relating to the Company's acquisition of EMD Technologies, Inc.
("EMD") in July 1996. Mr. Arnold was a co-founder of EMD and served as a
director and officer of EMD from 1974 until its acquisition by the Company. Mr.
Arnold is currently President and Chairman of the Board of DCM Tech, Inc., a
privately-held manufacturer of machine tools. Mr. Arnold earned a B. S. degree
in mechanical engineering from Iowa State University and an M.S. degree in
mechanical engineering from the University of Michigan. He also serves as a
director of Town and Country State Bank in Winona, Minnesota. The agreement
relating to the acquisition of EMD by the Company requires the Company to
include either Mr. Arnold or Mr. Daniel M. Rukavina (or an acceptable person
designated by them) on its recommended slate of nominees for election to the
Company's Board of Directors for so long as Mr. Arnold and Mr. Rukavina
(including, in the first year after the acquisition, their spouses and
descendants) own beneficially in the aggregate at least 10% of the outstanding
shares of Common Stock.
The officers of the Company are elected by, and serve at the discretion of,
the Board of Directors.
ELECTION PROCEDURES; TERM
The directors will be elected by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present in person or
represented by proxy at the Meeting. Unless the authority to vote for the
election of directors is withheld as to any or all of the nominees, all shares
of Common Stock represented by proxy will be voted for the election of the
nominees. If the authority to vote for the election of directors is withheld as
to any but not all of the nominees, all shares of Common Stock represented by
any such proxy will be voted for the election of the nominees as to whom such
authority is not withheld. If a nominee becomes unavailable to serve as a
director for any reason before the election, the shares
4
<PAGE>
represented by proxy will be voted for such other person, if any, as may be
designated by the Board of Directors. The Board of Directors, however, has no
reason to believe that any nominee will be unavailable to serve as a director.
Any vacancy on the Board of Directors occurring after the election may be
filled (1) by election at any annual or special meeting of the shareholders
called for that purpose, or (2) by a majority of the remaining directors though
less than a quorum of the Board of Directors, provided that the remaining
directors may not fill more than two such director vacancies during the period
between any two successive annual meetings of shareholders. A director elected
to fill a vacancy will be elected for the unexpired portion of the term of his
predecessor in office.
All directors will be elected to serve until the 1998 annual meeting of
shareholders and until their successors are duly elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES TO THE BOARD OF DIRECTORS.
OPERATION OF BOARD OF DIRECTORS
The directors are elected annually by the shareholders and hold office
until their successors are elected and qualified. The Amended and Restated
Bylaws of the Company provide for a Board of Directors consisting of seven
members. The Board of Directors held eleven meetings during 1996.
The Board of Directors has an Audit Committee and a Compensation Committee,
but does not have a nominating committee or any committee performing a similar
function.
The members of the Audit Committee are Messrs. Dorflinger and Bodzy. The
functions of the Audit Committee are to recommend to the Board of Directors the
retention or discharge of the Company's independent auditors; review and approve
the engagement of the independent auditors to conduct an audit of the Company
and related matters including the scope, extent and procedures of the audit and
the fees to be paid therefor; review, in consultation with the independent
auditors, the audit results and their proposed opinion letter or audit report
and any related management letter; review and approve the audited financial
statements of the Company; consult with the independent auditors and management
of the Company, together or separately, on the adequacy of internal accounting
controls and review the results thereof; review the independence of the
independent auditors; review and approve the engagement of the independent
auditors for non-audit services; direct and supervise investigations into
matters within the scope of the Audit Committee's duties; and perform such other
functions as may be necessary or appropriate in the efficient discharge of its
duties. The Audit Committee held one meeting during 1996.
