<PAGE>
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:
/ / 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 Section240.14a-11(c) or
Section240.14a-12
CYTEC INDUSTRIES INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE>
[LOGO]
CYTEC INDUSTRIES INC.
5 GARRET MOUNTAIN PLAZA
WEST PATERSON, NJ 07424
Notice of Annual Meeting
of Common Stockholders to be held
May 8, 2000
March 29, 2000
To the Holders of Common Stock
We will hold the Annual Meeting of Common Stockholders of Cytec
Industries Inc. at the Sheraton Crossroads Hotel, Crossroads Corporate Center,
Mahwah, New Jersey 07495, on Monday, May 8, 2000, at 11:00 a.m. The purpose of
the meeting is to elect two directors and to transact any other business that
properly comes before the meeting.
You must have been a holder of Common Stock at the close of business on
March 9, 2000 to be entitled to notice of and to vote at the meeting or at any
postponement or adjournment.
Since stockholders cannot take any action at the meeting unless a majority
of the outstanding shares of Common Stock is represented, it is important that,
either, you attend the meeting in person or are represented by proxy at the
meeting.
If you cannot attend the meeting, please promptly sign and date the enclosed
proxy and mail it in the enclosed envelope, which requires no postage if mailed
in the United States.
By Order of the Board of Directors,
E. F. Jackman
SECRETARY
<PAGE>
[LOGO]
CYTEC INDUSTRIES INC.
5 GARRET MOUNTAIN PLAZA
WEST PATERSON, NJ 07424
Proxy Statement for
Annual Meeting of Common Stockholders
to be held May 8, 2000
March 29, 2000
This proxy statement contains information relating to the Annual Meeting of
Common Stockholders of Cytec Industries Inc., which will be held on Monday,
May 8, 2000, beginning at 11:00 a.m., at the Sheraton Crossroads Hotel,
Crossroads Corporate Center, Mahwah, New Jersey, and at any postponement or
adjournment of that meeting.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE MEETING?
At the annual meeting, stockholders will vote on the election of directors.
In addition, the Company's management will report on the Company's performance
and respond to questions from stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record date,
March 9, 2000, are entitled to receive notice of the annual meeting and to vote
the shares of common stock that they held on that date at the meeting, or any
postponement or adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon.
WHO MAY ATTEND THE MEETING?
All stockholders as of the record date, or their duly appointed proxies, may
attend the meeting. Please note that if you hold shares in "street name" (that
is, through a broker or other nominee), you will need to bring a copy of a
brokerage statement reflecting your stock ownership as of the record date and
check in at the registration desk at the meeting in order to obtain an admission
ticket.
WHAT IS A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 41,190,609 shares of common stock of the Company were outstanding.
Proxies received but marked as abstentions and broker non-votes will be included
in the calculation of the number of shares considered to be present at the
meeting.
HOW DO I VOTE?
The accompanying proxy is solicited by the Company's Board of Directors. If
you complete and properly sign the accompanying proxy card and return it to the
Company, it will be voted as you direct. Even if you plan to attend the meeting,
it is desirable that you return the proxy card to the Company in advance of the
meeting.
<PAGE>
MAY I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with the Secretary of the
Company either a notice of revocation or a duly executed proxy bearing a later
date.
HOW DO I VOTE MY SAVINGS PLAN SHARES?
If you participate in the Cytec Employees' Savings and Profit Sharing Plan,
shares of common stock of the Company equivalent to the value of the common
stock interest credited to your account under that plan will be voted
automatically by the trustee in accordance with your proxy, if the proxy is
received by May 2, 2000. Otherwise, the share equivalents credited to your
account will be voted by the trustee in the same proportion that it votes share
equivalents for which it receives timely instructions from all plan
participants.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
The Board of Directors recommends that you vote for election of the
nominated slate of directors. Unless you give other instructions on your proxy
card, the persons named as proxy holders on the proxy card will vote in
accordance with this recommendation.
With respect to any other matter that properly comes before the meeting, the
proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO ELECT DIRECTORS?
The affirmative vote of a plurality of the votes cast at the meeting is
required for the election of directors. Therefore, an abstention or a broker
non-vote is neither an affirmative nor a negative vote, and will not have any
effect on the outcome of the election.
A properly executed proxy marked "Withhold Authority" with respect to the
election of one or more directors will not be voted with respect to the director
or directors indicated, although it will be counted for purposes of determining
whether there is a quorum.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, the terms of which
expire at the annual meetings in the following years:
<TABLE>
<CAPTION>
2000 2001 2002
- ---------------------- ----------------- ---------------
<S> <C> <C>
John E. Akitt David Lilley Darryl D. Fry
Frederick W. Armstrong William P. Powell Jerry R. Satrum
Gene A. Burns
</TABLE>
In addition, one director, Louis L. Hoynes, Jr., is elected by the holder of
the Company's Series C Cumulative Preferred Stock.
At the meeting, the Board of Directors will nominate John E. Akitt and
Frederick W. Armstrong for election as directors for three-year terms ending in
the year 2003.
If at the time of the meeting either or both of the nominees is not
available to serve as director--an event which the Board does not
anticipate--the proxies will be voted for a substitute nominee or nominees
designated by or at the direction of the Board, unless the Board has taken prior
action to reduce its membership.
BOARD OF DIRECTORS MEMBERSHIP
Set forth below is certain information concerning the nominees and the other
directors of the Company whose terms of office will continue after the meeting.
JOHN E. AKITT, age 67, has been a director of the Company since
October 1999. Mr. Akitt retired as Executive Vice President of Exxon Chemical
Company in 1998, having served in that capacity since 1992. At present, he
serves as a consultant to the Chemical Manufacturers Association and is a
director of the Chemical Industry Institute of Toxicology. Mr. Akitt is a
director of Dofasco Inc. and Georgia Gulf Corporation.
