<PAGE> 1
================================================================================
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] 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
CORRPRO COMPANIES LOGO
1090 Enterprise Drive,
Medina, Ohio 44256
Tel 330/723-5082, Fax
330/723-0694
June 15, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held at Medina Country Club, 5588 Wedgewood Road, Medina, Ohio, at 10:00 a.m.
on Wednesday, July 22, 1998. We hope that you will be able to attend.
This Notice of Annual Meeting of Shareholders and Proxy Statement describes
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. You may revoke your proxy at any time prior to the
Annual Meeting.
We appreciate your interest and your investment in our Company, and we look
forward to seeing you at the meeting.
Sincerely,
/s/ Joseph W. Rog
Joseph W. Rog
Chairman of the Board, President and
Chief Executive Officer
<PAGE> 3
CORRPRO COMPANIES LOGO
1090 Enterprise Drive,
Medina, Ohio 44256
Tel 330/723-5082, Fax
330/723-0694
CORRPRO COMPANIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JULY 22, 1998
The Annual Meeting of Shareholders (the "Annual Meeting") of Corrpro
Companies, Inc. (the "Company") will be held at Medina Country Club, 5588
Wedgewood Road, Medina, Ohio at 10:00 a.m. Eastern Daylight time on Wednesday,
July 22, 1998, to consider and act on the following matters. The purposes of the
meeting are:
1. The election of three directors of the Company for terms expiring in
2000.
2. The approval of an amendment to the Company's Articles of Incorporation
to increase the number of authorized Common Shares of the Company from
12,000,000 to 40,000,000.
3. The approval of an amendment to the 1997 Long-Term Incentive Plan of
Corrpro Companies, Inc. to increase the number of Common Shares reserved
for issuance thereunder from 1,285,738 to 1,585,738.
4. Such other business, incident to the conduct of the meeting, that may
properly come before the Annual Meeting.
The Board of Directors has fixed the close of business on May 22, 1998 as
the record date for determining shareholders entitled to notice of, and to vote
at, the Annual Meeting.
By Order of the Board of Directors
/s/ Neal R. Restivo
Neal R. Restivo
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
June 15, 1998
<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 at 10:00 a.m. at the Medina Country Club on Wednesday, July 22, 1998,
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 and in favor of the proposed actions to amend the Company's Amended and
Restated Articles of Incorporation and 1997 Long-Term Incentive Plan of Corrpro
Companies, Inc. 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 15, 1998.
I.
ELECTION OF DIRECTORS
PROPOSAL 1: TO RE-ELECT WARREN F. ROGERS, BARRY W. SCHADECK, AND WALTER W.
WILLIAMS TO THE CLASS OF DIRECTORS OF THE COMPANY WHOSE TERM EXPIRES IN 2000
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 re-elect
Warren F. Rogers, Barry W. Schadeck, and Walter W. Williams to the class of
Directors whose term expires in 2000. 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.
NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2000
WARREN F. ROGERS, 68, has served as a Director of the Company since July 1996.
Dr. Rogers 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, Dr. Rogers served as a Vice
President of the Center for Naval Analysis in Alexandria, Virginia from
1982 to 1989. Dr. 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.
BARRY W. SCHADECK, 47, 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 has 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.
WALTER W. WILLIAMS, 64, has served as a Director of the Company since July 1996.
Mr. Williams 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.
Provided that a quorum is present, the affirmative vote of a plurality of
the Common Shares, without par value, of the Company (the "Common Shares")
represented and voting, in person or by proxy, at the Annual Meeting 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
3
<PAGE> 5
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 RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE NOMINEES
FOR DIRECTOR.
PRESENT DIRECTORS WHOSE TERMS EXPIRE IN 1999
JOSEPH W. ROG, 58, 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 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, 48, 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-five 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, 56, 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 of Mechanical Engineering degree and
has also received a Master of Business Administration from Harvard
University.
ROBERT E. HODGE, 60, 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 of America in 1960 and became
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,
Rogers and Williams. The Audit Committee approves annually the firm of
independent auditors that is to be engaged to audit and to report on the
financial statements, reviews and approves the annual audit plan, oversees the
Company's internal control structure, reviews the Company's financial reporting,
and reports its activities to the Board on a regular basis. The Audit Committee
had three meetings during the last fiscal year.