The members of the Compensation Committee are Messrs. Custer and
Dorflinger. The functions of the Compensation Committee are to recommend to the
Board of Directors the compensation of the chief executive officer of the
Company; determine the compensation of the other officers of the Company;
administer the Company's employee benefit plans ("plans"), including, without
limitation, determining the terms and conditions of the benefits and the
recipients thereof in accordance with the plans; review the plans and advise the
Board of Directors regarding the results thereof; and perform such other
functions as may be necessary or appropriate in the efficient discharge of its
duties. The Compensation Committee held four meetings during 1996.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid by the Company for the
three fiscal years ended December 31, 1996, to its Chief Executive Officer and
the other executive officers of the Company whose salary and bonus received from
the Company for services rendered during the fiscal year ended December 31,
1996, exceeded $100,000.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
------------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($) OPTIONS (#) COMPENSATION($)(2)
- ---------------------------------------- ----- --------- ----------- --------------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Donald E. Nigbor........................ 1996 $ 153,231 $97,625(3) -0- 25,000 $5,259
President and Chief Executive Officer 1995 136,289 -0- -0- 15,000 5,843
1994 127,115 70,000 -0- 20,000 5,421
Cary T. Fu.............................. 1996 153,231 97,625(3) -0- 25,000 5,893
Executive Vice President 1995 136,289 -0- -0- 15,000 5,843
1994 127,115 70,000 -0- 20,000 5,421
</TABLE>
- ------------
(1) The amounts shown in this column reflect cash bonuses paid to Messrs. Nigbor
and Fu pursuant to the Company's incentive bonus plans discussed below under
the caption "Executive Compensation and Other Matters -- Board Compensation
Committee Report on Executive Compensation -- Cash Bonus."
(2) For fiscal year ended December 31, 1996 the All Other Compensation Column
includes (a) $5,175 and $5,809 paid by the Company pursuant to the Company's
Qualified 401(k) Employee Savings Plan ("Savings Plan") Messrs. Nigbor and
Fu, respectively, and (b) payments by the Company of premiums of $84 for
term life insurance on behalf of each of Messrs. Nigbor and Fu. Under the
Savings Plan the Company is obligated to make matching contributions to the
Savings Plan in an amount equal to 50% of each participant's elective
contributions, to the extent that such elective contributions do not exceed
4% of such participant's compensation. The Company also is obligated to make
additional contributions to the Savings Plan in an amount equal to 1% of
each participant's compensation, regardless of whether the participant makes
an elective contribution. The Company also may make discretionary
contributions to the Savings Plan based on each participant's compensation
compared to the total compensation of all participants.
(3) Of this amount, $50,000 was accrued as of December 31, 1996 under the
Company's Incentive Bonus Plan in recognition of the Company's financial
performance during 1996. The remaining $47,625 was accrued and paid during
1996 under the Incentive Bonus Plan as a deferred bonus for the Company's
financial performance during 1995 and the first quarter of 1996. Because of
the decision of several customers during 1995 to extend delivery dates into
1996, the Compensation Committee elected not to pay or accrue any bonuses
during 1995 for performance in that year. After the end of the first quarter
of 1996, the Compensation Committee determined to accrue $47,625 in bonus
for the fifteen month period ended March 31, 1996. See "-- Board
Compensation Committee Report on Executive Compensation."
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain information concerning options to
purchase Common Stock granted during the fiscal year ended December 31, 1996 to
the two executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PER PRICE APPRECIATION
UNDERLYING GRANTED TO SHARE FOR OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED(1) IN 1996 PRICE DATE 5% 10%
- ---------------------------------------- ---------- ------------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald E. Nigbor........................ 25,000 8.03% $ 27.88 11/04/2006 $ 438,339 $ 1,110,838
Cary T. Fu.............................. 25,000 8.03% 27.88 11/04/2006 438,339 1,110,838
</TABLE>
- ------------
(1) Each option granted and reported in this table vests over a five year
period, with 20% of the shares becoming exercisable at the end of each of
the second, third and fourth years following the date of grant and the
entire option becoming exercisable at the end of the fifth year.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table provides certain information concerning exercises of
options to purchase Common Stock during the fiscal year ended December 31, 1996
by the two executive officers named in the Summary Compensation Table and the
value of such officers' unexercised options at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED YEAR-END AT FISCAL YEAR-END
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(1) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald E. Nigbor........................ -0- -0- 63,000 52,000 $ 826,400 $ 227,700
Cary T. Fu.............................. -0- -0- 63,000 52,000 826,400 227,700
</TABLE>
- ------------
(1) None of the Company's executive officers has exercised options granted under
the Stock Option Plan.
COMPENSATION OF INDEPENDENT DIRECTORS
The Company pays its independent directors an annual fee of $5,000 and a
fee of $500 for each meeting of the Board of Directors or any committee thereof
attended in person. The Company also reimburses its independent directors for
their reasonable travel expenses in attending such meetings.