FREDERICK W. ARMSTRONG, age 69, has been a director of the Company since its
formation in December 1993. Before his retirement from American Cyanamid Company
("Cyanamid") in 1992, he served for many years as Director of Cyanamid's
Corporate Development and Planning Division and, from 1985 until his retirement,
as a Vice President of Cyanamid.
DARRYL D. FRY, age 61, has been a director of the Company since its
formation in December 1993. Since December 1993, he has served as Chairman
(until his retirement in January 1999), President (until January 1997) and Chief
Executive Officer (until May 1998) of the Company. Prior to the formation of the
Company he served in a number of executive capacities at Cyanamid including,
from January 1991 to December 1993, as Executive Vice President and President of
its Chemicals Group. He is a director of Allied Worldwide, Inc., Fortis Inc. and
EP Medsystems, Inc.
LOUIS L. HOYNES, JR., age 64, has been a director of the Company since
December 1994. Mr. Hoynes is Senior Vice President and General Counsel of
American Home Products Corporation, having served in that capacity since 1990.
Prior to that he was a partner in the law firm of Willkie Farr & Gallagher. He
serves as the Director of the Company elected by Cyanamid as holder of the
Company's outstanding Series C Cumulative Preferred Stock.
3
<PAGE>
DAVID LILLEY, age 53, has been a director of the Company since
January 1997. Mr. Lilley is Chairman (since January 1999), President (since
January 1997) and Chief Executive Officer (since May 1998) of the Company. From
1994 until January 1997, he was a Vice President of American Home Products
Corporation, responsible for the Global Medical Device business. Prior to that
time, he was Vice President and a member of the Executive Committee of Cyanamid.
WILLIAM P. POWELL, age 44, has been a director of the Company since its
formation in December 1993. He has been Managing Director of Warburg Dillon Read
LLC and its predecessor, Dillon, Read & Co. Inc., since January 1991, and prior
to that time was employed by Dillon Read since 1982 in a number of other
capacities. Mr. Powell is a director of International Executive Service Corps.
JERRY R. SATRUM, age 55, has been a director of the Company since May 1996.
Before his retirement from Georgia Gulf Corporation in 1998, he served as
Georgia Gulf's Chief Executive Officer (1991-1998), President (1989-1997) and
Vice President--Finance and Treasurer (from its inception until 1989).
Mr. Satrum has been a director of Georgia Gulf Corporation since its inception.
One director, Gene A. Burns, who has been a director of the Company since
its inception, will retire from the Board at the end of his term, which is the
date of the Annual Meeting.
COMMITTEES OF THE BOARD
Set forth below is certain information about the four Committees of the
Board of Directors.
- AUDIT COMMITTEE. This committee is comprised entirely of non-employee
directors. Among other things, it recommends to the full Board the
appointment of independent accountants; considers the overall scope and
approach and recommendations of the audit performed by the independent
accountants; reviews non-audit services rendered by the independent
accountants and considers the effect of such services on their
independence; reviews procedures for internal controls; reviews the
Company's policies and procedures with respect to compliance with the
Company's Code of Employee Conduct; and considers significant accounting
methods adopted or proposed to be adopted. The committee expects to
recommend changes to its charter in view of the recently released report
of the Blue Ribbon Committee on Increasing the Effectiveness of Corporate
Audit Committees. Messrs. Burns, Powell and Satrum are the members of this
Committee, which held five meetings during 1999.
- COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE. This committee is
comprised entirely of non-employee directors. This committee approves
compensation arrangements for the Company's officers, administers certain
compensation plans and makes recommendations thereunder.
Messrs. Armstrong, Burns, and Satrum are the members of this Committee,
which held three meetings during 1999.
- PENSION COMMITTEE. This Committee reviews actions taken by the Committee
on Investment of Pension Funds (which oversees investments of the
Company's funded benefit plans). Messrs. Armstrong and Powell are the
members of this Committee, which held two meetings during 1999.
- ENVIRONMENTAL, HEALTH AND SAFETY COMMITTEE. This committee serves as the
environmental oversight committee referred to under "Certain Relationships
and Related Transactions." It reviews, monitors and, as it deems
appropriate, advises the Board of Directors with respect to the policies
and practices of the Company in the areas of occupational health and
safety and environmental
4
<PAGE>
affairs. Messrs. Hoynes and Fry are the members of this Committee, which
held two meetings during 1999.
OTHER BOARD MATTERS
Our Board of Directors held five meetings during 1999. All members of the
Board attended at least 75% of the meetings of the Board and of the Committees
on which they serve. The Company does not have a Nominating Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of the copies of the forms received by it, the
Company believes that during 1999 all filings required under Section 16(a) of
the Securities Exchange Act of 1934 were complied with by its directors,
officers and greater than ten-percent beneficial owners, except for an
inadvertent late filing by Mark S. Andrekovich, Vice President, Human Resources,
of his Form 3 which was due in September 1999 as the result of his election as
an executive officer of Cytec.
