<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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 (S) 240.14a-11(c) or (S) 240.14a-12
Sigma-Aldrich Corporation
- --------------------------------------------------------------------------------
(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:
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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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(4) Proposed maximum aggregate value of transaction:
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(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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
SIGMA-ALDRICH CORPORATION
3050 Spruce Street
St. Louis, Missouri 63103
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 2, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Sigma-
Aldrich Corporation will be held at Mercantile Bank of St. Louis, N.A., 721
Locust Street, St. Louis, Missouri 63101, on Tuesday, May 2, 2000, at 11:00
A.M., Central Daylight Time, for the following purposes:
1. To elect nine directors;
2. To consider and vote upon approval of the Company's Share Option Plan of
2000; and
3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
Only shareholders of record as of the close of business on March 3, 2000 are
entitled to notice of, and to vote at, the meeting.
By Order of the Board of
Directors,
[Signature]
Michael R. Hogan, Secretary
March 30, 2000
Your vote is important. You may vote in any one of the following ways:
. Use the toll-free telephone number shown on the proxy card.
. Use the internet web site shown on the proxy card.
. Mark, sign, date and promptly return the enclosed proxy card in
the postage-paid envelope.
Shareholders who attend the meeting may revoke their proxies and vote in
person if they desire.
<PAGE>
SIGMA-ALDRICH CORPORATION
PROXY STATEMENT
Annual Meeting of Shareholders
May 2, 2000
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Sigma-Aldrich Corporation (the "Company") for use at the Annual Meeting of
Shareholders (the "Meeting") to be held at Mercantile Bank of St. Louis, N.A.,
721 Locust Street, St. Louis, Missouri 63101, on Tuesday, May 2, 2000, and any
adjournments thereof. Any shareholder giving the proxy has the power to revoke
it at any time before it is voted by written notice mailed to Proxy Services,
P.O. Box 9079, Farmingdale, New York 11735-9769, by submitting a later-dated
proxy or by attending the meeting and casting a contrary vote. If the proxy is
not so revoked or not revoked in person at the Meeting, such proxy will be
voted either as designated or, if no designation is made, will be voted in
favor of the nominees for directors and for the approval of the Share Option
Plan of 2000.
Shareholders of record as of the close of business on March 3, 2000, are
entitled to notice and will be entitled to vote at the Meeting and at any
adjournments thereof. As of the close of business on March 3, 2000, there were
a total of 90,353,918 shares of common stock outstanding and entitled to vote.
Shareholders will be entitled to one vote for each share held on all matters,
including the election of directors.
The cost of solicitation of proxies will be borne by the Company. In addition
to the use of the mails, proxies may be solicited personally, or by telephone
or telegraph, by employees of the Company without additional compensation. The
Company also may retain a professional proxy solicitor to assist in soliciting
proxies. The solicitor's fee is estimated at $5,000 to $10,000, plus expenses,
depending upon the extent of the solicitor's activities. Brokers, dealers,
banks and their nominees will be requested to forward proxy material to the
beneficial owners of stock held by them of record and the Company will
reimburse them for their reasonable out-of-pocket and clerical expenses upon
their request.
This Proxy Statement and accompanying form of proxy are first being sent to
shareholders on or about March 30, 2000.
The mailing address of the Company's principal executive office is 3050 Spruce
Street, St. Louis, Missouri 63103.
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<PAGE>
ELECTION OF DIRECTORS
Nine directors of the Company are to be elected to hold office until the next
annual meeting or until their successors are elected and qualified. The
persons named as proxies in the accompanying proxy card intend to vote for the
election of the nominees named below. If for any reason any of the nominees
are unavailable, the persons named as proxies may exercise discretionary
authority to vote for substitutes proposed by the Board of Directors.
Nominees for Board of Directors
Following are the nominees for directors of the Company, their principal
occupation, background, period of service as a director of the Company and
age. All of the nominees are presently directors of the Company and were
elected to their present terms as directors at the 1999 Annual Meeting of
Shareholders. There are no family relationships between any of the directors
or between any of the directors and any executive officer of the Company or
its subsidiaries.
<TABLE>
<C> <S>
Carl T. Cori Chairman of the Board of the Company. Dr. Cori has
been Chairman of the Board of the Company for more
than five years and served as Chief Executive Officer
for more than five years until November 1999. He has
been a director of the Company since 1977. Age 63.
Nina V. Fedoroff Director, Life Sciences Consortium & Biotechnology
Institute and Willaman Professor of Life Sciences at
Pennsylvania State University, University Park,
Pennsylvania, since July 1995. Prior to that time,
she was a staff member at Carnegie Institution of
Washington and a Professor at Johns Hopkins
University for more than five years. She has been a
director of the Company since 1996. Age 57.
David R. Harvey President and Chief Executive Officer of the Company.
Dr. Harvey has been President of the Company for more
than five years and was elected Chief Executive
Officer in November 1999. He served as Chief
Operating Officer for more than five years until
November 1999. He has been a director of the Company
since 1981. Age 60.
David M. Kipnis Distinguished University Professor of Medicine,
Washington University School of Medicine, St. Louis,
Missouri, for more than five years. Dr. Kipnis has
been a director of the Company since 1984. Age 72.
Andrew E. Newman Chairman of the Board and Chief Executive Officer of
Race Rock International, a theme restaurant company,
since July 1995. From 1987 to April 1995 he was
Chairman of the Board, Edison Brothers Stores, Inc.,
a specialty fashion retailer, St. Louis, Missouri.
Edison Brothers Stores, Inc. filed a petition for
reorganization under
</TABLE>
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<PAGE>
<TABLE>
<C> <S>
Chapter 11 of the federal bankruptcy code in November
1995 and emerged from those proceedings in September
1997. Mr. Newman has been a director of the Company
since 1989. He is also a director of Lee Enterprises,
Inc. Age 55.
William C. O'Neil, Jr. Chief Executive Officer, Tuitionfund.com, a provider
of savings for higher education, Nashville, Tennessee
since 1999. He served as Chairman of the Board of
Atrix Laboratories, Inc., Fort Collins, Colorado, a
drug delivery company, from 1995 to February 2000. He
was Chairman of the Board, President and Chief
Executive Officer of ClinTrials Research, Inc., a
clinical research services company, Nashville,
Tennessee, for more than five years until 1998. Mr.
O'Neil has been a director of the Company since 1987.
He is also a director of American Healthcorp,
Advocat, Inc., Central Parking, Inc. and Atrix
Laboratories, Inc. Age 65.
Jerome W. Sandweiss Of Counsel, Blumenfeld, Kaplan & Sandweiss, P.C.,
Attorneys at Law, St. Louis, Missouri, for more than
five years. Mr. Sandweiss has been a director of the
Company since 1975. Age 75.
D.Dean Spatz Chairman of the Board and Chief Executive Officer of
Osmonics, Inc., a manufacturer of water purification,
fluid separation and fluid handling products and
equipment, Minnetonka, Minnesota, for more than five
years. Mr. Spatz has been a director of the Company
since 1994. He is also a director of Osmonics, Inc.
and S.I. Technologies, Inc. Age 56.
Thomas N. Urban Former Chairman of the Board of Pioneer Hi-Bred
International, Inc., a developer and producer of
hybrid corn and other seeds, Des Moines, Iowa. He
served as Chairman of the Board of Pioneer Hi-Bred
International, Inc. for more than five years until
December 1996 and as President of Pioneer Hi-Bred
International, Inc. for more than five years until
September 1995. Mr. Urban has been a director of the
Company since 1990. Age 65.
</TABLE>
Directors Meetings and Committees
The Board of Directors met five times during 1999. The Board of Directors has
three committees which function throughout the year. The Audit Committee, of
which Ms. Fedoroff and Messrs. Newman, Sandweiss and Spatz (Chairman) are
members, met once in the past year. The function of this Committee is to
recommend a public accounting firm to be retained for the coming year, to
review the scope and results of the annual audit by such firm and to review
the Company's financial statements. The Compensation Committee, consisting of
Messrs. Newman, O'Neil (Chairman) and Urban, reviews all areas of executive
compensation and advancement
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<PAGE>
within the Company. The Committee held one meeting in the past year. The
Nominating Committee, of which Dr. Kipnis and Messrs. O'Neil (Chairman) and
Urban are members, recommends nominees to the Board of Directors. It will
consider nominees recommended by shareholders for election to the Board of
Directors provided the names of such nominees, accompanied by relevant
biographical information, are submitted in writing to the Secretary of the
Company. In February of each year, the Nominating Committee generally proposes
to the Board nominees for directors to be elected at the Company's Annual
Meeting of Shareholders. Therefore, in order to be considered by the
Nominating Committee, prospective nominee recommendations should be received
by the Secretary no later than January 15th. The Committee held one meeting in
the past year.
Each director attended at least 75% of the aggregate of the meetings of the
Board and its Committees on which they served during 1999.
Director Compensation and Transactions
Directors who are not employed or retained as legal counsel by the Company
were compensated by an annual fee of $9,000 in 1999. The Directors also
received $2,250 for each director or committee meeting attended plus
reimbursement of their travel expenses. The Directors participated in one
conference call during the year and received $1,125 for their participation.
On February 17, 1998, the Company adopted the Director's Non-Qualified Share
Option Plan of 1998 ("the Directors' Plan"). The Directors Plan permits the
award of non-qualified stock options to purchase up to 400,000 shares of the
Company's common stock to those members of the Board of Directors who are not
employees of the Company, who do not beneficially own more than 1.0% of the
Company's outstanding common stock and have served on the board for at least
six months. In 1999, the seven non-employee directors received options to
purchase 2,000 shares of common stock. Additional awards of options to
purchase 2,000 shares are made to each eligible director on the day after each
annual shareholders' meeting.
