<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CORRPRO COMPANIES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:________
(2) Aggregate number of securities to which transaction applies:___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:________________________________________________________
/ / 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:____________________________________________________________
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<PAGE> 2
CORRPRO LOGO
June 17, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held at Hilton Inn West, 3180 West Market Street, Akron, Ohio, at 10:00 a.m.
on Wednesday, July 24, 1996. We hope that you will be able to attend.
This Notice of Annual Meeting of Shareholders and Proxy Statement describe
the matters to be acted upon at the meeting. Regardless of the number of shares
you own, your vote is important. Whether or not you plan to attend the meeting,
we urge you to complete the enclosed proxy card and to sign, date, and return it
in the envelope provided. If you later decide to vote in person at the meeting,
you will have an opportunity to revoke your proxy and vote personally by ballot.
We appreciate your interest and your investment in our Company, and we look
forward to seeing you at the meeting.
Sincerely,
Joseph W. Rog sig
Joseph W. Rog
Chairman of the Board, President and
Chief Executive Officer
<PAGE> 3
CORRPRO LOGO
CORRPRO COMPANIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 24, 1996
The Annual Meeting of Shareholders of Corrpro Companies, Inc. will be held
at Hilton Inn West, 3180 West Market Street, Akron, Ohio at 10:00 a.m. on
Wednesday, July 24, 1996. The purposes of the meeting are:
1. To elect Directors; and
2. To consider and transact any other business that may properly come
before the meeting.
Shareholders of record at the close of business on May 24, 1996 are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Neal R. Restivo Sig
Neal R. Restivo
Senior Vice President,
Chief Financial
Officer,
Secretary and Treasurer
June 17, 1996
<PAGE> 4
CORRPRO COMPANIES, INC.
PROXY STATEMENT
The accompanying Proxy is solicited by the Board of Directors of Corrpro
Companies, Inc. (the "Company") for use at the Annual Meeting of Shareholders to
be held on Wednesday, July 24, 1996, and at any adjournments of that meeting.
If you attend the meeting, you may vote your shares by ballot. If you do
not attend, your shares may still be voted at the meeting if you sign and return
the enclosed Proxy. Common Shares represented by a properly signed card will be
voted in accordance with the instructions marked on the Proxy. If no
instructions are marked, the shares will be voted to elect the nominees listed
below. You may revoke your proxy before it is voted by giving notice to the
Secretary of the Company in writing or orally at the meeting.
This Proxy Statement and the enclosed Proxy are being mailed to
shareholders on or about June 19, 1996.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into two classes, each of whose
members serve for a two-year term. Shareholder approval is sought to elect Barry
W. Schadeck, Warren F. Rogers, and Walter W. Williams to the class of Directors
whose terms expire in 1998. If any Director nominee becomes unable to accept
nomination or election, the persons voting the shares represented by the Proxies
will vote the shares in accordance with their best judgment. The Board of
Directors has no reason to believe that any nominee will be unable to serve.
Under the terms of an employment agreement with Joseph W. Rog, the Company
has agreed to cause him to be nominated as a Director of the Company for so long
as such agreement remains in effect. This agreement expires on March 31, 1998.
NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 1998
BARRY W. SCHADECK, 45, has served as a Director of the Company since April 1993
and as Executive Vice President since July 1995. Mr. Schadeck has served as
President of Corrpro Canada, Inc., a wholly-owned subsidiary of the
Company, since its formation in May 1994. Mr. Schadeck served as President
of the Company's Commonwealth Seager Group subsidiary ("CSG") since April
1993 and Chief Financial Officer of CSG since 1979. Prior to joining CSG,
Mr. Schadeck served as Chief Financial Accountant of Associated Engineering
Services Ltd. for seven years. Mr. Schadeck is a graduate of Northern
Alberta Institute of Technology with a degree in accounting, and received
his designation as a Certified General Accountant in 1978.