CYTEC STOCK OWNERSHIP BY DIRECTORS & OFFICERS
The following table sets forth, as of February 1, 2000, the total beneficial
ownership of the Company's Common Stock by the Company's directors and the five
executive officers named in the Summary Compensation table (see the "Executive
Compensation" portion of this proxy statement):
BENEFICIAL STOCK OWNERSHIP OF DIRECTORS & OFFICERS
<TABLE>
<CAPTION>
RECORD & SAVINGS DEFERRED STOCK TOTAL
STREET NAME + PLAN + STOCK + OPTION = BENEFICIAL
NAME SHARES (1) SHARES (2) SHARES (3) SHARES (4) OWNERSHIP
- ---- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. E. Akitt.............. 1,606 -- -- -- 1,606
F. W. Armstrong.......... 24,441 -- -- 21,000 45,441
W. N. Avrin.............. 22,807 2,404 -- 63,788 88,999
G. A. Burns.............. 9,000 -- -- 7,500 16,500
J. P. Cronin............. 73,842 22,317 45,604 228,216 369,979
D. M. Drillock........... 11,814 10,857 13,155 91,260 127,086
D. D. Fry................ 120,066 18,977 137,427 936,556 1,213,026
L. L. Hoynes, Jr.(5)..... -- -- -- -- --
E. F. Jackman............ 50,189 41,021 18,777 186,533 296,520
D. Lilley................ 85,116 2,653 24,297 393,332 505,398
W. P. Powell............. 7,500 -- -- 21,000 28,500
J. R. Satrum............. 11,395 -- -- 12,000 23,395
All directors and
officers as a group (15
persons)............... 455,836 101,105 246,197 2,038,751 2,841,889
</TABLE>
- ------------------------
(1) Includes Performance and Restricted Shares which are subject to possible
forfeiture if conditions to vesting are not met.
(2) Represents the officers' proportionate share of Company Common Stock held by
the Cytec Employees' Savings & Profit Sharing Plan.
5
<PAGE>
(3) Shares issuable under 1993 Stock Award and Incentive Plan following
termination of employment.
(4) Shares which may be acquired in 60 days through the exercise of vested stock
options.
(5) The table does not include any shares of Common Stock or Preferred Stock
beneficially owned by Cyanamid. See "Security Ownership of Certain
Beneficial Owners". Mr. Hoynes disclaims beneficial ownership of any shares
of Common Stock and Preferred Stock beneficially owned by Cyanamid.
(6) The number of shares shown excludes the following shares as to which
beneficial ownership is disclaimed: 2,900 shares owned by Mr. Cronin's wife;
700 shares owned by Mr. Lilley as custodian for his minor children; and
3,600 shares for all directors and officers as a group.
As of February 1, 2000, Mr. Fry owned beneficially approximately 2.8%,
Mr. Lilley owned beneficially approximately 1.2%, no other officer or director
individually owned beneficially as much as 1%, and all officers and directors as
a group owned beneficially approximately 6.5%, of the total shares of
outstanding Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AS OF FEBRUARY 1, 2000
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
-------------- ------------------- ----------------- ----------
<S> <C> <C> <C>
Series C Cumulative American Cyanamid Co.(1) 4,000 Shares 100%
Preferred Stock 5 Giralda Farms
Madison, NJ 07940
Common Stock Vanguard Fiduciary Trust Company 4,049,937 Shares 9.7%
on behalf of the Cytec Employees'
Savings and Profit Sharing Plan(2)
500 Admiral Nelson Blvd.,
Malvern, PA 19355
Common Stock Franklin Mutual Advisers, LLC(3) 2,323,800 Shares 5.5%
51 John F. Kennedy Parkway
Short Hills, NJ 07078
</TABLE>
- ------------------------
(1) American Home Products Corporation, Five Giralda Farms, Madison, New Jersey
07940, is the beneficial owner of 100% of the outstanding common stock of
Cyanamid.
(2) Schedule 13G, Amendment No. 7, dated January 31, 2000 reports shared power
to vote and dispose as to all shares.
(3) Schedule 13G dated January 10, 2000 reports sole power to vote and dispose
as to all shares.
6
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Cyanamid continues to own 4,000 shares of the Company's Series C Cumulative
Preferred Stock, which Cyanamid obtained in connection with the spin-off of its
chemicals business into Cytec Industries Inc. Aggregate liquidation and
redemption value of the Series C Stock is $100,000. The Series C Stock, which is
not transferable, gives Cyanamid the right to elect one director (at present,
Mr. Hoynes) and contains certain restrictive covenants, violation of which would
give the holder the right, among others, to approve capital expenditures and
elect a majority of the Board. The Company may redeem the Series C Stock only
after certain liabilities assumed from Cyanamid have been reduced below
threshold levels and after the Company has achieved certain financial ratios for
a set period of time.
In connection with the spin-off, financial responsibility for substantially
all the liabilities of Cyanamid's chemicals businesses was assumed by the
Company. Under the spinoff agreements, the Company is required to establish an
environmental oversight committee of the Board of Directors, consisting of two
members, one of whom is the Director appointed by Cyanamid as holder of the
Series C Preferred Stock. This committee reviews and approves the Company's
annual environmental remediation plan and reviews compliance with the plan and
environmental administration standards and makes recommendations to the Board
concerning, and reviews and approves proposed challenges to governmental
requirements relating to, environmental liabilities assumed from Cyanamid. The
Company must also pay an annual fee, $339,000 in 1999, for oversight services
rendered by Cyanamid's environmental affairs department.