In December 1994, the Board of Directors of the Company adopted the
Benchmark Electronics, Inc. 1994 Stock Option Plan for Non-Employee Directors
(the "1994 Plan") for the benefit of members of the Board of Directors of the
Company or its Affiliates who are not employees of the Company or its Affiliates
(as defined in the 1994 Plan). The aggregate number of shares of Common Stock
for which options may be granted under the Plan is 100,000. The purpose of the
1994 Plan is to encourage ownership of the Company's Common Stock by eligible
non-employee directors of the Company, to provide increased incentive for such
directors to render services and to exert maximum effort for the business
success of the Company and to further strengthen the identification of directors
with the shareholders of the Company. The 1994 Plan terminates 10 years from the
date of its adoption and no further options may be granted thereafter pursuant
to the 1994 Plan.
Under the terms of the 1994 Plan, each member of the Board of Directors of
the Company or its Affiliates who was not an employee of the Company or any of
its Affiliates on the date of the grant (a "Non-Employee Director") will
receive a grant of an option to purchase 3,000 shares of the Company's Common
Stock upon the date of his election or re-election to the Board of Directors.
Additionally, any Non-Employee Director who was a director on the date the Board
of Directors adopted the 1994 Plan received (a) an option to purchase 3,000
shares of Common Stock for the fiscal year in which the 1994 Plan was adopted by
the Board of Directors and (b) an option to purchase shares of Common Stock in
amount
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<PAGE>
equal to (i) 3,000, multiplied by (ii) the number of consecutive fiscal years,
immediately preceding the fiscal year during which the 1994 Plan was adopted,
that the individual served as a director of the Company, provided that the
number under clause (ii) shall not exceed three (3).
Upon their election as directors in May 1996, each of Messrs. Custer,
Dorflinger and Bodzy received a grant under the 1994 Plan of an option to
purchase 3,000 shares of Common Stock with an exercise price of $29.38, which
was the market price of the Common Stock on the date of the grant. An option to
purchase 3,000 shares of Common Stock with an exercise price of $29.38 per
share, the market price of the Common Stock on the date of the grant, were also
granted in May 1996 to Richard M. Loghry, who was at that time a director of the
Company. Mr. Loghry resigned from the Board of Directors effective September 16,
1996. An option to purchase 3,000 shares of Common Stock with an exercise price
of $30.75, the market price of the Common Stock on the date of the grant, were
granted to Mr. Arnold at the time of his election to the Board of Directors in
September 1996.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(a)
The Company's executive compensation program is administered by the
Compensation Committee, a committee of the Board of Directors composed of
non-employee directors listed below this report. The Compensation Committee is
responsible for recommending to the full Board of Directors compensation of the
President of the Company, determining the compensation of the other executive
officers of the Company, and administering the Company's employee benefit plans.
None of the members of the Compensation Committee have any interlocking or other
relationships with the Company that would call into question their independence
as Compensation Committee members.
COMPENSATION POLICIES AND PROGRAMS. The Compensation Committee believes
that the goals of the executive compensation program should be to align
executive compensation with the Company's long-term business objectives and
performance and to enable the Company to attract, retain and reward executive
officers who contribute to the long-term success of the Company. The
Compensation Committee believes that the best way to achieve these goals is by
aligning the financial interests of the Company's executive officers closely to
the interests of the Company's shareholders through a combination of annual cash
incentives and stock options, while providing the executive officers with base
salary compensation at levels that are competitive with, but which do not
exceed, prevailing standards. The compensation of the Company's executive
officers is reviewed and approved annually by the Compensation Committee. The
Company's executive compensation program is based on three elements, each of
which is determined in part by corporate performance:
o Base salary compensation
o Annual incentive compensation
o Stock-based incentive compensation
Corporate performance is evaluated by reviewing the extent to which strategic
and business plan goals are met, including the relationship between the
Company's net income and sales. The Compensation Committee believes that total
executive compensation opportunities are competitive and at the median with
those offered by employers in the peer group of companies with which the Company
compares its performance in the Performance Graph following this report ("Peer
Group"), but with less emphasis on base salary compensation than such other
employers. The Peer Group does not include other companies (e.g., CMC
Industries, Inc., Jabil Circuit, Inc. and Plexus Corp.) whose executive
compensation structures the Compensation Committee also reviewed. Such companies
are in the electronics industry. However, either they are
- ------------
(a)Notwithstanding Securities and Exchange Commission ("SEC") filings by the
Company that have incorporated or may incorporate by reference other SEC
filings (including this proxy statement) in their entirety, the Board
Compensation Committee Report on Executive Compensation shall not be
incorporated by reference into such filings and shall not be deemed to be
"filed" with the SEC except as specifically provided otherwise or to the
extent required by Item 402 of Regulation S-K.
