<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C> <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 Rule 14a-11(c) or Rule 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: ...........................................................
--------------------------------------------------------------------------------
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<PAGE> 2
[CORRPRO COMPANIES LETTERHEAD]
July 20, 2000
Dear Corrpro Shareholders:
We invite you to attend Corrpro's 2000 Annual Shareholders' Meeting. It
will be held on Thursday, August 24, 2000, at The Medina Country Club, 5588
Wedgewood Road, Medina, Ohio 44256 beginning at 10:00 a.m. eastern daylight
savings time.
Our directors and officers are expected to be available before and after
the meeting to speak with you. During the meeting, we will review the
performance of our business over the past fiscal year and will consider the
matters explained in the formal notice and proxy statement that follow.
Please vote, sign and return the enclosed proxy as soon as possible,
whether or not you plan to attend the meeting. Your vote is important.
Sincerely,
/s/ Joseph W. Rog
Joseph W. Rog
Chairman of the Board, President
and Chief Executive Officer
<PAGE> 3
[CORRPRO COMPANIES LETTERHEAD]
CORRPRO COMPANIES, INC.
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD AUGUST 24, 2000
--------------------------------------------------------------------------------
To the Holders of Common Shares of
Corrpro Companies, Inc.
We will hold the Annual Shareholders' Meeting of Corrpro Companies, Inc. at
The Medina Country Club, 5588 Wedgewood Road, Medina, Ohio 44256, on Thursday,
August 24, 2000, at 10:00 a.m., eastern daylight savings time.
The meeting's purpose is to:
1. Elect 3 Directors;
2. Consider any other matters which properly come before the
meeting and any adjournments.
Only shareholders of record of common stock at the close of business on
June 26, 2000 are entitled to receive notice of and to vote at the meeting. A
list of the shareholders entitled to vote will be available for examination at
the meeting by any shareholder for any purpose properly related to the meeting.
We have enclosed our fiscal 2000 annual report, which includes our
financial statements, and our proxy statement with this notice of annual
meeting.
To assure your wishes are carried out, please vote, sign and mail the
enclosed proxy as soon as possible. We have enclosed a postage prepaid return
envelope. Your proxy is being solicited by Corrpro's Board of Directors.
/s/ Neal R. Restivo
Neal R. Restivo
Executive Vice President -- Chief Financial Officer,
Secretary and Treasurer
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
<PAGE> 4
--------------------------------------------------------------------------------
CORRPRO COMPANIES, INC.
PROXY STATEMENT
ANNUAL SHAREHOLDERS' MEETING
--------------------------------------------------------------------------------
Corrpro's 2000 annual shareholders' meeting will be held August 24, 2000
beginning at 10:00 a.m., eastern daylight savings time. It will be at The Medina
Country Club, 5588 Wedgewood Road, Medina, Ohio 44256.
RECORD DATE
--------------------------------------------------------------------------------
Shareholders as of the close of business on June 26, 2000 are entitled to
vote at the meeting. Each share is entitled to one vote. On June 26, 2000, we
had 7,687,213 shares of our common stock outstanding.
AGENDA
--------------------------------------------------------------------------------
The purpose of the meeting is to:
1. Elect 3 Directors;
2. Consider any other proper business.
PROXIES
--------------------------------------------------------------------------------
We will follow your voting instructions on the proxy card that you return.
If no instructions are given, we will vote signed proxies "for" the Board's
nominees. The Board or proxy holders will use their discretion on other matters.
If a nominee cannot or will not serve as a Director, the Board or proxy holders
will vote for a person whom they believe will carry on our present policies.
PROXIES SOLICITED BY
--------------------------------------------------------------------------------
Corrpro is soliciting this proxy on behalf of the Corrpro Board of
Directors.
FIRST MAILING DATE
--------------------------------------------------------------------------------
This proxy statement is being mailed to shareholders on or about July 20,
2000.
<PAGE> 5
REVOKING YOUR PROXY
--------------------------------------------------------------------------------
You may revoke your proxy before it is voted at the meeting. To revoke,
follow the procedures listed under "Voting Procedures/Revoking Your Proxy."
FISCAL YEAR
--------------------------------------------------------------------------------
Our fiscal year is the 12-month period beginning April 1 and ending March
31. Unless otherwise noted, we are presenting information for our fiscal year
that ended March 31, 2000. Fiscal 2000 means our most recently completed fiscal
year which ended March 31, 2000. Fiscal 2001 means our current fiscal year that
will end March 31, 2001.