In connection with the spinoff, the Company and Cyanamid entered into a
number of other service agreements, leases and supply agreements. Pursuant to
these agreements, in 1999 the Company paid $5.5 million to Cyanamid and received
$7.2 million. Most of these agreements are subject to termination by either
party on six months' or less notice. In connection with the spinoff, the Company
and Cyanamid also entered into certain agreements governing the rights of
Cyanamid and the Company to use pre-spinoff chemicals technology in their
respective businesses.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, Messrs. Armstrong, Burns, and Satrum, all outside directors,
served on the Compensation and Management Development Committee.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
AWARDS PAYOUTS
----------------------- ----------
ANNUAL LONG-
COMPENSATION(1)(2) RESTRICTED SECURITIES TERM
NAME AND ------------------------------ STOCK UNDERLYING INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(3) OPTIONS(4) PAYOUTS(5) COMPENSATION(6)
------------------ -------- -------- -------- ---------- ---------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
D. Lilley.............................. 1999 $540,000 $309,713 $ 375,339 280,000 -- $27,000
Chairman (since January 1999) 1998 $439,375 $303,942 $ 570,168 50,000 $199,167 $24,131
President, Chief Operating Officer 1997 $365,000 $373,510 $1,883,469 300,000 -- $20,075
(January 1997-May 1998) and Chief
Executive Officer (since May 1998)
J. P. Cronin........................... 1999 $300,000 $109,412 $ 154,205 52,000 -- $15,000
Executive Vice President and Chief 1998 $284,000 $134,370 $ 122,720 35,000 $ 95,200 $17,040
Financial Officer 1997 $272,000 $228,891 $ 121,895 35,000 $ 61,666 $17,070
E. F. Jackman.......................... 1999 $241,000 $ 66,299 $ 84,114 31,000 -- $12,050
Vice President, General Counsel and 1998 $230,000 $ 94,406 $ 89,882 24,000 $ 80,250 $13,800
Secretary 1997 $220,000 $160,815 $ 89,375 24,000 $ 51,666 $13,950
D. M. Drillock......................... 1999 $189,000 $ 61,424 $ 60,157 18,000 -- $ 9,450
Controller 1998 $170,000 $ 52,594 $ 38,829 10,800 $ 38,000 $10,200
1997 $167,000 $ 90,204 $ 38,297 10,800 $ 25,000 $10,020
W. N. Avrin............................ 1999 $191,000 $ 55,110 $ 36,319 14,040 -- $ 9,550
Vice President--Corporate and
Business Development (since December
1999)
</TABLE>
- ------------------------
(1) Includes amounts earned with respect to fiscal year, whether paid in that
year or deferred.
(2) There was no disclosable "Other Annual Compensation" paid, payable or
accrued to any of the named officers during 1997-1999.
(3) Represents the value at the date of grant of Performance Shares and
Restricted Shares granted under the Company's 1993 Plan. Performance shares
vest, in the case of the 1997, 1998 and 1999 grants, after completion of the
respective 1999, 2000 and 2001 performance periods, depending upon the
achievement of earnings targets; the target for the 1999 performance period
was achieved in part; the portions of Performance Shares granted in 1997
which would thereupon have vested, as well as Restricted Shares (described
below) which would have vested in January 2000, were canceled in whole or in
part and, in lieu thereof, the participants received grants of deferred
shares, equal to the canceled Performance Shares (less any unearned portion)
plus cancelled Restricted Shares, which become payable after retirement.
Restricted shares were granted to one of the named officers and vest in
installments beginning on the third anniversary of date of grant. At
December 31, 1999, after giving effect to vestings and forfeitures occurring
in January 2000 with respect to the 1999 performance period, the total
Performance and Restricted Shares held by the named officers had values as
follows: Mr. Lilley 65,681 shares--$1,510,663; Mr. Cronin 9,778
shares--$224,894; Mr. Jackman 6,016 shares--$138,368; Mr. Drillock 3,543
shares--$81,489; and Mr. Avrin 2,598 shares--$59,754. Holders of Performance
Shares and Restricted Shares are entitled to vote and receive any dividends
declared
8
<PAGE>
on such shares; holders of deferred shares are not entitled to vote, but are
entitled to receive dividend equivalents.
(4) Options were granted without tandem SARs.
(5) Amounts for 1997, 1998 and 1999 represent Performance Cash received for the
1997, 1998 and 1999 performance periods for grants under the 1993 Plan,
based upon achievement of earnings and cash flow targets. See text following
Long-Term Incentive Plans--Awards in Last Fiscal Year table.
(6) The amounts listed for each named officer consist of matching contributions
and profit sharing contributions to the Cytec Employees' Savings and Profit
Sharing Plan and the Cytec Supplemental Savings and Profit Sharing Plan
plus, with respect to 1997 and 1999, a cash award made to each U.S. employee
in recognition of 1997 and 1999 Company performance.
The following tabulation shows, as to the executive officers named,
information with respect to employee stock options.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENT OF TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR
GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------
NAME GRANTED (SHARES) FISCAL YEAR SHARE DATE 5% 10%
- ---- ---------------- ---------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
D. Lilley................... 280,000 32.4% $20.4375 1/24/09 $3,598,850 $9,120,191
J. P. Cronin................ 52,000 6.0% $20.4375 1/24/09 $ 668,358 $1,693,750
E. F. Jackman............... 31,000 3.6% $20.4375 1/24/09 $ 398,444 $1,009,735
D. M. Drillock.............. 18,000 2.1% $20.4375 1/24/09 $ 231,355 $ 586,298
W. N. Avrin................. 14,040 1.6% $20.4375 1/24/09 $ 180,457 $ 457,312
</TABLE>
- ------------------------
Options become exercisable in cumulative amounts of one-third of the amount of
the grant one-year after the date of grant and each year thereafter. Stock
appreciation rights were not granted.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR END AT FISCAL YEAR END(3)
ACQUIRED VALUE ----------------------------------- -----------------------------------
NAME ON EXERCISE REALIZED EXERCISEABLE(2) UNEXERCISEABLE(2) EXERCISEABLE(2) UNEXERCISEABLE(2)
- ---- ------------ -------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
D. Lilley............ -- -- 216,665 413,335 -- $717,500
J. P. Cronin......... -- -- 187,549 87,001 $1,620,997 $133,250
E. F. Jackman........ -- -- 160,200 55,000 $1,542,161 $ 79,438
D. M. Drillock....... -- -- 78,060 28,800 $ 590,904 $ 46,125
W. N. Avrin.......... -- -- 53,941 21,274 $ 542,381 $ 35,978
</TABLE>
- ------------------------
(1) The named officers do not hold stock appreciation rights.
9
<PAGE>
(2) Options become exercisable in cumulative amounts of one-third of the amount
of the grant one year after the date of grant and each year thereafter.
