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Previous: OM GROUP INC, 10-K, 2000-03-23 |
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¨
Preliminary Proxy Statement
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¨
Confidential, for use of the Commission Only
(as permitted by
Rule 14a-6(e)(2))
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1)
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Title of each class
of securities to which transaction applies:
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2)
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Aggregate number of
securities to which transaction applies:
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3)
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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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4)
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Proposed maximum
aggregate value of transaction:
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5)
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Total fee
paid:
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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or
Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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1.
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To elect two
Directors;
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2.
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To confirm the
appointment of Ernst & Young LLP as independent auditors;
and
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3.
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To transact such
other business as properly may come before the meeting or any adjournment
thereof.
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Michael J. Scott,
Secretary
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[JOHN E.
MOONEY]
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John E.
Mooney, age 49, has been a director of the Company since 1995. For the
past 12 years, Mr. Mooney has been President of Sachem, Inc., a specialty
chemical manufacturer. Mr. Mooney received a B.A. in Economics from the
University of Toronto. Mr. Mooney is James P. Mooneys brother. If
elected, Mr. Mooneys term as director will expire in
2003.
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[MARKKU
TOIVANEN]
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Markku
Toivanen, age 59, has been a director of the Company since 1991. Since
1996, Mr. Toivanen has served as Senior Vice President of Corporate
Strategic Development of Outokumpu Oyj. From 1993 to 1996, Mr. Toivanen
served as President and Chief Executive Officer of Outokumpu Metals &
Resources Oy (OMR). From 1992 to 1993, Mr. Toivanen served as
OMRs Executive Vice President and Chief Operating Officer. From 1991
to 1992, Mr. Toivanen served as Chairman and Chief Executive Officer of
Outokumpu Mines Ltd. (Canada), a wholly owned subsidiary of Outokumpu Oy.
Mr. Toivanen and Antti Aaltonen, Vice President of Operations for OMG
Kokkola Chemicals Oy, are brothers-in-law. If elected, Mr. Toivanens
term as director will expire in 2003.
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[EDWARD W.
KISSELL]
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Edward W.
Kissel, age 58, was appointed as a director of the Company in 1999 to
fill a vacancy. Mr. Kissel has been President and Chief Operating Officer
of OM Group, Inc. since June, 1999. Since 1993, he has been Chief
Executive Officer of Kissel Group, Ltd., a holding company with interests
in Kissel Group, a consulting business specializing in strategic business
issues and RotoCast Technologies, Inc., a specialty cast aluminum mold
manufacturer. Previously, he was President of the Passenger and Light
Truck Division of Continental- General Tire, Inc. From 1987 to 1990, he
was Vice President of manufacturing and engineering for Englehard
Corporation and previously spent 24 years the GoodyearTire & Rubber
Co. Mr. Kissels term expires in 2001.
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[LEE R.
BRODEUR]
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Lee R.
Brodeur, age 71, has been a director of the Company since 1991 and a
director of Mooney Chemicals, Inc. since 1987. Mr. Brodeur was employed by
the Firestone Tire & Rubber Company, Akron, Ohio from 1951 until his
retirement as Vice Chairman of that company in 1986. Mr. Brodeurs
term expires in 2002.
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[FRANK E.
BUTLER]
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Frank E.
Butler, age 64, has been a director of the Company since 1996. From
1992 until his retirement in 1997, Mr. Butler was President and General
Manager of the Coatings Division of The Sherwin-Williams Company, a
manufacturer, distributor and retailer of coatings and related products.
From 1957 to 1992, Mr. Butler held various engineering positions in the
Chemical Division of Sherwin-Williams. Mr. Butler received a masters
degree in chemistry from Iowa State University. Mr. Butlers term
expires in 2001.
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[THOMAS R.
MIKLICH]
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Thomas R.
Miklich, age 52, has been a director of the Company since 1993. Mr.
Miklich has been employed by Invacare Corporation as Chief Financial
Officer and General Counsel since 1993. Prior to joining Invacare, Mr.
