November 25, 2000
Dear Stockholder:
It is our pleasure to invite you to the Annual Meeting of Stockholders
of Webco Industries, Inc. to be held on Wednesday, December 6, 2000, at
3:00 p.m. (Central Standard Time), at 9101 West 21st Street, Sand
Springs, Oklahoma.
Whether or not you plan to attend, and regardless of the number of
shares you own, it is important that your shares be represented at the
meeting. You are accordingly urged to sign, date and return your proxy
promptly in the enclosed envelope, which requires no postage if mailed
in the United States.
We sincerely hope you will be able to join us at the meeting. The
officers and directors of the Company look forward to your attendance.
Sincerely,
F. William Weber
Chairman
WEBCO INDUSTRIES, INC.
9101 West 21st Street
Sand Springs, Oklahoma 74063
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held December 6, 2000
Notice is hereby given that the Annual Meeting of Stockholders of Webco Industries, Inc. (the "Company") will be held at 9101 West 21st Street, Sand Springs, Oklahoma, on Wednesday, December 6, 2000, at 3:00 p.m. (Central Standard Time) for the
following purposes:
- to elect two directors of the Company;
-
to consider and act upon a proposal to confirm the appointment of PricewaterhouseCoopers LLP as the independent certified public accountants of the Company; and
-
to transact such other business as may properly come before the meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 27, 2000 as the record date for determining stockholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND DATE THE ENCLOSED PROXY WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By order of the Board of Directors,
Michael P. Howard,
Assistant Secretary
November 25, 2000
WEBCO INDUSTRIES, INC.
9101 West 21st Street
Sand Springs, Oklahoma 74063
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
December 6, 2000
This Proxy Statement is furnished to the stockholders of Webco
Industries, Inc. (the "Company"), in connection with the
solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Stockholders of the Company to be held on Wednesday, December
6, 2000, at the offices of the Company at 9101 West 21st Street, Sand
Springs, Oklahoma, at 3:00 p.m. (central standard time), and any
adjournments thereof. A copy of the notice of meeting accompanies this
Proxy Statement. It is anticipated that the mailing of this Proxy
Statement will commence on or about November 25, 2000.
Only stockholders of record at the close of business on October 27,
2000, the record date for the meeting, will be entitled to notice of and
to vote at the meeting. On the record date the Company had outstanding
7,073,723 shares of common stock, par value $.01 per share (the
"Common Stock"), which are the only securities of the Company
entitled to vote at the stockholders meeting. Each share of Common Stock
is entitled to one vote. Voting rights are non-cumulative. A majority of
the outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of
business.
All proxies received pursuant to this solicitation will be voted except
as to matters where authority to vote is specifically withheld. Where a
choice is specified as to a particular matter, proxies will be voted in
accordance with such specification. If no instructions are given, the
persons named in the proxy intend to vote FOR the election of the
nominees for director listed herein and FOR the ratification of the
appointment of PricewaterhouseCoopers LLP as independent certified
public accountants of the Company for the current year. Directors are
elected by plurality vote (i.e., the nominee receiving the highest
number of affirmative votes of the shares voting for the board seat
under consideration will be elected). The ratification of the
re-appointment of PricewaterhouseCoopers LLP will require the
affirmative vote of a majority of the shares of Common Stock voting on
the proposal. Abstentions and broker non-votes will not be counted as
votes cast on any matter to which they relate.
The Board of Directors does not know of any other matter that is
expected to be presented for consideration at the meeting. However, if
other matters properly come before the meeting, the persons named in the
accompanying proxy intend to vote thereon in accordance with their
judgment.
Stockholders who execute proxies may revoke them by giving written
notice to the Secretary of the Company at any time before such proxies
are voted. Attendance at the meeting will not have the effect of
revoking a proxy unless, at any time prior to voting of the proxy, the
stockholder so attending the meeting notifies the Secretary of the
Company, in writing, of his or her withdrawal of the proxy.
The Company will bear the cost of the meeting and the cost of soliciting
proxies, including the cost of mailing the proxy material. In addition
to solicitation by mail, directors, officers, and regular employees of
the Company (who will not be specifically compensated for such services)
may solicit proxies by telephone or otherwise. Arrangements will be made
with brokerage houses and other custodians, nominees, and fiduciaries to
forward proxies and proxy material to their principals, and the Company
will reimburse them for their expenses.
Security Holdings of Principal Stockholders, Directors and Executive
Officers
The table below sets forth the beneficial ownership of the Common Stock
as of July 31, 2000 by (i) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock,
(ii) each director, (iii) each of the executive officers of the Company,
including the executive officers named in the "Summary Compensation
Table" below, and (iv) all directors and executive officers of the
Company as a group.
Amount and Nature
of
Beneficial
Percent
Name
Position
Ownership
of Class
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
F. William
Weber
Chairman of the Board and
Chief 2,081,888
(1)
29.4%
Executive Officer
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Dana S.
Weber
Vice Chairman of the
Board,
820,987
(3)
11.6
President, Chief Operating Officer
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Kimberly A.W.
Frank
Assistant
Secretary
401,686
(3)
5.7
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Robert N. Pressly
Retired Officer of
Company
385,000
(4)
5.4
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Christopher L.
Kowalski
Director and President of Phillips & 415,000
(4)
5.9
Johnston, Inc.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Kenneth E.