8
<PAGE>
not direct competitors with the Company or have been publicly traded companies
for too short a period of time for performance comparisons with them to be
meaningful.
CASH BASE SALARY. Until August 1993, the Company had identical employment
agreements with each of its executive officers, including its chief executive
officer. The agreements provided for annual base salaries, subject to adjustment
for subsequent twelve-month periods as determined by the Compensation Committee,
based on its review of base salaries provided to executive officers of other
employers in the Company's industry and certain corporate performance factors
such as the Company's net income and sales and historical salary progression.
Since August 1993, the Company has not had employment agreements with its
executive officers. In August 1996, the Compensation Committee determined that
the Company's executive officers named in the Summary Compensation Table should
receive a salary increase from $145,000 to $165,000, based on the Company's net
income and sales during the fifteen month period ended March 31, 1996. The
Compensation Committee used the fifteen month period, rather than 1995, to
measure the Company's performance because of the decision of several of the
Company's customers during 1995 to extend delivery dates into 1996.
CASH BONUS. Effective May 6, 1992, the Company adopted an Incentive Bonus
Plan ("Bonus Plan") for the benefit of its employees, including executive
officers. The Bonus Plan is administered by the Compensation Committee. The
total amount of cash bonus awards to be made under the Bonus Plan for any plan
year depends primarily on the Company's sales and net income for such year.
For any plan year, the Company's sales and net income must meet or exceed,
or in combination with other factors satisfy, levels targeted by the Company in
its business plan, as established at the beginning of each fiscal year, for any
bonus awards to be made. Aggregate bonus awards to all participants under the
Bonus Plan may not exceed 7% of the Company's net income. Subject to the
foregoing guidelines, the Compensation Committee has the authority to determine
the total amount of bonus awards, if any, to be made to the eligible employees
for any plan year based on its evaluation of the Company's financial condition
and results of operations, the Company's business and prospects, and such other
criteria as it may determine to be relevant or appropriate. The Compensation
Committee has the authority to determine the specific amounts of bonus awards to
be made to the Company's executive officers and other key employees based on its
evaluation of each such employee's position, performance, service and such other
criteria as it may determine to be relevant or appropriate.
In 1996, the Company's sales and net income exceeded the $135 million and
$8.7 million levels targeted by the Company in its 1996 business plan.
Additionally, the Company successfully completed the acquisition of EMD.
Accordingly, the Compensation Committee in February 1997 awarded an aggregate of
$330,000 in cash bonuses under the Bonus Plan to eligible employees, including
$50,000 to each of Messrs. Nigbor and Fu. In the second quarter of 1996, the
Compensation Committee awarded aggregate bonuses under the Bonus Plan of
$300,000, including $47,625 to each of Messrs. Nigbor and Fu, based on the
Company's financial performance during the fifteen months ended March 31, 1996.
Because of the decision of several of the Company's customers during 1995 to
extend delivery dates into 1996, the Compensation Committee had elected to defer
awarding any bonuses for 1995 until after the end of the first quarter of 1996.
STOCK OPTION PLAN. The Compensation Committee believes its stock options
are critical in motivating the long-term creation of shareholder value because
options focus executive attention on stock price as the primary measure of
performance. In 1990, the Company adopted and its shareholders approved a Stock
Option Plan for the benefit of its employees, including executive officers. The
Stock Option Plan is administered by the Compensation Committee. The purpose of
the Stock Option Plan is to encourage ownership of Common Stock by eligible
employees, including executive officers, to provide increased incentive for such
employees to render services and to exert maximum effort for the business
success of the Company and to strengthen identification of such employees with
the shareholders for the purpose of maximizing shareholder value. The Stock
Option Plan also utilizes vesting periods to encourage its executive officers
and eligible employees to continue in the employ of the Company. Stock option
grants made to the Chief Executive Officer and other executive officers in 1996
were made in part because of the
9
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Company's success in acquiring EMD. Stock option grants to the Company's Chief
Executive Officer and other executive officers are not made automatically each
year and are not considered to be a part of normal annual compensation. The
amount and terms of options already held by an executive officer generally are
not significant factors in the Compensation Committee's determination of whether
and how many options should be granted to the executive officer.