Miklich was Executive Vice President, Chief Financial Officer and a
Director of Van Dorn Company. For 22 years prior to that, Mr. Miklich was
employed with The Sherwin-Williams Company where he held several financial
positions, culminating as their Senior Vice President and Chief Financial
Officer. Mr. Miklichs term expires in 2002.
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[JAMES P.
MOONEY]
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James P.
Mooney, age 52, is Chairman of the Board and has been a director and
Chief Executive Officer of OM Group, Inc. since 1991. From 1991 to 1994,
Mr. Mooney was President of OM Group, Inc. From 1979 to 1991, Mr. Mooney
was President and Chief Executive Officer of Mooney Chemicals, Inc. Mr.
Mooney received a B.A. degree in history from Quincy University, where he
is a member of the Board of Trustees. Mr. Mooney is John E. Mooneys
brother. Mr. Mooneys term expires in 2002.
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Name of
Beneficial Owner |
Directly
Owned(2) |
Profit-Sharing
Plan(3) |
Exercisable
Options(4) |
Total |
||||
---|---|---|---|---|---|---|---|---|
Lee R. Brodeur | 5,750 | -0- | 16,442 | 22,192 | ||||
Frank E. Butler | 200 | -0- | 10,921 | 11,121 | ||||
Thomas E. Fleming | 1437 | -0- | 55,000 | 56,437 | ||||
Edward W. Kissel | 15,700 | -0- | 15,000 | 30,700 | ||||
James M. Materna | 1,050 | 2,098 | 138,149 | 141,297 | ||||
Thomas R. Miklich | 3,450 | -0- | 13,274 | 16,724 | ||||
James P. Mooney | 459,083 | 42,129 | 540,225 | 1,041,437 | ||||
John E. Mooney | 10,381 | -0- | 6,028 | 16,409 | ||||
Markku Toivanen | -0- | -0- | 20,033 | 20,033 | ||||
All Directors and
Officers as a Group
(consisting of 8 persons) |
497,051 | 44,227 | 815,072 | 1,356,350 |
(1)
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Each person has
sole voting and investment power with respect to all shares shown except
as indicated below.
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(2)
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Includes shares
owned by or jointly with family members. Mr. Kissels shares include
restricted stock granted under a provision in his employment contract. The
contract provides that Mr. Kissel will receive a right to 5000 shares of
restricted stock which vest on the three year anniversary of the effective
date of his employment contract, June 1, 2002. An additional 10,000 shares
of restricted stock will vest on the five year anniversary, June 1,
2004.
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(3)
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The persons
indicated have limited investment power with respect to the shares held in
the Profit-Sharing Plan.
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(4)
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Represents shares
subject to stock options that are exercisable currently or within 60 days
of January 31, 2000.
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Name and Address
of
Beneficial Owner |
Amount and
Nature of
Beneficial Ownership |
Percent of
Class |
|||||||
---|---|---|---|---|---|---|---|---|---|
Baron Capital
Group, Inc.
767 Fifth Avenue New York, NY 10153 (1) |
3,298,750 | 13.9 | |||||||
Jurika &
Voyles, L.P.
1999 Harrison Street Suite 700 Oakland, CA 94612 (2) |
1,192,445 | 5.2 | |||||||
Lord, Abbett
& Co.
90 Hudson Sreet Jersey City, NJ 07302 (3) |
1,243,005 | 5.2 | |||||||
Primecap
Management Company
225 South Lake Ave Suite 400 Pasadena, CA 91101 (4) |
1,439,000 | 6.1 |
(1)
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Information
regarding share ownership was obtained from Amendment No. 3 to a
Schedule 13G filed on February 14, 2000 by BAMCO, Inc. Baron Capital
Group, Inc. is a parent holding company of a group of investment
management companies. BAMCO, Inc. and Baron Capital Management, Inc.
are subsidiaries of Baron Capital Group, Inc. Barron Asset Fund is an
investment advisory client of BAMCO, Inc. Ronald Baron owns a
controlling interest in Baron Capital Group Inc. Baron Capital Group,
Inc. and Ronald Baron each have shared voting and dispositive power
with respect to 3,298,750 of the shares listed herein. BAMCO Inc. has
shared voting and dispositive power with respect to 2,614,500 of the
shares listed herein. Baron Capital Management Inc. has shared voting
and dispositive power with respect to 684,250 of the shares listed
herein. Baron Asset Fund has shared voting and dispositive power with
respect to 2,367,500 of the shares listed herein.