The option price per share is equal to the fair market value of the common
stock on the trading day next preceding the date the option is granted. No
option will vest or may be exercised to any extent until the holder has served
as director of the Company continuously for at least three months from the
date of grant.
The Company retained Blumenfeld, Kaplan & Sandweiss, P.C., of which Mr.
Sandweiss is Of Counsel, during 1999 and expects to use the firm in 2000.
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<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND PRINCIPAL BENEFICIAL OWNERS
Directors and Executive Officers
The following table sets forth the amount of the Company's common stock
beneficially owned by each of the directors and executive officers of the
Company shown in the summary compensation table, and by all directors and
executive officers of the Company as a group, all as of March 3, 2000, based
upon information obtained from such persons:
<TABLE>
<CAPTION>
Shares
Beneficially
Name Company Position Owned (1)(2)
--------------------- ------------------------------------ ----------------
<C> <S> <C>
Vice President and Chief Information
Larry S. Blazevich Officer 31,000 (3)
Carl T. Cori Director and Chairman of the Board 356,070 (3)
Nina V. Federoff Director 14,600 (4)
Director, President and Chief
David R. Harvey Executive Officer 182,340 (3)
Michael R. Hogan Vice President, Chief Financial
Officer, Chief Administrative
Officer and Secretary 38,000 (3)
David M. Kipnis Director 20,686 (4)
Andrew E. Newman Director 18,000 (4)
William C. O'Neil,
Jr. Director 18,000 (4)
Jerome W. Sandweiss Director 28,000 (4)
D. Dean Spatz Director 23,200 (4)
Thomas N. Urban Director 25,982 (4)
Vice President and President,
Frank Wicks Laboratory Products 69,025 (3)
Directors and
executive officers as
a group 1,209,247 (3)
</TABLE>
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(1) Each person has both sole voting power and sole investment power with
respect to the shares set forth in the table opposite his name, except as
follows: Messrs. Spatz and Hogan share voting and investment power as to
9,200 shares and 23,000 shares, respectively, held in joint tenancy with
their spouses. Shares owned separately by spouses are not included.
(2) Represents less than one percent (1%) of the Company's common stock
outstanding as of March 3, 2000, for each of the named individuals and
less than two percent (2%) for the group.
(3) Includes 31,000, 30,000, 30,000, 15,000, 65,000, and 545,881 shares
subject to stock options that are exercisable as of, or within sixty days
of, March 3, 2000, for Messrs. Blazevich, Cori, Harvey, Hogan and Wicks
and for the directors and executive officers as a group, respectively.
(4) Includes 14,000 shares awarded under the Directors' Non-Qualified Share
Option Plan of 1998. These shares are exercisable as of March 3, 2000.
-5-
<PAGE>
Principal Beneficial Owners
The following table sets forth information for each person or company that, to
the knowledge of the Company, beneficially owned more than five percent (5%)
of the Company's common stock as of March 3, 2000. Each beneficial owner has
sole voting power and sole investment power with respect to the shares set
forth opposite their name except for Wellington Management Company, LLP which
has shared voting power on 214,700 shares and investment power on all shares.
<TABLE>
<CAPTION>
Shares Beneficially Percent of Shares
Name and Address Owned Outstanding
- ------------------------------------ ------------------- -----------------
<S> <C> <C>
Alfred R. Bader 5,274,260 (1) 5.8%
777 East Wisconsin Avenue
Milwaukee, WI 532
State Farm Mutual Automobile 8,737,853 (2) 9.7%
Insurance Co. and its affiliates
One State Farm Plaza
Bloomington, IL 61710
Wellington Management Company, LLP 9,474,900 (3) 10.5%
75 State Street
Boston, MA 02109
</TABLE>
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(1) As set forth in such person's Schedule 13G/A, dated February 1, 2000,
filed with the Securities and Exchange Commission.
(2) As set forth in such company's Schedule 13G/A, dated February 4, 2000,
filed with the Securities and Exchange Commission.
(3) As set forth in such company's Schedule 13G, dated February 9, 2000, filed
with the Securities and Exchange Commission.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers, directors and persons who own beneficially more
than ten percent of the Company's outstanding stock, file reports of ownership
and changes in ownership with the Securities and Exchange Commission and any
national securities exchange on which the Company's securities are listed and
furnish the Company with copies of all Section 16(a) reports so filed. Based
solely on a review of forms and certain written representations furnished to
the Company, the Company believes that its executive officers and directors
complied with all applicable Section 16(a) filing requirements during 1999,
except for Nina V. Fedoroff who filed one report covering one transaction
late.
-6-
<PAGE>
Management Share Ownership Plan
The company approved shareholding requirements for the following positions as
follows:
<TABLE>
<CAPTION>
Shareholding
Requirement
Position (salary multiple)
-------- ----------------
<S> <C>
Chairman & CEO 3X
Business Unit Presidents, CAO & CFO 2X
Other Corporate Officers & Brand Presidents 1X
Vice Presidents & Key Country Managers .5X
</TABLE>
These requirements were implemented in 2000, with 3-5 years allowed to achieve
the required investment level.
APPROVAL OF SHARE OPTION PLAN OF 2000
The Board of Directors believes that the Company's stock option program
constitutes an important part of the Company's compensation program for key
employees and should be carried forward by providing a new Share Option Plan
of 2000 (the "2000 Option Plan") to permit the granting of stock options which
may, but need not, constitute "incentive" stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Incentive stock options receive special tax treatment which in the judgment of
the Board will benefit the Company by assisting to attract, retain and
motivate key employees and to encourage ownership of the Company's common
stock. Shareholders have previously authorized grants of employee stock
options under the Share Option Plan of 1995 (the "1995 Option Plan") and the
Share Option Plan of 1987 (the "1987 Option Plan").
As of March 3, 2000, options to acquire an aggregate of 3,804,011 shares were
outstanding under the 1995 Option Plan and the 1987 Option Plan and only
371,732 shares were available for the grant of additional awards under the
1995 Option Plan. If the 2000 Option Plan is approved by the shareholders, no
further options will be issued under the 1995 Option Plan, and the balance of
the shares that have been reserved for issuance under the 1995 Option Plan,
for which no options have been granted, will be released from the 1995 Option
Plan. The 1987 Option Plan was discontinued upon the approval of the 1995
Option Plan.
Principal Features of the 2000 Option Plan
The full text of the 2000 Option Plan is set forth in Appendix A hereto, and
shareholders are urged to refer to it for a complete description of the 2000
Option Plan. The summary of the principal features of the 2000 Option Plan
that follows is qualified entirely by such reference.
The 2000 Option Plan permits the granting of options for an aggregate of
4,500,000 shares of the Company's common stock. These shares may be either
authorized but unissued shares or shares reacquired by the Company as treasury
shares. Shares underlying any options that expire
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<PAGE>
or terminate without being exercised in full and any shares used in payment of
the purchase price of shares under the 2000 Option Plan will again be
available for grants under the plan.
The 2000 Option Plan is administered by the Company's Compensation Committee
(the "Committee"), which will consist of two or more members appointed by the
Company's Board of Directors and will grant options to such individuals for
such numbers of shares and at such times as the Committee determines, taking
into account the duties of the individuals and their present and potential
contributions to the success of the Company. The Committee has sole and final
authority to make all determinations necessary or advisable, in its sole
discretion, to administer the plan and may delegate to any one or more members
or to any person selected by it the authority to grant options to eligible
persons (except persons subject to the reporting requirements of Section 16(a)
of the Securities Exchange Act of 1934 or who are "covered employees" within
the meaning of Section 162(m)(3) of the Code). Members and former members of
the Committee will be indemnified and held harmless by the Company for their
actions involving the plan and may rely on information provided by the
Company. The members of the Committee are not eligible to receive options
under the plan while serving on the Committee.
Options may be granted to employees, consultants or advisors of the Company or
its subsidiaries (as defined in Section 5 of the plan), but no options may be
granted to a member of the Company's Board of Directors who is not at the time
of the grant an executive employee of the Company or one of its subsidiaries.
Incentive stock options (as referred to below) may only be granted to
employees of the Company or its subsidiaries. No single participant may
receive grants of options during any calendar year for more than an aggregate
of 200,000 shares of common stock. It is not possible to state in advance
which key employees will be granted options by the Committee in the future nor
is it possible to state which key employees would have received options under
the 2000 Option Plan in 1999 had the plan been in existence during 1999.
However, approximately 750 employees received awards under the 1995 Option
Plan.
Options may be "incentive" stock options within the meaning of Section 422 of
the Code or "non-qualified" stock options. The option price of shares covered
by options will be determined by the Committee but will not be less than the
fair market value of the shares at the date of the grant, which as defined is
generally the average of the high and low prices of the common stock on the
date of grant, provided that the Committee may adopt such criteria for
determining fair market value it deems appropriate. The purchase price must be
fully paid at the time an option is exercised either (i) in cash, (ii) in the
discretion of the Committee, by the tender, either actually or by attestation,
to the Company of shares of the common stock of the Company, owned by the
optionee and registered in his name, having a fair market value, as defined
above, on the date of exercise equal to the cash exercise price of the option
being exercised, or (iii) in the discretion of the Committee, by any
combination of the payment methods specified in clauses (i) and (ii) hereof;
provided that, no shares of common stock may be tendered in exercise of an
incentive stock option if such shares were acquired by the optionee through
the exercise of an incentive stock option unless (i) such shares have been
held by the optionee for at least one year and (ii) at least two years have
elapsed since such incentive stock option was granted. In addition, the
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<PAGE>
optionee may effect a "cashless exercise" of an option in lieu of paying the
option price in cash or shares owned by the optionee, provided that such
"cashless exercise" is facilitated through a third party, other than the
Company, in accordance with the rules and procedures adopted by the Committee.
Further, the Committee, in its discretion, may approve such other methods or
forms of payment of the purchase price, and establish rules and procedures
therefor.
