<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12.
</TABLE>
LIBBEY INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
LIBBEY INC.
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
- --------------------------------------------------------------------------------
MEETING DATE
MAY 4, 2000
---------------------------------------------------------------
--------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
Please mark, date and sign the enclosed proxy card and promptly
return it to the Company in the enclosed envelope.
[LIBBEY LOGO]
<PAGE> 3
LIBBEY INC.
P.O. BOX 10060
300 MADISON AVENUE
TOLEDO, OHIO 43699-0060
-------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------------------------------------------------------------
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Libbey
stockholders which will be held Thursday, May 4, 2000, at 2:00 p.m. in the
Belvedere Room at The Toledo Club, 235 14th Street (Madison Avenue and 14th
Street), Toledo, Ohio.
At the meeting, stockholders will elect two directors for a term of three
years and will transact such other business as may properly come before the
meeting.
The close of business on March 15, 2000 is the record date for voting at
the meeting. Only stockholders owning the Company's common stock, par value $.01
per share, on the record date are entitled to notice of, and to vote at, the
Annual Meeting.
Please sign, date and return your Proxy in the enclosed envelope as soon as
possible so that your shares can be voted at the meeting. If the shares are held
in more than one name, all holders of record should sign.
Management sincerely appreciates your support.
By Order of the Board of Directors,
John F. Meier
Chairman of the Board and Chief
Executive Officer
Arthur H. Smith
Secretary
March 30, 2000
Toledo, Ohio
<PAGE> 4
LIBBEY INC.
PROXY STATEMENT
This statement is furnished in connection with the solicitation on behalf
of the Board of Directors of Libbey Inc., a Delaware corporation ("Libbey" or
"Company"), of proxies for use at the Annual Meeting of Stockholders of the
Company ("Annual Meeting"), to be held in the Belvedere Room at The Toledo Club,
235 14th Street (Madison Avenue and 14th Street), Toledo, Ohio on May 4, 2000 at
2:00 p.m. and at any and all adjournments thereof. It is anticipated that the
mailing to stockholders of this Proxy Statement and the enclosed proxy will
commence on or about March 30, 2000. A complete list of stockholders entitled to
vote at the Annual Meeting will be maintained at the Company's principal
executive offices at 300 Madison Avenue, Toledo, Ohio for a period of at least
ten days prior to the Annual Meeting.
Only stockholders of record at the close of business on March 15, 2000 will
be entitled to vote at the meeting. At such date, there were 15,220,126 shares
of the Company's common stock outstanding. Each share of common stock is
entitled to one vote. The holders of a majority of the total shares issued and
outstanding, whether present in person or represented by proxy, will constitute
a quorum for the transaction of business at the meeting. Votes cast in person or
by proxy will be tabulated by the inspectors of election appointed for the
meeting and will determine whether or not a quorum is present. Abstentions will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the matter to which the abstention applies. 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 common stock outstanding on the record
date held by the trustee under the Company's Stock Purchase and Supplemental
Retirement Plan, Stock Purchase and Retirement Savings Plan and Long-Term
Savings Plan & Trust will be voted by the trustee in accordance with written
instructions from participants in such plans or, as to those shares for which no
instructions are received, in a uniform manner as a single block in accordance
with the instructions received with respect to the majority of shares of each
respective plan for which instructions were received.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and By-Laws provide that the
Board of Directors ("Board of Directors" or "Board") is divided into three
classes. Each year the stockholders are asked to elect the members of a class
for a term of three years.
Currently, the term of office for members of Class I of the Board of
Directors will expire on the date of the Annual Meeting in 2000. The members of
Class I are John F. Meier, Carol B. Moerdyk and Gary L. Moreau. The Board of
Directors has fixed the number of directors to be elected at the 2000 Annual
Meeting at three and has nominated John F. Meier, Carol B. Moerdyk and Gary L.
Moreau for election to Class I. Those persons who are elected directors at the
2000 Annual Meeting will hold office until their terms expire on the date of the
2003 Annual Meeting or until the election and qualification of their successors.
The terms of office of the members of Class II and Class III of the Board of
Directors will expire, respectively, on the date of the Annual Meeting in 2001
and 2002.
So far as the Board has been advised, only the three persons named above as
nominees will be nominated for election as directors at the Annual Meeting. It
is intended that the shares represented by proxies in the accompanying form will
be voted for the election of these three nominees unless authority to so vote is
withheld. The nominees have consented to being named herein and to serve if
elected. If any of them should become unavailable prior to the Annual Meeting,
the proxy will be
1
<PAGE> 5
voted for a substitute nominee or nominees designated by the Board of Directors
or the number of directors may be reduced accordingly. The Board, however,
expects each of the nominees to be available. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. A stockholder
entitled to vote for the election of directors may withhold authority to vote
for all or certain nominees.
The following information, which has been provided by the directors, sets
forth for each of the nominees for election to the Board of Directors and for
each director whose term continues, his or her name, age, principal occupation
and employment during at least the past five years, the name of the corporation
or other organization, if any, in which such occupation and employment is
carried on and the period during which such person has served as a director of
the Company.
2000 NOMINEES (CLASS I):
JOHN F. MEIER, age 52, has been a director of the Company since 1987 and
Chairman of the Board and Chief Executive Officer of the Company since June
1993. Mr. Meier is also a director of Cooper Tire and Rubber Company.
CAROL B. MOERDYK, age 49, has been a director of the Company since February
1998. Ms. Moerdyk is Senior Vice President, North American and Australian
Contract Operations of Boise Cascade Office Products Corporation. She served as
Chief Financial Officer of Boise Cascade Office Products Corporation from 1995
to February 1998. From August 1992 to February 1995, she was Vice President,
Assistant to the General Manager of Boise Cascade Office Products Corporation.
Ms. Moerdyk is a member of the Audit and Compensation Committees.