Case
Director
12,000
(2)
*
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Frederick C. Ermel
Director
19,000
(2)
*
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Bradley S. Vetal
Director
nominee
-
*
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
H. Lee
Beard
Chief Information
Officer,
80,225
(2)
1.1
Vice President - Management
Systems
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
David E.
Boyer
Vice President - Sales & Marketing, 121,814
(2)
1.7
and Secretary
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Troy Kuske
Vice President
QuikWater
4,000
(2)
*
Heartland Advisors, Inc. Institutional
Investor
475,500
(5)
6.7
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Michael P.
Howard
Chief Financial Officer,
Vice
59,329
(2)
*
President - Finance and Administration,
Treasurer and Assistant Secretary
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Stuart D.
Keeton
Vice President and General Manager - 38,911
(2)
*
Stainless Products Division
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
William F. Obermark
Vice President and General Manager - 107,601
(2)
1.5
Southwest Tube Division
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Rodney W.
Watkins
Vice President and General Manager - 5,600 (2) *
Oil City Division
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Wellington Management Institutional
Investor
505,300
(6)
7.1
Company, LLP
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Randyl D.
Watson
Vice President and General Manager - 4,200
(2)
*
Oil City Division
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Thomas M.
Willey
Vice President -
42,396
(2)
*
Materials Management
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
All directors and
executive
4,614,640
65.2
officers of the Company as a
group (seventeen persons)
* - Less than 1%
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-
F. William Weber, Martha A. Weber, Dana S. Weber and Kimberly A.W. Frank (the "Weber Family") each hold his or her shares in a revocable living trust. F. William Weber and Martha A. Weber are husband and wife and are co-trustees of the trusts
established by each other. Certain members of the Weber Family (F. William Weber, Martha A. Weber, Dana S. Weber and Kimberly A.W. Frank) may be deemed to be a "group," as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, and to share beneficial ownership of the shares owned by each other member of the Weber Family. Each member of the Weber Family disclaims beneficial ownership of the shares owned by each other member of the
Weber Family, except Mr. and Mrs. F. William Weber as to the shares owned by the other (shares shown in the table for each member of the Weber Family do not include shares as to which beneficial ownership is disclaimed as aforesaid). In addition, members
of the Weber Family disclaim beneficial ownership of certain shares included in those shown for them in the table, as follows: Mr. and Mrs. F. William Weber disclaim beneficial ownership of 262,648 shares held in an irrevocable trust, of which they are
the trustees, for the benefit of Ashley R. Weber; Dana S. Weber disclaims beneficial ownership of 2,800 shares held in an irrevocable trust, of which she is the trustee, for the benefit of the children of Kimberly A.W. Frank; and Kimberly A.W. Frank
disclaims beneficial ownership of 4,600 shares held in an irrevocable trust, of which she is a co-trustee, for the benefit of the child of Dana S. Weber. The address of each such stockholder is c/o Webco Industries, Inc., 9101 West 21st Street, Sand
Springs, Oklahoma 74063.
-
Includes shares of Common Stock that directors and executive officers had the right to acquire on September 30, 2000 as follows: Dana S. Weber, 19,200; Kimberly A.W. Frank, 800; Dr. Kenneth E. Case, 10,500; Frederick C. Ermel, 12,000; H. Lee
Beard, 22,800; David E. Boyer, 22,800; Troy Kuske, 4,000; Michael P. Howard, 9,200; Stuart D. Keeton, 22,800; Thomas M. Lewis, 22,800; William F. Obermark, 22,800; Rodney W. Watkins, 5,600, Randyl D. Watson 4,200 and Thomas M. Willey, 22,800.
-
See Footnotes (1) and (2) above.
-
The address of Robert N. Pressly and Christopher L. Kowalski is c/o Webco Industries, Inc., 9101 West 21st Street, Sand Springs, Oklahoma 74063.
-
According to Schedule 13G dated January 27, 2000. The address of Heartland Advisors, Inc. is 790 North Milwaukee, WI 53202.
-
According to letter from Wellington dated October 26, 2000. The address of Wellington Management Company, LLP is 75 State Street, Boston, MA 02109.
ELECTION OF DIRECTORS
The Board of Directors is presently composed of six members, four of
whose terms as directors continue past the date of the Annual Meeting.
At the Annual Meeting two directors are to be elected, and they are to
hold office for a three-year term and until their successor has been
elected and qualified. If the nominees should become unavailable for any
reason, which is not anticipated, the proxy will be voted for any
substitute nominee who may be selected by the Board of Directors prior
to or at the meeting, or, if no substitute is selected by the Board of
Directors prior to or at the meeting, for a motion to reduce the
membership of the Board of Directors to the number of remaining
directors. The nominees for director will be elected by a plurality of
the votes cast (i.e. the nominee for the board seat being considered
receiving the highest number of affirmative votes of the shares voting
will be elected).
Nominees for Election at the Annual Meeting
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Name
Age
Positions with Company
Director Since
Christopher L.
Kowalski
47
Director, President of Phillips
&
1998
Johnston, Inc.