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COSTS OF RESOLICITATION.
2
<PAGE> 6
CONTENTS
<TABLE>
<S> <C>
General Information......................................... 1
Proposal One: Election of Directors......................... 3
Compensation Committee Report on Executive
Compensation(1)........................................... 7
Company Stock Performance (1)............................... 9
Executive Compensation and Other Information................ 10
Section 16(a) Beneficial Ownership Reporting Compliance..... 12
Corrpro Share Ownership..................................... 12
Compensation Committee Interlocks and Insider
Participation............................................. 13
Independent Auditors........................................ 13
Voting Procedures/Revoking Your Proxy....................... 14
Submission of Shareholder Proposals......................... 15
Other Business.............................................. 15
</TABLE>
---------------
(1) The Compensation Committee report and the performance graph will not be
incorporated by reference into any present or future filings we make with
the SEC, even if those reports incorporate all or any part of this proxy
statement.
PROPOSAL ONE: ELECTION OF DIRECTORS
BOARD STRUCTURE
--------------------------------------------------------------------------------
The number of directors on the Board is set at seven. The Directors are
divided into two classes. At each annual meeting, the term of one class expires.
Directors in each class serve for two year terms.
In March 2000, former director Mr. Robert E. Hodge resigned from the Board
for personal health reasons. Mr. Hodge had served as a director since 1993 and
we wish to express our appreciation for his years of dedicated service and
substantial contributions to Corrpro's success. Mr. Hodge was a member of the
class of directors whose term expires in 2001 and as such the vacancy created by
his resignation may be filled by action of the remaining directors. We are in
the process of identifying candidates (including those qualified to serve on the
Audit Committee in accordance with New York Stock Exchange requirements) to
succeed Mr. Hodge.
BOARD NOMINEES WHOSE TERMS EXPIRE AT THE 2002 ANNUAL MEETING:
--------------------------------------------------------------------------------
We will elect 3 Directors this year. The original slate of nominees
included Mr. Walter W. Williams, who has been a director since 1996. Subsequent
to his nomination, Mr. Williams' nomination for re-election was withdrawn for
health reasons which are anticipated to be temporary. The Company has not had
the opportunity to identify acceptable candidates outside the Company to fill
the nomination. The Board has reviewed available internal candidates for the
position and has nominated Michael K. Baach as director. We wish to express our
appreciation to Mr. Williams for his years of dedicated service and substantial
contributions to Corrpro's success.
We urge you to Vote for Dr. Rogers, Mr. Schadeck, and Mr. Baach.
3
<PAGE> 7
WARREN F. ROGERS
--------------------------------------------------------------------------------
Dr. Rogers has been a Director of Corrpro since July 1996. He has been,
since 1979, 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. Dr. Rogers has also served as a
Vice President of the Center for Naval Analysis in Alexandria, Virginia from
1982 to 1989. He 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. Age 70.
BARRY W. SCHADECK
--------------------------------------------------------------------------------
Mr. Schadeck has been a Director of Corrpro since April 1993 and Executive
Vice President since July 1995. He has been President of Corrpro Canada, Inc., a
Corrpro subsidiary, since its formation in May 1994. Mr. Schadeck has served as
President, since 1993, and Chief Financial Officer, since 1979, of Corrpro's
Commonwealth Seager Group subsidiary. Prior to 1979, for seven years he was
Chief Financial Accountant of Associated Engineering Services Ltd. Mr. Schadeck
graduated from Northern Alberta Institute of Technology with a degree in
accounting, and received his designation as a Certified General accountant in
1978. Age 49.
MICHAEL K. BAACH
--------------------------------------------------------------------------------
Mr. Baach has been an Executive Vice President since April 1993, Assistant
Secretary since June 1995 and Senior Vice President since 1992. Prior to that,
Mr. Baach was Vice President of Sales and Marketing since the Company's
formation in 1984. Mr. Baach has over twenty years of experience in the
corrosion control market and has been responsible for Corrpro's marketing and
sales activities, manufacturing, and international operations. Mr. Baach is also
responsible for inventing several corrosion control systems for which both U.S.
and European patents have been issued. Mr. Baach has conducted numerous
corrosion control training seminars and educational courses for the United
States Environmental Protection Agency, state underground tank rules enforcement
personnel, and university students. Mr. Baach is an active member of the
National Association of Corrosion Engineers. Age 45.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THESE NOMINEES.