The present members of the Compensation Committee are Messrs. Hodge,
Lynham, Rogers and Williams. The Compensation Committee reviews and approves the
Chief Executive Officer's ("CEO") compensation and, upon consultation with the
CEO, compensation for the officers of the Company and its subsidiaries who
report directly to the CEO; establishes, amends, and determines awards under
executive compensation plans and programs; oversees selection of and meets with
outside consultants to review the Company's executive compensation programs as
appropriate; and reviews board responsibilities, recommends the number of
directors, and nominates directors and committee members. The Compensation
Committee had five meetings during the last fiscal year. Its Stock Option
Subcommittee, which administers and authorizes awards under certain of the
Company's compensation plans, is comprised of Messrs. Hodge, Lynham and
Williams.
The Board of Directors had eight meetings during the last fiscal year.
During the fiscal year ended March 31, 1998, each incumbent Director attended at
least 75% of all the meetings of the Board of Directors and of committees on
which he served.
4
<PAGE> 6
COMPENSATION OF DIRECTORS
Directors not employed by the Company or its subsidiaries are paid a
retainer of $12,000, on an annual basis, and $1,000 ($1,200 for a Committee
Chairperson) for each Board of Directors' or Committee meeting attended in
person and $350 ($550 for a Committee Chairperson) for each Board of Directors'
or Committee meeting attended telephonically.
Pursuant to the terms of the Deferred Compensation Plan for Outside
Directors, eligible Directors 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 be based upon 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.
Under the 1997 Non-employee Directors' Stock Option Plan of Corrpro
Companies, Inc., automatic grants of options to purchase 2,500 Common Shares
(after giving effect to the 5-for-4 stock split effected in the form of a 25%
share dividend payable on June 19, 1998) at fair market value are granted
annually to each eligible incumbent director.
OWNERSHIP OF COMMON SHARES
The following table shows the number and percent of the Common Shares
beneficially owned on May 22, 1998 by each of the Directors, by the Chief
Executive Officer, by the four other most highly compensated executive officers
in fiscal 1998, by all Directors and executive officers as a group and by each
person or entity who is known by 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 87,323 1.3%
David M. Hickey 97,601 1.4%
Robert E. Hodge 6,250 *
David H. Kroon 220,244 3.2%
C. Richard Lynham 13,250 *
Neal R. Restivo 43,200 *
Joseph W. Rog 317,189 4.7%
Warren F. Rogers 950 *
Barry W. Schadeck 108,682 1.6%
Walter W. Williams 60,750 *
13 Directors and executive officers as a group 1,061,781 15.6%
David L. Babson & Company Incorporated (3) 775,600 12.2%
</TABLE>
* Less than 1%
(1) The named shareholders have sole voting and investment power or shared
voting and investment power with their spouse with respect to all shares
shown as being beneficially owned by them, except that as to 1,000 shares
held in the Hodge Family Trust, Mr. Hodge has shared voting power.
(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 following May 22, 1998: Mr. Baach (27,000 shares);
Mr. Hickey (74,500 shares); Mr. Hodge (5,250 shares); Mr. Kroon (27,000
shares); Mr. Lynham (11,250 shares); Mr. Restivo (42,000 shares); Mr. Rog
(116,000 shares); Mr. Schadeck (40,000 shares); and all Directors and
executive officers as a group (452,835 shares).
(3) Such number of shares owned is based upon information provided by a Schedule
13G/A filed by David L. Babson Company Incorporated with the Securities and
Exchange Commission on January 12, 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 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. Based solely on the information
provided to the Company by persons required to file such reports, the Company
believes that during fiscal 1998, all Section 16(a) filing requirements
applicable to the Company's officers, directors and ten percent shareholders
were complied with.
5
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three years
ended March 31, 1998 by the persons who were the Company's Chief Executive
Officer and the four other most highly paid executive officers for the fiscal
year ended March 31, 1998 (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
FISCAL OTHER ANNUAL AWARDS STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(1)
--------------------------- ------ -------- -------- ------------ ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog 1998 $249,000 $132,600 $ 0 105,000 $3,032
Chairman of the Board, 1997 235,000 79,000 0 40,000 1,084
President, and Chief 1996 208,750 0 0 0 1,026
Executive Officer
Michael K. Baach 1998 150,000 63,600 0 25,000 1,096
Executive Vice President 1997 140,000 39,000 0 12,000 385
Sales and Marketing 1996 140,000 35,000 0 0 385
David M. Hickey 1998 170,000 61,800 0 17,500 2,189
Executive Vice President, 1997 165,000 39,000 0 12,000 908
Manufacturing and 1996 162,000 36,300 83,516(2) 50,000 409
International Operations
Neal R. Restivo(3) 1998 164,000 63,600 0 30,000 2,940
Executive Vice President, 1997 152,360 39,000 0 12,000 914
Chief Financial Officer, 1996 75,008 35,000 0 30,000 152
Secretary and Treasurer
Barry W. Schadeck 1998 142,660 82,200 0 25,000 0
Executive Vice President, 1997 139,612 39,000 0 12,000 0
Western Region and 1996 102,676 29,000 0 20,000 0
President of Corrpro Canada,
Inc.