GARY L. MOREAU, age 45, has been a director of the Company since September
1996. Mr. Moreau is a principal of Pratt's Hollow Advisors, a business
consulting company. Prior to his current position, Mr. Moreau was President and
Chief Executive Officer of Lionel L.L.C. from January 1996 until July 1999. From
1991 until January 1996, Mr. Moreau was President and Chief Operating Officer of
Oneida LTD. Mr. Moreau is a member of the Compensation Committee. Mr. Moreau is
also a director of GSW, Inc.
The Board of Directors unanimously recommends a vote FOR all three
nominees.
CONTINUING DIRECTORS:
PETER C. McC. HOWELL, age 50, has been a director of the Company since
October 1993. Mr. Howell was Chairman and Chief Executive Officer of Signature
Brands USA, Inc. (formerly known as Health o meter, Inc.) from August 1994 to
August 1997. From 1989 to August 1994, Mr. Howell was President, Chief Executive
Officer and a director of Mr. Coffee, inc. Mr. Howell is a member of Class II of
the Board of Directors and a member of the Audit Committee. He is also a
director of Global-Tech Appliances, Inc.
WILLIAM A. FOLEY, age 52, has been a director of the Company since
September 1994. Mr. Foley has been Chairman of the Board, President and Chief
Executive Officer of LESCO, Inc. since October 1994. From July 1993 to October
1994, he was President and Chief Executive Officer of LESCO, Inc. Mr. Foley is a
member of Class III of the Board of Directors and a member of the Compensation
Committee. Mr. Foley is also a director of Dairy Mart Corporation.
TERENCE P. STEWART, age 51, has been a director of the Company since
October 1997. Mr. Stewart is managing partner of Stewart and Stewart, a law firm
based in Washington, D.C. specializing in trade and international law issues,
where he has worked since 1976. Mr. Stewart is a member of Class III of Board of
Directors and a member of the Audit Committee.
RICHARD I. REYNOLDS, age 53, has been a director of the Company since June
1993. Mr. Reynolds has been Executive Vice President and Chief Operating Officer
of the Company since
2
<PAGE> 6
November 1995. From June 1993 to November 1995, Mr. Reynolds was Vice President
and Chief Financial Officer of the Company. He is a member of Class II of the
Board of Directors.
COMPENSATION OF DIRECTORS:
Non-management directors receive a retainer for service on the Board at the
annual rate of $21,000, a fee for attendance at Board meetings of $750 per
meeting and a fee for attendance at committee meetings of $500 per meeting. The
retainer and all fees are payable in cash quarterly or subject to deferral. In
1999, each of the directors except Mr. Moreau elected to defer all or a portion
of the retainer and fees into an account, the value of which is based upon the
value of the Company's common stock plus dividends. Management directors do not
receive additional compensation for service on the Board of Directors.
BOARD MEETINGS AND COMMITTEES OF THE BOARD:
The Board of Directors met nine times during 1999. During 1999, each
incumbent member of the Board of Directors attended 75% or more of the aggregate
number of meetings of the Board and of committees of the Board of which he or
she was a member.
The Board of Directors currently has an Audit Committee and a Compensation
Committee. The Company does not have a nominating committee or any regularly
constituted committee performing the functions of such a committee. The Audit
Committee makes recommendations to the Board of Directors as to the engagement
or discharge of the independent auditors; reviews the plan and results of the
auditing engagement with the independent auditors; reviews the scope and results
of the Company's internal auditing procedures; reviews the adequacy of the
Company's system of internal accounting controls; and directs and supervises
investigations into matters within the scope of its duties. The Audit Committee
met three times during 1999. The Audit Committee is comprised of Mr. Howell, Ms.
Moerdyk and Mr. Stewart.
The Compensation Committee of the Board of Directors is comprised of
directors who are not officers or employees of the Company and are not eligible
to participate in any of the Company's executive compensation programs. The
Compensation Committee has overall responsibility for administering the
executive compensation program of the Company. The Compensation Committee
regularly evaluates the executive compensation program to ensure its
appropriateness in the context of the Company's business and its competitiveness
with the compensation practices of other companies. From time to time, the
Compensation Committee seeks the advice of independent experts in evaluating
plan design, compensation levels and administration. Each year the Compensation
Committee reviews salaries for the executive officers of the Company. The
Compensation Committee is also responsible for administering the stock option
and equity participation plans and certain other incentive compensation plans
covering executive officers. The Compensation Committee met twice during 1999.
The Compensation Committee is comprised of Mr. Foley, Ms. Moerdyk and Mr.
Moreau.
OTHER DIRECTOR INFORMATION:
During 1999, the law firm of Stewart and Stewart, of which Mr. Stewart is a
partner, received fees of approximately $42,500 from the Company for legal
services in connection with various international trade matters. The Company
anticipates that it will continue to utilize the legal services of Stewart and
Stewart in the future in connection with international trade matters.
3
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
by the Company for the last three completed fiscal years to the Company's Chief
Executive Officer ("CEO") and the four most highly compensated executive
officers other than the CEO who were serving as such at the end of 1999
(collectively, including the CEO, the "named executive officers").