Options are exercisable at such times and under such conditions, not
inconsistent with the plan, as may be determined by the Committee, but except
as otherwise permitted under the plan, an optionee must be an employee to
exercise an option and have been so continuously since the grant of the option
(except that the Committee shall have authority to accelerate the vesting of
the right to exercise an option or extend such right beyond termination of
employment in certain circumstances as it deems appropriate, such as a Change
of Control (as defined below)). The maximum aggregate market value (determined
at the time of the grant) of common stock with respect to which incentive
stock options that are exercisable for the first time during any calendar year
under all stock option plans of the Company may not exceed $100,000. Options
are not transferable other than by will or by the laws of descent and
distribution, but the Committee may in its discretion permit an optionee to
transfer a non-qualified stock option, which will continue to be subject to
exercise restrictions.
Notwithstanding any other provision of the plan, unless otherwise provided by
the Committee in the option agreement or certificate, each outstanding option
will become immediately and fully exercisable for a one (1) year period
following the date of a "Change of Control" but in no event beyond the
specified term of such options; provided that, after such one (1) year period,
the normal option exercise provisions of the plan and such option will govern;
and provided further, that in the event an optionee's employment with the
Company or any subsidiary is terminated within two (2) years of a Change of
Control, all outstanding stock options of such optionee at the date of
termination will be exercisable for a period of six (6) months beginning on
the date of termination but in no event beyond the specified term of such
options. The option agreements or certificates may contain such other or
different provisions as the Committee, in its discretion, may approve in
addition to, or in lieu of the provisions described above. In addition, the
Committee will have the authority, in its discretion, to accelerate the
vesting and permit the immediate exercisability of outstanding options under
such other circumstances as it may deem appropriate. "Change of Control," as
used herein will be deemed to have occurred if any individual, corporation,
partnership or other person or entity, together with its Affiliates and
Associates, acquires as the Beneficial Owner more than thirty-five percent
(35%) in the aggregate of the voting power of outstanding shares of capital
stock of the Company entitled to vote in the election of Directors, and within
a 400-day period thereafter a majority of Directors elected to the Board of
Directors of the Company, or a majority of the persons constituting a group
authorized to hire or terminate employment of officers, if other than the
Board, are different from the Directors or persons constituting the Board or
group just prior to the start of such period or a group other than the Board
is created to hire or terminate employment of officers. The terms
"Affiliates," "Associate" and "Beneficial Owner" as used in this paragraph
will be defined by reference to the Securities Exchange Act of 1934, as
amended, and the rules and regulations in effect thereunder.
-9-
<PAGE>
No option may be exercisable after a date ten (10) years after the date of the
option grant, (except that this date may be up to seventeen (17) years after
the date of the grant of non-qualified stock options for persons outside the
United States if the Committee so determines). Except for the death or
disability of an optionee, or as otherwise provided with respect to a Change
of Control, no option under the plan may be exercised prior to the expiration
of the "Non-Exercise Period" selected by the Committee, which runs from the
date of the grant of an option. Except as may be provided in the plan in those
cases, if an optionee's employment with the Company or any of its subsidiaries
is terminated for any reason during the Non-Exercise Period, the optionee's
right to exercise the option will terminate and all rights thereunder will
cease. Once the Non-Exercise Period has passed as to any particular stock
option, stock options under the plan will terminate: (a) immediately (i) upon
the termination of the employment of the optionee for cause (as defined in
Section 9 of the plan), (ii) upon the voluntary termination of the employment
of the optionee for any reason other than retirement on a "Retirement Date"
(as defined in Section 9 of the plan), and (iii) at any time if the optionee
becomes an employee, agent, or principal of a competitor of the Company or any
subsidiary; and (b) twelve (12) months after (i) an optionee's retirement on a
permitted Retirement Date, or (ii) involuntary termination of employment
without cause (other than by reason of death). In the event of an optionee's
death within such twelve (12) month period or death or permanent disablement
during employment, stock options will terminate one year from the date of
death or disability and may be exercised by a designee approved by the
Committee. The Committee may approve such other or different provisions in its
discretion, but in no event shall an option be exercisable beyond its term.
The number, kind and class of shares reserved for issuance upon the exercise
of options, subject to options and permitted to be granted to an individual in
one year and the exercise price of such options will be appropriately and
proportionately adjusted or substituted by the Committee during the time the
plan is in effect to reflect any increase or decrease in number of or exchange
or change in the shares of the Company's common stock through any stock
dividend, stock split, reverse stock split, reclassification,
recapitalization, merger, consolidation, reorganization, split-up, spin off,
combination or exchange of shares or the like. Notwithstanding the foregoing:
(1) in the event the Company or a subsidiary enters into a transaction
described in Section 424(a) of the Code with any other corporation, the
Committee may, in its discretion, grant options to employees or former
employees of such corporation in substitution of options previously granted to
them upon such terms and conditions as shall be necessary to qualify such
grant as a substitution described in Section 424(a) of the Code; and (2) in
the event of a special, non-recurring distribution with respect to the
Company's common stock, the Committee may, in its discretion, adjust the
number of shares subject to each option and the option price per share in such
manner as the Committee deems just and equitable to reflect such distribution,
but in no event will the total number of shares of common stock used under the
plan exceed the number authorized.
The Company's Board of Directors or the Committee may terminate or modify the
2000 Option Plan as it deems advisable, but no termination or modification may
adversely affect any option rights previously granted without the consent of
the optionee. However, neither the Board of Directors nor the Committee may
increase the total number of shares as to which options may
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<PAGE>
be granted under the plan without obtaining the approval of the shareholders
(except under anti-dilution provisions thereof).
The reported closing price for a share of the common stock of the Company on
the Nasdaq National Market on March 3, 2000 was $22.563.
Federal Income Tax Consequences
If an option awarded under the 2000 Option Plan is an incentive stock option,
the employee will recognize no income upon grant of the incentive stock option
and incur no regular income tax liability due to the exercise of the incentive
stock option. However, the employee may be subject to the alternative minimum
tax. The Company will not be allowed a deduction for federal income tax
purposes as a result of the exercise of an incentive stock option, regardless
of the applicability of the alternative minimum tax. Upon the sale or exchange
of the shares at least two (2) years after grant of the option and one (1)
year after exercise of the shares by the employee, any gain to the employee
will be treated as long-term capital gain. If these holding periods are not
satisfied, the employee will recognize ordinary income equal to the difference
between the exercise price and the lower of the fair market value of the
shares at the date of the option exercise or the sales price of the shares and
the Company will be entitled to a deduction in the same amount as the ordinary
income recognized by the employee. Any gain recognized on such a
"disqualification" caused by such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as
capital gain.
All other options which do not qualify as incentive stock options are referred
to as non-qualified options. An employee will not recognize any taxable income
at the time the employee is granted a non-qualified option. However, upon its
exercise, the employee will recognize ordinary income for tax purposes
measured by the excess of the then fair market value of the shares over the
option price and the Company will be entitled to a deduction in the same
amount as the ordinary income recognized by the employee. The income
recognized by an employee will be subject to tax withholding by the Company by
payment in cash. Upon the subsequent sale of any such shares by the employee,
any difference between the sales price and the exercise price, to the extent
not recognized as ordinary income as provided above, will be treated as
capital gain or loss.
Under Section 162(m) of the Code, the Company may be limited as to federal
income tax deductions to the extent that total individual compensation paid to
the Company's Chief Executive Officer or to any of the other four most highly
compensated executive officers exceeds $1,000,000 in any one year. The Company
can preserve the deductibility of certain compensation in excess of
$1,000,000, however, provided that it complies with conditions imposed by
Section 162(m) of the Code, including the payment of performance-based
compensation pursuant to a plan approved by shareholders. The 2000 Option Plan
is designed to provide the Company flexibility and the opportunity to qualify
certain aspects of compensation as performance-based compensation under
Section 162(m) of the Code.
The foregoing summary of the effect of federal income taxation upon the
employee and the Company with respect to awards under the 2000 Option Plan
does not purport to be complete,
-11-
<PAGE>
and reference should be made to the applicable provisions of the Code. In
addition, this summary does not discuss the provisions of the income tax laws
of any municipality, state or foreign country in which the employee may
reside.
* * * * *
A favorable vote of the majority of the outstanding shares represented in
person or by proxy at the Meeting and entitled to vote will be required for
approval of the adoption of the 2000 Option Plan.
The Board of Directors recommends a vote FOR approval of the 2000 Option Plan.
-12-
<PAGE>
INFORMATION CONCERNING EXECUTIVE COMPENSATION
The following table presents compensation information for the Chief Executive
Officer and the four other most highly compensated executive officers based on
salary and bonus in 1999 for the years ended December 31, 1999, 1998 and 1997:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
--------------------- ----------------------
Number of
Shares
Underlying
Other Annual Options LTIP All Other
Name/Position Year Salary Comp. (1)(2) Granted Payouts (1) Comp. (3)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Larry S. Blazevich 1999 $285,000 -- 15,000 -- $6,360
Vice President & 1998 250,000 -- 10,000 -- 6,360
Chief Information
Officer 1997 271,250 -- -- -- 6,300
- -------------------------------------------------------------------------------------
Carl T. Cori 1999 680,000 255,695 50,000 390,000 6,360
Chairman 1998 730,000 469,103 50,000 715,500 6,360
1997 755,000 201,196 -- 306,875 6,300
- -------------------------------------------------------------------------------------
David R. Harvey 1999 475,000 137,682 50,000 210,000 6,360
President & CEO 1998 508,000 260,613 50,000 397,500 6,360
1997 525,000 100,598 -- 153,438 6,300
- -------------------------------------------------------------------------------------
Michael R. Hogan (4) 1999 300,100 -- 75,000 -- 6,210
Vice President, CFO, CAO
& Secretary
- -------------------------------------------------------------------------------------
Frank Wicks 1999 290,000 -- 20,000 -- 6,360
Vice President &
President, 1998 215,000 -- -- -- 6,360
Laboratory Products 1997 215,000 -- 20,000 -- 6,300
- -------------------------------------------------------------------------------------
</TABLE>
(1) The value of shares issued under the Incentive Stock Bonus Plan in 1999,
1998 and 1997 relates to performance in 1993, 1992 and 1991, respectively,
and are presented as long-term incentive plan ("LTIP") payouts. Such
values represent the aggregate market value of shares of common stock
issued on the payout date. Cash payouts to cover Federal income taxes
related to the issuance of such shares are presented as other annual
compensation. Drs. Cori, Harvey and Wicks and Mr. Blazevich hold 38,950,
23,950, 6,600 and 500 Bonus Units, respectively, as of December 31, 1999.