WARREN F. ROGERS, 66, is president of Warren Rogers Associates, Inc., a Newport,
Rhode Island firm which provides underground storage tank management and
consulting services including mathematical and statistical modeling. He has
held this position since 1979. In addition, Mr. Rogers served as a Vice
President of the Center for Naval Analysis in Alexandria, Virginia from
1982 to 1989. Mr. Rogers earned a Ph.D. in statistics from Stanford
University and has an M.S. in Operations Research from the U.S. Naval Post-
Graduate School.
WALTER W. WILLIAMS, 62, retired in November 1992 from his position as Chairman
and Chief Executive Officer of Rubbermaid Incorporated, a position he had
held since May 1991. Prior to that time, Mr. Williams served as President
and Chief Operating Officer of Rubbermaid Incorporated commencing in
September 1987 and Vice Chairman commencing in October 1990. Prior to
joining Rubbermaid, Mr. Williams spent 31 years with The General Electric
Company in a wide variety of domestic and international consumer marketing,
sales and general management positions. Mr. Williams serves on the Board of
Directors for The Stanley Works and PAXAR Corporation. Mr. Williams is a
graduate of Utica College of Syracuse University with a degree in Finance.
Mr. Joseph C. Overbeck, who has served as a Director of the Company since May
1994, will not stand for re-election to the Board of Directors at the
upcoming Annual Meeting.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 1997
JOSEPH W. ROG, 56, has served as a Director of the Company since 1984, as
Chairman of the Board of Directors since June 1993, and as President of the
Company since June 1995 and from January 1984 until June 1993. Mr. Rog has
served as Chief Executive Officer of the Company since its formation in
1984. Mr. Rog has over
2
<PAGE> 5
thirty years of industry experience in various technical and management
capacities and has broad, first-hand experience in corrosion analysis and
the design and implementation of corrosion control systems. Mr. Rog is a
graduate of Kent State University with a Bachelor of Science degree in
Geology, and has also completed the Graduate School of Business course at
Stanford University.
DAVID H. KROON, 46, has served as a Director of the Company since 1984, and as
an Executive Vice President since April 1993. Mr. Kroon served as Senior
Vice President of the Company from its formation in 1984 until April 1993.
Mr. Kroon has over twenty-four years of engineering and consulting
experience in the corrosion control market. Mr. Kroon is widely published
in water and waste treatment, electrical power, oil and gas, and
environmental journals worldwide. Mr. Kroon has management experience in
the areas of business planning, policies and procedures, and professional
development. Mr. Kroon is a graduate of Yale University with a Bachelor of
Science degree in Chemistry.
C. RICHARD LYNHAM, 54, has served as a Director of the Company since June 1992.
Mr. Lynham is presently the owner and Chief Executive Officer of Harbor
Castings, Inc., an investment casting foundry located in North Canton,
Ohio. Prior to assuming this position in 1992, Mr. Lynham served as Group
Vice President, Ceramics, for Ferro Corporation (1984-1992), a Fortune 500
manufacturer of industrial specialty products. Mr. Lynham is a graduate of
Cornell University with a bachelor's degree in Mechanical Engineering and
has also received a Master of Business Administration from Harvard
University.
ROBERT E. HODGE, 58, has served as a Director of the Company since November
1993. Mr. Hodge retired in January 1993 from his position as Senior Vice
President of Gas Supply, Natural Gas Pipeline Company of America, a unit of
MidCon Corp., which is a subsidiary of Occidental Petroleum Corporation.
Mr. Hodge joined Natural Gas Pipeline Company in America in 1960 and became
a Senior Vice President in 1989. A graduate of the University of Missouri,
Rolla, with a degree in electrical engineering, Mr. Hodge also holds a
Master of Business Administration from the University of Illinois.