Bradley S. Vetal
44
None - Director
nominee
N/A
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Directors Whose Terms Continue Name
Age
Positions with Company
Director Since
F. William
Weber
74
Chairman of the Board and
Chief
1969
Executive Officer
Dana S. Weber
43
Vice Chairman of the Board,
1990
President and Chief Operating
Officer
Dr. Kenneth E. Case
56
Director
1995
Frederick C. Ermel
58
Director
1993
Executive Officers who are not Directors
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Name
Age
Positions with Company
Officer Since
H. Lee Beard
58
Chief Information Officer and Vice
1987
President - Management Systems
David E. Boyer
41
Vice President - Sales and Marketing,
1992
and Secretary
Michael P. Howard
37
Chief Financial Officer, Vice President -
1997
Finance and Administration, and Treasurer
Stuart D. Keeton
42
Vice President and General Manager -
1995
Stainless Products Division
Troy Kuske
39
Vice President and General Manager
1998
QuikWater Division
William F. Obermark
59
Vice President Corporate Development
1984
Rodney W. Watkins
34
Vice President and General Manager -
1999
Oil City Division
Randyl D. Watson
34
Vice President and General Manager -
1999
Southwest Tube Division
Thomas M. Willey
58
Vice President - Materials Management
1995
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
F. William Weber is Chairman of the Board and Chief Executive Officer of the Company, positions he has held with the Company or its predecessors since founding the Company in 1969. Mr. Weber's term as a Director of the Company expires in December
2002. Mr. Weber also serves on the Advisory Board of Selco Industries Corporation, Inc., a privately-held manufacturer of promotional timepieces, and is Chairman of the Board of Custom Containers International ("C-CAM"), a company owned by the Weber
Family which manufactures intermodal tank containers and fabricates other metal products, and Diversified Plastics, Inc. ("Diversified"), a company owned by F. William Weber which primarily manufactures plastic access panels and performs some packaging
services. Mr. Weber is not actively involved in the day-to-day operations of C-CAM or Diversified.
Dana S. Weber became President of the Company in June 1995, and is also Vice Chairman of the Board and Chief Operating Officer, positions she has held since June 1990. Ms. Weber's term as a Director of the Company expires in December 2002. Ms.
Weber was the acting Chief Financial Officer of the Company from August 1994 to July 1995. Ms. Weber served as Chief Financial Officer and Treasurer of the Company from 1986 to June 1990. Ms. Weber has been with the Company or its predecessors in various
positions since 1977. Ms. Weber also serves on the Board of C-CAM, but has not been actively involved in the day-to-day operations of C-CAM since March 1, 1994. Ms. Weber is the daughter of F. William Weber.
Dr. Kenneth E. Case has been a Director of the Company since July 1995. Dr. Case's term as a Director of the Company expires in December 2001. Dr. Case is a Regents Professor of Industrial Engineering and Management and has been at Oklahoma State
University since August 1975. He is a licensed professional engineer and was named the Outstanding Engineer in Oklahoma in 1987. His primary specialties are in the fields of quality and reliability. Dr. Case was a Senior Examiner on the Malcolm Baldrige
National Quality Award from 1988 to 1990, and on the Panel of Judges from 1991 to 1993. He is a member of the National Academy of Engineering and the International Academy for Quality. He is a Fellow and past president of the Institute of Industrial
Engineers and a Fellow of the American Society for Quality Control. Dr. Case has also been project director on over twenty sponsored research projects and has published over 100 articles and co-authored three books.
Frederick C. Ermel has been a Director of the Company since November 1993. Mr. Ermel's term as a Director of the Company expires in December 2001. Since September 1990, Mr. Ermel has been President of the Carreden Group, Inc., an investment
banking firm and registered broker-dealer. From January 1980 to September 1990, Mr. Ermel was a Managing Director of PaineWebber, Inc., a brokerage and investment banking firm.
Bradley S. Vetal, age 44, is currently nominated to fill the Director position vacated by the resignation of Neven C. Hulsey. Mr. Vetal has served as Chief Executive Officer, President, and Director of Matrix Service Company since March 1999. Mr.
Vetal has been with Matrix since January 1987 and has served as President of Matrix Service, Inc. since June 1, 1992. From June 1996 to March 1999 Mr. Vetal was Vice President-Tank Division of Matrix Service Company and from June 1991 through May 1992,
Mr. Vetal served as Vice President of Eastern Operations of Matrix Service Mid-Continent, Inc. Mr. Vetal graduated Cum Laude from the University of Michigan with a degree in Mechanical Engineering. Matrix is publicly traded on the Nasdaq National Market
System.
Christopher L. Kowalski joined the Company and was elected to fill a vacancy on the board of directors, effective with the closing of the merger between the Company and Phillips & Johnston, Inc. ("P&J"), in June 1998. Mr. Kowalskis term
as a director of the Company will expire in December 2000. Mr. Kowalski was a 50% owner of P&J prior to the merger. Mr. Kowalski joined P&J in 1979 and has served as its president since 1987. Prior to his employment with P&J, Mr. Kowalski
worked for Central Steel & Wire, Inc.
H. Lee Beard is Vice President of Management Systems and has been with the Company since November 1987. Mr. Beard has been in the specialty tubing industry since 1979. Mr. Beard was the Chief Executive Officer of C-CAM from April 1989 to January
1990.