4
<PAGE> 8
CONTINUING DIRECTORS WHOSE TERMS EXPIRE,
EXCEPT AS NOTED BELOW, AT THE 2001 ANNUAL MEETING:
--------------------------------------------------------------------------------
DAVID H. KROON
--------------------------------------------------------------------------------
Mr. Kroon has been a Director of Corrpro since 1984, and Executive Vice
President since April 1993. He served as Senior Vice President of Corrpro from
its formation in 1984 until April 1993. Mr. Kroon has over twenty-nine years of
engineering and consulting experience in the corrosion control market. He is
widely published in water and waste treatment, electrical power, oil and gas,
and environmental journals worldwide. His experience includes management of
business, planning, policies and procedures, and professional development. Mr.
Kroon graduated from Yale University with a Bachelor of Science degree in
Chemistry. Age 51.
C. RICHARD LYNHAM
--------------------------------------------------------------------------------
Mr. Lynham has been a Director of Corrpro since June 1992. Since 1992, he
has been the owner and Chief Executive Officer of Harbor Castings, Inc., with
investment casting foundries located in North Canton, Ohio, Piney Flats,
Tennessee, and Muskegon Heights, Michigan. Previously he was Group Vice
President, Ceramics, for Ferro Corporation (1984-1992), a Fortune 500
manufacturer of specialty industrial products. Mr. Lynham is a director of
Western Reserve Bancorp, Inc. Mr. Lynham holds the degrees of Bachelor of
Mechanical Engineering from Cornell University and Master of Business
Administration from Harvard University. Age 58.
JOSEPH W. ROG
--------------------------------------------------------------------------------
Mr. Rog has been a Director and Corrpro's Chief Executive Officer since its
formation in 1984. He become Chairman of the Board in June 1993 and has been
President since June 1995. Mr. Rog was also Corrpro's President between January
1984 and June 1993. Mr. Rog has over thirty-five 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. He graduated from Kent State University with a Bachelor of Science
degree in Geology, and has also completed a Graduate School of Business course
at Stanford University. Age 60.
WALTER W. WILLIAMS
--------------------------------------------------------------------------------
Mr. Williams has been a Director of Corrpro since July 1996. As noted
above, Mr. Williams' term as a director will expire on the date of the 2000
annual shareholders' meeting. He 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 was President and
Chief Operating Officer of Rubbermaid Incorporated beginning in September 1987
and Vice Chairman beginning in October 1990. Prior to joining Rubbermaid, he
spent 31 years with The General Electric Company in a wide variety of domestic
and international consumer marketing, sales and general management positions. He
is a director of Enamelon, Inc., the Stanley Works, and Paxar Corporation. Mr.
Williams graduated from Utica College of Syracuse University with a degree in
Finance. Age 66.
5
<PAGE> 9
BOARD INFORMATION
BOARD MEETINGS:
--------------------------------------------------------------------------------
In fiscal 2000, the Board held a total of four regular quarterly meetings.
Each Director attended at least 75% of all Board and applicable Committee
meetings.
BOARD COMMITTEES:
--------------------------------------------------------------------------------
The Audit Committee's primary function is to assist the Board in fulfilling
its oversight responsibility by reviewing the financial information which will
be provided to shareholders and others, the systems of internal controls which
management and the Board have established, and the audit process. The Audit
Committee reports its activities to the Board on a regular basis. The Audit
Committee held two meeting in fiscal 2000. Current Members: Mr. Lynham
(Chairperson), Dr. Rogers, and Mr. 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. It also 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 is authorized to nominate Directors and Committee members. The
Compensation Committee held one meeting during fiscal 2000. Current Members: Mr.
Lynham, Mr. Rog, Dr. Rogers (Chairperson), and Mr. Williams. Its Stock Option
Subcommittee, which administers and authorizes awards under certain of the
Company's compensation plans, is comprised of Mr. Lynham, Dr. Rogers, and Mr.
Williams.
The entire Board elected to exercise its right to nominate the Directors
standing for election at the 2000 annual shareholders' meeting.