COMMITTEES OF THE BOARD OF DIRECTORS; ATTENDANCE
The present members of the Audit Committee are Messrs. Hodge, Lynham, and
Overbeck. The Audit Committee recommends to the Board the appointment of the
independent public accountants to serve as auditors in examining the corporate
accounts of the Company. The Audit Committee meets with appropriate Company
financial personnel and independent public accountants to review the internal
controls of the Company and the objectivity of its financial reporting. The
Audit Committee had thirteen meetings during the last fiscal year.
During fiscal 1996, the Audit Committee conducted a review of year-end
adjustments arising out of the audit of the Company's fiscal 1995 financial
statements performed by its independent accountants. The Audit Committee has
concluded its review and issued its report to the Board of Directors on this
matter.
The present members of the Compensation Committee are Messrs. Hodge,
Lynham, and Overbeck. The Compensation Committee is responsible for establishing
the compensation package--base salary, cash bonuses, and equity incentive
awards--for the Chief Executive Officer. The Compensation Committee is also
responsible for establishing the equity incentive awards for the remaining
executive officers. During the last fiscal year, the Compensation Committee
engaged an independent executive compensation consultant to assist it in the
establishment of the compensation package for the Chief Executive Officer, and
reviewed the recommendations of the Chief Executive Officer in establishing the
equity incentive awards for the remaining executive officers. The Compensation
Committee has delegated to the Chief Executive Officer the decision-making
authority regarding the base salary and cash bonuses for the remaining executive
officers; however, the Chief Executive Officer is required to review his
compensation recommendations with the Compensation Committee before a final
decision is made. The Compensation Committee had five meetings during the last
fiscal year.
The Board of Directors had seven meetings during the last fiscal year.
During the last fiscal year, each Director attended at least 75% of the meetings
of the Board of Directors. Each Director attended at least 75% of the meetings
of the Committees on which he served.
COMPENSATION OF DIRECTORS
Directors unaffiliated with the Company are paid $2,200 for each Board of
Directors' meeting attended in person, $900 for each Committee meeting attended
in person, and $550 for each telephonic Board of Directors' meeting or Committee
meeting. Directors are reimbursed for reasonable expenses incurred as a
Director.
3
<PAGE> 6
Pursuant to the terms of the Deferred Compensation Plan for Outside
Directors, Directors unaffiliated with the Company may elect to defer payment of
all or any part of the compensation received as a Director. Participating
Directors elect to have the return on their deferred funds based upon the rate
of return on various investment options, including the Company's Common Shares.
Deferred portions are payable in a lump sum, over a period of five years or over
a period of ten years. Payments under the plan commence at a future date
previously specified by the Director, or upon the death or disability of the
Director.
The Company maintains the 1994 Corrpro Outside Directors' Stock Option Plan
(the "Directors' Plan"), which provides for the automatic grant of options to
purchase 1,500 Common Shares on the date such person is first elected or
appointed to the Board of Directors. In addition, options to purchase 1,500
Common Shares will be granted to each eligible person on each anniversary of the
date of the Company's initial public offering, September 30, 1993; provided,
however, no eligible person may receive more than one grant in any calendar
year. The option price for the options granted under the Directors' Plan is
equal to 130% of the fair market value of the Common Shares on the date of
grant. Options granted under the Directors' Plan become exercisable 50% on each
of the first and second anniversary dates of the date of grant, and remain
exercisable for up to ten years from the date of grant.
CERTAIN TRANSACTIONS
Warren F. Rogers, a nominee for Director, is president of Warren Rogers
Associates, Inc. (WRA). WRA currently conducts, on behalf of the Company,
statistical evaluation of corrosion data, relating to the Company's customers,
primarily in the underground storage tank market. The Company has worked with
WRA since 1985. During fiscal 1996, fees paid to WRA totaled $226,580.
The Company believes that the terms of all transactions and arrangements
with WRA are no less favorable to the Company than similar transactions and
arrangements which might have been entered into with unrelated parties.