</TABLE>
(1) 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.
(2) Includes $73,614 of moving expenses paid by the Company.
(3) Mr. Restivo became an employee of the Company in October 1995. Amounts for
fiscal 1996 related to the six-month period from October 1995 to March 1996.
6
<PAGE> 8
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------- ANNUAL RATES OF STOCK
% OF TOTAL OPTIONS PRICE APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES IN BASE PRICES EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR ($/SH)(1) DATE 5% 10%
---- ------- ------------------ ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog 40,000 12.8% $9.50 4/1/07 231,994 605,622
20,000 6.4 12.00 8/4/07 146,522 382,498
20,000 6.4 15.00 12/19/07 183,153 478,123
25,000 8.0 14.06 3/24/08 214,594 560,200
Michael K. Baach 10,000 3.2 12.00 8/4/07 73,261 191,249
15,000 4.8 14.06 3/24/08 128,757 336,120
David M. Hickey 10,000 3.2 12.00 8/4/07 73,261 191,249
7,500 2.4 14.06 3/24/08 64,378 168,060
Neal R. Restivo 10,000 3.2 12.00 8/4/07 73,261 191,249
20,000 6.4 14.06 3/24/08 171,675 448,160
Barry W. Schadeck 10,000 3.2 12.00 8/4/07 73,261 191,249
15,000 4.8 14.06 3/24/08 128,757 336,120
</TABLE>
(1) The exercise price is based on 100% 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 Common Shares.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<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 --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog None N/A 116,000 65,000 $915,970 $75,062
Michael K. Baach None N/A 27,000 25,000 248,708 39,412
David M. Hickey None N/A 74,500 17,500 430,595 33,769
Neal R. Restivo None N/A 42,000 30,000 303,645 43,175
Barry W. Schadeck None N/A 40,000 25,000 209,120 39,412
</TABLE>
(1) This value is calculated based on the difference between $14 13/16, the
closing price of the Company's Common Shares on March 31, 1998, and the
exercise price of the options.
EMPLOYMENT AGREEMENTS
As of April 1, 1998, the Company entered into an Employment Agreement with
Mr. Rog which superseded a previous Employment Agreement which expired on March
31, 1998. Pursuant to this agreement, Mr. Rog serves as the Company's Chairman
of the Board, Chief Executive Officer and President. 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. This agreement expires on March 31,
2001.
This employment agreement provides for the payment of 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. At April 1, 1998, the annual base
salary for Mr. Rog was $274,000.
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
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<PAGE> 9
permits the Company to terminate Mr. Rog's employment for good cause, in which
case the Company will pay Mr. Rog his base salary earned through termination
with no further obligation to him except as required by law.
Mr. Rog has earned the right 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.
If Mr. Rog's employment is terminated without good cause three months prior
to or twelve months after a change in control, as defined, or if Mr. Rog is
otherwise 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 (two years in the event of a
change in control) at the rate in effect at the time of termination plus a
payment equal to 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. The
amount of the payments as a result of a change in control are required to be
funded within ten days following such change in control, pursuant to a grantor
trust conforming to Internal Revenue Procedure 92-64.
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 business days
after the date of such disability. If the Board of Directors determines that
reasonable accommodation cannot be made, the Company may terminate Mr. Rog's
employment in which case the Company shall pay Mr. Rog's salary earned through
the termination date, an amount equal to a full year participation in the
short-term bonus plans then in effect, any payment due under other incentive
plans then in effect and the retirement income referred to in the agreement. In
addition, benefits will continue for his spouse and eligible dependents in
accordance with Company policy.
The Company entered into employment agreements as of April 1, 1998 with
Messrs. Baach, Hickey, and Restivo pursuant to which each serves as an Executive
Vice President of the Company. These agreements provide for the payment of base
salaries, subject to annual 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, 2001.
REPORT OF THE COMPENSATION COMMITTEE AND
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee reviews and approves the CEO's compensation and,
upon consultation with the CEO, compensation for the officers of the Company and
its subsidiaries who report directly to the CEO and establishes, amends, and
determines awards under executive compensation plans and programs. In
establishing compensation levels, the Committee takes into account the tax
deductibility limitations imposed under Section 162(m) of the Internal Revenue
Code.