SUMMARY COMPENSATION TABLE:
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION ---------------------------------
-------------------------------- AWARDS PAYOUTS
OTHER ----------------------- -------
ANNUAL RESTRICTED SHARES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME & PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) SATION(3) AWARDS OPTIONS PAYOUTS SATION(4)
------------------------- ---- --------- -------- --------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John F. Meier 1999 $440,000 $514,800 0 0 30,000 0 $13,200
Chairman of the Board 1998 $428,750 $167,212 $ 263 0 30,000 0 $12,862
And Chief Executive 1997 $395,000 0 $ 592 0 0 0 $11,850
Officer
Richard I. Reynolds 1999 $312,583 $304,769 $1,370 0 22,000 0 $ 9,378
Executive Vice 1998 $299,063 $ 97,195 $ 228 0 22,000 0 $ 8,971
President and Chief 1997 $275,000 0 $ 223 0 0 0 $ 8,250
Operating Officer
Kenneth G. Wilkes 1999 $195,385 $152,400 $1,094 0 11,500 0 $ 5,800
Vice President and 1998 $179,438 $ 46,653 $ 815 0 11,500 0 $ 5,382
Chief Financial Officer 1997 $165,000 0 $6,353 0 0 0 $ 4,275
L. Frederick Ashton 1999 $179,596 $140,085 $4,777 0 6,500 0 $ 5,388
Vice President, 1998 $172,248 $ 44,784 $ 500 0 6,500 0 $ 5,104
General Sales Manager 1997 $162,896 0 $3,255 0 0 0 $ 4,715
Arthur H. Smith 1999 $188,125 $128,395 $1,243 0 12,500 0 $ 5,522
Vice President, 1998 $175,000 $ 39,812 0 0 12,500 0 $ 5,250
General Counsel and 1997 $161,116 0 $4,524 0 0 0 $ 4,719
Secretary
</TABLE>
- ---------------
(1) Includes amounts deferred at the election of the named executive officer
pursuant to the salary reduction provisions of benefit plans.
(2) The amounts disclosed in this column represent awards under the Libbey Inc.
Senior Management Incentive Plan (the "Senior Management Incentive Plan").
(3) The amounts disclosed in this column represent amounts reimbursed for the
payment of taxes payable with respect to perquisites. In each year, the
aggregate incremental cost of perquisites and other personal benefits for
any executive officer did not exceed the lesser of $50,000 or 10% of base
salary plus bonus.
(4) The amounts disclosed in this column represent matching cash contributions
to the Libbey Inc. Stock Purchase and Retirement Savings Plan, a defined
contribution plan, and the Libbey Inc. Executive Savings Plan, a non-
qualified plan designed to provide similar benefits to the extent such
benefits cannot, under limitations of the Internal Revenue Code, be provided
by the Libbey Inc. Stock Purchase and Retirement Savings Plan.
4
<PAGE> 8
OPTION GRANTS IN 1999:
The following table sets forth information on stock option grants to the
named executive officers during 1999 pursuant to the Company's Stock Option Plan
for Key Employees. The Company has not granted stock appreciation rights to any
of the named executive officers.
<TABLE>
<CAPTION>
GRANT
INDIVIDUAL GRANTS DATE VALUE
----------------------------------------------------------- ----------------
NUMBER OF SHARES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO
GRANTED EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME (#) FISCAL YEAR PRICE DATE PRESENT VALUE(1)
---- ---------------- ------------ -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
John F. Meier................ 30,000 18.24 $31.375 8/25/09 $368,159
Richard I. Reynolds.......... 22,000 13.38 $31.375 8/25/09 $269,983
Kenneth G. Wilkes............ 11,500 6.99 $31.375 8/25/09 $141,128
L. Frederick Ashton.......... 6,500 3.95 $31.375 8/25/09 $ 79,768
Arthur H. Smith.............. 12,500 7.60 $31.375 8/25/09 $153,400
</TABLE>
- ---------------
(1) Options are granted at the fair market value at the date of the grant and
become exercisable to the extent of 40% of the grant on the first
anniversary of the grant and thereafter an additional 20% of the grant
becomes exercisable on each of the second, third and fourth anniversaries of
the grant.
Present value is calculated using the Black-Scholes option pricing model.
Assumptions used in calculating the reported values include (a) an expected
volatility based on the monthly change for the period June 18, 1993 through
the date of the grant (August 24, 1999 in the case of all named executive
officers), (b) a weighted average risk-free rate of return of 6.0%, (c)
dividend yield of 1.0% and (d) a time of exercise of 7 years. No adjustments
were made for non-transferability or forfeiture.
AGGREGATED OPTION EXERCISES AND YEAR-END VALUES:
The following table sets forth information concerning the exercise of stock
options by the named executive officers in 1999 and the aggregate dollar value
of unexercised options held at the end of 1999 by the named executive officers.
The value is based upon a share price of $28.75, the closing price on the New
York Stock Exchange on December 31, 1999.
<TABLE>
<CAPTION>
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE AT FY-END AT FY-END
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
John F. Meier............... 0 0 197,153 53,000 $2,396,785 $9,375
Richard I. Reynolds......... 0 0 158,338 38,400 $2,024,124 $6,000
Kenneth G. Wilkes........... 0 0 81,005 20,100 $ 989,066 $3,188
L. Frederick Ashton......... 2,473 44,437 69,300 11,700 $ 909,938 $2,438
Arthur H. Smith............. 0 0 139,724 21,700 $1,945,803 $3,188
</TABLE>
RETIREMENT PLANS:
The Company maintains a qualified retirement plan, the Libbey Inc. Salaried
Cash Balance Pension Plan ("Salary Plan"), for its salaried employees, including
executive officers, and a Supplemental Retirement Benefit Plan ("SERP"), which
is a non-qualified plan designed to provide substantially identical retirement
benefits to the extent that such benefits cannot, under the limitations of the
Internal Revenue Code, be provided by the Salary Plan. The retirement plans were
amended effective January 1, 1998 so that benefits will no longer be determined
by the highest consecutive three-year annual earnings but will be determined by
annual Company contribution credits equal to a percentage of annual earnings
plus interest. Employees with 10 years of service with Libbey and who are age
55, or who are age 45 and have a combined age and years of service equal to 65,
as of December 1997, will receive commencing upon retirement the greater of
their cash balance account or a special minimum benefit ("Special Minimum
Benefit") computed pursuant to the formula in effect prior to the amendment, for
service prior to December 31, 2007.