OWNERSHIP OF COMMON SHARES
The following table shows the number and percent of the Common Shares
beneficially owned on May 24, 1996 by each of the Directors, by the Chief
Executive Officer, by the four other most highly compensated executive officers,
by all Directors and executive officers as a group and by each person or entity
who is known to the Company to be the beneficial owner of more than 5% of the
Company's outstanding Common Shares.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES(1)(2) PERCENT
----- --------- ------
<S> <C> <C>
Michael K. Baach 74,239 1.1%
George A. Gehring, Jr. 95,940 1.4%
David. M. Hickey 42,904 *
Robert E. Hodge 2,250 *
David H. Kroon 211,946 3.2
C. Richard Lynham 10,250 *
Joseph C. Overbeck 3,500 *
Joseph W. Rog 246,222 3.7
Barry W. Schadeck 84,682 1.3
12 Directors and executive officers as a group 794,253 11.6
<FN>
*Less than 1%
(1) The named shareholders have sole voting and investment power or shared
voting and investment power with their spouses with respect to all shares
shown as being beneficially owned by them, except as otherwise indicated.
(2) Includes with respect to each of the following individuals and group the
following number of Common Shares which may be acquired upon the exercise of
options within 60 days: Mr. Baach (33,000 shares); Mr. Gehring (93,000
shares); Mr. Hickey (39,167 shares); Mr. Hodge (2,250 shares); Mr. Kroon
(33,000 shares);
</TABLE>
4
<PAGE> 7
Mr. Lynham (8,250 shares); Mr. Overbeck (1,500 shares); Mr. Rog (66,000 shares);
Mr. Schadeck (16,000); and all Directors and executive officers as a group
(310,833 shares).
Section 16(a) of the Securities Exchange Act requires the Company's
officers, 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 on Forms 3, 4, and 5 with the Securities and Exchange
Commission and the New York Stock Exchange. The Company believes that during
fiscal 1996, all Section 16(a) filing requirements applicable to the Company's
officers, directors and ten percent shareholders were complied with except
Michael Tighe, who, due to an inadvertent error in the administration of the
Company's 401(k) Savings Plan, failed to file nine Form 4's relating to an
intra-fund transfer from the Company Stock Fund and nine purchase transactions
within the Company's Stock Fund.
EXECUTIVE COMPENSATION
The following table sets forth the compensation received for the three
years ended March 31, 1996 by the persons who were at March 31, 1996 the
Company's Chief Executive Officer and the four other most highly paid executive
officers (the "named executive officers").
SUMMARY COMPENSATION TABLE
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<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
FISCAL OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(1) COMPENSATION(2)
------------------------- ----- -------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog 1996 $208,750 $ 0 $ 0 0 $ 1,026
Chairman of the Board, 1995 205,000 0 0 30,000 893
President, and Chief 1994 185,000 0 0 0 1,010
Executive Officer
David M. Hickey(3) 1996 162,000 36,300 83,516(4) 50,000 409
Executive Vice President- 1995 87,746 34,000 0 12,500 532
Worldwide Manufacturing
and International
Operations
George A. Gehring, Jr. 1996 140,000 35,000 0 60,000 700
Executive Vice President 1995 130,000 0 0 8,000 654
1994 115,000 0 0 0 505
Michael K. Baach 1996 140,000 35,000 0 0 385
Executive Vice President 1995 130,000 0 0 10,000 392
1994 100,000 0 0 0 465
David H. Kroon 1996 134,462 35,000 0 0 524
Executive Vice President 1995 140,000 0 0 8,000 629
1994 121,250 0 0 0 510
<FN>
(1) On June 30,1995, Messrs. Rog, Kroon, Gehring and Baach voluntarily forfeited
the stock options granted to each of them during fiscal 1995.
(2) Amounts represent Company matching contributions to the Corrpro Companies,
Inc. Profit Sharing Plan and Trust, a qualified salary deferral plan under
Section 401(k) of the Internal Revenue Code.