BASE SALARIES
During the last fiscal year, an independent executive compensation
consultant engaged by the Company reviewed the Compensation Committee's
recommended base salary for Mr. Rog, the Chief Executive Officer, taking into
consideration the consulting firm's data base of competitive information from
domestic industrial companies of similar size and the proxy statements of those
companies comprising the peer group utilized in the performance graph under
"Company Stock Performance" for comparing total returns to shareholders. The
Compensation Committee believed it was necessary to consider 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 base salary levels for all of the remaining executive officers were as
determined by the Compensation Committee following a review of recommended base
salary levels with the Chief Executive Officer. These salary levels were
subjectively established based upon the performance of the executive and level
of responsibility.
INCENTIVE COMPENSATION
CASH INCENTIVES. The Company maintains a cash bonus program pursuant to
which cash bonuses may be paid to key employees, including the executive
officers. Bonuses are determined based on performance measures approved by the
Board and management's discretion. The performance measures used for fiscal 1998
were based on the Company's
8
<PAGE> 10
consolidated earnings before taxes. Approximately 150 key employees, including
the executive officers, received cash bonus awards for fiscal 1998.
In determining the size of target awards for the Chief Executive Officer
and the Executive Vice Presidents, the Committee subjectively reviewed the
performance of each executive relative to such executive's individual goals.
EQUITY INCENTIVES. The Stock Option Subcommittee of the Compensation
Committee granted stock options to the five named executive officers during
fiscal 1998. The options were designed to provide incentives to manage the
Company in the best interests of the shareholders, and to encourage the
executives 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, performance, and the
importance of such executive's retention to the Company. These factors were
weighted subjectively by the Compensation Committee.
Respectfully submitted,
Compensation Committee:
Robert E. Hodge
C. Richard Lynham
Warren F. Rogers
Walter W. Williams
9
<PAGE> 11
COMPANY STOCK PERFORMANCE
Following is a line graph which compares the cumulative Shareholders'
return from investing $100 with the cumulative total return of the S&P 500
Index, and an index of peer companies (the "Peer Group") for the period from
September 30, 1993, (the date the Company's Common Shares began to trade on the
New York Stock Exchange) to March 31, 1998. The companies selected to form the
Peer Group index are companies that offer a broad range of engineering,
environmental, and construction services. They include Exponent, Inc. (formerly
named Failure Group, Inc.), Harding Lawson Associates Group, Inc., Michael Baker
Corp., and Tanknology Environmental, Inc. The graph assumes that the value of
the investment in the Company's Common Shares and each index was $100 on
September 30, 1993 and that all dividends, if any, were reinvested.
TOTAL RETURN TO SHAREHOLDERS
SEPTEMBER 30, 1993 TO MARCH 31, 1998
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CORRPRO
(FISCAL YEAR COVERED) COMPANIES S&P 500 PEER GROUP
<S> <C> <C> <C>
1993 100 100 100
1994 179.55 97.68 87.08
1995 154.55 112.89 56.30
1996 69.32 149.13 67.26
1997 87.50 178.69 67.74
1998 134.65 264.47 101.47
</TABLE>
10
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Warren F. Rogers, a member of the Compensation Committee, 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 1998, fees paid to WRA totaled
$471,961. 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.
II.
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
PROPOSAL 2: TO AMEND ARTICLE FOURTH OF THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES OF
THE COMPANY
On April 30, 1998, the Company's Board of Directors approved, and
recommended that the shareholders of the Company approve and adopt, an amendment
to the Company's Amended and Restated Articles of Incorporation (the "Articles")
to increase from 12,000,000 to 40,000,000 the maximum number of Common Shares,
without par value, that the Company is authorized to issue.
The principal purpose of the proposal is to make available additional
Common Shares for possible stock splits or dividends, employee benefit plans,
acquisitions, public or private stock offerings and other corporate purposes.
The Company's Board of Directors has approved and adopted a 5-for-4 stock split
in the form of a stock dividend payable on June 19, 1998 to shareholders of
record as of June 5, 1998. The Articles currently provide that the Company's
maximum number of authorized shares is 13,000,000 shares, comprised of a maximum
of 12,000,000 Common Shares, without par value, and a maximum of 1,000,000
Serial Preferred Shares, without par value. As of May 22, 1998, there were
6,360,110 Common Shares (7,950,138 after giving effect to the stock split) and
no Serial Preferred Shares outstanding. In addition, as of that date, the
Company had reserved 1,105,590 Common Shares for issuance pursuant to its
existing stock option plans (1,381,988 after giving effect to the stock split).