5
<PAGE> 9
The following table illustrates the estimated annual retirement benefits
which would be provided by the Special Minimum Benefit under the Salary Plan and
the SERP in various average earnings classifications upon normal retirement at
age 65 for those named executive officers for whom the Special Minimum Benefit
is anticipated to apply, namely Messrs. Meier, Reynolds, Ashton and Smith:
<TABLE>
<CAPTION>
HIGHEST
CONSECUTIVE
THREE-YEAR YEARS OF CREDITED SERVICE
AVERAGE ----------------------------------------------------------------------------
EARNINGS 15 20 25 30 35 40 45
- ----------- -------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 18,808 25,078 31,347 37,617 43,886 46,386 48,886
$ 125,000 24,013 32,018 40,022 48,027 56,031 59,156 62,281
$ 150,000 29,218 38,958 48,697 58,437 68,176 71,926 75,676
$ 175,000 34,423 45,898 57,372 68,847 80,321 84,696 89,071
$ 200,000 39,628 52,838 66,047 79,257 92,466 97,466 102,466
$ 225,000 44,833 59,778 74,722 89,667 104,611 110,236 115,861
$ 250,000 50,038 66,718 83,397 100,077 116,756 123,006 129,256
$ 300,000 60,711 80,949 101,186 121,423 141,660 149,160 156,660
$ 400,000 82,140 109,520 136,900 164,280 191,660 201,660 211,660
$ 450,000 92,854 123,806 154,757 185,709 216,660 227,910 239,160
$ 500,000 103,569 138,091 172,614 207,137 241,660 254,160 266,660
$ 600,000 124,997 166,663 208,329 249,994 291,660 306,660 321,660
$ 700,000 146,426 195,234 244,043 292,851 341,660 359,160 376,660
$ 800,000 167,854 223,806 279,757 335,709 391,660 411,660 431,660
$ 900,000 189,283 252,377 315,471 378,566 441,660 464,160 486,660
$1,000,000 210,711 280,949 351,186 421,423 491,660 516,660 541,660
$1,200,000 253,569 338,091 422,614 507,137 591,660 621,660 651,660
</TABLE>
At December 31, 1999, Messrs. Meier, Reynolds, Wilkes, Ashton and Smith had
total Credited Service under the Salary Plan and the SERP, respectively, of 29
years, 29 years, 6 years, 29 years and 31 years.
The above pension table sets forth benefits calculated on a straight-life
annuity basis and reflects the greater of the regular benefit, the Special
Minimum Benefit or the "grandfathered" benefit available under the formula in
effect prior to January 1, 1989. The regular benefit and the Special Minimum
Benefit do not contain an offset for social security or other amounts, whereas
the "grandfathered" benefit does provide for a partial offset for social
security benefits.
Annual covered earnings include base salary and amounts earned under the
Senior Management Incentive Plan and the covered compensation under the Special
Minimum Benefit of the retirement plan is the highest consecutive three year
average of such amounts. The retirement benefit may be adjusted if the employee
has more or less than 35 years of credited service or retires prior to age 65.
The Salary Plan and the SERP provide for additional benefit accruals beyond age
65 and for annual annuity benefits as well as an optional lump sum form of
benefit. The lump sum option is designed to be equivalent in value to that of
the lifetime annual annuity benefit.
Under the amended retirement plans effective January 1, 1998, each
participant in the plans on December 31, 1997 is credited with an opening cash
balance equal to the single sum amount of the participant's accrued benefit as
of December 31, 1997 based upon retirement at age 65 and actuarial assumptions
as to rate of interest and mortality. For each plan year beginning January 1,
1998, the Company will make an annual contribution credit to the participant's
cash balance account in accordance with the following table and the cash balance
account will be credited with interest annually at the 30-year Treasury
Securities rate in effect in October of the preceding plan year with a minimum
of 5 percent and a maximum of 10 percent. Normal retirement age is 65 under the
amended
6
<PAGE> 10
retirement plans. Company contributions and interest are credited with respect
to service beyond the age of 65. The estimated annual benefit payable to Mr.
Wilkes commencing upon his retirement is $169,421 based upon assumptions that
salary increases will be 3 percent annually, that the target incentives under
the Senior Management Incentive Plan will be earned annually and that the
applicable rate of interest will be 7 percent annually after 1999.
<TABLE>
<CAPTION>
SUM OF AGE CONTRIBUTION PERCENTAGE CONTRIBUTION PERCENTAGE OF
AND YEARS OF COMPENSATION UNDER SOCIAL COMPENSATION AT OR ABOVE
BENEFIT SERVICE SECURITY WAGE BASE SOCIAL SECURITY WAGE BASE
--------------- ------------------------- --------------------------
<S> <C> <C>
0 but less than 30......................... 1.5% 3.0%
30 but less than 34........................ 1.7 3.4
34 but less than 38........................ 1.9 3.8
38 but less than 42........................ 2.1 4.2
42 but less than 46........................ 2.3 4.6
46 but less than 50........................ 2.7 5.4
50 but less than 60........................ 3.2 6.4
60 but less than 70........................ 4.0 8.0
70 but less than 80........................ 5.5 11.0
80 but less than 90........................ 7.0 12.7
90 and over................................ 9.0 14.7
</TABLE>
EXECUTIVE EMPLOYMENT AGREEMENTS:
Libbey has entered into employment agreements with each of the Company's
executive officers, including the named executive officers, that entitle them to
receive their base salaries and to participate in designated benefit plans of
the Company. Each employment agreement also provides that the officer's
employment is not for any specified term and may be terminated at any time. In
addition, each agreement provides that, in the event of the officer's
termination other than for "cause" (as defined in the agreements), payment of
base salary will continue for two years in Mr. Meier's case and one year in the
case of the other executive officers. The employment agreements also provide
that the officer's base salary may be adjusted periodically and that benefit
plans in which the officer is entitled to participate may be adjusted or
terminated by the Company at any time, but that no vested or accrued benefit may
be adversely affected.