Stock option grants provide an incentive that focuses the executives'
attention on managing the Company from the perspective of an owner with an
equity stake in the business. Accordingly, these stock options are tied to the
future performance of the Company's Common Stock and provide value to the
recipient only when the price of the Company's Common Stock increases above the
option grant price.
SUBMITTED BY THE COMPENSATION COMMITTEE OF
THE COMPANY'S BOARD OF DIRECTORS.
John C. Custer Peter G. Dorflinger
10
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PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
shareholder return on its Common Stock for the five-year period commencing
December 31, 1991 and ending December 31, 1996, with the cumulative total return
of the Standard & Poor's Stock Index (which does not include the Company) and a
peer group of companies, which includes Solectron Corporation, SCI Systems,
Inc., DII Group Inc. and IEC Electronics Corp. (the "Peer Group"). Dividend
reinvestment has been assumed. The Performance Graph assumes $100 invested on
December 31, 1991 in the Company's Common Stock, S&P 500 Index and Peer Group.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN
BENCHMARK ELECTRONICS, S&P 500 AND A PEER GROUP INDEX
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
Dec 91 Dec 92 Dec 93 Dec 94 Dec 95 Dec 96
------- ------- ------- ------- ------- -------
Benchmark .......... $100.00 $136.46 $198.96 $201.04 $229.17 $251.04
Peer Group ......... $100.00 $236.53 $308.53 $296.41 $469.99 $575.57
S&P 500 ............ $100.00 $107.64 $118.50 $120.06 $165.18 $203.11
11
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CERTAIN TRANSACTIONS
The Company and Mason & Hanger entered into a Registration Rights Agreement
on March 30, 1992, pursuant to which Mason & Hanger has, subject to certain
limitations, the right to require the Company one time, after June 1, 1995, but
before June 1, 2005, to register Mason & Hanger's shares of Common Stock under
the Securities Act of 1933, as amended, and the right to include its shares of
Common Stock in other registrations initiated by the Company until such time as
Mason & Hanger holds less than 5% of the outstanding shares of Common Stock.
Mason & Hanger will bear all expenses of any registration that includes its
shares of Common Stock exclusively. With respect to registrations in which
shares of Common Stock are to be sold for the Company's account, the Company
will bear all expenses except those expenses incurred solely as a result of
Mason & Hanger's participation, which will be paid by Mason & Hanger. Pursuant
to the Registration Rights Agreement, Mason & Hanger has agreed to certain
restrictions with respect to its shares of Common Stock or any other securities
of the Company held by Mason & Hanger entitled generally to vote in the election
of directors of the Company ("Voting Securities"). Mason & Hanger is required
to be present or represented by proxy at all meetings of the Company's
shareholders and is generally prohibited from depositing any Voting Securities
in any voting trust or subjecting them to a voting agreement or other similar
arrangement, acquiring any additional Voting Securities, joining any partnership
or other group for the purpose of holding or disposing of Voting Securities
within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or taking any action by a written consent in lieu of
a meeting.
The Agreement and Plan of Merger dated March 27, 1996 relating to the
acquisition of EMD (the "Merger Agreement") contains certain restrictions on
the ability of David H. Arnold and Daniel M. Rukavina, the "Founding
Shareholders" of EMD, to vote and transfer shares of Common Stock received by
them in the Acquisition for a period of three years after the closing date of
the Acquisition (the "Closing Date"). Until the first anniversary of the
Closing Date, the Founding Shareholders may not transfer any shares of Common
Stock except by will or the laws of descent and distribution or otherwise by
operation of law. During the second and third years after the Closing Date, the
Founding Shareholders may make certain transfers that are expressly permitted by
the Merger Agreement, but may not make any other transfers unless they have
complied with procedures set forth in the Merger Agreement providing for a right
of first refusal for the Company with respect to the shares of Common Stock to
be transferred by the Founding Shareholders.