(3) Total value of options based on fair market value of Company stock of $23
per share as of December 31, 1999.
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE
NUMBER OF OTHER PERIOD UNTIL PAYOUTS
SHARES, UNITS OR MATURATION OR -------------------
NAME OTHER RIGHTS PAYOUT TARGET MAXIMUM
- ---- ---------------- ------------------ -------- --------
<S> <C> <C> <C> <C>
D. Lilley.................................... 18,351 3 years 0 $780,000
J. P. Cronin................................. 7,528 3 years 0 $320,000
E. F. Jackman................................ 4,141 3 years 0 $176,000
D. M. Drillock............................... 2,923 3 years 0 $124,000
W. N. Avrin.................................. 1,788 3 years 0 $ 76,000
</TABLE>
Long-term incentive plan awards are made under the Company's 1993 Plan. The
awards to which this table relates are Performance Cash Awards made in
January 1999 for the 2001 performance period. These awards are paid dependent
upon the extent to which specified earnings targets for full vesting of
Performance Stock are exceeded for the year 2001 and certain additional cash
flow objectives are attained for 1999, 2000 and 2001. At target performance
levels, none of the Performance Cash vests. For awards made in 1999, there is
not any defined maximum payout, since the amounts shown as the "maximum" are
subject to further adjustment, up or down, in proportion to increases or
decreases in the price of a share of the Company's Common Stock from the market
value at January 1, 1999 ($21.25 per share) to the market value on the date of
vesting.
Estimated Future Payouts relate to 2001. For 1999, the targets were not met
and, consequently, there was no payout of Performance Cash Awards, as shown in
the "Long Term Incentive Payouts" column in the Summary Compensation Table.
EMPLOYMENT AND SEVERANCE ARRANGEMENTS
All salaried Company employees in the United States, including the named
officers, have signed employment agreements either on Cyanamid's standard form,
which have been assigned to the Company, or on Cytec's standard form. The
agreements provide for the initial salary paid to the employee for services
performed by the employee, the confidentially and non-use of proprietary
information, assignment of inventions and improvements, a non-competition clause
and termination of employment. The notice of termination period is one month,
except in the case of termination for cause when no prior notice is required.
In the event of a "change of control" (as defined in the 1993 Plan),
(i) any award under that Plan, including non-employee directors' awards,
carrying a right to exercise that was not previously exercisable and vested will
become fully exercisable and vested, (ii) the restrictions, deferral
limitations, payment conditions and forfeiture applicable to any other award,
including non-employee directors' awards, granted under the 1993 Plan will lapse
and such awards will be deemed fully vested and (iii) any performance conditions
imposed with respect to awards shall be deemed to be fully achieved.
10
<PAGE>
The Board of Directors has adopted an executive income continuity plan to
aid in the retention of key employees and to reinforce and encourage the
continuing attention, dedication and loyalty of executives in the senior
management group without the distraction of concern over the possibility of
involuntary or constructive termination of employment resulting from unforeseen
developments, by providing income continuity for a limited period. The plan
provides for payments to members upon termination of employment, unless such
termination is (i) on account of death or retirement, (ii) by the Company for
disability or cause, or (iii) by the member without good reason (as defined in
the plan). Generally, "good reason" for termination by a member involves actions
by the Company inconsistent with the member's status or with the Company's
traditional compensation policies. Members of the plan consist of the chairman,
president, corporate vice presidents, and such other employees as are designated
by the Compensation and Management Development Committee. In general, the plan
provides for payments upon termination of employment of an amount equal to
annual salary and bonus (two times annual salary and two times bonus after a
"change in control" as defined in the plan). The plan also provides for certain
miscellaneous payments, including relocation payments, legal fees, and expenses
incurred in seeking new employment. The benefits of this Plan are not available
to any employee who is then currently eligible to retire with a pension based on
credited service to age 65 or, in any event, for any period beyond the
employee's sixty-fifth birthday.
Under the Company's Executive Supplemental Employees Retirement Plan, in the
event of a change in control, certain employees, including each officer named in
the Summary Compensation Table, are automatically elected members of the plan.
In this event, each such officer will be credited with five additional years of
service (but not beyond age 65), there will be included in pensionable
compensation the amount, if any, by which such officer's target incentive
compensation exceeds one third of base compensation and, under certain
conditions the value of the benefit under this plan, as well as the benefit
under other non-qualified pension plans, would be paid immediately as a lump-sum
distribution.
The Board of Directors has adopted a Compensation Taxation Equalization Plan
providing for the payment to any employee, officer or director who becomes
subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986
of reimbursement for the tax, plus all taxes imposed upon the reimbursement. A
20% excise tax applies to compensatory payments (i) the present value of which
equals or exceeds three times the "base amount" of the recipient and (ii) that
are contingent upon change "in the ownership or effective control" of the
Company. The "base amount" is the average annual compensation included in
taxable income over the five-year period ending before the year during which the
change in the ownership or effective control occurs.
------------------------
THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT AND THE
PERFORMANCE GRAPH THAT FOLLOW DO NOT CONSTITUTE SOLICITING MATERIAL AND SHALL
NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING
BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF
1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE
COMPANY SPECIFICALLY INCORPORATES THE INFORMATION BY REFERENCE, AND SHALL NOT
OTHERWISE BE DEEMED "FILED" UNDER SAID ACTS.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
The Compensation and Management Development Committee of the Company's Board
of Directors (the "Committee") is composed entirely of independent outside
directors. Their responsibilities include the administration of the compensation
program for the Company's executive officers, consisting at
11
<PAGE>
January 1, 2000 of eight executives. Specific duties include determining the
executive salaries, setting the performance criteria for annual and long-term
incentive plans, determining their awards under the annual incentive program,
and administering the Company's 1993 Stock Award and Incentive Plan.