Shares of common stock issuable upon vesting of such Bonus Units have a
value of $1,192,844, $733,469 and $202,125, and $15,313, respectively,
based upon the closing price of the Company's common stock as of such
date. See "Incentive Stock Bonus Plan" for further information.
(2) Excludes the value of personal use of automobiles and club memberships
provided by the Company, the amounts of which are immaterial for each
executive officer.
(3) Represents amounts contributed for each executive officer under the
Company's 401(k) Retirement Savings Plan in 1999, 1998 and 1997.
(4) Mr. Hogan joined the Company in the positions indicated in April, 1999.
-13-
<PAGE>
Incentive Stock Bonus Plan
The Company's Incentive Stock Bonus Plan is administered by the Compensation
Committee of the Board. See "Compensation Committee Report on Executive
Compensation--Incentive Compensation" on page 19 of this Proxy Statement for
information concerning the plan.
The LTIP payouts to each of the named executive officers as presented in the
Summary Compensation Table for the years ended December 31, 1999, 1998 and
1997, relate to performance in the years ended December 31, 1993, 1992 and
1991, respectively. Additionally, LTIP payouts to the Company's other
executive officers were $126,000, $87,450 and $153,438 for shares and $82,609,
$57,335 and $100,598 in cash for 1999, 1998 and 1997, respectively.
No bonus units were awarded to the executive officers in 1999 for performance
in 1998 and no bonus units will be awarded under the Incentive Stock Bonus
Plan for the year ended December 31, 1999.
Stock Options
The Company's Share Option Plan of 1995 is administered by the Compensation
Committee, which grants options to employees as the Committee determines,
taking into account the employees' duties, their present and potential
contributions to the success of the Company and such other factors as the
Committee deems relevant. The exercise price of the options is determined by
the Committee, however, no incentive stock option may have an exercise price
less than the fair market value of the shares at the date of the grant. Full
payment for stock being purchased must be made in cash or Company common stock
at the time an option is exercised. Options are not transferable other than by
will or by the laws of descent and distribution. Options generally expire ten
years from the date of grant or no later than three months after an optionee's
termination or twelve months after an optionee's death, disability, or
retirement, if earlier. Optionees terminated in connection with the
restructuring of the Company or employed in the B-Line Systems business for
which the Company has elected to seek a buyer can elect to extend the option
exercise period to twelve months following termination, however, no option may
be exercised after ten years from the date of grant. No options may be granted
after February 21, 2005.
-14-
<PAGE>
The following table sets forth information related to stock options granted to
the named executive officers during the year ended December 31, 1999:
<TABLE>
<CAPTION>
Potential Realizable
% of Value at Assumed
Number of Total Rates of Stock Price
Shares Options Appreciation for 10
Underlying Granted year Option Term (3)
Options to Exercise Price Expiration ---------------------
Name of Executive Granted Employees ($/Share) (2) Date 5% 10%
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Larry S. Blazevich 15,000 (1) 1.2% $26.875 3/9/2009 $ 253,523 $ 642,477
Carl T. Cori 50,000 (1) 4.0 26.875 3/9/2009 845,077 2,141,591
David R. Harvey 50,000 (1) 4.0 26.875 3/9/2009 845,077 2,141,591
Michael R. Hogan 75,000 (4) 6.0 29.250 4/1/2009 1,267,616 3,212,387
Frank Wicks 20,000 (1) 1.6 26.875 3/9/2009 338,031 856,637
</TABLE>
- -------------------------------------------------------------------------------
(1) Options vest at the rate of 20% per year beginning March 9, 2000.
(2) Exercise price equals the market price per share on the grant date.
(3) Presentation is required by Securities and Exchange Commission rules and
is not intended to forecast possible future price appreciation of the
Company's common stock.
(4) Options vest at the rate of 20% beginning April 1, 2000.
Additionally, options to acquire 170,000 shares were granted to other
executive officers at an exercise price of $26.875 and options to acquire
860,000 shares were granted to members of the management group at exercise
prices ranging from $26.875 to $32.3125 per share.
No stock options were exercised by any of the named executive officers during
the year ended December 31, 1999.
The following table presents (i) the unexercised options held by each named
executive officer and (ii) the value of all in-the-money options as of
December 31, 1999, as if all such in-the-money options were vested and
exercisable as of December 31, 1999:
Option Values at December 31, 1999
<TABLE>
<CAPTION>
Number of Shares
Underlying Unexercised Value of Unexercised In-
Options Held the-Money Options (1)
------------------------- -------------------------
Names Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry S. Blazevich 28,000 27,000 $ 21,000 $ 53,063
Carl T. Cori 20,000 80,000 -- 159,375
David R. Harvey 20,000 80,000 -- 159,375
Michael R. Hogan -- 75,000 -- 239,063
Frank Wicks 61,000 28,000 511,438 63,750
</TABLE>
- -------------------------------------------------------------------------------
(1) Calculated as the aggregate closing market price per share of the
Company's common stock on December 31, 1999, for the total number of in-
the-money shares under option, net of the aggregate value of all option
exercise proceeds.
-15-
<PAGE>
Retirement Security Value Plan (Pension Plan)
The Sigma-Aldrich Retirement Security Value Plan is a tax-qualified,
noncontributory retirement plan that provides all eligible employees,
including the named executive officers, with a retirement benefit based upon a
formula. The plan provides an annual addition to each participant's account
ranging from 2% to 5% of salary, depending on years of service. Each account
is also credited with interest annually. In no event will the benefit provided
by the Retirement Security Value Plan at retirement be less than the benefit
provided by the previous pension plan formula for any employee who was a
participant in the plan as of January 1, 1996. Pension credits have been and
will continue to be restricted by the Internal Revenue Code limitations above
certain levels of compensation and the Company does not have a supplemental
plan to provide benefits based upon earnings above these limitations. Taking
into account these limitations and assuming that each executive officer
continues employment with the Company until the normal retirement age of 65 at
his current cash compensation level and that interest rates remain at December
31, 1999 levels, Drs. Cori, Harvey and Wicks and Messrs. Blazevich and Hogan
would receive upon retirement an annual pension benefit in the form of a
single life annuity of $99,157, $67,059, $80,606, $18,881 and $23,852,
respectively.
Employment and Other Agreements
The Company has Employment Agreements ("Agreements") with Drs. Cori, Harvey
and Wicks and Messrs. Blazevich and Hogan which provide severance compensation
(with an offset for monies earned elsewhere under certain defined situations)
to each of these executives in the event of his cessation of employment with
the Company or any of its subsidiaries after the occurrence of a change in
control of the Company. "Change in control" is defined in the Agreements to
have occurred when an individual, partnership, corporation or other entity
acquires more than thirty-five percent of the outstanding shares of the
Company's common stock and there is a change in the majority of the Directors
of the Board (or other body supervising the employment of officers) within any
four hundred day period. Prior to a change in control, the Agreement may be
terminated upon sixty-days notice given by either the executive or the
Company. Unless notice is given to the contrary, the three-year term of the
Agreements is automatically extended for an additional year at the end of each
agreement year. Compensation covered by the Agreements is set annually by the
Compensation Committee, except that after a change in control, if the
executive leaves, the level of severance pay is the amount last set by the
Compensation Committee immediately prior to the change in control. No payments
are made under the Agreements if the cessation of employment is due to death.
If a change in control of the Company had occurred as of March 3, 2000, and
the employment of the named executive officers of the Company had been
terminated, Drs. Cori, Harvey and Wicks and Messrs. Blazevich and Hogan would
have collectively received $4,157,000.
The Incentive Stock Bonus Plan also contains provisions that protect the
participants against the loss of Bonus Units earned if there shall have been a
change in control of the Company prior to the scheduled payout of stock and
cash for such earned Bonus Units. "Change in control" is defined in the
Incentive Stock Bonus Plan in the same manner as it is in the Agreements
above.
-16-
<PAGE>
If a change in control of the Company had occurred as of March 3, 2000, and
the employment of the named executive officers of the Company had been
terminated, Drs. Cori, Harvey and Wicks and Messrs. Blazevich and Hogan would
have collectively received 70,000 shares of the Company's common stock and
$1,035,500.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Committee
The Committee is composed of the three members named below, none of whom is an
employee of or is involved in any interlocking relationship with the Company.
Compensation Policy
The Committee believes that increasing share value on a long-term basis is the
goal of shareholders. The Company's compensation policy is designed to
motivate employees to improve productivity and performance, resulting in
increased profitability and, thus, improvement in shareholder value. To align
the financial interests of senior executives and managers with those of
shareholders, the Company uses incentive compensation that is tied directly to
the Company's operating results and is highly sensitive to the market price of
the Company's common stock. Accordingly, the Committee believes that
increasing profits and long-term growth in share value will be the goals of
both management and shareholders. The Company's policy is to structure
compensation such that any executive compensation in excess of $1 million is
tax deductible for the Company.