(3) Mr. Hickey became an employee of the Company in August 1994, at the time of
the Company's acquisition of RCS. Amounts for fiscal 1995 relate to the
eight month period from August 1994 to March 1995. He became an executive
officer of the Company during June 1995. During fiscal 1996, the Company
advanced Mr. Hickey $156,000 in connection with his relocation to the
Company's Corporate headquarters in Ohio. Interest on the advance was at a
rate of 10% per annum. The entire advance has been repaid as of the date of
this filing.
(4) Includes $73,614 of moving expenses paid by the Company.
</TABLE>
5
<PAGE> 8
OPTION GRANTS IN LAST FISCAL YEAR
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<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
INDIVIDUAL GRANTS RATES OF STOCK PRICE
% OF TOTAL EXERCISE OR APPRECIATION FOR OPTION
OPTIONS GRANTED BASE TERM(2)
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION --------------------
NAME GRANTED FISCAL YEAR ($/SH)(1) DATE 5% 10%
----- ------ -------------- ----------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
David M. Hickey 50,000 18.5% $ 7.43 7-3-05 $ 178,622 $ 504,478
George A. Gehring, Jr. 60,000 22.2% 6.94 2-8-06 200,211 565,449
<FN>
(1) The exercise price is based on 110% of the fair market value of the
Company's Common Shares on the date of grant.
(2) Potential Realizable Value is based on certain assumed rates of appreciation
pursuant to rules prescribed by the Securities and Exchange Commission.
Actual gains, if any, on stock option exercises are dependent on the future
performance of the stock.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
- - --------------------------------------------------------------------------------
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<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE ---------------------------- ----------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------- ------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog 0 $ 0 66,000 0 $ 349,470 $ 0
David M. Hickey 0 0 24,167 38,333 3,900 5,850
David H. Kroon 0 0 33,000 0 174,735 0
George A. Gehring, Jr. 0 0 93,000 0 215,835 0
Michael K. Baach 0 0 33,000 0 174,735 0
<FN>
(1) This value is calculated based on the difference between $7.625, the closing
price of the Company's Common Shares on March 29, 1996, and the exercise
price of the options.
</TABLE>
EMPLOYMENT AGREEMENTS
In June 1993, the Company entered into a five-year employment agreement
with Mr. Rog. Pursuant to this agreement, Mr. Rog serves as the Company's
Chairman of the Board and Chief Executive Officer. In addition, the Company has
agreed to cause Mr. Rog to be nominated as a Director of the Company for so long
as such agreement remains in effect. The current term of this agreement expires
on March 31, 1998.
This employment agreement provides for the payment of a base salary,
subject to annual adjustments, and such other compensation, whether in the form
of bonuses, stock options, incentive compensation, or otherwise, as determined
by the Board of Directors from time-to-time. The Board of Directors has
delegated its authority to set compensation pursuant to these agreements to its
Compensation Committee. At March 31, 1996 the base salary for Mr. Rog was
$205,000.
This employment agreement precludes Mr. Rog from competing with the Company
during the term of the agreement and for as long as Mr. Rog receives payments
pursuant to the agreement. The employment agreement permits the Company to
terminate Mr. Rog's employment for good cause. If the Company terminates Mr. Rog
for good cause, which includes willful and continued failure to perform his
duties, engagement in willful gross misconduct materially and demonstrably
injurious to the Company, gross habitual neglect of his duties, or conviction of
a felony involving specified acts, the Company will pay Mr. Rog his base salary
earned through termination and will have no further obligation to him. There are
no change of control provisions in the employment agreement.
Mr. Rog will be eligible to receive retirement income with a lifetime
survivor benefit to his spouse in an amount equal to 50% of his base salary,
payable monthly, provided that certain conditions are satisfied including that
he remains in employment of the Company through the current term of his
employment agreement; that his
6
<PAGE> 9
employment is terminated without good cause; that he resigns due to the
Company's failure to honor its obligations under the agreement; or that he dies
while an employee of the Company.