BOARD COMPENSATION
RETAINER AND FEES
--------------------------------------------------------------------------------
Corrpro pays non-employee Directors an annual retainer of $12,000. Corrpro
also pays non-employee Directors $1,000 ($1,200 for a Committee chairperson) for
each in-person Board or Committee meeting attended and $350 ($550 for a
Committee chairperson) for each telephonic Board or Committee meeting attended.
Corrpro also reimburses its Directors for reasonable out of pocket expenses
incurred in attending Board and Committee meetings.
DEFERRED COMPENSATION PLAN
--------------------------------------------------------------------------------
Eligible Directors may elect to defer payment of all or any part of the
compensation under the Deferred Compensation Plan for Outside Directors.
Participating Directors elect an investment model which determines the return on
their deferred funds. The investment model can include Corrpro common shares.
Deferred portions are payable in a lump sum, over a period of five years or over
a period of ten years. The Director specifies in advance the date
6
<PAGE> 10
on which payments will begin. Payments are accelerated if the Director dies or
becomes disabled.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
--------------------------------------------------------------------------------
Under the 1997 Non-employee Directors' Stock Option Plan, Corrpro
automatically grants stock options to purchase 2,500 Corrpro shares at fair
market value on the date a Director is first elected, and, beginning the next
calendar year, on each September 30th that the individual is a Corrpro Director.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE COMMITTEE
--------------------------------------------------------------------------------
During fiscal 2000, Corrpro's Compensation Committee was comprised only of
outside Directors. Mr. Rog became a member of the Compensation Committee on May
18, 2000. Our Stock Option Subcommittee is comprised only of independent
Directors as defined by the Securities and Exchange Commission and the Internal
Revenue Service. We generally exercise the Board's powers in compensating
Corrpro's executive officers. We also administer Corrpro's incentive plans,
including the 1997 Long-Term Incentive Plan.
BASE SALARIES
--------------------------------------------------------------------------------
We review recommendations and set the base salaries of the named executive
officers each fiscal year. In performing this review, we consider the
compensation practices of comparable companies, competitive trends, individual
performance, and duties and responsibilities of the officers.
In establishing Mr. Rog's base salary for fiscal 2000, we considered
published market data and competitive information provided by external
compensation consultants on domestic industrial companies of similar size. We
believed it was necessary to consider a broad group of domestic industrial
companies of similar size for salary comparisons since this broad group of
companies competes for the talent of the executive officers.
INCENTIVE COMPENSATION
--------------------------------------------------------------------------------
Cash Incentives. Corrpro maintains a cash bonus program. Key employees,
including the executive officers, can earn cash bonuses. Bonuses are determined
based on performance measures approved by the Board and management's discretion.
The performance measures used for fiscal 2000 included Corrpro's consolidated
earnings before taxes and bonus expense, as well as local, regional and business
unit performance objectives. In determining the size of target awards for the
Chief Executive Officer and executive officers, the Committee considers the
performance of each executive relative to such executive's individual
responsibilities. No executive officer received a cash bonus award for fiscal
2000.
Equity Incentives. While no stock options were granted to the five named
executive officers during fiscal 2000, from time to time stock options have been
granted to executive
7
<PAGE> 11
officers and key employees. The options are designed to provide incentives to
manage Corrpro in the best interests of the shareholders, and to encourage the
executives to remain employed by Corrpro on a long-term basis. We have granted
these awards based upon the level of the executive's responsibility,
performance, and the importance of such executive's retention. These factors
were weighted as deemed appropriate by the Compensation Committee.
Respectfully submitted,
Compensation Committee:
C. Richard Lynham
Joseph W. Rog
Warren F. Rogers
Walter W. Williams
8
<PAGE> 12
COMPANY STOCK PERFORMANCE
The graph below compares the cumulative return from investing $100 on March
31, 1995 in Corrpro shares, the S&P 500 Index, and an index of peer companies.
The peer companies offer a broad range of engineering, environmental and cost
construction services. They include Exponent, Inc., Harding Lawson Associates
Group, Inc., Michael Baker Corp. and for periods prior to fiscal 1999,
Tanknology Environmental, Inc. Tanknology Environmental, Inc.'s results are no
longer available as of the end of fiscal 1999.