As a result, the Company had, after giving effect to the stock split, only
2,667,874 Common Shares available for possible stock splits or dividends,
employee benefit plans, acquisitions, public or private stock offerings and
other corporate purposes. The Company does not presently have any agreements or
understandings with respect to the issuance of additional Common Shares. Except
under certain circumstances provided for in the Rules of the New York Stock
Exchange, the Ohio Revised Code and the Articles, the issuance of additional
Common Shares would not require any further shareholder approval.
The affirmative vote of a majority of the voting power of the Common Shares
is required to approve and adopt the proposed amendment. Thus, abstentions and
broker non-votes will have the effect of voting against the proposed amendment.
The full text of the proposed amendment is attached hereto as Exhibit A to this
Proxy Statement.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED AMENDMENT TO THE ARTICLES
OF INCORPORATION.
III.
PROPOSED AMENDMENT TO THE 1997 LONG-TERM INCENTIVE PLAN
PROPOSAL 3: TO ADOPT AN AMENDMENT TO THE 1997 LONG-TERM INCENTIVE PLAN OF
CORRPRO COMPANIES, INC. TO INCREASE THE NUMBER OF COMMON SHARES RESERVED FOR
ISSUANCE THEREUNDER FROM 1,285,738 TO 1,585,738
THE COMMON SHARE INFORMATION CONTAINED IN THIS PROPOSAL 3 HAS BEEN ADJUSTED
TO REFLECT THE EFFECT OF THE COMPANY'S 5-FOR-4 STOCK SPLIT EFFECTED IN THE FORM
OF A 25% SHARE DIVIDEND PAYABLE ON JUNE 19, 1998. The Company's 1997 Long-Term
Incentive Plan (the "1997 Plan") is intended to encourage ownership of the
Company's Common Shares by officers, other key employees, and consultants of the
Company, to attract and retain key personnel, and to provide additional
incentives to promote the success of the Company. The 1997 Plan provides for
Awards of up to 468,750 new shares, plus up to an additional 816,988 shares
which were subject to options previously granted and outstanding under other
plans prior to the adoption of the 1997 Plan but only to the extent of the
surrender, lapse, forfeiture, termination, or exercise of such previously
granted options, for an aggregate of 1,285,738 of Company's Common Shares. As of
May 22, 1998, options to purchase up to an aggregate of 1,223,836 of the
Company's Common Shares (38,008 of which had been exercised as of that date)
have been granted under the 1997 Plan out of the 1,285,738 shares that had been
reserved for issuance. Hence, only 61,902 Common Shares remain available for
future grants. The Compensation Committee of the Board of Directors, therefore,
recommended to the Board of Directors that
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<PAGE> 13
the Plan be amended to increase by 300,000 the maximum number of Common Shares
available for distribution under the 1997 Plan in order to enable the Company to
continue to provide an essential benefit to its key management personnel.
Accordingly, the Board of Directors adopted, subject to shareholder approval, an
amendment to the 1997 Plan (the "Amendment") increasing the number of shares
available for issuance. Shareholders are being asked to approve and adopt the
increase of 300,000 additional Common Shares to be available for future grants
under the 1997 Plan.
The Board of Directors believes that it is desirable to encourage key
employees of the Company and its subsidiaries to acquire a proprietary interest
in the Company or to increase such proprietary interest as they may already
hold, thereby increasing the incentive of key employees and non-employee
Directors to promote the interest of the Company and its shareholders. For this
reason, the Board of Directors adopted the Amendment to the 1997 Plan. In
addition, with the Company's strategic growth plan and acquisition activity, it
is imperative that the Company have available incentives to attract and retain
key management talent. Accordingly, the Board of Directors and management
believe that approval of the Amendment to the 1997 Plan is in the best interest
of the Company and recommend that shareholders vote in favor of the proposal.
The following is a brief description of the material features of the 1997 Plan.
The 1997 Plan authorizes the grant to officers, other key employees and
consultants of awards ("Awards") consisting of non-qualified stock options,
stock appreciation rights ("SARs"), and restricted stock and stock bonus awards.
Any shares issued upon exercise of Awards, forfeited restricted stock Awards, or
shares subject to issuance upon exercise of Awards which are not issued because
of a surrender, lapse, expiration, or forfeiture, or termination of any such
Award shall once again be available for issuance in satisfaction of Awards. The
Compensation Committee's Stock Option Subcommittee (the "Committee") administers
the 1997 Plan and has sole discretion to determine those persons to whom Awards
are granted, the number of Awards granted, the provisions applicable to each
Award and the time periods during which Awards may be exercisable.