David E. Boyer is Vice President of Sales and Marketing and has held that position since July 1992. Mr. Boyer became Secretary of the Company in November 1993. Mr. Boyer previously served as General Manager-Stainless Division from June 1991 to
July 1992; as Product Manager, Stainless Products, from February 1989 to June 1991; and in various other positions with the Company since 1984. Mr. Boyer is a Fall 1998 graduate of the Program for Management Development at Harvard University.
Michael P. Howard joined the Company as Chief Financial Officer and Vice President of Finance and Administration in January, 1997. Mr. Howard was Vice President of Finance and Administration and Chief Financial Officer for Multimedia Games, Inc.
from January 1996 to January 1997. From May 1985 to January 1996 Mr. Howard was with the international accounting firm of Coopers & Lybrand LLP, where he worked in the Business Assurance Group and served as the audit manager on the Company's audit
during five years of that period. Mr. Howard is a Certified Public Accountant.
Stuart D. Keeton has been Vice President and General Manager of Stainless Products since November 1995. Mr. Keeton had previously been the General Manager of Stainless Operations from July 1992 to November 1995, and has been with the Company in
various positions since December 1980.
Troy Kuske has been Vice President and General Manager of the QuikWater Division since October 1999. From December 1996 to October 1999, Mr. Kuske was QuikWater's West Coast Regional Manager. From 1990 until joining QuikWater in 1996, Mr. Kuske
was president of Accent C&M, a residential construction remodeling company located in Tulsa, Oklahoma.
William F. Obermark is the Vice President of Corporate Development, a position he has held since December 1998. From November 1995 until 1998, he was the Vice President and General Manager of the Southwest Tube Division. Mr. Obermark previously
was Vice President of Engineering, a position he had held with the Company since June 1984. Mr. Obermark has been with the Company in various positions since 1980, and has been in the specialty tubing industry since 1969.
Rodney W. Watkins has been the Vice President and General Manager of the Oil City Tubing Division since January 2000. Mr. Watkins previously served as the General Manager and Maintenance Engineering Manager in Oil City. Mr. Watkins has been with
the Company since 1990.
Randyl D. Watson was named the Vice President and General Manager of the Southwest Tube Division in Sand Springs in January 2000. From 1998 to January 2000, Mr. Watson was the General Business Manager of Weld Mill Operations and then all
Operations at Southwest Tube. From 1993 to 1997, Mr. Watson was the Chief Engineer and Plant Manager for Southwestern Pipe in Houston Texas. In addition to his current tenure, Mr. Watson was employed by the Company as its Production Engineering
Manager in Sand Springs from 1989 to 1993 when he left to join Southwestern Pipe.
Thomas M. Willey has been Vice President of Materials Management since March 1995. Mr. Willey has been with the Company in various purchasing and materials acquisition and management positions since May 1980.
The Company's Amended and Restated Certificate of Incorporation provides that the Board of Directors shall be divided into three classes as nearly equal in number as possible and that one class shall be elected each year and serve for a
three-year term. Executive officers hold office until their successors are chosen and qualified, subject to earlier removal by the Board of Directors.
Meetings of Board of Directors
During the fiscal year ended July 31, 2000, the Board of Directors held four meetings. During that period no Director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period
for which he or she was a director, and (ii) the total number of meetings held by all Committees of the Board of Directors on which he served during the period.
Board Committees Meetings and Membership
The Company has an Audit Committee of the Board of Directors whose members were: Dr. Kenneth E. Case, Frederick C. Ermel (Chairman) and Neven C. Hulsey; and a Compensation Committee whose members were: F. William Weber, Dr. Kenneth E. Case,
Frederick C. Ermel and Neven C. Hulsey.
Upon his election to the Board of Directors, Mr. Bradley S. Vetal will join the Audit Committee and Compensation Committee in replacement of Mr. Hulsey, who resigned from the Board of Directors and all related committees on November 13, 2000.
The Audit Committee meets with management and the Company's independent accountants to determine the adequacy of internal controls and other financial matters. In March 2000, the Audit Committee adopted and the Board approved an audit committee
charter to meet new Securities and Exchange Commission regulation. A copy of the charter accompanies this report. The Compensation Committee reviews general policy matters relating to compensation and benefits of employees and officers of the Company and
administers the Company's 1994 Stock Incentive Plan. The Audit Committee held two meetings in fiscal 1999, and the Compensation Committee held three meetings in fiscal 1999. (See "Report of Compensation Committee" and "Report of Audit Committee".)
Directors' Compensation
Pursuant to the Company's 1994 Stock Incentive Plan (the "Plan"), each director who is not an employee of the Company receives an initial grant (either on the date the Plan was adopted or on the date such person first becomes a director) of
options to purchase 3,000 shares of Common Stock. Thereafter, each outside director, on January 1 of each year, will receive options to purchase 1,500 shares of Common Stock. All such options will be exercisable at the fair market value at the date of
grant, commencing six months after the date of grant. In fiscal 2000, each of Messrs. Case and Ermel received options to purchase 1,500 shares of Common Stock at a price of $3.31 per share. Outside directors who are not members of the Compensation
Committee are also eligible for discretionary grants under the Plan. In addition, directors of the Company who are not employees receive directors' fees of $10,000 per year and $1,500 for each Board meeting or committee meeting attended in person ($2,000
if such director is the Chairman of the Board or the committee) and $500 (or $1,000, for the Chairman) for each meeting attended by telephone. Outside directors also receive reimbursement of all out-of-pocket expenses related to meetings attended.