Until the third anniversary of the Closing Date, the Merger Agreement
requires the Founding Shareholders to be present, in person or by proxy, at all
meetings of shareholders of the Company and to vote all shares of Common Stock
held by them, however acquired, in the manner recommended to shareholders by the
Company's Board of Directors, except that the Founding Shareholders may vote
their shares in their sole discretion with respect to any proposal involving a
merger, consolidation, statutory share exchange, reorganization,
reclassification or other extraordinary corporate transaction that has been
approved by the Company's Board of Directors. Additionally, until the third
anniversary of the Closing Date, the Founding Shareholders are prohibited from
(i) soliciting proxies in opposition to the recommendation of the Company's
Board of Directors, (ii) depositing any shares of Common Stock in a voting trust
or subjecting them to a voting agreement, (iii) acquiring or offering to acquire
any shares of Common Stock except from other persons receiving such shares in
the Acquisition or as a result of a stock split or dividend or similar
transaction, (iv) joining any group for the purpose of acquiring, holding or
disposing of Common Stock within the meaning of Section 13(d) of the Exchange
Act, (v) initiating, proposing or soliciting shareholders for a shareholder
proposal or tender or exchange offer for Common Stock or any change of control
of the Company or for the purpose of convening a shareholders' meeting, (vi)
acquiring more than 5% of any class of equity security of any entity that has
publicly disclosed that it owns or intends to become the owner of, or that the
Founding Shareholder otherwise knows owns or intends to become the owner of, 5%
of the outstanding shares of Common Stock, and (vi) taking any action by written
consent in lieu of a meeting.
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In connection with the consummation of the acquisition of EMD on July 30,
1996, the Company entered into three leases with the co-founders of EMD, Messrs.
Arnold and Rukavina, and their respective spouses. The leases cover the real
estate and buildings where EMD's operations were conducted and where the Company
has continued to operate after the closing and an adjacent parking area. The
lease covering the EMD Central building is for a term of 10 years commencing
September 1, 1996 at a net rent of $17,150 per month. The lease covering the EMD
East building and the adjacent parking lot is for a term of 10 years commencing
July 30, 1996 at a net rent of $50,932 per month. The lease covering the parking
area for the EMD West building is for a term of 10 years commencing July 30,
1996 at a net rent of $1,150 per month. All of such leases (i) are subject to
purchase options in favor of the Company exercisable during the first three
years of the lease term and (ii) may be renewed at the option of the Company at
fair market rental rates. The Company negotiated the terms of the leases,
including purchase options, on an arms-length basis, and obtained appraisals of
the real estate and rental values to help establish such terms. The Company
believes the terms of such leases are no less favorable to the Company than
could have been obtained from unaffiliated third parties.
Subsequent to closing the acquisition of EMD, the Company has purchased
production tooling from DCM Tech, Inc. ("DCM"), a privately held manufacturer
of machine tools controlled by Mr. Arnold. Such purchases aggregated $112,263
during the period from the date of closing the acquisition of EMD through
December 31, 1996. The Company may continue to purchase production tooling
during the current fiscal year. If the Company continued such purchases during
1997 at the same rate as the last six months of 1996, the value of such
purchases could exceed five percent of DCM's gross revenues for such year.
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<PAGE>
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of Common
Stock as of March 20, 1997, by each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock, each
director and nominee for director of the Company, each executive officer of the
Company and all directors and executive officers of the Company as a group.
PERCENTAGE
SHARES OF OF
COMMON STOCK OUTSTANDING
BENEFICIALLY OWNED SHARES OF
BENEFICIAL OWNERS OWNED(1) COMMON STOCK
- ---------------------------------------- ------------------ ------------
John C. Custer.......................... 17,980(2) (3)
2355 Harrodsburg Road
Lexington, Kentucky 40504
Donald E. Nigbor........................ 148,916(4) 2.6%
3000 Technology Drive
Angleton, Texas 77515
Steven A. Barton........................ 22,585(5) (3)
3000 Technology Drive
Angleton, Texas 77515
Cary T. Fu.............................. 154,005(4) 2.7%
3000 Technology Drive
Angleton, Texas 77515
Peter G. Dorflinger..................... 19,000(6) (3)
4000 Technology Drive
Angleton, Texas 77515
Gerald W. Bodzy......................... 17,600(7) (3)
333 Clay Street, Suite 3030
Houston, Texas 77002
David H. Arnold......................... 244,996(8) 4.3%
1853 Edgewood Road
Winona, Minnesota 55987
Directors and executive officers as a
group (7 persons)..................... 625,082(9) 10.5%
Mason & Hanger Corporation.............. 600,328(10) 10.5%
2355 Harrodsburg Road
Lexington, Kentucky 40504
Kalmar Investments Inc.................. 312,425(11) 5.4%
Barley Mill House
3701 Kennet Pike
Greenville, Delaware 19807
- ------------
(1) Unless otherwise noted, each person identified possesses sole voting and
dispositive power with respect to the shares of Common Stock listed,
subject to community property laws.