Compensation for the Company's executive officers includes two elements: (1)
salary and (2) longer-term incentive compensation. The Company has no long-
term employment contracts with any of its executive officers other than the
Employment Agreements previously described in this Proxy Statement which
become applicable only if there should be a change in control of the Company.
Salary
At the end of each fiscal year, the Committee reviews with Dr. Harvey an
annual salary plan for the Company's executive officers and then approves such
plan with any modifications it deems appropriate. The Committee approves the
salary plan after assessing the Company's overall performance, including a
review of the operating results of the Company and the executive officers'
responsibilities and after making judgments about past and expected future
contributions of the individual executive officers. The review of operating
results is general in nature, rather than being based upon any specific
weighting formula for measures which include the Company's sales, earnings and
earnings per share growth, profit margins, acquisition activities and general
financial condition. The Committee's assessment also considers the difficulty
of achieving performance levels based on its understanding of the Company's
business and market conditions
-17-
<PAGE>
as well as competitive pressures. In reviewing the individual executive
officers' responsibilities and performance, the Committee also considers their
non-financial contributions to the Company, such as the quality and progress
of research, marketing and production activities. The Committee performs its
review in a general, subjective manner with consideration given to all
factors, including general knowledge of other executive officers' salaries and
taking particular note of the continued growth in sales and earnings per
share, as illustrated by the following graphs (Note: the graphs exclude the
sales ($ in millions) of $184.0, $201.6, $225.4, $228.4 and $252.6 and
earnings per share-diluted (dollars) of $.17, $.20, $.23, $.21 and $.24 for
1995, 1996, 1997, 1998 and 1999, respectively, of the Company's discontinued
metal business, B-Line Systems):
SIGMA-ALDRICH SALES CHART
1995 1996 1997 1998 1999
----- ----- ----- ----- -------
Sales
($ in millions) 775.8 833.0 901.7 965.9 1,037.9
Earnings Per Share--Diluted
(dollars) 1.13 1.26 1.39 1.43 1.47
Average Compound Annual Growth Rate:
Sales 8.6% EPS 8.7%
-18-
<PAGE>
Based upon the business knowledge and experience of the Committee members,
they believe that the executive officers' salaries are appropriate in view of
the level of responsibilities and contributions by each executive officer.
Incentive Compensation
Incentive Stock Bonus Plan. Awards from the Company's Incentive Stock Bonus
Plan (the "Plan"), a shareholder-approved plan implemented in 1978 and amended
in 1996, are tied directly to the Company's annual operating results. The Plan
provides generally that, if the Company's pre-tax operating income has
increased by at least 10% over the prior year, the Committee establishes a
Bonus Pool, with the maximum amount determined by the following formula:
<TABLE>
<CAPTION>
Maximum Bonus Pool
Percentage as a percentage of the
increase in pre-tax increase in pre-tax
operating income operating income
------------------- ----------------------
<S> <C>
Less than 10% --
10.0-12.4% 3.0%
12.5-14.9% 4.0%
15% and above 5.0%
</TABLE>
The Committee fixes the maximum dollar amount of Bonus Units and Tax Offset
Bonus Units which may be awarded to Dr. Cori and Dr. Harvey during the first
90 days of each calendar year. After the end of each calendar year, but prior
to the award of Units, the Committee will certify in writing whether the
performance goals under the plan have been met. If pretax operating income for
the year has reached a level sufficient to generate a Bonus Pool, the
Committee will allocate Bonus Units to Dr. Cori and Dr. Harvey in an amount
not to exceed the maximum set by the Committee during the first 90 days of the
calendar year. If a positive value remains in the Bonus Pool after subtracting
the value of the Bonus Units awarded to Dr. Cori and Dr. Harvey, the remaining
Bonus Units may be awarded by the Committee to participants designated by the
Committee. The Units will initially be valued at the closing price of the
Company's common stock on the day before the date of the awards. All awards
are made within 30 days after the end of the first quarter of the year
following the year for which the awards are earned.
The Committee reviews with Dr. Harvey its recommendation for awards of Bonus
Units to the executive officers (other than Dr. Cori and Dr. Harvey) and other
senior managers. In the course of this review, the Committee considers
performance evaluations of each of the executives and senior managers and
separately considers and sets the awards to Dr. Cori and Dr. Harvey. In
establishing the amount of the Bonus Pool and the specific awards to the
executive officers, including Dr. Cori, the Committee takes into account
operating results and other criteria in a review similar to that described
under Salary above. Because their responsibilities have more impact on the
Company's current and future operating results, the Committee feels that Drs.
Cori and Harvey should have a greater proportion of their annual compensation
tied directly to the Company's performance. Accordingly, Drs. Cori and Harvey
have a greater participation in the Incentive Stock Bonus Plan than do the
other executive officers.
-19-
<PAGE>
The Plan provides for issuance of one share of the Company's common stock for
each Bonus Unit awarded. Shares are issued only after the participant has been
employed for five years following the year for which an award has been made
(or earlier in certain limited circumstances). As a result, the value of Bonus
Units awarded for any year under the Plan is sensitive to the market price of
the Company's common stock over a five-year period, thus providing the
participant with a longer-term perspective. The Plan also provides for payment
of cash when the shares are issued so that the participant is not compelled to
sell any of the shares in order to pay Federal income taxes and, in the case
of Drs. Cori and Harvey, Tax Offset Bonus Units. The cost of the Plan since
its inception has ranged between 1.0% and 1.5% of cumulative pre-tax income,
except for 1994 and 1998 where no bonus units were awarded and for 1999 for
which no bonus units will be awarded. The Committee expects that the future
cost will continue to constitute between 1.0% and 1.5% of the Company's
cumulative pre-tax income. In 1996, certain amendments to the Plan were
approved to ensure tax deductibility.
Share Option Plan of 1995. Each year, the Committee considers the desirability
of granting options under the Company's Share Option Plan of 1995 to key
employees. The Committee believes that granting stock options is desirable
because it directly correlates long-term compensation of key employees with
share price appreciation. In determining grants, the Committee generally
considers the same factors as those discussed under Salary above. The
Committee does not consider the amount or terms of prior stock option grants
in determining current grants. Options for 210,000 shares were granted to the
named executive officers in 1999. See Stock Options on page 9 of this Proxy
Statement for additional information concerning this plan.
1999 CEO and Executive Officer Compensation
The Committee's approach is to have a large amount of Dr. Cori's and Dr.
Harvey's compensation dependent on Company performance. In measuring
performance, emphasis is placed on the year-to-year increases in earnings,
which is the criterion used to establish the maximum Bonus Pool under the
Company's Incentive Stock Bonus Plan.
In view of the aforementioned desire to closely tie compensation to Company
performance and the fact that financial results for 1998 did not meet
management's expectations, Dr. Cori's and Dr. Harvey's salary were reduced by
10% effective September 1, 1998. The reduced salaries were also effective for
1999 as the Committee determined that compensation increases should be
dependent on performance under the provisions of the Incentive Stock Bonus
Plan and through awards under the Share Option Plan to more closely align the
interests of these executives with those of shareholders.
The Company did not award Bonus Units under the Incentive Stock Bonus Plan in
1999 since the increase in earnings in 1998 did not meet plan minimums.
-20-
<PAGE>
For the other executive officers, the Committee determined that 1999
compensation should reflect the Company's performance, the level of the
officers' responsibilities and any changes thereto during the year, and the
officers' contribution to strategic initiatives that will drive future growth.
The Committee believes that the compensation policies and programs it has
implemented have committed the executive officers of the Company to achieve
long-term improvement in operating results.
COMPENSATION COMMITTEE
Andrew E. Newman
William C. O'Neil, Jr., Chairman
Thomas N. Urban
-21-
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the Company's cumulative shareholder
return (stock price appreciation plus reinvestment of dividends) for a five
year period ended December 31, 1999, with that of the Standard & Poor's 500
Composite Stock Price Index and an index of the companies included in the
Value Line Chemical Specialty Industry Group, assuming that $100 was invested
in each on December 31, 1994, and that all dividends were reinvested. These
indices are only included for comparative purposes as required by Securities
and Exchange Commission rules and do not necessarily reflect management's
opinion that such indices are an appropriate measure of the relative
performance of the Company's common stock, and are not intended to forecast or
be indicative of possible future performance of the common stock.
SIGMA-ALDRICH PERFORMANCE GRAPH
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Sigma-Aldrich Corporation 100.00 151.30 192.17 246.62 183.84 190.03
Standard & Poors 500 100.00 137.50 169.47 226.03 290.22 349.08
Value Line: Chemical Specialty 100.00 128.72 154.25 191.24 170.11 41.99
</TABLE>
-22-
<PAGE>
In this Proxy Statement, the Company used as a performance graph comparison
index those companies comprising the Value Line Chemical Specialty Industry
Group (the "Group"). The 1999 Group includes the following companies: Agrium
Inc., Airgas Inc., Avery Dennison Corp., Bush Boake Allen, CK Witco, Calgon
Carbon Corp., Ecolab Inc., Engelhard Corp., Ethyl Corp., Ferro Corp., H.B.
Fuller Co., Great Lakes Chemical Corp., M.A. Hanna Co., Hercules Inc.,
International Flavors & Fragrances, International Specialty Products, Lilly
Industries Inc., Lubrizol Corp., MacDermid Inc., Material Sciences Corp.,
Medical Manager, NCH Corp., OM Groups, Park Electrochem, Penford Corp.,
Praxair Inc., Quaker Chemical Corp., Rohm & Haas Co., RPM Inc., A. Schulman
inc., Sherwin Williams Co., Tredegar Corp., Valspar Corp., WD-40 Co. and
Wellman Inc.