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(2)
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Information
regarding share ownership was obtained from Amendment No. 4 to a
Schedule 13G filed on February 14, 2000 by Jurika & Voyles, L.P.
Jurika & Voyles, L.P. has shared voting power with respect to
1,008,323 of the shares listed herein and has shared dispositive power
with respect to 1,192,445 of the shares listed herein.
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(3)
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Information
regarding share ownership was obtained from Schedule 13G filed on
February 8, 2000 by Lord, Abbett & Co. Lord, Abbett & Co. has
sole voting and dispositive power with respect to all of the shares
listed herein.
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(4)
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Information
regarding share ownership was obtained from Amendment No. 1 to a
Schedule 13G filed on October 29, 1999 by Primecap Management Company.
Primecap Management Company has sole voting power with respect to
214,000 of the shares listed herein and has sole dispositive power with
respect to 1,439,000 of the shares listed herein.
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Long-Term
Compensation Awards |
|||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual
Compensation |
Payouts |
||||||||||||||||||||||||||||||||
Name and
Principal Position |
Year |
Salary |
Bonus(2) |
Restricted
Stock Awards(3) |
Securities
and Underlying Stock Options (Shares) |
LTIP
Payouts $ |
All Other
Compensation(1) |
||||||||||||||||||||||||||
James P. Mooney | 1997 | 445,000 | 500,000 | 55,400 | 132,277 | ||||||||||||||||||||||||||||
Chairman and CEO | 1998 | 500,000 | 570,000 | 83,000 | 150,015 | ||||||||||||||||||||||||||||
1999 | 570,000 | 630,000 | 85,000 | 171,000 | |||||||||||||||||||||||||||||
Edward W. Kissel | 1999 | 233,333 | 207,813 | 570,000 | 70,000 | 35,000 | |||||||||||||||||||||||||||
President and COO | |||||||||||||||||||||||||||||||||
James M. Materna | 1997 | 200,000 | 173,000 | 25,000 | 75,026 | ||||||||||||||||||||||||||||
CFO | 1998 | 230,000 | 221,000 | 35,000 | 510,806 | 63,465 | |||||||||||||||||||||||||||
1999 | 260,000 | 243,000 | 37,000 | 485,025 | 72,150 | ||||||||||||||||||||||||||||
Thomas E. Fleming(4) | 1997 | 245,000 | 162,000 | 20,000 | 656,513 | 45,987 | |||||||||||||||||||||||||||
CMO | 1998 | 270,000 | 177,000 | 35,000 | 372,413 | 64,826 | |||||||||||||||||||||||||||
1999 | 295,000 | 177,000 | 0 | 655,250 | 70,800 |
(1)
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This amount
represents amounts contributed for the named Officer under the
Companys qualified Profit-sharing Plan and amounts accrued
under the OM Group, Inc. Benefit Restoration Plan.
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(2)
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Amounts
awarded to the Named Officer under the Companys Bonus Program
for Key Executives and Middle Management.
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(3)
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Dollar amount
shown for Mr. Kissel equals number of shares of restricted stock
granted (15,000) multiplied by stock price on the grant date
($38.00). This valuation does not take into account the diminution
in value attributable to the restriction applicable to the shares.
On the three year anniversary, June 1, 2002, 5,000 shares will vest
and an amount equal to accrued dividends will be paid. On the five
year anniversary, June 1, 2004, 10,000 shares will vest together
with an amount equal to accrued dividends.
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(4)
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Mr. Fleming
resigned from the Company effective December 31, 1999. Pursuant to
his employment contract and a separation agreement with the Company
to a non-compete for a three year period, Mr. Fleming will receive:
(i) a bonus for 1999 in the amount of $177,000; (ii) an amount equal
to his salary through June, 2000; (iii) a lump sum payment of
approximately $120,000 under the Benefit Restoration Plan; (iv)
corporate owned life insurance policies having a cash surrender
value of $20,000; (v) lease payments and insurance on a company car
through the termination of the lease in May, 2000.