Officers of the Company who serve as directors do not receive compensation for their services as directors other than the compensation they receive as officers of the Company.
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP, the Company's independent certified public accountants, to audit the books and records of the Company for fiscal year 2001.
Representatives of PricewaterhouseCoopers LLP are expected to be available at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if they desire to do so.
THE BOARD OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS
LLP.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Compensation
The following table sets forth the cash compensation paid or accrued by the Company for services rendered during fiscal 2000 to the Company's Chief Executive Officer and the other four most highly compensated executive officers of the Company,
whose compensation exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Principal Position Year
Salary
Bonus
Compensation
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
F. William Weber
2000
$ 422,700
$ -
$ -
Chairman of the Board
1999
434,300
192,000 (6)
-
and Chief
Executive Officer 1998
425,400
157,000 (4)
-
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Dana S. Weber
2000
$ 254,000
$ -
$ 10,000 (2)
Vice Chairman of the Board, 1999
265,300
112,000 (6) 20,000 (2)
President and Chief
Operating Officer
1998
252,500
20,000
9,600 (2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Christopher L. Kowalski (5) 2000
$ 200,000
$ 68,000
$ 5,800 (1)
Director, President of Phillips 1999
200,000
18,600
5,800 (1)
&
Johnston, Inc.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
David E. Boyer
2000
$ 115,700
$ -
$ -
Vice President Sales
1999
115,200
72,000 (6)
-
and Marketing, Secretary
1998
107,000
-
20,000 (2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Michael P. Howard
2000
$ 115,300 (3)
$ -
$ -
Vice President Finance
1999
115,000 (3)
57,700 (6)
9,000 (2)
& Admin., Treasurer and
Chief Financial Officer
1998
116,650 (3)
-
9,000 (2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-
Represents the aggregate amount paid by the Company for life insurance policies.
-
Represents amounts paid by the Company for the person's benefit in respect of deferred compensation plans maintained for certain of the Company's executives.
-
Fiscal years 2000, 1999 and 1998 include $8,400, $8,400 and $5,300, respectively, subsequently repaid to the Company as interest on outstanding advances totaling $175,000, $175,000 and $147,000, respectively, at July 31, 2000, 1999 and 1998,
respectively. (See "Certain Transactions.")
-
$125,000 of such bonus to Mr. Weber was paid pursuant to an arrangement whereby the bonus was based on a multiple of a measured increase in the market value of the Company's Common Stock. There were no such amounts paid in 2000 or 1999. See
"Report of the Compensation Committee".
-
Compensation information for Mr. Kowalski is presented for the period subsequent to the merger of Webco and Phillips and Johnston, Inc in June 1998.
-
Bonus paid in fiscal year 1999 represents fiscal year 1998 performance award.
Employment Agreements and Termination of Employment Arrangements
Each of F. William Weber, Dana S. Weber, Christopher L. Kowalski and Michael P. Howard is employed pursuant to an agreement which terminates December 31,2002. The agreements provide for a base salary of $422,706 for Mr. Weber, $225,000 for Ms.
Weber, $200,000 for Mr. Kowalski and $115,000 for Mr. Howard, subject to such increases as may be approved by the Compensation Committee, and the use of an automobile. Mr. Weber also receives reimbursement annually for the cost of certain life insurance
policies, and the Company pays the cost of life insurance policies for Ms. Weber and Mr. Kowalski, as described in the footnotes to the Summary Compensation Table above. Upon the occurrence of a "change in control," each of the above will be entitled to
receive an amount equal to three times the sum of his or her base salary plus the highest bonus paid to him or her in the prior three years (plus such amount as is necessary so that such payment is received net of any special or excise taxes), payable at
such person's option in either a lump-sum or over three years with interest. A "change in control" is generally defined in the agreements to have occurred if (i) the Company consummates a merger in which the Company is not the surviving corporation or in
which shares of Common Stock are converted into other property, other than a merger in which the holders of the Common Stock immediately prior to such merger have substantially the same proportionate ownership of Common Stock of the corporation surviving
such merger, (ii) the Company sells, leases, exchanges, or transfers (in one or a series of related transactions) all or substantially all of its assets, (iii) the Company's stockholders approve a liquidation or dissolution of the Company, (iv) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than the Company or any employee benefit plan sponsored by the Company, becomes the beneficial owner of either (A) 51% of the Common Stock or
(B) a greater percentage of the Common Stock than is held by the Weber Family, or (v) at any time during two consecutive years, individuals who, at the beginning of such period, constituted the Board of Directors cease to constitute at least a majority
thereof, unless the election or nomination of each new director during such two-year period was approved by at least two-thirds of the directors then in office who were directors at the beginning of such two-year period.
Stock Options
The following table summarizes individual grants of options made during fiscal year 2000 to each of the Named Executive Officers:
Individual Option Grants in Last Fiscal Year
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Number of
% of Total
Potential Realized
Securities
Options
Value at Assumed
Underlying
Granted to Per Share
Annual Rate of Stock
Options
Employees Exercise
Vesting Expiration
Price Appreciation
Name
Granted
in Fiscal Year Price
Period Date
for Option Term
5% 10%
F. William Weber
-
-
$-
-
-
$- $-
Dana S. Weber
-
-
-
-
-
- -
Chris L. Kowalski
-
-
-
-
-
- -
David E. Boyer 6,000
3.4%
4.00 5 Yrs
9-30-09 13,000
33,000
Michael P. Howard 6,000 3.4%
4.00 5 Yrs 9-30-09
13,000 33,000
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following table shows the number of shares of Common Stock represented by outstanding stock options held by the Named
Executive Officers as of July 31, 2000. Also reported are the values for "in the money" options which represent positive spread between the exercise price of any such existing stock options and the fiscal year-end price of the Common Stock.