The 1999 Group added Bush Boake Allen, CK Witco, Medical Manager, OM Groups
and Tredegar Corp and deleted Crompton & Knowles Corp., Furon Co., Lawter
International Inc., Learonal Inc., Morton International Inc., Nalco Chemical
Co. and Witco Corp from the 1998 Group. With these exceptions, which resulted
solely from the independent action of Value Line, the 1999 and 1998 Groups are
identical.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant selected by the directors for the current year is
Arthur Andersen LLP, independent public accountants. Representatives of Arthur
Andersen LLP are expected to be present at the Meeting and will have the
opportunity to make a statement if they wish to do so, and are expected to be
available to respond to appropriate questions.
VOTE REQUIRED; OTHER MATTERS
The affirmative vote of the holders of a majority of the shares which are
present in person or represented by proxy at the Meeting is required to elect
directors and approve the Share Option Plan of 2000 and any other matters
properly brought before the Meeting. Shares represented by proxies which are
marked "withhold authority" with respect to the election of any one or more
nominees as directors and proxies which are marked to abstain or vote against
the Share Option Plan of 2000 or to deny discretionary authority on other
matters will be counted for the purpose of determining the number of shares
represented by proxy at the Meeting. Such proxies will thus have the same
effect as if the shares represented thereby were voted against such nominee or
nominees and against the Share Option Plan of 2000 and against such other
matters, respectively. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present and entitled to vote
with respect to that matter.
The Company knows of no other matters to be presented for consideration at the
Meeting. If any other matters are properly brought before the Meeting, the
persons named in the accompanying proxy intend to vote or act with respect to
them in accordance with their best judgment.
-23-
<PAGE>
SHAREHOLDER PROPOSALS
Written proposals of shareholders to be included in the Proxy Statement and
Proxy for the next Annual Meeting of Shareholders must have been received at
the Company's principal executive office, 3050 Spruce Street, St. Louis,
Missouri 63103, no later than December 1, 2000. Upon receipt of any such
proposal, the Company will determine whether or not to include such proposal
in the Proxy Statement and Proxy in accordance with regulations governing the
solicitation of proxies.
Under the Company's By-laws, in order for a shareholder to nominate a
candidate for director, or to bring other business before a shareholders'
meeting, timely notice must be given to and received by the Company in advance
of the meeting. In the case of an annual meeting, ordinarily, such notice must
be given and received not less than 90 nor more than 120 days before the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, then such notice
must be given by the shareholder and received by the Company not earlier than
the opening of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement
of such meeting is first made. In certain cases, notice may be delivered and
received later if the number of directors to be elected to the Board of
Directors is increased. In the case of a nomination, the shareholder
submitting the notice must describe various matters as specified in the
Company's By-laws, including the name and address of each proposed nominee,
his or her occupation and number of shares held, and certain other
information. In the case of a proposal of other business, the notice must
include a description of the proposed business (which must otherwise be a
proper subject for action by the shareholders), the reasons therefor and other
matters specified in the Company's amended By-laws.
In the case of special meetings of shareholders, only such business will be
conducted, and only such proposals will be acted upon, as are brought pursuant
to the notice of the meeting. In the event the Company calls a special meeting
of shareholders to elect one or more directors, any shareholder may nominate a
candidate, if such shareholder complies with the timing and notice
requirements contained in the By-laws. Proposals of other business may be
considered at a special meeting requested in accordance with the By-laws only
if the requesting shareholders give and the Company receives a notice
containing the same information as required for an annual meeting at least 30
days prior to the earlier of the time the person so designated calls the
meeting pursuant to Section 2.02 of the By-laws or the day on which public
announcement of the date of the meeting is first made.
In the case of an annual or special meeting, the shareholder proponent must be
a shareholder of the Company who was a shareholder of record both at the time
of giving of notice and at the time of the meeting and who is entitled to vote
at the meeting. Any such notice must be given to the Secretary of the Company,
whose address is 3050 Spruce Street, St. Louis, Missouri 63103. Any
shareholder desiring a copy of the Company's Certificate of Incorporation, as
amended, or amended By-laws will be furnished a copy without charge upon
written request to the Secretary.
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The time limits described above also apply in determining whether notice is
timely for purposes of Rule 14a-4(c) under the Securities Exchange Act of 1934
relating to exercise of discretionary voting authority, and are separate from
and in addition to the Securities and Exchange Commission's requirements that
a shareholder must meet to have a proposal included in the Company's proxy
statement for an annual meeting.
In each case, the proposals or notices described above must be submitted in
writing to Michael R. Hogan, Secretary, Sigma-Aldrich Corporation, 3050 Spruce
Street, St. Louis, Missouri 63103.
By Order of the Board of
Directors,
[Signature]
Michael R. Hogan, Secretary
March 30, 2000
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Attachment A
SIGMA-ALDRICH CORPORATION SHARE OPTION PLAN OF 2000
1. Purpose of the Plan.
The Sigma-Aldrich Corporation Share Option Plan of 2000 (the "Plan") is
intended to provide an incentive to, and to encourage ownership of the common
stock, par value $1.00 (the "Common Stock"), of Sigma-Aldrich Corporation, a
Delaware corporation ("Company"), by, selected employees of the Company and
its subsidiaries. Certain options granted hereunder may qualify as incentive
stock options ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and other options
granted hereunder may not qualify as Incentive Stock Options ("Nonqualified
Stock Options"), as determined in each instance by the Committee referred to
in Paragraph 4 (the "Committee").
2. Stock Subject to the Plan.
A total of 4,500,000 shares of the authorized but unissued Common Stock have
been allocated to the Plan and will be reserved for issue upon the exercise of
options granted under the Plan. The Company may, in its discretion, use shares
held in the treasury in lieu of authorized but unissued shares. If any such
option shall expire or terminate for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for
the purposes of the Plan. Any shares of Common Stock issued pursuant to the
Plan which are used by an optionee as full or partial payment to the Company
of the purchase price of shares of Common Stock upon exercise of a stock
option shall again be available for the purposes of the Plan. The number of
shares with respect to which options may be granted to any individual during
any calendar year may not exceed 200,000 shares.
3. Administration.
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or times at
which, options shall be granted and the number of shares to be subject to each
option. In making such determinations the Committee may take into account the
nature of the services rendered by the respective individuals, their present
and potential contributions to the Company's success and such other factors as
the Committee, in its discretion, shall deem relevant. Subject to the express
provisions of the Plan, the Committee shall also have plenary authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective stock
option agreements or certificates (which need not be identical) and to make
all other determinations necessary or advisable for the administration of the
Plan. The Committee's determinations on the matters referred to in this
Paragraph 3 shall be final, binding and conclusive. Except to the extent
prohibited by applicable law, the Committee may grant to one or more of its
members or to any person(s) selected by it, subject to revocation or
modification by the Committee, the authority to grant options under the Plan
to eligible persons described in Paragraph 5 hereof, except that the no such
person may be
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delegated authority to grant options to any employee who is subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act of 1934
or who is a "covered employee" within the meaning of Section 162(m)(3) of the
Code.
4. The Committee.
The Committee shall consist of two or more directors appointed by the Board of
Directors, which may from time to time appoint members of the Committee in
substitution for members previously appointed and may fill vacancies, however
caused, in the Committee. The Board shall select a chairman of the Committee.
The Committee shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members
present at any meeting at which there is a quorum. Any decision or
determination reduced to writing and signed by all of the members shall be
fully as effective as if it had been made by a majority vote at a meeting duly
called and held. The Committee may appoint a secretary, shall keep minutes of
its meetings and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.
5. Eligibility.
Options may be granted to employees, consultants or advisors of the Company or
its subsidiaries selected by the Committee, which may include officers,
whether or not they are directors, but does not include directors who are not
also executive employees of the Company, or a subsidiary thereof, but may
include directors of subsidiaries which are organized under laws outside the
United States; provided that Incentive Stock Options may only be granted to
employees of the Company and its subsidiaries. The term "subsidiary" shall
mean any corporation, partnership, limited liability company or other entity
(other than the Company), in an unbroken chain of entities beginning with the
Company if, at the time of the granting of the option, each of the entities
other than the last entity in the unbroken chain owns equity possessing 50% or
more of the total combined voting power of all classes of equity in one of the
other entities in such chain, or such other meaning as may be hereafter
ascribed to it in Section 424 of the Code.
6. Option Prices.
The purchase price of the Common Stock under each option shall not be less
than 100% of the fair market value of the stock on the date of the grant of
the option. "Fair market value" shall generally mean the average between the
high and low selling prices of the Company's Common Stock as traded on The
Nasdaq Stock Market on the date of determination or, if there were no sales on
such date, the last quoted selling price on the nearest day after the relevant
date, as determined by the Committee; provided, however, that the Committee
may adopt any other criterion for the determination of such fair market value
as it may determine to be appropriate. The purchase price is to be paid in
full upon the exercise of the option, either (i) in cash, (ii) in the
discretion of the Committee, by the tender, either actually or by attestation,
to the Company of shares of the Common Stock of the Company, owned by the
optionee and registered in his name, having a fair market value, as defined
above, on the date of exercise equal to the cash exercise price of the option
being exercised, or (iii) in the discretion of the Committee, by any
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combination of the payment methods specified in clauses (i) and (ii) hereof;
provided that, no shares of Common Stock may be tendered in exercise of an
Incentive Stock Option if such shares were acquired by the optionee through
the exercise of an Incentive Stock Option unless (i) such shares have been
held by the optionee for at least one year and (ii) at least two years have
elapsed since such Incentive Stock Option was granted. In addition, the
optionee may effect a "cashless exercise" of an option in lieu of paying the
option price in cash or shares owned by the optionee, provided that such
"cashless exercise" is facilitated through a third party, other than the
Company, in accordance with the rules and procedures adopted by the Committee.
Further, the Committee, in its discretion, may approve such other methods or
forms of payment of the purchase price, and establish rules and procedures
therefor. The proceeds of sale of stock subject to option are to be added to
the general funds of the Company or to the shares of the Common Stock of the
Company held in its Treasury, and used for such corporate purposes as the
Board of Directors shall determine.