Under this employment agreement, if Mr. Rog is terminated without good
cause or resigns due to the Company's failure to honor its obligations under the
agreement, the Company must pay Mr. Rog his salary earned through the
termination or resignation date and a severance payment equal to his base salary
for one year at the rate in effect at the time of termination plus a payment
equal to a full year's participation in any short-term incentive bonus plan at
the 100% level. In addition, the Company must maintain any medical or other
insurance coverage in effect at the time of termination until age 65. Further,
all of Mr. Rog's unvested stock options will become vested immediately and he
will receive any payments due under any long-term incentive plans within ten
days of termination.
In the event of Mr. Rog's disability, he will continue to receive his base
salary and other compensation and benefits during the first ninety consecutive
working days after the date of such disability. Thereafter, he will be entitled
to exercise any unvested stock options and will receive a payment equal to a
full year's participation in any short-term incentive bonus plan at the 100%
level. In addition, benefits will continue for his spouse and eligible
dependents in accordance with Company policy and his designated beneficiary
shall be entitled to exercise all stock options (including all unvested options)
held by him and receive payments under any short-term incentive bonuses or
long-term incentive plans in accordance with the terms of such plans.
The Company has also entered into five-year employment agreements with
Messrs. Kroon, Gehring, and Baach pursuant to which each shall serve as an
Executive Vice President of the Company. These agreements provide for the
payment of base salaries, subject to adjustment. In general, these agreements
provide similar severance arrangements as the employment agreement with Mr. Rog
described above, except that no retirement income will be paid, and that medical
and other insurance coverage shall continue for a period of twelve months rather
than to age 65 if the employee is terminated without good cause or if the
employee resigns due to the Company's failure to honor its obligations under the
agreement. The current terms of these agreements each expire on March 31, 1998.
The Company has also entered into a three-year employment agreement with
Mr. Hickey pursuant to which he would serve as president of Rohrback Cosasco
Systems, Inc., a subsidiary of the Company. Since this agreement was entered
into, Mr. Hickey has become an Executive Vice President of the Company. This
agreement provides for the payment of a base salary, which shall be subject to
review each fiscal year, and participation in a bonus program, the terms of
which will be set each fiscal year. This agreement provides that in the event
the Company terminates Mr. Hickey without good cause during the initial 36 month
term of the agreement, Mr. Hickey will be paid his annual base salary during the
remaining balance of the 36 month period, plus a pro-rated amount of his bonus.
The current term of this agreement expires on June 30, 1997.
7
<PAGE> 10
REPORT OF THE COMPENSATION COMMITTEE AND
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was responsible for
establishing the compensation package--base salary, cash bonuses, and equity
incentive awards--for the Chief Executive Officer. The Compensation Committee
was also responsible for establishing the equity incentive awards for the
remaining executive officers. The Compensation Committee engaged an independent
executive compensation consultant to assist it in the establishment of the
compensation package for the Chief Executive Officer, and reviewed the
recommendations of the Chief Executive Officer in establishing the equity
incentive awards for the remaining executive officers.
BASE SALARIES
An independent executive compensation consultant engaged by the Company
recommended to the Compensation Committee appropriate base salary ranges for Mr.
Rog, the Chief Executive Officer, based upon the consulting firm's data base of
competitive information from domestic industrial companies of similar size and
based upon an analysis of the proxy statements of those companies comprising the
peer group utilized in the performance graph on page 9 for comparing total
returns to shareholders. The Compensation Committee believed it was necessary to
analyze not only the peer group of companies but also the broader group of
domestic industrial companies of similar size for its salary comparisons since
this broader group of companies competes for the talent of the executive
officers. The Compensation Committee reviewed the salary ranges recommended by
the consultant and established a base salary level for Mr. Rog of $220,000 which
was within the salary range recommended by the consultant. In June 1995, the
Compensation Committee returned Mr. Rog's base salary to its fiscal 1995 level,
$205,000, in view of the Company's financial performance for fiscal 1995.