The Company's executive compensation program consists of four elements:
- BASE SALARY: Base compensation set to attract and retain qualified
management, when combined with the other components of the compensation
program.
- ANNUAL BONUS: An opportunity to earn additional cash reward for yearly
business success and individual efforts.
- PERFORMANCE STOCK AND PERFORMANCE CASH: Long-term incentives which provide
a reward for business success in future years and, being based on
performance, are linked to stockholders' interests.
- STOCK OPTIONS: Grants which will encourage stock ownership and reward
executives for increases in stockholder value.
The annual bonus, performance stock and performance cash are all "at risk"
forms of compensation in that they do not become payable except to the extent
that the Company's business objectives are attained. Similarly, stock options
are "at risk" in that their value depends upon success in enhancing stockholder
value.
The compensation program is designed to contribute to the long-term success
of the Company by meeting the following objectives:
- To compensate fairly for financial and strategic success and the
enhancement of stockholder value.
- To attract and retain competent managers and professionals who are
performance-oriented.
- To reinforce a commitment to take action which will contribute to the
long-term success of the Company.
- To encourage the ownership of Cytec stock so that management's long-term
financial interests are closely linked with success in serving the
long-term interests of the Company's stockholders.
There is strong emphasis in the compensation program on long-term
performance and success as exemplified by the program's structure. The Company's
philosophy is to maintain lower fixed costs associated with its compensation
program and correspondingly offer significant upside potential based upon
achievement of individual, financial and stock-based performance. The Company's
executive base salaries, therefore, are generally set somewhat below median
salaries paid at comparable companies. Therefore, the combination of base
salaries and annual bonus targets are also somewhat below the median at
comparable companies. The objective in setting long-term compensation,
consisting of long-term performance stock awards payable upon attainment of
target objectives and stock option grants, is to be above the median level for
comparable companies. The overall objective is to set total compensation for
target performance slightly above the median of the compensation group, with an
above-average portion of total cash compensation, including performance cash
awards and additional annual bonus, payable if target performance is exceeded.
As an example, for the chief executive officer ("CEO"), at target compensation
levels, more than 80% of total potential compensation is at risk for
performance.
12
<PAGE>
The comparison group for compensation purposes is a group of mid-size
specialty and commodity chemical companies which the Company views as
competitors for business, employee talent and stockholder investments.
BASE SALARIES -- Base salaries are reviewed annually using competitive
compensation information provided by an independent nationally-recognized
executive compensation consulting firm. Increases in base salaries are granted
after considering relative competitive positions, individual performance and
general salary increases within the Company and the comparable industry group.
ANNUAL BONUS -- The Committee determines an annual incentive target for each
officer, expressed, in 1999, as a percentage of the mid-point of the salary
range for the officer's grade level, also after reviewing competitive
compensation information, and also determines the amounts by which annual
bonuses will increase or decrease depending on the degree of attainment or
non-attainment of corporate performance goals. Also, at the beginning of each
year, the Committee approves the performance goals for the officers for the
year. The goals for 1999 target bonuses consisted of specific components
weighted as follows: earnings per share (70%); and other specific factors which
are measured subjectively (30%). After the end of the year, the Committee
evaluates the Company's and individuals' performances, as described above, and
awards incentive compensation based on that evaluation.
LONG-TERM INCENTIVES -- Long-term incentives granted in 1999 and payable in
future years consist of two types of grants: (1) performance stock (shares of
Company stock) and related performance cash, which may be earned at the end of
the 2001 performance period assuming attainment of specific earnings per share
and cash flow goals set by the Committee, and (2) stock options which encourage
executives to enhance the value of the Company's Common Stock by offering them
an opportunity to buy the shares at a pre-set price over the term of the option
contract. The Committee determines for each officer the amount and proportion of
each type of long-term incentive after reviewing competitive information.
Performance stock is the Company's Common Stock registered in the
executive's name, carrying dividends (if declared) and voting rights, but
restricted from resale until earned by achievement of performance targets, and
forfeited if performance targets are not achieved during the performance period.
The performance stock grants are accompanied by related grants of performance
cash, which become payable only if the targets for full performance stock
vesting are exceeded.
CEO COMPENSATION -- Mr. Lilley's salary was increased from $475,000 to an
annual rate of $540,000, partly in recognition of his additional
responsibilities as Chairman, and his target bonus was increased from 55% to 60%
of his salary midpoint. Both the salary and target bonus are below the
competitive medium, based upon competitive data. Based upon the level of
achievement of the Company's earnings and other factors weighted as described
earlier in this report, the Committee awarded Mr. Lilley an annual bonus for
1999 of $309,713, which is 57% of his full year's base salary.
In 1999 Mr. Lilley was awarded a stock option award, a performance stock
award, and a related performance cash award. The stock option award consisted of
a normal award of 130,000 shares and a special award of 150,000 shares in
recognition of his additional responsibilities as Chairman. In the aggregate,
these grants were believed to be above the median levels for comparable
companies. Based upon the level of earnings and positive cash flow achieved in
1999, approximately 85% of the performance stock previously awarded to
Mr. Lilley for 1999 performance was earned, while the related performance cash
award was not earned.
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<PAGE>
TAX-DEDUCTIBILITY OF COMPENSATION -- The Committee's policy on the tax
deductibility of compensation for the CEO and other executive officers is to
maximize the deductibility, to the extent possible and under normal conditions,
while preserving the Committee's flexibility to maintain competitive
compensation programs and to deal with extraordinary situations. Some
compensation may be mandatorily deferred if it is not currently deductible, and
in other cases affected executives may be encouraged to elect deferral of
compensation that would not be currently deductible. All executive compensation
paid and awarded in 1999 is expected to be fully tax deductible either currently
or in the future by the Company under the Revenue Reconciliation Act of 1993.