7. Option Amounts.
The maximum aggregate fair market value (determined at the time an option is
granted in the same manner as provided for in Paragraph 6 hereof) of the
Common Stock of the Company with respect to which Incentive Stock Options are
exercisable for the first time by any optionee during any calendar year (under
all plans of the Company and its subsidiaries) shall not exceed $100,000.
8. Exercise of Options.
(a) The term of each option shall be not more than ten (10) years from the
date of granting thereof or such shorter period as is prescribed in Paragraph
9 hereof; provided, however, that notwithstanding such ten-year limitation,
the Committee shall be authorized and empowered to grant, in its discretion,
Nonqualified Stock Options with option terms of up to but not exceeding
seventeen (17) years from the date of grant to eligible persons described in
Paragraph 5 hereof who are located outside the United States. Within such
limit, options will be exercisable at such time or times, and subject to such
restrictions and conditions, as the Committee shall, in each instance,
approve, which need not be uniform for all optionees; provided, however, that
except as provided in Subparagraph (b) of this Paragraph 8 or Paragraph 9
hereof, no option may be exercised at any time unless the optionee is then an
employee of the Company or a subsidiary and has been so employed continuously
since the granting of the option. Upon exercise of an option the Committee
shall withhold a sufficient number of shares to satisfy the Company's
withholding obligations for any taxes incurred as a result of such exercise,
based on the fair market value thereof, as defined above, as of the date taxes
are required to be withheld; provided, that in lieu of all or part of such
withholding, the optionee may pay an equivalent amount of cash to the Company.
(b) Notwithstanding any other provision of the Plan, unless otherwise provided
by the Committee in the option agreement or certificate, each outstanding
option shall become immediately and fully exercisable for a one (1) year
period following the date of a "Change of
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Control" but in no event beyond the specified term of such options; provided
that, after such one (1) year period, the normal option exercise provisions of
the Plan and such option shall govern; and provided further, that in the event
an optionee's employment with the Company or any subsidiary is terminated
within two (2) years of a Change of Control, all outstanding stock options of
such optionee at the date of termination shall be exercisable for a period of
six (6) months beginning on the date of termination but in no event beyond the
specified term of such options. The option agreements or certificates may
contain such other or different provisions as the Committee, in its
discretion, may approve in addition to, or in lieu of, this Subparagraph (b)
of Paragraph 8. In addition, the Committee shall have the authority, in its
discretion, to accelerate the vesting and permit the immediate exercisability
of outstanding options under such other circumstances as it may deem
appropriate.
(c) "Change of Control," as used in Paragraph 8(b) shall be deemed to have
occurred if any individual, corporation, partnership or other person or
entity, together with its Affiliates and Associates, acquires as the
Beneficial Owner more than thirty-five percent (35%) in the aggregate of the
voting power of outstanding shares of capital stock of the Company entitled to
vote in the election of Directors, and within a 400-day period thereafter a
majority of Directors elected to the Board of Directors of the Company, or a
majority of the persons constituting a group authorized to hire or terminate
employment of officers, if other than the Board, are different from the
Directors or persons constituting the Board or group just prior to the start
of such period or a group other than the Board is created to hire or terminate
employment of officers. The terms "Affiliates," "Associate" and "Beneficial
Owner" as used in this Paragraph 8(c) shall be defined by reference to the
Securities Exchange Act of 1934, as amended, and the rules and regulations in
effect thereunder.
9. Termination of Employment.
(a) Except as otherwise provided in Paragraph 8 or this Paragraph 9, if,
during the initial period during which no portion of an option may be
exercised (the "Non-Exercise Period"), the optionee's employment with the
Company and every subsidiary of the Company shall terminate for any reason,
the optionee's right to exercise the option shall terminate and all rights
thereunder shall cease.
(b) If the Non-Exercise Period shall have elapsed and the optionee's
employment with the Company and every subsidiary of the Company shall have
been terminated by the Company thereafter without cause (as hereinafter
defined) or shall terminate because of the retirement of an optionee on a
permitted Retirement Date from the Company and all subsidiaries, the optionee
shall have the right to exercise the unexercised portion of the option at any
time during a period of twelve (12) months after the date of termination or
retirement, in whole or in part, to the extent the optionee could have
exercised such option had the optionee remained in the employ of the Company
during the twelve (12) month period. The unexercised portion of the option
shall terminate no later than twelve (12) months after an optionee ceases to
be an employee for any of the foregoing reasons, and any unexercised portion
shall terminate immediately if and when the optionee becomes an employee,
agent or principal of a competitor of the Company, or of any subsidiary of the
Company, without the consent of the Company.
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If an optionee dies within such twelve (12) month period at a time when the
optionee is not an employee, agent or principal of a competitor of the Company
or of any subsidiary (or when the Company has consented to such relationship
with a competitor), the option may be exercised at any time during the period
of twelve (12) months after the date of the death of the optionee by a
designee, for the number of shares which the deceased optionee could have
acquired by the exercise of such option had the deceased optionee survived for
the twelve (12) month period, without regard to the requirement of exercise
within twelve (12) months after termination of employment.
For purposes of this Plan, the term "designee" means the deceased optionee's
personal representative or any person who acquired the right to exercise such
option by bequest or inheritance or by reason of the laws of descent and
distribution. The term "Retirement Date" shall have the meaning set forth in
the Employees' Retirement Plan or any successor plan, as in effect from time
to time, of the optionee's employer, and shall include, where applicable, the
Normal Retirement Date, the Early Retirement Date, and Retirement By Reason of
Disability as defined in such Plan, or, if the optionee's employer has no such
plan, the term shall have the meaning set forth in the Federal Social Security
Act, as in effect from time to time.
(c) If the Non-Exercise Period shall have elapsed and an optionee dies or is
totally and permanently disabled while in the employ of the Company or any
subsidiary, the option may be exercised by the optionee or by his or her
personal representative at any time during the twelve (12) month period after
the date of such death or disability for the total number of shares which were
or would have become exercisable under the option, but only to the extent the
optionee could have exercised such option had he or she remained in the employ
of the Company for the twelve (12) month period. For this purpose a person
shall be deemed to be disabled if he or she is permanently and totally
disabled within the meaning of Section 422(c)(6) of the Code, which, as of the
date hereof, shall mean that he or she is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months.
(d) If the Non-Exercise Period shall have elapsed and an optionee's employment
is terminated by the Company and every subsidiary for cause, any unexercised
portion of any option granted to the optionee shall terminate with his or her
termination of employment. As used herein, the term "cause" means (a) the
failure of the optionee to carry out the duties assigned as a result of
incompetence or willful neglect, or (b) such other reasons, including the
existence of a conflict of interest or the commission of a crime, as the
Committee may determine.
(e) If the Non-Exercise Period shall have elapsed and an optionee voluntarily
terminates employment with the Company and every subsidiary for any reason
other than the retirement of an optionee on the Retirement Date, any
unexercised portion of an outstanding option shall terminate with the
termination of employment.
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(f) No transfer of an option by the optionee pursuant to subparagraphs (b) and
(c) above by will or by the laws of descent and distribution shall be
effective unless the Company shall have been furnished with written notice
thereof and a copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the designee or designees of the terms and conditions of the option. In the
event of disability, the Committee may demand medical records and/or such
other evidence as it deems necessary to establish the total and permanent
disability of the optionee and, in the absence of such evidence, may refuse to
permit the exercise of any option later than three (3) months after the date
of termination of employment. Under no circumstances shall the right of any
such designee to exercise any such option extend beyond the twelve (12) month
period from date of death.
(g) Nothing in this Paragraph 9 shall be construed to permit the exercise of
an option beyond the specified term of such option.
(h) Options granted under the Plan shall not be affected by any change of
employment so long as the holder continues to be an employee of the Company or
a subsidiary thereof. If a subsidiary of the Company ceases to be a subsidiary
of the Company, an optionee who is employed by such former subsidiary and is
no longer employed by either the Company or any current subsidiary of the
Company shall be deemed to have terminated employment with the Company and
every subsidiary of the Company and such termination shall be deemed to have
been made by the Company without cause.
(i) Notwithstanding the foregoing Subparagraphs (a) through (h) of this
Paragraph 9, the option agreements or certificates may contain such other or
different provisions as the Committee, in its discretion, may approve in
addition to, or in lieu of, the forgoing Subparagraphs of this Paragraph 9,
and may contain such provisions as the Committee, in its discretion, shall
approve with reference to the effect of approved leaves of absence.
10. Non-Transferability of Options.
Each option granted under the Plan shall, by its terms, be non-transferable
otherwise than by will or the laws of descent and distribution and an option
may be exercised, during the lifetime of the holder thereof, only by him;
provided, however, that the Committee may, in its sole discretion permit an
optionee to transfer a Nonqualified Stock Option to such persons or entities
as the Committee may approve, in its discretion. In the event of any such
transfer, the option shall still be subject to the provisions of Paragraphs 8
and 9 hereof concerning the exercisability during the optionee's employment.
11. Successive Option Grants.
Successive option grants may be made to any holder of options under the Plan.
12. Investment Purpose.
Each option under the Plan shall be granted only on the condition that all
purchases of stock thereunder shall be for investment purposes, and not with a
view to resale or distribution, except
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that the Committee may make such provision with respect to options granted
under this Plan as it deems necessary or advisable for the release of such
condition upon the registration with the Securities and Exchange Commission of
stock subject to the option, or upon the happening of any other contingency
warranting the release of such condition.