COMPARISON OF CUMULATIVE TOTAL RETURN
MARCH 31, 1995 TO MARCH 31, 2000
<TABLE>
<CAPTION>
CORRPRO S&P 500 PEER GROUP
------- ------- ----------
<S> <C> <C> <C>
1995 100.00 100.00 100.00
1996 44.85 132.10 119.46
1997 56.62 158.28 120.31
1998 87.13 234.26 180.22
1999 83.64 277.51 121.53
2000 34.93 327.30 156.03
</TABLE>
9
<PAGE> 13
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF COMPENSATION
--------------------------------------------------------------------------------
The following table summarizes the compensation we paid the chief executive
officer and each of the four other most highly compensated executive officers as
of the end of fiscal 2000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
NAME AND PRINCIPAL FISCAL OTHER ANNUAL STOCK ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(1)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog................ 2000 $274,000 $ 0 $0 0 $7,850
Chairman of the Board, 1999 274,000 165,000 0 25,000 4,004
President, and Chief
Executive Officer 1998 249,000 132,600 0 131,250 3,032
Michael K. Baach............. 2000 165,000 0 0 6,341
Executive Vice President 1999 165,000 80,000 0 10,000 1,425
Sales and Marketing 1998 150,000 63,600 0 31,250 1,096
George A. Gehring, Jr........ 2000 165,000 0 0 6,021
Executive Vice President, 1999 165,000 120,000 0 10,000 2,538
Eastern Region 1998 150,000 63,600 0 31,250 2,167
Neal R. Restivo.............. 2000 175,000 0 0 6,911
Executive Vice President, 1999 175,000 75,000 0 10,000 3,445
Chief Financial Officer, 1998 164,000 63,600 0 37,500 2,940
Secretary and Treasurer
Barry W. Schadeck............ 2000 165,000 0 0 0
Executive Vice President, 1999 165,000 120,000 0 10,000 0
Western Region and
President of Corrpro 1998 142,660 82,200 0 31,250 0
Canada, Inc.
</TABLE>
-------------------------
(1) Amounts represent Company matching contributions Corrpro's 401(k) retirement
savings plan.
10
<PAGE> 14
OPTIONS GRANTED IN LAST FISCAL YEAR
No stock options were granted during fiscal 2000 to the officers named in
the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED FISCAL YEAR-END AT FISCAL YEAR-END (1)
ON VALUE EXERCISABLE EXERCISABLE
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Rog............. None N/A 224,167 27,083 $130,050 $0
Michael K. Baach.......... None N/A 65,417 9,583 54,188 0
George A. Gehring, Jr..... None N/A 137,267 9,583 45,084 0
Neal R. Restivo........... None N/A 88,333 11,667 0 0
Barry W. Schadeck......... None N/A 81,667 9,583 0 0
</TABLE>
-------------------------
(1) This value is calculated based on the difference between $ 4.75, the closing
price of the Company's Common Shares on March 31, 2000, and the exercise
price of the options.
EMPLOYMENT AGREEMENTS
--------------------------------------------------------------------------------
Mr. Rog's current employment agreement has a term which began April 1, 1998
and continues until March 31, 2001. Under this agreement, Mr. Rog serves as
Corrpro's Chairman of the Board, Chief Executive Officer and President. The
agreement provides for Mr. Rog to be nominated as a Corrpro Director for so long
as such agreement remains in effect.
This employment agreement provides for the payment of base salary and such
other compensation as determined by the Board of Directors from time to time.
Other compensation may include bonuses, stock options, and incentive
compensation. Mr. Rog's base salary is subject to annual review.
Mr. Rog may not compete with Corrpro during the term of the agreement and
for as long as Mr. Rog receives payments pursuant to the agreement. Corrpro may
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.
Corrpro may have to pay severance to Mr. Rog if specified events occur.
These events include termination of his employment 1) because Corrpro is in
breach or 2) without good cause three months prior to or twelve months after a
change in control, as defined. In such cases, Corrpro must pay one year of
severance (two years in the event of a change in control) at the rate of his
base salary 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.
Mr. Rog would also be entitled to continue any medical or other insurance
coverage in effect at the time of
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<PAGE> 15
termination until age 65. If the severance is payable due to a change in
control, Corrpro must set aside sufficient funds in a trust which satisfies
certain tax requirements.