The Committee believes that the compensation program established for the
Company has contributed to retaining and motivating highly qualified management
personnel, and to the significant increase in stockholder value achieved by the
Company since its formation at the end of 1993.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
<TABLE>
<S> <C>
F. W. Armstrong, Chairman
G. A. Burns January 24, 2000
J. R. Satrum
</TABLE>
PERFORMANCE GRAPH
The graph set forth below is based on the assumption that $100 had been
invested in the Company's Common Stock and in each index on December 31, 1994,
with reinvestment of dividends at market prices. The total cumulative dollar
returns represent the value such investments would have had on December 31,
1999.
FIVE-YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN
[GRAPHIC]
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Cytec...................................... $100 $160 $313 $361 $163 $177
S&P 500.................................... $100 $138 $169 $226 $290 $351
S&P Chemicals.............................. $100 $131 $173 $212 $193 $253
</TABLE>
14
<PAGE>
COMPENSATION UNDER RETIREMENT PLANS
The Cytec employees' retirement program provides most U.S. employees,
including the officers named in the Summary Compensation Table, with an annual
defined pension benefit upon retirement which is made up of the sum of three
components: (i) a benefit which, in general, is equal to 1.67% of the retiree's
average base salary plus actual annual bonus (up to one-third of base salary)
during the highest five of the last ten years of service (but not beyond the
year 2003) times the number of years of service at Cyanamid, subject to certain
adjustments including a social security offset (this benefit component does not
apply in the case of Mr. Lilley), plus (ii) a benefit which, in general, is
equal to 1.33% of the retiree's base salary plus actual annual bonus (up to
one-third of base salary) for each year of service at Cytec (for any Cytec
employee whose pension calculated as provided in (i) and (ii) above would exceed
the limit on benefits payable from a pension plan qualified under the Internal
Revenue Code, such excess is payable from the general funds of the Company),
plus (iii) for persons whom the Compensation and Management Development
Committee has elected to membership in the Executive Supplemental Employees
Retirement Plan, in case of retirement on or after age 60 (or earlier in certain
circumstances) a supplemental benefit (also payable from general funds of the
Company) calculated by (x) determining the benefit under the formula under
(i) above based on the highest three of the last ten years of service and
utilizing target bonus (not limited to one third of base salary) instead of
actual bonus and (y) crediting to the retiree additional years of service under
the formula described in (ii) above (but not more than five and not beyond age
65) at a rate of compensation equal to base salary plus target bonus for the
final year of actual service.
The estimated annual pensions payable under this program upon retirement at
age 65 and reflecting the normal form of benefit which includes a 50% joint and
survivor annuity in favor of the retiree's spouse to the five officers named in
the Summary Compensation Table, based upon their current salaries and annual
bonuses, with years of actual service projected to age 65, are: Mr. Lilley,
$121,933; Mr. Cronin, $180,958; Mr. Jackman, $148,597; Mr. Drillock $129,790 and
Mr. Avrin $106,127.
COMPENSATION OF DIRECTORS
Directors who are employees or who are elected by the holders of Preferred
Stock are not entitled to extra compensation by reason of their directorships or
their attendance at meetings of the Board of Directors of the Company, any
committee of the Board, or of the stockholders. Directors who are not employees
of the Company or of any of its subsidiaries (provided that they are not elected
by the holders of Preferred Stock) are paid a retainer of $20,000 per year. Such
directors also receive annual retainers while chairmen ($3,000) or members
($1,500) of committees of the Board of Directors of the Company on which such
directors serve. Each such director is also paid a fee of $1,500 for attendance
at a meeting of the Board of Directors and stockholders of the Company and a fee
of $2,000 (in the case of Committee Chairman) or $1,000 (in the case of other
Committee members) for attending committee meetings, except that the attendance
fees are reduced by 50% of the amounts shown in the case of special telephonic
meetings of the Board and its Committees.
Pursuant to the 1993 Plan, each non-employee director (for purposes of the
1993 Plan, a non-employee director does not include any employee of the Company
or its subsidiaries or affiliates or any director elected by the holders of the
Preferred Stock) who is elected to serve as a director of the Company for the
first time automatically receives a grant of restricted shares of Common Stock
equal to the lesser of (a) 7,500 shares and (b) the shares of Common Stock
having a fair market value on the date the director is duly elected and
qualified of $38,437.50. The restrictions on the shares of Common Stock
15
<PAGE>
granted to non-employee directors lapse one-fifth each year over a five-year
period commencing on the date of grant if the non-employee director continues to
be a director of the Company on each such date. If a non-employee director's
service on the Board terminates before the award is entirely vested, any portion
of the award that is not vested will revert to the Company; PROVIDED, HOWEVER,
that if the non-employee director's service terminates by reason of death or
disability (as defined in the 1993 Plan), then any installment with respect to
which the grantee had commenced (but not completed) serving the requisite amount
of time to vest in such installment, will become vested. If a director elects to
defer vesting until the year following his or her 70th birthday, as permitted by
the 1993 Plan, then during the extended deferral period there exist certain
additional grounds upon which reversion can be waived. In addition, each
non-employee director automatically receives an option to purchase 4,500 shares
of Common Stock at the time of his election to the Board. In addition, on the
date of each annual meeting of stockholders, each continuing non-employee
director will automatically receive an option to purchase 4,500 shares of Common
Stock, unless the Board acts to reduce the number of shares. All options have an
exercise price per share equal to the fair market value of a share of Common
Stock on the date of grant. Generally, options granted to a non-employee
director become exercisable as to one-third of the shares covered by such
options on the first anniversary of the date of grant, and with respect to an
additional one-third of the shares covered by such options on each of the next
two succeeding anniversaries of the date of grant if the optionee continues to
be a director of the Company on each such date. All options held by non-employee
directors, to the extent exercisable but not exercised, expire on the earlier of
(i) the tenth anniversary of the date of grant or (ii) three years following the
optionee's termination of his or her directorship with the Company. Upon the
occurrence of a "Change in Control" (as defined in the 1993 Plan), all
outstanding options held by non-employee directors become immediately
exercisable and all restricted stock awards become immediately nonforfeitable in
full.