The Committee may grant non-qualified stock options. Unless the Committee
determines otherwise, the option price per share of any non-qualified stock
option shall be the fair market value of the Company's Common Shares on the date
the option is granted. Fair market value is generally the closing price of the
Company's Common Shares on the New York Stock Exchange on the last business day
prior to the date on which the value is to be determined. Options granted under
the 1997 Plan will be exercisable for a term of not more than ten years from the
date of grant.
SARs are rights to receive an amount in cash or Common Shares of the
Company or a combination thereof as determined by the Committee, no greater than
the excess of the fair market value of the Common Shares of the Company on the
date the SAR is exercised over the fair market value of the Common Shares of the
Company on the date the SAR is granted (or in the case of SARs granted in tandem
with options, in the Committee's sole discretion, the option price of the shares
subject to the option).
The Committee may, in its sole discretion, grant SARs in tandem with
options or on a stand alone basis. SARs granted in tandem with options may only
be exercisable to the extent the related option is exercisable and shall be for
a term as determined by the Committee. The term may not exceed 10 years and may
expire prior to the term of the related option. Each SAR granted on a stand
alone basis shall be exercisable to the extent and for such term as may be
approved by the Committee. In no event shall any amounts paid pursuant to a SAR
exceed the difference between the fair market value of the underlying shares on
the date of exercise and the option price of the related option.
Restricted stock awards are rights granted by the Committee to receive
Common Shares subject to forfeiture and other restrictions determined by the
Committee. Until the restrictions with respect to any restricted stock awards
lapse, the shares will be held by the Company and may not be sold or otherwise
transferred by the participant. Except as otherwise determined by the Committee,
until the restrictions lapse, the shares will be forfeited if the participant's
employment is terminated for any reason other than death, disability, retirement
or the participant's attainment of 65 years of age. Unless the Committee
determines otherwise, one-third of the Common Shares subject to a restricted
stock award will vest on each anniversary of the date of grant. The Committee
may require participants to whom restricted stock awards are granted to pay the
Company an amount equal to the aggregate par value, if any, of the shares
issued.
Stock bonus awards may also be granted under the 1997 Plan, on such terms
and conditions as the Committee may, in its sole discretion, determine. The
Committee may require participants to whom stock bonus awards are granted to pay
the Company an amount equal to the aggregate par value, if any, of the shares
issued.
Awards granted under the 1997 Plan may be subject to adjustment upon a
stock dividend, stock split, reclassification, recapitalization, merger,
consolidation, combination, or exchange of shares, separation, reorganization,
liquidation or similar events affecting the Company's Common Shares. An Award
will not be transferable, other than to Permitted Transferees (as defined in the
1997 Plan), by will or the laws of descent and distribution or, in certain
12
<PAGE> 14
circumstances, pursuant to a qualified domestic relations order, and an Award
may be exercised, during the lifetime of the holder of the Award, only by the
holder, or the holder's personal representative in the event of disability.
In the case of a "change in control" (as defined in the 1997 Plan) of the
Company, the Board of Directors of the Company may, in its sole discretion,
determine, on a case by case basis, taking into account the purposes of the 1997
Plan, that each Award granted under the 1997 Plan will terminate 90 days after
occurrence of such "change in control," but, in the event of any such
termination (i) an option or SAR holder will generally have the right,
commencing at least five days prior to the "change in control" and subject to
any other limitation on the exercise of the option in effect on date of
exercise, to immediately exercise any options in full to the extent they
previously have not been exercised, and (ii) restricted stock awards will vest.
The 1997 Plan will terminate on April 28, 2007, and Awards shall not be
granted under the 1997 Plan after that date although the terms of any Awards may
be amended in accordance with the 1997 Plan at any date prior to the end of the
term of such Awards. Any Awards outstanding at the time of termination of the
1997 Plan will continue in full force and effect according to the terms and
conditions of the Award and the 1997 Plan.
The 1997 Plan may be amended by the Board of Directors of the Company,
provided that shareholder approval will be necessary as required under Rule
16b-3 of the regulations of the Securities Exchange Act of 1934, and provided
further that no amendment may impair any rights of any holder of an Award
previously granted under the 1997 Plan without the holder's consent.
Certain of the federal income tax consequences to the Company and
participants in the 1997 Plan of the grant and the exercise of Awards under
currently applicable provisions of the Internal Revenue Code are as described
below.
FEDERAL INCOME TAX CONSEQUENCES -- NON-QUALIFIED STOCK OPTIONS. The
issuance of a non-qualified stock option under the 1997 Plan will not result in
any taxable income to the recipient or a tax deduction to the Company at the
time of grant. Generally, a participant to whom a non-qualified stock option has
been granted will recognize ordinary income at the time the participant
exercises the option and receives Common Shares in an amount equal to the excess
of the fair market value of such shares on the date of exercise over the option
price.