Aggregated Option Exercises in 2000
and Fiscal Year-End Option Values
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Number of Securities
Value of Unexercised
Number of Securities
Underlying Unexercised
Options at In-the-Money
Underlying Options
Options at Fiscal Year-End ( #) Options at Fiscal Year-End ($ )
Value
Name
Exercised (#) Realized ($)
Exercisable Unexercisable
Exercisable Unexercisable
F. William Weber
-
-
-
-
$ -
$ -
Dana S. Weber
-
-
19,200 12,800
-
-
Chris L. Kowalski
-
-
-
-
-
-
David E. Boyer
-
-
22,800
9,200
-
-
Michael P. Howard
-
-
15,600
16,400
-
-
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Report of the Compensation Committee
The Compensation Committee (the "Committee") of the Board of Directors is comprised of the three non-employee directors and the Chief Executive Officer. The Committee is responsible for reviewing and making recommendations to the Board of
Directors regarding the compensation and benefits of the Company's management personnel.
As discussed under "Employment Agreements and Termination of Employment Arrangements," the Company entered into employment agreements with F. William Weber, the Company's Chief Executive Officer, and Dana S Weber, the Company's Chief Operating
Officer. Because the salary of Mr. Weber during fiscal 2000 has been solely pursuant to his employment agreement, the Committee has not formulated specific policies concerning compensation of the Chief Executive Officer. Based upon its review of the
relationship between the salaries of Chief Executive Officers and Chief Operating Officers in comparable companies, the Compensation Committee has established a salary policy for the Chief Operating Officer whereby the base salary for that position is
approximately 60% of the base salary of the Chief Executive Officer.
While decisions regarding salary levels for management personnel, other than the Chief Executive Officer and Chief Operating Officer, are determined by the Chief Executive Officer and the Chief Operating Officer (subject to review by the
Committee), the Committee has established general policies designed to enable the Company to reward qualified management personnel and to provide long-term incentives. The Committee's philosophy is that the Company's goals are more likely to be achieved
if final compensation is tied to the Company's performance during the year, and that long-term stock options are longer term incentives that are closely aligned with shareholder return. In fiscal 2000, 176,000 new options were granted to 190 employees and
management personnel (68,000 of which were granted to 9 executives), as authorized by the Compensation Committee. The specific number of options granted was commensurate with the degree of responsibility of the grantee's position and the length of the
grantee's employment. No options have been granted to the Chief Executive Officer.
The Committee has approved supplemental compensation plans for the Chief Executive Officer, Chief Operating Officer and other senior management personnel.
In order to incent the CEO and COO to operate the Company such that long-term shareholder value is maximized, the Committee awards an annual bonus to the CEO and COO that is equal to the increase in the market value of the Company's Common Stock
at a measurement date over an established bonus base stock price times a multiple established by the Committee. The measurement date has been established as two weeks after the Company's fourth fiscal quarter earnings release and the bonus base stock
price is typically the market value of the Company's Common Stock on the date the bonus multiple is set by the Committee. Upon payment of a bonus under the plan, the bonus base stock price changes to the stock price upon which the payment was made.
Reductions in the bonus base stock price are not made during the measurement period for subsequent decreases in stock price. In 1997, the Committee established a bonus for the CEO on the above terms with a bonus multiple of 50,000 and a bonus base stock
price of $5.75. In 1998, $125,000 was paid to the CEO as a bonus on the 1997 multiple and the bonus base stock price was increased to $8.25. In 1998, the Committee established an additional bonus for the CEO and an initial bonus for the COO with multiples
of 16,000 and 10,000, respectively, each having a bonus base stock price of $7.25. No bonus was paid on any of the multiples based on the market price of the Company's stock two weeks after the 1998, 1999 or 2000 fourth fiscal quarter earnings releases
and there were no changes to the bonus base stock price of any of the awards.
The Committee has approved a bonus compensation plan for the senior staff, including the CEO and COO, that is intended to reward participants for attaining budgetary goals that are established by the Company and approved by the Committee. The
plan is designed to pay a target bonus if such budgetary goals are attained and increases or decreases the bonus amount at an accelerated rate if such budgetary goals are exceeded or under-achieved, respectively. In certain circumstances, the Company
deposits all or part of any such bonuses to a deferred compensation plan maintained by the Company for the benefit of certain of the Company's executives. The bonuses reflected in the Summary Compensation Table as paid during fiscal year 1999 represent
fiscal year 1998 performance awards. Other than with respect to the president of the Company's subsidiary, Phillips & Johnston, no such bonuses were paid or are to be paid for fiscal years 1999 and 2000.