The base salary levels for all of the remaining executive officers were as
determined by the Chief Executive Officer following a review of these
recommended base salary levels with the Compensation Committee. These salary
levels were subjectively established based upon the performance of the executive
and his level of responsibility.
INCENTIVE COMPENSATION
The Company's Key Employee Incentive Bonus Plan (the "Plan") was suspended
during fiscal 1996 in view of the Company's performance for fiscal 1995. Certain
key employees (including the four named executive officers), however, were
awarded cash bonuses for fiscal 1996 in recognition of their performances under
difficult circumstances. The bonus amounts were subjectively established by the
Chief Executive Officer.
A number of the Company's subsidiaries maintain cash incentive plans for
their employees. One of the Company's executive officers participated in such
plan as an officer of the subsidiary. The amounts paid under these plans were
based upon certain preestablished performance criteria or were paid pursuant to
the terms of the Company's acquisition of the particular subsidiary.
EQUITY INCENTIVES. The Compensation Committee granted stock options to two
named executive officers during fiscal 1996. The options were designed to
provide incentives to manage the Company in the best interests of the
shareholders, and to remain employed by the Company on a long-term basis. In
granting these awards, the Compensation Committee's determination was based upon
the level of the executive's responsibility with the Company, his performance,
and the importance of his retention to the Company. These factors were weighted
subjectively by the Compensation Committee.
Respectfully submitted,
<TABLE>
<S> <C>
Compensation Committee: Other Board Members:
Robert E. Hodge David H. Kroon
C. Richard Lynham Joseph W. Rog
Joseph C. Overbeck Barry W. Schadeck
</TABLE>
8
<PAGE> 11
COMPANY STOCK PERFORMANCE
Following is a graph which compares the cumulative return from investing
$100, and the reinvestment of dividends, at September 30, 1993, the date the
Company's Common Shares began to trade on the New York Stock Exchange, with the
S&P 500 index, and with an index of peer companies (the "Peer Group"). The
companies selected to form the Peer Group index are companies with revenues
generally in the range of $40 to $150 million that offer a broad range of
engineering, environmental, and construction services. They include Astrotech
International, Baker (Michael) Corp., Failure Group Inc., Greiner Engineering
Inc., Harding Associates Inc., and Tanknology Environmental Inc.
TOTAL RETURN TO SHAREHOLDERS
SEPTEMBER 30, 1993 TO MARCH 31, 1996
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CORRPRO
(FISCAL YEAR COVERED) COMPANIES S&P 500 PEER GROUP
<S> <C> <C> <C>
SEPT. 30, 1993 100 100 100
MARCH 31, 1994 180 98 95
MARCH 31, 1995 155 113 71
MARCH 31, 1996 69 149 72
</TABLE>
9
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Three Directors unaffiliated with the Company, Messrs. Hodge, Lynham and
Overbeck served on the Compensation Committee throughout the fiscal year
completed March 31, 1996.
The Compensation Committee was responsible for establishing the
compensation package--base salary, cash bonuses, and equity incentive
awards--for the Chief Executive Officer. The Compensation Committee was also
responsible for establishing the equity incentive awards for the remaining
executive officers. The Compensation Committee engaged an independent executive
compensation consultant to assist it in the establishment of the compensation
packages for the Chief Executive Officer and reviewed the recommendations of the
Chief Executive Officer in establishing the equity incentive awards for the
remaining executive officers. The Compensation Committee delegated to the Chief
Executive Officer the decision-making authority regarding the base salary and
cash bonuses for the remaining executive officers; however, the Chief Executive
Officer was required to review his compensation recommendations with the
Compensation Committee before a final decision was made.