Subject to applicable limitations, the Company is generally entitled to a
tax deduction corresponding to the amount of income recognized by the
participant as a result of the exercise of a non-qualified stock option for the
year in which the participant recognizes such income for federal income tax
purposes.
FEDERAL INCOME TAX CONSEQUENCES -- SARS. A participant will not recognize
taxable income upon the grant of an SAR. The participant will generally
recognize ordinary income for federal income tax purposes in an amount equal to
the amount of cash and/or the fair market value of the Common Shares received
upon exercise of the SAR, in the tax year in which payment is made in respect of
an SAR, and the Company will normally be entitled to a tax deduction for an
equivalent amount for the same year.
FEDERAL INCOME TAX CONSEQUENCES -- RESTRICTED STOCK AWARDS AND STOCK BONUS
AWARDS. Generally, a participant to whom a restricted stock award or stock
bonus award is made will recognize ordinary income for federal income tax
purposes in an amount equal to the excess of the fair market value of the Common
Shares received at the time the shares first become transferable or are no
longer subject to a substantial risk of forfeiture over the purchase price, if
any, paid by the participant for such Common Shares, and such amount will
generally then be deductible for federal income tax purposes by the Company. For
tax purposes, in addition to other restrictions, the Company's Common Shares are
considered to be subject to a substantial risk of forfeiture as long as the sale
of the shares could subject the participant to suit under the "short swing
profit" provisions of Section 16. Alternatively, if the recipient of a
restricted stock award or stock bonus Award so elects, the recipient will
recognize ordinary income on the date of grant in an amount equal to the excess
of the fair market value of the Company's Common Shares (without taking into
account any lapse restrictions) on such date, over the purchase price, if any,
paid by the participant for such Common Shares, and such amount will generally
then be deductible by the Company. In the event of the forfeiture of Common
Shares included in a restricted stock award or stock bonus award, the
participant will not be entitled to any deduction except to the extent the
participant paid for such Common Shares. Upon a sale of the Common Shares
included in the restricted stock award or stock bonus award, the participant
will recognize capital gain or loss, as the case may be, equal to the difference
between the amount realized from such sale and the participant's tax basis for
such Common Shares.
VOTE REQUIRED FOR APPROVAL OF THE AMENDMENT TO THE 1997 PLAN. The
affirmative votes cast by the holders of a majority of the Common Shares,
present in person or by proxy at the meeting, is required for the adoption of
the Amendment to the 1997 Plan; provided that the total vote cast on the
proposal must exceed 50% of the total number of Common Shares eligible to vote
at the Annual Meeting. Thus, shareholders who vote to abstain will in effect be
voting
13
<PAGE> 15
against the proposal. Broker non-votes however are not counted as present and
entitled to vote for determining whether this proposal has been approved and
have no effect on its outcome.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE 1997 PLAN.
14
<PAGE> 16
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 KPMG Peat Marwick LLP ("KPMG") is expected to be present at
the meeting. KPMG acted as independent auditors for the Company for the fiscal
year ended March 31, 1998. The Audit Committee will select the company's
auditors for fiscal 1999.
On October 18, 1996, Price Waterhouse LLP ("PW") resigned as the
independent accountants of the Company. The reports of PW on the Company's
financial statements for each of the past two fiscal years contained no adverse
opinions or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle, except the report of PW on the
financial statement for the fiscal year ended March 31, 1995 included an
explanatory paragraph relating to a material uncertainty regarding litigation.
In connection with its audits for the two most recent fiscal years and
through October 18, 1996, there were no disagreements between the Company and PW
on the matter of accounting principle or practices, financial statement
disclosures, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of PW would have caused them to make reference thereto in
their report on the financial statements for such years.
During the fiscal year ended March 31, 1996 and through October 18, 1996,
there have been no "reportable events" as defined in Regulation S-K Item
304(a)(1)(v). In connection with the audit of the Company's financial statements
for the fiscal year ended March 31, 1995, PW advised the Audit Committee of the
Registrant that it was no longer able to rely upon representations of the
Company's then Chief Financial Officer ("former CFO"). The Audit Committee
immediately caused the former CFO to be placed on leave of absence. The former
CFO was subsequently discharged and replaced.
On November 15, 1996, the Company engaged KPMG as the principal independent
accountants to audit its financial statements.
GENERAL
VOTING AT THE MEETING
Shareholders of record at the close of business on May 22, 1998 are
entitled to vote at the meeting. On that date, which was prior to the effective
date of the 5-for-4 stock split of the Company's Common Shares, a total of
6,360,110 Common Shares were outstanding. Each Common Share is entitled to one
vote. The closing price (unadjusted for the 5-for-4 stock split) of a Common
Share on May 22, 1998 was $15 15/16.