MEMBERS OF COMPENSATION COMMITTEE
F. William Weber
Dr. Kenneth E. Case
Frederick C. Ermel
Neven C. Hulsey
Upon his election to the Board of Directors, Mr. Bradley S. Vetal will join the Compensation Committee in replacement of Mr. Hulsey, who resigned from the Board of Directors and all related committees on November 13, 2000.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
There are no compensation committee interlocks. See "Certain Transactions."
Report of the Audit Committee
The Audit Committee has:
-
Reviewed and discussed the audited financial statements with management
-
Discussed with the independent auditors the matters required to be discussed by Statement of Auditing Standards No. 61, "Communication with Audit Committees"
- Received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standards No. 1, and has discussed with the independent auditors the auditors' independence.
-
Based on the review and discussions above, recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange
Commission.
The Board of Directors has determined that the members of the Audit Committee are independent as defined by the rules of the American Stock Exchange. The Audit Committee has adopted a written charter. The charter is included as Exhibit A to this
proxy statement.
MEMBERS OF AUDIT COMMITTEE
Frederick C. Ermel (Chairman)
Dr. Kenneth E. Case
Neven C. Hulsey
This report of the Audit Committee 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, as amended, or under the Securities
Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporated this information by reference, and shall not otherwise be deemed filed under such Acts.
Upon his election to the Board of Directors, Mr. Bradley S. Vetal will join the Audit Committee in replacement of Mr. Hulsey, who resigned from the Board of Directors and all related committees on November 13, 2000.
Stock Price Performance Data
The following data compares on a cumulative basis the percentage change since July 31, 1995, in the total shareholder return on the Company's Common Stock, with (a) the total return or the AMEX Market Value Index, which is being used as the
required broad entity market index, and (b) the total return for a selected peer group index (the "Peer Group"). The Peer Group consists of Huntco Inc., Maverick Tube Corporation, Steel Technologies, Inc. Lone Star Technologies, and Synalloy Corporation.
The graph assumes (i) investment of $l00 on July 31, 1995, in the Company's Common Stock, the AMEX Market Value Index and the common stock of the Peer Group, and (ii) the reinvestment of all dividends.
CUMULATIVE TOTAL RETURN
July-95
July-96
July-97
July-98
July-99 July-00
Webco Industries, Inc.
$100.00
$88.46
$105.77
$120.19 $70.19
$46.15
AMEX Market Value Index $100.00
$100.87
$122.39
$145.17 $163.23
$189.44
Peer Group
$100.00
$118.44
$233.54
$108.90 $132.44
$235.46
CERTAIN TRANSACTIONS
C-CAM
The Company paid C-CAM $506,000 in fiscal 2000 pursuant to a contract with C-CAM for certain fabrication activities at market rates and terms for such activities. In addition, the Company had a receivable balance at July 31, 2000 of $949,000 for
amounts paid on behalf of C-CAM.
Diversified Plastics. Inc.
The Company purchases certain specialty packaging and shipping material from Diversified Plastics, Inc., an entity owned by F. William Weber. Payments made by the Company totaled $163,000 in fiscal 2000
Advances to Affiliates
Mr. F. William Weber, Chairman of the Board and Chief Executive Officer, had an outstanding advance during fiscal 2000 and at July 31, 2000 of $1,200,000. The advance is subject to a note from Mr. Weber, collateralized by certain assets. The note
bears interest at the prevailing rate under the Company's Loan Agreement with its primary lender and is payable at maturity of the note on August 15, 2001.
Loan to Officer
The Company has made advances to certain executives. As of July 31, 2000, such advances included $168,000 to Mr. William F. Obermark, $105,000 to Mr. David E. Boyer and $175,000 to Mr. Michael P. Howard. The advances are subject to notes
collateralized by certain assets. Interest on the advances to Messrs. Obermark and Boyer is charged at the rate of 4.1% and $61,000 is accrued at July 31, 2000. The notes to Messrs. Obermark and Boyer mature on February 15, 2001 and August 1, 2001,
respectively. The note to Mr. Howard bears interest at 5.7% and is paid currently ($8,400 during fiscal year 2000). The note is due on January 31, 2001.
Lease of Facility
The Company leases warehouse space in a facility in Nederland, Texas that is owned by a partnership, of which the principals are five vice presidents of the Company. During fiscal year 2000, the Company paid $64,800 to the partnership in rentals.
The rentals were established at the beginning of the lease based on an independent evaluation.
STOCKHOLDER PROPOSALS
It is contemplated that the Company's 2001 Annual Meeting of Stockholders will be held on or about December 1, 2001. Stockholders of the Company wishing to include proposals in the proxy material in relation to the Annual Meeting of Stockholders
to be held in 2001 must submit the same in writing so as to be received at the executive offices of the Company on or before July 1, 2001. Such proposals must also meet the other requirements of the rules of the Securities and Exchange Commission relating
to stockholders' proposals.
By Order of the Board of Directors,
MICHAEL P. HOWARD
Assistant Secretary
November 25, 2000
Exhibit A to Proxy Statement
Webco Industries, Inc.
Audit Committee Charter
Adopted March 2, 2000
Webco Industries, Inc.
Audit Committee Charter
Adopted March 2, 2000
Mission Statement
The Audit Committee (the "Committee") will assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities. The Committee will review the financial reporting process, the system of internal control, the audit process, and
the Company's process for monitoring compliance with laws and regulations and with the code of conduct. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors. To
effectively perform his or her role, each committee member will obtain an understanding of the detailed responsibilities of committee membership as well as the Company's business operations and risks.