CHANGE IN CONTROL AGREEMENTS:
To induce and help assure continuity of management and operations, the
Company has entered into agreements (the "Agreements") with certain executives
including the named executive officers which provide for certain severance
benefits in the event an executive's employment is terminated following a Change
in Control (as defined in the Agreements).
Under the Agreements with the named executive officers, benefits are paid
if, after a Change in Control, the Company terminates a named executive officer
other than for Cause (as defined in the Agreements) or disability or if the
named executive officer terminates employment for "Good Reason" (as specified in
the Agreements) or for any reason within a period of thirty days following the
first anniversary of a Change in Control. These severance benefits include: (a)
the executive's salary through the termination date; (b) severance pay equal to
three times the named executive's annual base salary and three times the greater
of the target annual bonus or the annual bonus for the prior year; (c)
acceleration of the exercisability of stock options; (d) medical and health
benefits for three years following termination reduced to the extent comparable
benefits are received from another employer; (e) outplacement and financial
planning services; and (f) full vesting in, and additional three year accrual of
benefits under, the Company's qualified and non-qualified retirement plans and
any additional amount necessary to provide a minimum lump sum benefit of
$250,000
7
<PAGE> 11
under these plans. The Agreements provide that the benefits are net of any
applicable federal excise tax and that the Company will pay legal fees and
expenses incurred by the named executive to enforce his or her rights under the
Agreements.
COMPENSATION COMMITTEE REPORT:
Compensation Policies Applicable to Executive Officers. The Company's
overall compensation program for salaried employees has been established and is
administered to ensure that employee compensation motivates superior job
performance and the achievement of business objectives. With respect to
executive officer compensation, the policies followed in designing and
administering this component of the overall program are based upon the main
objective of increasing stockholder value through increasing operating income
and return on invested capital. The Compensation Committee (the "Committee")
believes that this can best be accomplished by an executive compensation program
which (1) attracts and retains highly qualified individuals, (2) includes major
components directly linked to increases in recognized measures of stockholder
value and (3) rewards superior performance as measured by financial and
non-financial factors. Compensation for executive officers is currently
deductible for federal income tax purposes and the Committee intends to
structure the Company's compensation and benefit plans to meet the requirements
for continued deduction.
Executive officer compensation consists of annual base salary, annual
incentive awards and long-term compensation set at levels intended to be
competitive within the industry and with companies of comparable size. The
Committee intends to review base salaries annually, and in consultation from
time to time with outside professional advisers, intends to make adjustments
depending upon competitive salary levels, past individual performance as
measured by both qualitative and quantitative factors and the potential for
making significant contributions in the future. The Committee also reviews
periodically the incentive compensation and long-term compensation components of
the executive compensation program and other aspects of the Company's executive
compensation program and arrangements with its executives for appropriateness in
the context of the Company's business and circumstances and for competitiveness
with the compensation practices of other companies. Individual factors can be
expected to be more significant than overall Company performance in a particular
year in determining base salary levels and the rate of increase, while Company
performance can be expected to be more significant in determining short-term and
long-term incentive compensation.
In 1998, Towers Perrin, a nationally recognized compensation and employee
benefits consulting firm, was retained to assist the Company in assessing the
competitiveness of base salary, annual incentive awards and long-term
compensation. In this assignment, Towers Perrin reviewed the Company's executive
compensation program. In conducting this review, it examined several 1998 survey
sources. The Company was compared to 14 companies of comparable size. The peer
group used by the Company to measure the performance of its stock was not used
to compare compensation in view of significant differences between the Company
and the peer group with regard to capital structure and the diversity, size and
scope of the businesses in which various members of the peer group engage. The
1998 Towers Perrin review provided the foundation for the adjustments to base
salaries made in 1999.
The incentive compensation components of the executive compensation program
are designed to provide rewards for past contributions and motivation for future
performance. The performance goals and criteria for these components are tied
directly to factors that the Committee believes will enhance the financial
success of the Company and increase stockholder value. Thus, the total payouts
under the annual incentive plan are determined primarily by the Company's
performance against operating budget goals and in particular growth in operating
income and economic value added ("EVA(R)(1)"). However, qualitative factors such
as progress in implementing the strategic plan and employee commitment to, and
involvement in, Company goals are important elements in determining
- ---------------
1 EVA(R) is a registered trademark of Stern Stewart & Co.
8
<PAGE> 12
payout levels. The Committee believes that these and other qualitative
factors will lead to the increased profitability of the Company and should be
recognized and taken into consideration in determining the payout levels. Total
actual payouts may be adjusted above or below target amounts based upon Company
performance that exceeds or fails to meet pre-established goals. Individual
performance against established goals will affect individual payments.
The annual incentive awards paid with respect to 1999 resulted from the
Company achieving record setting results, substantially in excess of its prior
year and its historic performance. Excluding the effect of capacity realignment
charges, the Company's operating income increased 24.9% in 1999 and EVA(R)
increased 73.7%. With these significant increases having been achieved, annual
incentive awards just short of the maximum payout level were earned.
The Committee believes that an equity participation incentive plan is an
important element of long-term compensation. The value of such plans for the
executive is tied directly to stock price increases and thus provides strong
incentives for increasing stockholder value. The Company currently has two such
plans in effect. The Amended and Restated Libbey Inc. Stock Option Plan for Key
Employees approved by the stockholders in 1995 provides for the granting of
stock options ("the Option Plan"). All but a small percentage of shares
authorized to be issued under the Option Plan have been granted. The 1999 Equity
Participation Plan of Libbey Inc. approved by the stockholders in 1999 permits
the Company to continue to grant stock options to incentivize current employees
and to provide additional flexibility if circumstances of the Company's business
and opportunities warrant different forms of equity participation compensation
to incentivize current employees and attract new executives through awards other
than stock options.