13. Adjustments Upon Changes in Capitalization or Corporate Acquisitions.
In the event of increases or decreases in the outstanding Common Stock, or
such shares are exchanged or changed, by reason of any stock dividend, stock
split, reverse stock split, reclassification, recapitalization, merger,
consolidation, reorganization, split-up, spin-off, combination or exchange of
shares or the like, and, in the event of any such increase, decrease, exchange
or change in the outstanding Common Stock, (i) the aggregate number, kind and
class of shares available for issuance under the Plan, (ii) the maximum number
of shares as to which options may be granted to any individual, and (iii) the
number, kind and class of shares subject to outstanding options and the
exercise prices of such options, shall be appropriately and proportionately
adjusted or substituted by the Committee, whose determination shall be final,
binding and conclusive; provided that the number of shares subject to any
award shall always be a whole number. Notwithstanding the foregoing: (1) in
the event the Company or a subsidiary enters into a transaction described in
Section 424(a) of the Code with any other corporation, the Committee may, in
its discretion, grant options to employees or former employees of such
corporation in substitution of options previously granted to them upon such
terms and conditions as shall be necessary to qualify such grant as a
substitution described in Section 424(a) of the Code; and (2) in the event of
a special, non-recurring distribution with respect to the Company's Common
Stock, the Committee may, in its discretion, adjust the number of shares
subject to each option and the option price per share in such manner as the
Committee deems just and equitable to reflect such distribution, but in no
event shall the total number of shares of Common Stock used under the Plan
exceed the number authorized under Paragraph 2.
14. Amendment and Termination.
Either the Board of Directors or the Committee may at any time terminate the
Plan, or make such modifications of the Plan as it shall deem advisable;
provided, however, that neither the Board of Directors nor the Committee may,
without further approval by the holders of Common Stock, increase the maximum
numbers of shares as to which options may be granted under the Plan (except
under the anti-dilution provisions hereof). No termination or amendment of the
Plan may, without the consent of the optionee to whom any option shall
theretofore have been granted, adversely affect the rights of such optionee
under such option.
15. Effectiveness of the Plan.
The Plan shall become effective upon adoption by the Board of Directors or the
Committee subject, however, to its further approval by the shareholders of the
Company given within twelve (12) months of the date the Plan is adopted by the
Board of Directors or the Committee at a regular meeting of the shareholders
or at a special meeting duly called and held for such purpose. Grants of
options may be made prior to such shareholder approval but all option grants
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made prior to shareholder approval shall be subject to the obtaining of such
approval and if such approval is not obtained, such options shall not be
effective for any purpose.
16. Time of Granting of Options.
An option grant under the Plan shall be deemed to be made on the date on which
the Committee (or other person to whom the Committee shall have delegated
authority pursuant to Paragraph 3 hereof) makes an award of an option to an
eligible employee of the Company or its subsidiaries (but in no event prior to
the adoption of the Plan by the Board of Directors), provided that such option
is evidenced by a written option agreement or certificate duly executed on
behalf of the Company and on behalf of the optionee within a reasonable time
after the date of the action of the Committee (or other person to whom the
Committee shall have delegated authority pursuant to Paragraph 3 hereof).
17. Term of Plan.
This Plan shall commence on the date specified herein, and subject to
Paragraph 15, shall remain in effect thereafter. Options outstanding at the
termination of the Plan shall continue in full force and effect and shall not
be affected thereby.
18. Indemnification and Exculpation
Each person who is or shall have been a member of the Board of Directors or of
the Committee (and each such person to whom the Committee shall have delegated
authority pursuant to Paragraph 3 hereof) shall be indemnified and held
harmless by the Company against and from any and all loss, cost, liability or
expense that may be imposed upon or reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding to which the person may
be a party or in which they may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
them in settlement thereof (with the Company's written approval) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except a judgment based upon a finding of his or her bad faith; subject,
however, to the condition that upon the institution of any claim, action, suit
or proceeding against them, they shall in writing give the Company an
opportunity, at its own expense, to handle and defend the same before
undertaking to handle and defend it on their own behalf. The foregoing right
to indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power that the
Company may have to indemnify or hold such person harmless.
Each member of the Board of Directors or of the Committee (and each such
person to whom the Committee shall have delegated authority pursuant to
Paragraph 3 hereof), and each officer and employee of the Company, shall be
fully justified in relying or acting upon any information furnished to or on
behalf of the Company by any person or persons, other than said individual, in
connection with the administration of the Plan. In no event shall any person
who is or shall have been a member of the Board of Directors or of the
Committee (or any such person to whom the
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Committee shall have delegated authority pursuant to Paragraph 3 hereof), or
an officer or employee of the Company, be liable for any determination made or
other action taken or any omission to act in reliance upon any such
information, or for any action (including the furnishing of information) taken
or any failure to act, if in good faith.
19. Miscellaneous.
(a) Nothing in the Plan or in any option agreement or certificate granted
pursuant to the Plan shall confer on any individual any right to continue in
the employ of the Company or any subsidiary or interfere in any way with the
right of the Company or any subsidiary thereof to terminate his or her
employment at any time, with or without cause.
(b) The holder of an option shall have none of the rights of a shareholder
with respect to the shares subject to option until such shares shall be issued
to him or her upon the exercise of such option.
(c) This Plan and all award agreements or certificates made and actions taken
hereunder and thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard for conflicts of laws
principles thereof.
(d) In the event any provision of this Plan or any option agreement or
certificate hereunder shall be held illegal or invalid for any reason, the
illegality or invalidty shall not affect the remaining provisions of this Plan
or such agreement, and this Plan and such agreement or certificate shall be
construed and enforced as if the illegal or invalid provision had not been
included.
(e) The granting of awards and the issuance of shares of Common Stock under
this Plan shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies or bodies as may be required.
(f) Captions are provided for convenience only, and shall not serve as a basis
for interpretation or construction of this Plan or any option agreement or
certificate.
* * *
The foregoing Plan was approved and adopted by the Board of Directors of the
Company on February 15, 2000.
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IF YOU WISH TO VOTE BY TELEPHONE OR INTERNET,
PLEASE READ THE INSTRUCTIONS BELOW
[LOGO] VOTE BY PHONE - 1-800-690-6903
SIGMA-ALDRICH Use any touch-tone telephone to vote your
-------------
CORPORATION proxy 24 hours a day, 7 days a week. Have
your proxy card in hand when you call. You
P.O. BOX 9079 will be prompted to enter your 12-digit
FARMINGDALE, N.Y 11735-9769 Control Number, which is located below, and
then follow the simple instructions the Vote
Voice provides you.
VOTE BY INTERNET - WWW.PROXYVOTE.COM
Use the Internet to vote your proxy 24 hours
a day, 7 days a week. Have your proxy card in
hand when you access the website. You will be
prompted to enter your 12-digit Control
Number, which is located below, to obtain
your records and create an electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and
return it in the postage-paid envelope we've
provided or return it to SIGMA-ALDRICH, c/o
ADP, 51 Mercedes Way, Edgewood, NY 11717.
If you vote by phone or vote using the
Internet, please do not mail your proxy.
THANK YOU FOR VOTING.
March 30, 2000
Dear Shareholder:
The annual meeting of Shareholders of Sigma-Aldrich Corporation will be held at
Mercantile Bank, 721 Locust Street, St. Louis, Missouri 63101 at 11.00 a.m. on
Tuesday, May 2, 2000.
It is important that your shares are represented at this meeting. Whether or not
you plan to attend the meeting, please review the enclosed proxy materials. You
may sign, date and return this proxy card or you may vote by telephone or via
Internet.
<TABLE>
<S> <C>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. SIGALD KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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SIGMA-ALDRICH CORPORATION
For address changes and/or comments, please check [_]
this box and write them on the back where indicated.
The Board of Directors recommends a vote FOR the following: For Withhold For All To withhold authority to vote,
Vote On Directors All All Except: mark "For All Except" and write
the nominee's number on the line
below.
1. ELECTION OF DIRECTORS: 01) Carl T. Cori, 02) Nina V. Fedoroff, [_] [_] [_]
03) David R. Harvey, 04) David M. Kipnis, 05) Andrew E. Newman, __________________________________
06) William C. O'Neil, Jr., 07) Jerome W. Sandweiss, 08) D. Dean
Spatz, and 09) Thomas N. Urban
For Against Abstain
2. Approval of the Company's Share Option Plan of 2000. [_] [_] [_]
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement, each dated March 30,
2000, and hereby revokes all proxies heretofore given by the undersigned for said meeting. This proxy may be revoked prior to its
exercise.
This proxy will be voted FOR item 1 and FOR item 2 unless otherwise directed, and in the discretion of the proxies on whatever other
business may properly come before the meeting.
If stock is owned in joint names all owners must sign. If signing for estates, trusts or corporations, please indicate title or
capacity.
---------------------------------------------------- ---------------------------------------------
---------------------------------------------------- ---------------------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
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</TABLE>
<PAGE>
SIGAL2 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
- --------------------------------------------------------------------------------
PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE
(To be signed on reverse side)
By signing on the reverse, the shareholder(s) hereby appoint(s) ANDREW E. NEWMAN
and WILLIAM C. O'NEIL, JR., or either of them, the true and lawful attorneys-in-
fact agents and proxies, with the power of substitution and revocation, as their
representatives at the Annual Meeting of Shareholders of SIGMA-ALDRICH
CORPORATION to be held at Mercantile Bank, 721 Locust Street, St. Louis,
Missouri 63101 on May 2, 2000, at 11:00 A.M., Central Daylight Time (including
all adjournments thereof), and there to vote all shares of stock which the
shareholder is entitled to vote, with all powers which the shareholder would
possess if personally present.
You are encouraged to specify your choices by marking the _____________________
appropriate boxes on the reverse side. Shares represented
by this proxy when properly executed will be voted as _____________________
directed or, if directions are not indicated, will be
voted in accordance with the Board of Directors' _____________________
recommendations. The Proxies cannot vote your shares (change of address)
unless you sign and return this card.
(If you have given a change of address, please mark the
corresponding box on the reverse side of this card.)
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