INDEPENDENT AUDITORS
The Company is incorporated under the laws of the State of Ohio, which do
not require approval by shareholders of the selection of independent auditors. A
representative of Price Waterhouse LLP is expected to be present at the meeting.
Price Waterhouse LLP acted as independent auditors for the Company for the
fiscal year ended March 31, 1996. The Board of Directors will select the
Company's auditors for fiscal 1997. The representative will be given an
opportunity to make a statement if desired and to respond to questions regarding
Price Waterhouse LLP's examination of the Company's financial statements and
records for the fiscal year ended March 31, 1996.
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on May 24, 1996 are
entitled to vote at the meeting. On that date, a total of 6,559,089 Common
Shares were outstanding. Each Common Share is entitled to one vote.
Holders of shares of Common Shares have no cumulative voting rights.
Provided a quorum is present, the affirmative vote of a plurality of the Common
Shares represented and voting, in person or by proxy, at any meeting of
shareholders is required under Ohio law to elect Directors.
Votes may be cast in favor of, or withheld from, each nominee in the
election of directors. Votes that are withheld will not be included in the
number of votes cast although such shares will be counted as present for
purposes of determining the existence of a quorum. The New York Stock Exchange
rules permit brokers who hold shares in street name to vote on certain items
when they have not received instructions from beneficial owners. Brokers who do
not receive instructions are entitled to vote on the election of Directors.
The Board of Directors knows of no other matters that will be presented at
the meeting. However, if other matters do properly come before the meeting, the
persons named in the Proxy will vote on these matters in accordance with their
best judgment.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal to be considered for
inclusion in next year's Proxy Statement should send the proposal to the Company
addressed to the Secretary on or before February 20, 1997.
PROXY SOLICITATION
The Company will bear the expense of the solicitation of proxies. In
addition to requesting proxies by mail, officers and regular employees of the
Company may request proxies by telephone or in person. The Company has retained
Beacon Hill Partners, Inc., 90 Broad Street, New York, New York 10004, to assist
in the solicitation for an estimated fee of $1,500, plus expenses not in excess
of $500.
The Company will ask custodians, nominees, and fiduciaries to send proxy
material to beneficial owners in order to obtain voting instructions. The
Company will, upon request, reimburse them for their reasonable expenses for
mailing the proxy material.
10
<PAGE> 13
The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1996, is being mailed to shareholders of record with this Proxy Statement.
For the Board of Directors
Corrpro Companies, Inc.
LOGO
Neal R. Restivo
Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
June 17, 1996
11
<PAGE> 14
CORRPRO COMPANIES, INC.
BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING, JULY 24, 1996
P The undersigned, having received the Notice of Meeting and Proxy
Statement, hereby constitutes and appoints Joseph W. Rog, David H.
R Kroon, and Barry W. Schadeck, and each of them (with full power of
substitution respectively), true and lawful attorneys and proxies
O for the undersigned to attend the Annual Meeting to be held on July
24, 1996, at 10:00 a.m., at Hilton Inn West, 3180 West Market
X Street, Akron, Ohio, and any adjournments thereof.
Y The Proxy when properly executed will be voted in the manner
directed; if no direction is made this Proxy will be voted FOR the
Director Nominees. In their discretion, the parties are also
authorized to vote upon such other matters as may properly come
before the meeting.
Election of Directors, Nominees:
Barry W. Schadeck, Warren F. Rogers and Walter W. Williams
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS.
YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 15
<TABLE>
<S> <C> <C>
/X/ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
________________________________________________________
Attend / / We would appreciate your indicating if you are planning to attend
Meeting the Annual Meeting. Your failure to check this box will not
preclude you from attending the meeting.
Change / / __________________________________________
of __________________________________________
Address __________________________________________
NEW ADDRESS
SIGNATURE(S) _____________________________________________________________ DATE _____________________
SIGNATURE(S) _____________________________________________________________ DATE _____________________
NOTE: Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such.
</TABLE>