Holders of Common Shares have no cumulative voting rights. Provided that 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 Proposal 1 (election of
Directors), on Proposal 2 (amendment to the Articles) and on Proposal 3
(Amendment to the 1997 Plan) if they have not received voting instructions from
the beneficial owners by the tenth day before the meeting, provided that this
Proxy Statement is transmitted to the beneficial owners at least 15 days before
the Annual Meeting.
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 15, 1999.
PROXY SOLICITATION
The Company will bear the expense of the solicitation of proxies. In
addition to requesting proxies by mail, officers and 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 $2,500, plus expenses not in excess of
$1,000.
15
<PAGE> 17
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.
The Company's Annual Report for the fiscal year ended March 31, 1998, is
enclosed herewith.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 1 (ELECTION
OF THE NOMINEES TO THE BOARD OF DIRECTORS NAMED HEREIN), FOR PROPOSAL 2
(AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON SHARES FROM 12,000,000 TO 40,000,000), AND FOR PROPOSAL 3
(AMENDMENT OF THE 1997 LONG-TERM INCENTIVE PLAN OF CORRPRO COMPANIES, INC. TO
INCREASE THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE THEREUNDER FROM
1,285,738 TO 1,585,738).
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.
For the Board of Directors
Corrpro Companies, Inc.
/s/ Neal R. Restivo
Neal R. Restivo
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
June 15, 1998
16
<PAGE> 18
EXHIBIT A
CORRPRO COMPANIES, INC.
PROPOSED AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION
PROPOSAL 2 -- TO AMEND THE FIRST SENTENCE OF ARTICLE FOURTH OF THE
COMPANY'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO READ AS FOLLOWS:
The maximum number of shares which the Corporation is authorized to have
outstanding is forty-one million (41,000,000) shares, consisting of forty
million (40,000,000) Common Shares, without par value, and one million
(1,000,000) Serial Preferred Shares, without par value, of which five hundred
thousand (500,000) shares shall be voting and five hundred thousand (500,000)
shares shall be non-voting.
THE FIRST SENTENCE OF ARTICLE FOURTH PRESENTLY READS AS FOLLOWS:
The maximum number of shares which the Corporation is authorized to
have outstanding is thirteen million (13,000,000) shares, consisting of
twelve million (12,000,000) Common Shares, without par value, and one
million (1,000,000) Serial Preferred Shares, without par value, of which
five hundred thousand (500,000) shares shall be voting and five hundred
thousand (500,000) shares shall be non-voting.
A-1
<PAGE> 19
PROXY CORRPRO COMPANIES, INC.
BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING, JULY 22, 1998
The undersigned, having received the Notice of Meeting and Proxy Statement,
hereby constitutes and appoints Joseph W. Rog, David H. Kroon, and Barry W.
Schadeck, and each of them (with full power of substitution respectively), true
and lawful attorneys and proxies for the undersigned to attend the Annual
Meeting to be held on July 22, 1998, at 10:00 a.m., at Medina Country Club, 5588
Wedgewood Road, Medina, Ohio, and any adjournments thereof.
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, FOR
Proposal 2 (approval of an amendment to the Company's Articles of Incorporation
to increase the number of authorized Common Shares from 12,000,000 to
40,000,000), FOR Proposal 3 (approval of an Amendment to the 1997 Long-Term
Incentive Plan of Corrpro Companies, Inc.). In their discretion, the parties are
also authorized to vote upon such other matters as may properly come before the
meeting.
1. Election of Directors, Nominees:
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for the nominees listed below
</TABLE>
WARREN F. ROGERS, BARRY W. SCHADECK AND WALTER W. WILLIAMS
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. Proposal to approve an amendment to the Company's Articles of Incorporation
to increase the number of authorized Common Shares from 12,000,000 to
40,000,000 [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to approve the Amendment to the 1997 Long-Term Incentive Plan of
Corrpro Companies, Inc. to increase the number of Common Shares reserved for
issuance thereunder from 1,285,738 to 1,585,738.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on the reverse side)
(Continued from other side)
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 DIRECTOR'S RECOMMENDATIONS. YOUR SHARES CANNOT BE VOTED UNLESS
YOU SIGN AND RETURN THIS CARD.
Dated: , 1998
--------------
----------------------------
Signature(s)
----------------------------
Signature(s)
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.
[ ] ATTEND MEETING
We would appreciate your
indicating if you are
planning to attend the
Annual Meeting. Your failure
to check
Proxy Card