The Company has entered into a Deferred Compensation Agreement with Mr. F.
W. Armstrong, pursuant to which receipt of his retainer and attendance fee
amounts is deferred until the year after his 70th birthday or until an earlier
change of control of the Company. Amounts so deferred will bear interest at a
rate equal to the rate paid on ten-year U.S. Treasury Notes, plus 1%. Vesting of
Mr. Armstrong's Restricted Stock is also deferred until the same time, and is
conditioned upon his continuing to serve as a director until such time, subject
to certain exceptions.
The Company entered into a consulting agreement with its former chairman, D.
D. Fry, that expires January 25, 2001 pursuant to which Mr. Fry agreed to render
consulting services to the Company in the areas of mergers, acquisitions and
business strategy. In consideration of the services, Mr. Fry was granted, at
fair market value, a nonqualified stock option to purchase 75,000 shares of the
Company's Common Stock.
Other personal benefit-type compensation for the entire group of directors
and officers is not individually significant or reportable.
INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The independent certified public accounting firm of KPMG LLP has audited the
Company's accounts for the fiscal year ended December 31, 1999. The services
provided include an audit of annual financial statements and reviews of
quarterly financial information. A representative of KPMG LLP is expected to be
present at the meeting, and will have an opportunity to make a statement and to
respond to appropriate questions. The Board of Directors expects to select the
independent certified public accounting firm for the 2000 fiscal year at its
July meeting.
16
<PAGE>
TIMELY SUBMISSION OF STOCKHOLDER PROPOSALS
We expect to hold the 2001 annual meeting of stockholders on May 14, 2001.
Proposals which stockholders intend to present at such meeting must be received
by the Company at its executive offices in West Paterson, New Jersey, by
November 29, 2000, for inclusion in its notice, proxy statement and proxy
relating to that meeting. In addition, the Company's By-Laws provide that in
order for any business not specified in the notice of meeting to be properly
brought before a stockholders' meeting by a stockholder, the stockholder must
have given written notice to the Secretary of the Company which must be received
at the principal office of the Company not less than 60 nor more than 90 days
prior to the meeting. (If less than 75 days' notice or public disclosure of the
date of the meeting was given, then such notice must be received by the close of
business on the 15th day following the date of notice or public disclosure of
the date of the meeting). The notice must describe the business desired to be
brought before the meeting, the name, record address and number and class and
series of shares owned by the stockholder and any material interest of the
stockholder in such business.
ATTENDANCE AT ANNUAL MEETING
The 2000 Annual Meeting of Stockholders will be held at 11:00 a.m. on
May 8, 2000 at the Sheraton Crossroads Hotel, Crossroads Corporate Center,
Mahwah, NJ 07495. Admission to the meeting is limited to stockholders of the
Company or their designated representatives (including "street name"
stockholders who can show that they beneficially owned the Company's Common
Stock on the record date). One admission ticket to the meeting is attached to
the proxy sent to each stockholder. If you intend to attend the meeting, please
detach and retain the admission ticket and check the "will attend" box on the
form of proxy itself to validate the admission ticket. Only ticket-holders will
be admitted to the Annual Meeting.
OTHER MATTERS
The Company will pay the cost of soliciting proxies, including reimbursement
of banks, brokerage firms, custodians, nominees and fiduciaries for their
expenses in sending proxy material to the beneficial owners of Common Stock. In
addition to the use of the mail, proxies may be solicited by employees of the
Company personally, by telephone or by telefax. The Company has engaged
Georgeson & Company Inc. to assist in the solicitation of proxies at a fee of
$6,500 plus reimbursement of its out-of-pocket expenses.
If any further business not described in this Proxy Statement properly comes
before the meeting, the persons named in the enclosed form of proxy will vote,
in their discretion, as recommended by the Board of Directors or, if no
recommendation is given, all in accordance with their best judgment. The Company
did not have notice, in accordance with the By-Law described under "Timely
Submission of Stockholder Proposals" of any additional matter intended to be
brought before the meeting.
E. F. Jackman
SECRETARY
17
<PAGE>
APPENDIX - Form of Proxy for Edgar Filing Only
[FORM OF PROXY]
[FRONT OF PROXY]
CYTEC INDUSTRIES INC.
ANNUAL MEETING OF COMMON STOCKHOLDERS
May 8, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints D. Lilley, J. P. Cronin and E. F.
Jackman, and each of them jointly and severally, Proxies with full power of
substitution, to vote as designated on the reverse side and, in their
discretion, upon such other business as may properly come before the meeting,
all shares of Common Stock of Cytec Industries Inc. held of record by the
undersigned on March 9, 2000 at the Annual Meeting of Common Stockholders to be
held on May 8, 2000 or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES TO SERVE AS DIRECTORS. THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO DIRECTION IS GIVEN IN THE SPACE
PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
DIRECTORS.
(Continue on reverse side)
[REVERSE OF PROXY]
Please mark |_|
Your votes as
Indicated in
This example.
ELECTION OF DIRECTORS:
FOR WITHHOLD To withhold authority to vote for the
the election of AUTHORITY election of any individual candidate,
J.E. Akitt, to vote for the write that person's name on this line.
F. W. Armstrong election of Directors
|_| |_|
--------------------------------------
Will Attend |_|
Annual Meeting
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
SIGNATURE(S)___________________SIGNATURE(S)____________________ Date______, 2000
Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