(2) Mr. Custer does not own of record any shares of Common Stock. Includes
16,780 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable and 1,200 shares owned of record by
Mr. Custer's wife.
(3) Less than 1%.
(4) Includes 63,000 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(5) Includes 21,200 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(6) Includes 18,000 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
14
<PAGE>
(7) Includes (i) 1,600 shares of Common Stock held by Mr. Bodzy as custodian
for his children under the Uniform Gifts to Minors Act, as to which shares
of Common Stock Mr. Bodzy expressly disclaims beneficial ownership, and
(ii) 9,000 shares of Common Stock that may be acquired upon the exercise of
options that are currently exercisable.
(8) Includes 5,644 shares of Common Stock held of record by Mr. Arnold's wife,
1363 shares held for Mr. Arnold's benefit in the Company's 401(k) Employee
Savings Plan and 3,000 shares that may be acquired upon the exercise of
options that are currently exercisable.
(9) Includes 193,980 shares of Common Stock that may be acquired upon the
exercise of options that are currently exercisable.
(10) Mason & Hanger Corporation is a wholly-owned subsidiary of The Mason
Company ("TMC"), a private holding company.
(11) Sole dispositive power only.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of a registered
class of the Company's equity securities, to file with the SEC and the American
Stock Exchange initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than ten-percent shareholders are required by regulation to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and certain written representations provided to
the Company by such persons, for the fiscal year beginning January 1, 1996 and
ending December 31, 1996 all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten-percent beneficial owners
were complied with except that Mason & Hanger Corporation filed a late report
relating to two transactions, each of The Mason Company and Richard M. Loghry
filed a late report with respect to the same two transactions by Mason & Hanger
Corporation, and Richard M. Loghry filed a late report with respect to one
additional transaction.
EXECUTIVE OFFICERS
The executive officers of the Company are Donald E. Nigbor, Steven A.
Barton and Cary T. Fu. See "Election of Directors -- Nominees for Election"
for certain information with respect to the age, positions and length of service
with the Company, and business experience of each executive officer.
AMENDMENT TO THE COMPANY'S
RESTATED ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has proposed an amendment to the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 10 million to 30 million shares.
During 1996, the Company issued 674,964 and 1,016,500 shares of Common
Stock in the acquisition of EMD and in an offering of shares to the public,
respectively. As of April 10, 1997, there were in excess of 5.7 million shares
of Common Stock issued and outstanding, and more than 1,000,000 reserved for
issuance pursuant to the Company's Stock Option Plan adopted in 1990 and amended
at the 1994 and 1996 annual meetings of shareholders. Accordingly, there are
less than four million shares of Common Stock available for issuance by the
Company from time to time. In order to enhance the Company's financing
flexibility, the Board of Directors believes that it would be desirable to have
additional authorized shares available for use by the Company. The availability
of the additional authorized shares will enhance the Company's ability to meet
advantageous market conditions for the sale of additional Common Stock, for the
acquisition of desirable assets or companies and for other corporate purposes,
such as attracting and retaining qualified employees.
15
<PAGE>
Although the Company monitors the various financial markets and other
business opportunities available to it in an effort to be prepared to take
advantage of relatively attractive market conditions and acquisition
opportunities, the Company currently has no understandings or agreements for the
issuance of securities. No shareholder of the Company has, or will have, any
preemptive or other right to acquire additional shares. Depending on the amount
of, or purpose for which, additional shares are issued, shareholder approval may
or may not be required. Issuance of additional shares might, under certain
circumstances, dilute either shareholder equity or voting rights or both.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 30 MILLION SHARES.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP as the
independent auditors of the Company for the year ending December 31, 1997. The
shareholders will be asked to ratify the appointment of KPMG Peat Marwick LLP at
the Meeting. The ratification of such appointment will require the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock
entitled to vote and present, in person or represented by proxy, at the Meeting.
Representatives of KPMG Peat Marwick LLP will be present at the Meeting, will be
given an opportunity to make a statement (if they desire to do so) and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF THE INDEPENDENT AUDITORS.