Both plans are broad-based programs covering executive officers and other
management employees. Under these plans, exercise prices are set at market value
on the date of grant to focus management's attention on earnings performance
sustained on a long-term basis. Exercise dates are deferred for one year from
date of grant subject to acceleration in specified instances. To date only
nonqualified stock options have been granted under these plans. The number of
shares covered by option grants is based upon the individual's potential to make
a contribution to the earnings growth of the Company. In 1993, all of the named
executive officers listed in the Compensation Table of this proxy statement
became equity investors in the Company and were granted stock options which are
included in the number of shares awarded under the Option Plan.
Compensation of Chief Executive Officer. The compensation policies
described above apply as well to the compensation of the Chief Executive Officer
("CEO"). The Committee is directly responsible for determining the salary level
of the CEO and for all awards and grants to the CEO under the incentive
components of the compensation program. The overall compensation package for the
CEO is designed to recognize that the CEO bears primary responsibility for
increasing the value of stockholders' investments. Thus, a substantial portion
of the CEO's compensation is incentive-based, providing greater compensation as
direct and indirect financial measures of stockholder value increase.
The Committee believes that the current and changing business and industry
environment requires a high degree of leadership, innovation and prudent risk
taking in order to meet and sustain corporate objectives for increasing
stockholder value. The CEO's compensation is thus structured and administered to
motivate and reward the successful exercise of these qualities.
The annual base salary and target bonus level of the CEO, as with other
executives, is based upon a review, in consultation with the Committee's outside
consultants, of similar positions within the industry and of companies of
comparable size. Base salary was reviewed and adjusted in 1999 effective January
1, 2000. The incentive components of the CEO's compensation package consist of
the annual incentive award and stock options. The factors described above for
all executive officers are also used in determining the level of awards, grants
and payouts under these plans for the CEO.
9
<PAGE> 13
The Committee believes that the CEO's compensation for 1999 was directly
related to the size and the overall performance of the Company as measured by
financial criteria and important qualitative factors. Financial performance
during the year was measured by the Company's performance against operating
budget goals, and in particular by the growth in operating income and EVA(R).
The annual incentive award paid to the CEO with respect to 1999 resulted from
the Company achieving record setting results, substantially in excess of its
historic performance and its prior year with respect to growth in income from
operations and EVA(R). With these significant increases having been achieved,
the Chief Executive Officer, like the other executive officers, earned an annual
incentive award just short of the maximum payout level.
William A. Foley, Chairman
Carol B. Moerdyk
Gary L. Moreau
10
<PAGE> 14
PERFORMANCE GRAPH:
The graph below compares the total stockholder return on Libbey common
stock to the cumulative total return for: the Standard & Poor's SmallCap 600
Index ("S&P SmallCap 600"), a broad market index; the Standard & Poor's SmallCap
Housewares Index, a capitalization-weighted index that measures the performance
of the housewares sector of the Standard & Poor's SmallCap Index
("Housewares-Small") and two peer groups. The indices reflect the year-end
market value of an investment in the stock of each company in the index,
including additional shares assumed to have been acquired with cash dividends,
if any.
Companies in the peer group used by the Company were chosen based upon
their lines of business or product end uses being comparable to those of the
Company. The peer group is limited to those companies for whom market quotations
are available.
The old peer group consisted of Ekco Group Inc., General Housewares Corp.,
Lancaster Colony Corp., Mikasa, Inc., Newell Rubbermaid Inc., Oneida LTD. and
Premark International Inc. During 1999 Ekco Group Inc. and General Housewares
Corp. were acquired by a private corporation and Premark International Inc. was
acquired by a large corporation with very diverse lines of business with the
result that the business of Premark International Inc. as part of the larger
company is no longer fairly comparable to the Company's line of business and
product end uses. Commencing in 2000, the new peer group used by the Company
includes the remaining four companies of the old peer group (namely, Lancaster
Colony Corp., Mikasa, Inc., Newell Rubbermaid Inc. and Oneida LTD.) whose lines
of business or product end uses are comparable to those of the Company and for
whom market quotations are available.
The graph assumes a $100 investment in Libbey stock on January 1, 1995 and
also assumes investments of $100 in each of the S&P SmallCap 600, and the
Housewares-Small indices and both the old and new peer groups, respectively, on
January 1, 1995. The value of these investments on December 31 of each year from
1995 through 1999 is shown in the table below the graph.
LIBBEY PERFORMANCE GRAPH
<TABLE>
<CAPTION>
S&P SMALL CAP HOUSEWARES-
LIBBEY INC. 600 INDEX SMALL NEW PEER GROUP OLD PEER GROUP
----------- ------------- ----------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Dec. 94 100 100 100 100 100
Dec. 95 131.08 129.96 71.43 123.23 119.5
Dec. 96 164.34 157.67 180.76 149.34 165
Dec. 97 222.64 198.01 139.54 205.3 225.78
Dec. 98 173.62 195.42 112.02 193.28 221.13
Dec. 99 174.27 219.66 112.27 153.69 175.83
</TABLE>
INDEXED RETURNS
<TABLE>
<CAPTION>
Base
Period Years Ending
------- -----------------------------------------------
Dec. Dec. Dec. Dec. Dec. Dec.