Mr. Rog's is eligible for disability benefits. If he becomes disabled while
employed, his salary and other compensation continues for the first ninety days,
offset by amounts paid under other company sponsored disability plans. If his
disability cannot be reasonably accommodated, the Board may terminate his
employment. In such case, Mr. Rog's current participation in bonus and incentive
plans will not be adversely affected. Mr. Rog is also covered by other company
welfare benefits.
Corrpro and Mr. Baach, Mr. Gehring, and Mr. Restivo have signed employment
agreements beginning April 1, 1998 and ending March 31, 2001 under which each
serves as an Executive Vice President. 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 if specified events occur. Mr.
Schadeck's services are provided through one of Corrpro's Canadian subsidiaries.
This subsidiary has engaged Mr. Schadeck under a management services agreement
which provides for base level compensation and bonuses based on performance. The
agreements with the named executive officers generally restrict the officers
from competing for one year following termination.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by our Directors, executive officers and
beneficial holders of 10% or more of our shares, and upon information provided
by those persons, all SEC stock ownership reports required to be filed by those
reporting persons during fiscal 2000 were timely made.
CORRPRO SHARE OWNERSHIP
The following tables lists our share ownership for the persons or groups
specified on June 26, 2000, unless otherwise noted. Ownership includes direct
and indirect (beneficial) ownership, as defined by SEC rules. To our knowledge,
each person, along with his or her spouse, has sole voting and investment power
over the shares unless otherwise noted.
12
<PAGE> 16
CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES(1) PERCENT
----------------------------------------------------------------------------------
<S> <C> <C>
Michael K. Baach............................................ 145,006 1.7
George A. Gehring, Jr....................................... 140,917 1.7
David H. Kroon.............................................. 300,759 3.6
C. Richard Lynham........................................... 20,625 *
Neal R. Restivo............................................. 89,833 1.0
Joseph W. Rog............................................... 478,582 5.7
Warren F. Rogers............................................ 5,875 *
Barry W. Schadeck........................................... 167,519 2.0
Walter W. Williams.......................................... 110,075 1.3
14 Directors and executive officers as a group.............. 1,513,354 18.0
David L. Babson & Company Incorporated (2).................. 900,888 11.8
Dimensional Fund Advisors, Inc. (2)......................... 481,300 6.3
</TABLE>
-------------------------
* Less than 1%
(1) The number of shares listed includes shares under currently exercisable
stock options and stock options which may become exercisable within 60 days
following June 26, 2000. The number of such exercisable stock options for
those listed above are: Mr. Baach (65,417 shares); Mr. Gehring (137,267
shares); Mr. Kroon (59,167 shares); Mr. Lynham (18,750 shares); Mr. Restivo
(88,333 shares); Mr. Rog (224,167 shares); Dr. Rogers (5,625 shares); Mr.
Schadeck (81,667 shares) Mr. Williams (5,625 shares); and all Directors and
executive officers as a group (725,975 shares).
(2) 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 17, 2000 and a Schedule 13G filed by
Dimensional Fund Advisors, Inc. on February 3, 2000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Warren F. Rogers, a member of the Compensation Committee, is president of
Warren Rogers Associates, Inc. ("WRA"). Prior to fiscal 2000, under SEC
regulations the Company was required to report the amount of fees paid to WRA
for statistical evaluation of corrosion data relating to the Company's
Customers. In fiscal 2000 the amount of such fees was less than the amount
required for reporting purposes. The Company believes that the terms of all
transactions and arrangements with WRA were no less favorable to the Company
than similar transactions and arrangements which might have been entered into
with unrelated parties.
INDEPENDENT AUDITORS
Corrpro is incorporated in Ohio, which does not require approval by
shareholders of the selection of independent auditors. A representative of KPMG
LLP is expected to be present
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<PAGE> 17
at the meeting. KPMG acted as independent auditors for Corrpro for the fiscal
2000. The Audit Committee will recommend Corrpro's auditors for fiscal 2001.
VOTING PROCEDURES/REVOKING YOUR PROXY
You can vote by mail or in person at the meeting. To vote by mail, complete
and sign your proxy card -- or your broker's voting instruction card if your
shares are held by your broker -- and return it in the enclosed business-reply
envelope.
To be elected, Directors must receive a plurality of the shares present and
voting in person or by proxy, provided a quorum exists. A plurality means
receiving the largest number of votes, regardless of whether that is a majority.