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Name |
Number
of Securities
Underlying Options Granted |
% of
Total
Options Granted to Employees in 1999 |
Potential
Realizable Value
at Assumed Annual Rates of Stock Appreciation for Option Term |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
5% |
10% |
||||||||||||||||||
James P. Mooney | 85,000 | 27 | % | 1,937,782 | 4,910,719 | ||||||||||||||
Edward W. Kissel | 70,000 | 22 | % | 1,612,329 | 4,085,957 | ||||||||||||||
James F. Materna | 37,000 | 12 | % | 843,505 | 2,137,607 | ||||||||||||||
Thomas E. Fleming | 0 | 0 | % | 0 | 0 |
Name |
Number
of Securities
Underlying Unexercised Options Held at 12/31/99 |
Value
of Unexercised
In-the-Money Options at 12/31/99(1) |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
||||||||||||||
James P. Mooney | 540,226 | 85,000 | 8,918,817 | 0 | |||||||||||||
Edward W. Kissel | 15,000 | 55,000 | 0 | 0 | |||||||||||||
James M. Materna | 138,159 | 37,000 | 1,543,215 | 0 | |||||||||||||
Thomas E. Fleming | 55,000 | 0 | 0 | 0 |
(1)
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Based
on fair market value at December 31, 1999 of
$34.44.
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1.
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The
Companys financial performance;
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2.
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The
Companys general policies and practices for compensation
of employees;
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3.
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The
recommendations of the Companys management concerning
compensation of individual key employees; and
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4.
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Advice
from independent compensation consultants concerning all
aspects of the Companys compensation policies, including
how its policies and practices compare to the policies and
practices of other comparable companies.
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The
Compensation Committee
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Lee R.
Brodeur, Chairman
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Frank
E. Butler
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1994
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1995
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1996
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1997
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1998
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1999
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OM GROUP INC. | 100.0
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139.89
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172.95
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236.92
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238.31
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227.40
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S&P GROUP INDEX | 100.0
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131.44
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134.81
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166.94
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142.17
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157.37
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S&P 500 INDEX | 100.0
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137.58
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169.17
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225.61
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290.09
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351.13
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OM
GROUP, INC.
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Michael
J. Scott
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Secretary
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DETACH CARD
OMGROUP, INC. | Proxy Solicited on Behalf of the Board
of Directors
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The undersigned appoints James M. Materna, James P. Mooney and Michael J. Scott, or any of them, with full power of substitution, to vote the shares of the undersigned at the 2000 Annual Meeting of Stockholders of OM Group, Inc. to be held on May 9, 2000, and at any adjournment thereof as follows:
The Board of Directors recommends that votes be cast FOR the election of the nominees and in favor of proposals 1, 2 and 3.
1. Election of Directors | ||||
[_] FOR all nominees listed below | [_] WITHHOLD AUTHORITY | |||
(except as marked to the contrary below) | to vote all nominees listed below |
John E. Mooney and Markku Toivanen
(INSTRUCTION: if you wish to withhold authority to vote for any nominee, write that name on the line below.)
2. Confirmation of the Appointment of Ernst & Young LLP as Auditors of the Company.
[_] FOR
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[_] AGAINST
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[_] ABSTAIN
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(Continued and to be signed on reverse side)
(Continued from other side)
3. In their discretion, upon all other matters properly brought before the meeting or any adjournment.
[_] FOR
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[_] AGAINST
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[_] ABSTAIN
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IF NO SPECIFICATION IS MADE, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE UNDER- SIGNED FOR ELECTION OF THE NOMINEES ABOVE AND IN FAVOR OF ITEMS 2 AND 3.
Dated: ___________________________________, 2000 _____________________________________________ _____________________________________________ Signature(s) Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrators, trustee or guardian, give your title as such. In case of corporation, a duly authorized officer should sign on its behalf. |
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