Company Name/Index 94 95 96 97 98 99
------------------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
LIBBEY INC. 100 131.08 164.34 222.64 173.62 174.27
S&P SMALLCAP 600 INDEX 100 129.96 157.67 198.01 195.42 219.66
HOUSEWARES-SMALL 100 71.43 180.76 139.54 112.02 112.27
NEW PEER GROUP 100 123.23 149.34 205.30 193.28 153.69
OLD PEER GROUP 100 119.50 165.00 225.78 221.13 175.83
</TABLE>
11
<PAGE> 15
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of December 31, 1999 with
respect to any person known to the Company to be the beneficial owner of more
than five percent of its common stock based upon Schedule 13Gs received by the
Company except as otherwise noted and as of March 15, 2000, with respect to each
of the Company's directors and nominees for director, each of the named
executive officers and all directors and executive officers of the Company as a
group and shares held by the trustee of the Company's Stock Purchase and
Retirement Savings Plan, Stock Purchase and Supplemental Retirement Plan and
Long-Term Savings Plan and Trust. The shares owned by the executive officers set
forth below include the shares held in their accounts in the Stock Purchase and
Retirement Savings Plan of the Company. An asterisk indicates ownership of less
than one percent of the outstanding stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1 & 2) OF CLASS
------------------- ------------------------- --------
<S> <C> <C>
Ariel Capital Management, Inc.(3) 3,196,835 20.96
307 North Michigan Avenue
Chicago, IL 60601
Baron Capital Group, Inc.(4) 3,639,100 23.86
767 Fifth Avenue
New York, NY 10153
Capital Guardian Trust Company(5) 1,616,200 10.60
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384
Key Trust Company of Ohio N.A.(6) 816,887 5.37
4900 Tiedeman Road
Brooklyn, Ohio 44144
L. Frederick Ashton 91,211 *
William A. Foley 500 *
Peter C. McC. Howell(7) 1,750 *
John F. Meier(8) 230,417 1.44
Carol B. Moerdyk 900 *
Gary L. Moreau 500 *
Richard I. Reynolds 191,499 1.20
Arthur H. Smith 170,712 1.07
Terence P. Stewart 605 *
Kenneth G. Wilkes 97,406 *
Directors & Executive Officers as a Group 897,361 5.63
</TABLE>
- ---------------
(1) For purposes of this table, a person or group of persons is deemed to have
beneficial ownership of any shares as of a given date which such person has
the right to acquire within 60 days after such date. For purposes of
computing the percentage of outstanding shares held by each person or group
of persons named above on a given date, any security which such person has
the right to acquire within 60 days of such date is deemed outstanding, but
is not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. The information includes all currently
exercisable options granted to Messrs. Meier, Reynolds, Wilkes, Ashton and
Smith. The number of shares beneficially owned includes shares subject to
options as follows: Mr. Meier-197,153; Mr. Reynolds-158,338; Mr.
Wilkes--81,005 Mr. Ashton--69,300; Mr. Smith--137,724, and all executive
officers as a group--730,730.
(2) The table includes the number of equivalent shares of common stock that
Messrs. Meier, Reynolds, Wilkes, Ashton, Smith and all officers as a group
held in the Libbey Stock Purchase and Retirement Savings Plan as of March
15, 2000.
(3) The amended Schedule 13G received by the Company from Ariel Capital
Management, Inc., an investment advisor, and John W. Rogers, Jr., its
President and principal shareholder, dated February 10, 2000, indicates that
as of January 31, 2000 Ariel Capital Management, Inc. is the beneficial
owner of 3,196,835 common shares with sole dispositive power with respect to
3,196,835 common shares and sole voting power with respect to 3,055,360
common shares. The amended schedule further states all securities reported
in the amended schedule are owned by investment advisory clients of Ariel
Capital Management, Inc., no one of which to the knowledge of Ariel Capital
Management, Inc. owns more than 5% of the class. Mr. Rogers disclaims
beneficial ownership of the shares held by Ariel Capital Management, Inc.
12
<PAGE> 16
(4) The amended Schedule 13G dated March 2, 2000, filed by Baron Capital Group,
Inc., BAMCO, Inc., Baron Capital Management, Inc., Baron Asset Fund and
Ronald Baron, indicates as of March 2, 2000 beneficial ownership of
3,639,100 common shares with shared dispositive power with respect to
3,639,100 common shares and shared voting power with respect to 3,639,100
common shares. Baron Capital Group, Inc., a holding company, and Ronald
Baron, President of each of the reporting persons, are reported to hold
beneficial ownership of 3,639,100 common shares with shared dispositive
power with respect to 3,639,100 common shares and shared voting power with
respect to 3,639,100 common shares. BAMCO, Inc and Baron Capital Management,
Inc. are reported to be investment advisors with beneficial ownership of
2,892,500 and 746,600 common shares respectively, with shared dispositive
power with respect to 2,892,500 and 746,600 common shares, respectively, and
shared voting power with respect to 2,892,500 and 746,600 common shares,
respectively. Baron Asset Fund is reported to be an investment company with
beneficial ownership of 2,757,500 common shares with shared dispositive
power with respect to 2,757,500 common shares and shared voting power with
respect to 2,757,500 common shares. Each of the reporting persons disclaim
beneficial ownership of the shares for which they share power.
(5) The Schedule 13G received by the Company from Capital Group International,
Inc., the parent holding company of five investment management companies,
and Capital Guardian Trust Company, indicates that Capital Group
International, Inc. has beneficial ownership of 1,616,200 shares of common
stock with sole dispositive power with respect to 1,616,200 common shares
and sole voting power with respect to 1,283,900 common shares and that
Capital Guardian Trust Company has beneficial ownership of 1,447,000 shares
of common stock with sole dispositive power with respect to 1,447,000 common
shares and sole voting power with respect to 1,114,700 common shares.
Capital Guardian Trust Company, a bank, is the beneficial owner of these
shares as a result of serving as investment manager of various institutional
accounts. Capital Group International, Inc. and Capital Guardian Trust
Company disclaim beneficial ownership.
(6) Key Trust Company of Ohio, N.A., as trustee of the Libbey Inc. Stock
Purchase and Retirement Savings Plan is the beneficial owner of 610,356
common shares, as trustee of the Libbey Inc. Stock Purchase and Supplemental
Retirement Plan is the beneficial owner of 205,260 common shares and as
trustee of the Libbey Inc. Long-Term Savings Plan & Trust is the beneficial
owner of 1,271 common shares. These plans are defined contribution plans for
the Company's employees, each of whom has the right to instruct the trustee
as to the manner in which the equivalent shares of the Company in his or her
account in the Plans are to be voted.