EXPENSES OF SOLICITATION
The cost of soliciting proxies on behalf of the Board of Directors will be
borne by the Company. Solicitations of proxies are being made by the Company
through the mail and may also be made in person or by telephone. Directors and
employees of the Company may be utilized in connection with such solicitations.
The Company also will request brokers and nominees to forward soliciting
materials to the beneficial owners of the Common Stock held of record by such
persons and will reimburse them for their reasonable forwarding expenses.
DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS
For shareholder proposals to be included in the Company's proxy statement
and proxy relating to the Company's 1998 annual meeting of shareholders, such
proposals must be received by the Company at its principal executive offices not
later than December 19, 1997.
16
<PAGE>
OTHER MATTERS
The Board of Directors does not intend to bring any other matter before the
Meeting and has not been informed that any other matter is to be presented by
others. If any other matter properly comes before the Meeting, the proxies will
be voted in accordance with the discretion of the person or persons voting the
proxies.
You are cordially invited to attend the Meeting. Regardless of whether you
plan to attend the Meeting, you are urged to complete, date, sign and return the
enclosed proxy in the accompanying envelope at your earliest convenience.
By order of the Board of Directors,
Cary T. Fu
EXECUTIVE VICE PRESIDENT
17
<PAGE>
PROXY BENCHMARK ELECTRONICS, INC. PROXY
1997 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 20,
1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The 1997 Annual Meeting of Shareholders of Benchmark Electronics,
Inc. ("Company") will be held at the Doubletree Hotel at Allen
Center, 400 Dallas Street, Houston, Texas, on Tuesday, May 20, 1997,
beginning at 10:00 a.m. (local time). The undersigned hereby
acknowledges receipt of the related Notice and Proxy Statement dated
April 18, 1997, accompanying this proxy.
The undersigned hereby appoints Donald E. Nigbor, Steven A.
Barton, and Cary T. Fu, and each of them, attorneys and agents, with
full power of substitution, to vote as proxy all shares of Common
Stock, par value $0.10 per share, of the Company owned of record by
the undersigned and otherwise to act on behalf of the undersigned at
the 1997 Annual Meeting of Shareholders and any adjournment thereof
in accordance with the directions set forth herein and with
discretionary authority with respect to such other matters, not known
or determined at the time of the solicitation of this proxy, as may
properly come before such meeting or any adjournment thereof.
This proxy is solicited on behalf of the Board of Directors of
the Company and will be voted FOR the following proposals unless
otherwise indicated.
This proxy is solicited by the Board of Directors and will be
voted in accordance with the undersigned's directions set forth
herein. If no direction is made, this proxy will be voted FOR the
election of all nominees for director named herein to serve on the
Board of Directors until the 1998 annual meeting of shareholders and
until their successors are duly elected and qualified, FOR approval
of the amendment of the Company's Restated Articles of Incorporation
to increase the number of authorized shares of Common Stock, and FOR
the ratification of the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the year ending December 31,
1997.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
<PAGE>
BENCHMARK ELECTRONICS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
1. ELECTION OF DIRECTORS to serve until the For All
1998 annual meeting of shareholders and For Withheld Except
until their successors are duly elected O O O
and qualified. NOMINEES-John C. Custer,
Donald E. Nigbor, Steven A. Barton, Cary
T. Fu, Peter G. Dorflinger, Gerald W.
Bodzy, and David H. Arnold
---------------------
Nominee Exception
2. APPROVAL OF THE AMENDMENT OF THE COMPANY'S For Against Abstain
RESTATED ARTICLES OF INCORPORATION to O O O
increase the number of authorized shares
of the Company's Common Stock to 30
million shares.
3. RATIFICATION OF THE APPOINTMENT OF KPMG For Against Abstain
PEAT MARWICK LLP as the independent O O O
auditors of the Company for the year
ending December 31, 1997.
Please sign your name exactly as it appears
below. If shares are held jointly, all joint
owners should sign. If shares are held by a
corporation, please sign the full corporate
name by the president or any other authorized
corporate officer. If shares are held by a
partnership, please sign the full partnership
name by an authorized person. If you are
signing as attorney, executor, administrator,
trustee or guardian, please set forth your
full title as such.
Daated:_________________________________, 1997
______________________________________________
Signature(s) of Shareholder(s)
______________________________________________
Signature(s) of Shareholder(s)