A quorum is present if at least a majority of the outstanding shares on the
Record Date (7,687,213 shares) is present in person or by proxy. All other
matters submitted to you at the meeting will be decided by a majority of the
votes cast on the matter, provided a quorum exists, except as otherwise provided
by law or our Articles of Incorporation or Code of Regulations.
Those who fail to return a proxy or attend the meeting will not count
towards determining any required plurality, majority or quorum. Shareholders and
brokers returning proxies or attending the meeting who abstain from voting on a
proposition will count towards determining a quorum for that matter, and their
proxies will not affect determination of a plurality. Those abstentions,
however, will not count towards achievement of a majority.
If you are a participant in our 401(k) retirement savings plan, the blue
proxy card will represent the number of shares in your plan account. The proxy
will also serve as a voting instruction to the trustee of the 401(k) plan for
your plan shares. For our plans, if you do not vote your shares, the trustees of
those plans will vote them on your behalf.
The enclosed proxies will be voted in accordance with the instructions you
place on the proxy card. Unless otherwise stated, all shares represented by your
returned, signed proxy will be voted as noted on the first page of this proxy
statement.
You can change your mind after sending in a proxy, until the meeting by
following these procedures.
Proxies may be revoked if you:
- Deliver a signed, written revocation letter, dated later than the proxy,
to Neal R. Restivo, Secretary, at 1090 Enterprise Drive, Medina, Ohio
44256;
- Deliver a signed proxy, dated later than the first one, to Fifth Third
Bank, 38 Fountain Square Plaza 10AT60, Cincinnati, Oh 45263;
- Attend the meeting and vote in person or by proxy. Attending the meeting
alone will not revoke your proxy.
PROXY SOLICITATION
Beacon Hill Partners, Inc. will help us solicit proxies at a cost to
Corrpro of $2,500 plus expenses. Our employees may also solicit proxies for no
additional compensation. We will reimburse banks, brokers, custodians, nominees
and fiduciaries for reasonable expenses they incur in sending these proxy
materials to you if you are a beneficial holder of our shares.
14
<PAGE> 18
SUBMISSION OF SHAREHOLDER PROPOSALS
From time to time, shareholders seek to nominate Directors or present
proposals for inclusion in the proxy statement and form of proxy for
consideration at the annual meeting. To be included in the proxy statement or
considered at an annual or any special meeting, you must timely submit, to our
Secretary, nominations of Directors or proposals, in addition to meeting other
legal requirements. We must receive proposals to be included in the proxy
statement for the 2001 annual meeting no later than March 21, 2001. We must
receive proposals not to be included in the proxy statement for the 2001 annual
meeting no later than June 5, 2001.
OTHER BUSINESS
The Board of Directors knows of no other matters for consideration at the
meeting. If any other business should properly arise, the persons appointed in
the enclosed proxy have discretionary authority to vote in accordance with their
best judgment.
A copy of Corrpro's Fiscal 2000 Annual Report on Form 10-K to the
Securities and Exchange Commission may be obtained by shareholders, without
charge, upon written request to Investor Relations, Corrpro Companies, Inc. You
may also obtain our SEC filings through the Internet at www.sec.gov or visit us
at our website at www.corrpro.com.
By order of the Board of Directors.
/s/ Neal R. Restivo
Neal R. Restivo
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
15
<PAGE> 19
PROXY CORRPRO COMPANIES, INC.
BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING, AUGUST 24, 2000
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 August 24, 2000, at 10:00 a.m., at
Medina Country Club, 5588 Wedgewood Rd., Medina, Ohio 44256, and any adjournment
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. 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
WARREN F. ROGERS, BARRY W. SCHADECK, AND MICHAEL K. BAACH
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
</TABLE>
--------------------------------------------------------------------------------
(Continued on the reverse side)
<PAGE> 20
CORRPRO COMPANIES, INC.
C/O CORPORATE TRUST SERVICES
MAIL DROP 10AT66--4129
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45263
FOLD AND DETACH HERE
--------------------------------------------------------------------------------
(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.
[ ] ATTEND MEETING
We would appreciate your indicating if you are planning to attend the Annual
Meeting. Your failure to check this box will not prejudice you from attending
the meeting.
Dated:
--------------------------------
--------------------------------------
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.