(7) Includes 750 shares held by family members of Mr. Howell. Mr. Howell
disclaims any beneficial interest in such shares.
(8) Includes 8,406 shares held by family members of Mr. Meier. Mr. Meier
disclaims any beneficial interest in such shares.
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors of
the Company has selected Ernst & Young LLP as independent auditors for the
Company for the fiscal year ending December 31, 2000.
A representative of Ernst & Young LLP is expected to attend the Annual
Meeting and will have an opportunity to make a statement if the representative
so desires. The representative will be available to respond to appropriate
questions.
OTHER BUSINESS
As of the date of this Proxy Statement, neither the Board nor management
knows of any other business that will be presented for consideration at the
Annual Meeting. However, if other proper matters are presented at the meeting,
it is the intention of the proxy holders named in the accompanying proxy to take
such action as shall be in accordance with their judgment on such matters. All
other matters to be voted upon by stockholders will require a majority vote of
common stock represented in person or by proxy.
GENERAL INFORMATION
REVOCABILITY OF PROXIES:
Any proxy solicited hereby may be revoked by the person giving it at any
time before it has been exercised at the Annual Meeting by giving notice of
revocation to the Company in writing or at the Annual Meeting.
13
<PAGE> 17
SOLICITATION COSTS:
The Company will pay the cost of preparing and mailing this proxy statement
and other costs of the proxy solicitation made by the Company's Board of
Directors. Certain of the Company's officers and employees may solicit the
submission of proxies authorizing the voting of shares in accordance with the
Board of Directors' recommendations, but no additional remuneration will be paid
by the Company for the solicitation of those proxies. Such solicitations may be
made by personal interview, telephone or telegram. Arrangements have been made
with Corporate Investor Communications, Inc. to perform a broker-nominee search.
Arrangements have also been made with brokerage firms and others for the
forwarding of proxy solicitation materials to the beneficial owners of common
stock, and the Company will reimburse them for reasonable out-of-pocket expenses
incurred in connection therewith.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT:
Section 16(a)of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership (Forms 3, 4 and 5) with the Securities and Exchange Commission and the
New York Stock Exchange. Officers, directors and greater-than-ten-percent
holders are required by SEC regulation to furnish the Company with copies of all
such forms which they file.
Based solely on the Company's review of the copies of Forms 3 and 4 and
amendments thereto received by it during 1999, Forms 5 and amendments thereto
received by it with respect to fiscal 1999, or written representations from
certain reporting persons that no Forms 5 were required to be filed by those
persons, the Company believes that during the fiscal year ending December 31,
1999, all filing requirements applicable to its officers, directors and
greater-than-ten-percent beneficial owners subject to Section 16 of the Exchange
Act were complied with.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING:
A stockholder desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 2001 Annual Meeting must deliver the proposal so that it
is received by the Company no later than November 29, 2000. The Company requests
that all such proposals be addressed to Arthur H. Smith, Vice President, General
Counsel and Secretary, Libbey Inc., 300 Madison Avenue, P.O. Box 10060, Toledo,
Ohio 43699-0060.
REPORTS TO STOCKHOLDERS:
The Company has mailed this Proxy Statement and a copy of its 1999 Annual
Report to each stockholder entitled to vote at the Annual Meeting. Included in
the 1999 Annual Report are the Company's consolidated financial statements for
the year ended December 31, 1999.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, including the financial statement schedules, as filed with
the Securities and Exchange Commission, may be obtained without charge by
sending a written request to Libbey Inc., Attention: Investor Relations, Kenneth
A. Boerger, Vice President and Treasurer, 300 Madison Avenue, P.O. Box 10060,
Toledo, Ohio 43699-0060.
By Order of the Board of Directors,
ARTHUR H. SMITH, Secretary
Toledo, Ohio
March 30, 2000
14
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees WITHOLD AUTHORITY to vote *EXCEPTIONS
listed below for all nominees listed below
The nominees for the board of directors are: John F. Meier, Carol B. Moerdyk and Gary L.
Moreau (INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
"Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions____________________________________________________________________________________
To vote your shares for all Director nominees, mark "For" box on Item 1. To
withhold voting for all nominees mark "Withhold" box. If you do not wish
your shares voted for a particular nominee, enter the name(s) of the
exception(s) in the space provided above.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
Address Change and
or Comments Mark Here
The form must be signed exactly as name(s) appear hereon.
Attorneys-in-fact, executors, trustees, guardians, corporate
officers, etc. should give full title.
Dated:
---------------------------------------------, 2000
----------------------------------------------------------
Signature
----------------------------------------------------------
Signature
SIGN, DATE AND RETURN THE PROXY
CARD IN THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [ ]
- -------------------------------------------------------------------------------------------------
LIBBEY INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of John F. Meier, Richard I. Reynolds, Arthur H.
Smith and Kenneth G. Wilkes, as proxy, with full power of substitution, to vote all shares of
Common Stock of Libbey Inc. held of record by the undersigned on March 15, 2000, at the Annual
Meeting of Stockholders to be held on May 4, 2000, and at any adjournment thereof, upon the
matters referred to on the reverse side and described in the proxy statement furnished
herewith, and in their discretion, upon any other matters which may properly come before the
meeting. IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR THE ELECTION OF ALL LISTED
DIRECTOR NOMINEES AND IN THE PROXIES' DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL LISTED DIRECTOR NOMINEES.
Please sign on the reverse side of this card and return it promptly in the enclosed return
envelope.
(Continued, and please sign on reverse side)
LIBBEY INC.
P.O. Box 11035
NEW YORK, NY 10203-0035
</TABLE>