Organization
The Committee shall be comprised of at least three directors as determined by the Board, each of whom shall be independent directors, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or
her independent judgment as a member of the Committee. For purposes of this Charter, an independent director is one that meets the criteria contained within American Stock Exchange Rule SR-Amex-99-38, as approved by the Securities and Exchange Commission
on December 14, 1999.
Each of the members of the Committee shall be able to read and understand fundamental financial statements. At least one member of the Committee shall have past employment experience in finance or accounting, or any other comparable experience or
background which results in the individual's having financial sophistication, including having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
The Board shall designate one of the Committee members that meet the higher standard of financial knowledge to be Chairman. The Chairman of the Committee shall determine the frequency and timing of Committee meetings. The Chairman shall also
preside over meetings of the Committee. A Committee meeting may also be called by at least two of the remaining Committee members, by stating in a written notice to the other Committee member(s) the time and purpose of meeting.
Roles and Responsibilities
Internal Control
-
Evaluate whether management is setting the appropriate tone at the top by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
Focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of a systems breakdown;
Gain an understanding of whether internal control recommendations made by external auditors have been implemented by management; and
Ensure that the external auditors keep the Committee informed about fraud, illegal acts, deficiencies in internal control, and certain other matters.
Financial Reporting
General
-
Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements; and
-
Ask management and the external auditors about significant risks and exposures and the plans to minimize such risks.
Annual Financial Statements
-
Prior to the issuance of the annual financial statements, meet with management and with the external auditors, either telephonically or in person, to review the results of the audit and whether there are any matters that need to be brought to the
attention of the Committee. (This may be done by the Committee chairperson or the entire committee)
-
Discuss with management and the external auditors the annual financial statements and their conclusions regarding whether they are complete and consistent with the information known and whether the financial statements reflect appropriate
accounting principles;
Discuss with financial management and the external auditor any complex and/or unusual transactions;
-
Inquire as to the external auditor's views about the quality of management's choices of accounting principles and whether those principles are conservative, moderate or aggressive from the perspective of income, asset and liability recognition
and whether those principles are common practices or are minority practices;
-
Inquire as to the external auditor's views about whether management's approach to judgmental areas such as those involving valuation of assets and liabilities, including for example, the accounting for and disclosure of obsolete or slow-moving
inventory; bad debt losses; self-insurance reserves, product and environmental liability; other litigation reserves and accruals; and other commitments and contingencies are conservative, moderate or aggressive and whether their judgments are in line with
common practices;
-
Inquire as to the external auditor's assessments as to the quality of estimates made by the Company in the course of preparing the financial statements;
-
Consider management's handling of proposed audit adjustments identified by the external auditors; and
Ensure that the external auditors communicate certain required matters to the Committee.
Interim Financial Statements
Determine the extent to which external auditors review quarterly financial information, and the manner in which the review is performed;
Require management and the external auditors, either telephonically or in person, to brief the Committee chairperson on the results of the review and to brief the Committee chairperson as to whether there are any matters that need to be brought
to the attention of the Committee;
Conduct inquiries of management and external auditor to determine if there have been changes in accounting principles, any complex/unusual transactions during the period, changes in approach to the application of existing accounting principles,
changes in management's approach to judgment areas involving valuation of assets and liabilities, or significant proposed adjustments identified by the external auditors;
Ensure that the external auditors communicate certain required matters to the Committee.
Compliance with Laws and Regulations
- Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management's investigation and follow-up (including disciplinary action) on any fraudulent acts or accounting irregularities;
-
Periodically obtain updates from management, general counsel, and tax director regarding compliance;
-
Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and
Review the finding s of any examinations by regulatory agencies such as the Securities and Exchange Commission.
Compliance with Code of Conduct
-
Ensure that a code of conduct is formalized in writing and that all employees are aware of it;
Evaluate whether management is setting the appropriate tone at the top by their actions and by their communicating the importance of the code of conduct and the guidelines for acceptable business practices;
-
Review the program for monitoring compliance with the code of conduct; and
-
Periodically obtain updates from management and general counsel regarding compliance.
External Audit
-
Review the external auditors' proposed audit scope and approach, confirming to the external auditors their ultimate accountability to the Board and Committee, as representatives of shareholders;
-
Review the performance of the external auditors and recommend to the Board the appointment or discharge of external auditors;
Review and confirm the independence of the external auditors by reviewing the nonaudit services provided;
- Obtain a formal written statement from the external auditor that delineates all relationships between the auditor and the Company, consistent with Independence Standards Board Standard 1; and
- Engage in a dialogue with the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full board take, appropriate
action to oversee the independence of the external auditor.
Other Responsibilities
-
Meet with the external auditors, and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately;
-
Ensure that significant findings and recommendations made by the external auditors are received and discussed on a timely basis;
Review, with the Company's counsel, any legal matters that could have a significant impact on the Company's financial statements;
Review the policies and procedures in effect for considering officers' expenses and perquisites;
-
If necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist;
Perform other oversight functions as requested by the full board; and
-
Review and update the charter and receive approval of changes from the Board.
Reporting Responsibilities
A Committee representative should regularly update the Board about Committee activities and make appropriate recommendations and/or resolutions.
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