SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
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SWANK, INC.
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________
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SWANK, INC. 6 Hazel Street, Attleboro, Massachusetts 02703
Notice of Annual Meeting of Stockholders
The 2000 Annual Meeting of Stockholders of SWANK, INC. (the
"Company") will be held at the Company's offices at 6 Hazel
Street, Attleboro, Massachusetts, on April 20, 2000 at
11:00 o'clock A.M. local time, for the purpose of considering and
acting upon the following:
1. The election of two (2) Class II directors to serve
on the Company's Board of Directors;
2. The approval of the appointment of PricewaterhouseCoopers LLP
as the independent accountants of the Company for the year 2000;
3. The transaction of such other business as may
properly come before the meeting.
Only holders of record of Common Stock at the close of business
on February 24, 2000 will be entitled to notice of, and to vote
at, the meeting or any adjournment thereof.
By Order of the Board of Directors
Jerold R. Kassner,
Secretary
Dated: March 20, 2000
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF
YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SWANK, INC. 6 Hazel Street, Attleboro, Massachusetts 02703
PROXY STATEMENT
2000 Annual Meeting of Stockholders
April 20, 2000
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of SWANK, INC. (the
"Company") of proxies in the form enclosed for use at the
Company's 2000 Annual Meeting of Stockholders (the "Meeting")
which will be held on the date, at the time and place and for the
purposes set forth in the foregoing notice, and at any
adjournment or postponement thereof. Any stockholder giving a
proxy has the power to revoke the same at any time before it is
voted. All expenses in connection with the solicitation of
proxies will be borne by the Company. Proxies may be solicited
by certain officers and employees of the Company by mail,
telephone, telecopier, telegraph or personal interview.
The outstanding voting securities of the Company at the close
of business on February 24, 2000, the record date for the
determination of stockholders entitled to notice of and to vote
at the Meeting, consisted of 16,569,423 shares of Common Stock,
$.10 par value per share ("Common Stock"), each of which is
entitled to one vote. A majority of the outstanding shares
entitled to vote, present in person or by proxy, constitutes a
quorum for the purposes of the Meeting. The affirmative vote of a
plurality of votes cast at the Meeting is required to elect
directors. The affirmative vote of a majority of shares of
Common Stock present, in person or by proxy, and entitled to vote
at the Meeting will be required to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditors
for the year ending December 31, 2000. This Proxy Statement and
the accompanying form of proxy will be mailed or otherwise
furnished on or about March 20, 2000 to all stockholders of
record at the close of business on February 24, 2000.
OWNERSHIP OF VOTING SECURITIES
The following table sets forth information as of February 24,
2000 with respect to each person (including any "group" of
persons as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("the Exchange Act"))
who is known to the Company to be the beneficial owner of more
than 5% of the Common Stock:
Title of Name and Address of Amount and Nature Percent
Class Beneficial Owner of Beneficial of
Ownership Class
Common Stock The New Swank, Inc. 9,789,817 (1)(2) 59.1%
Retirement Plan
90 Park Avenue
New York, N 10016
Common Stock Marshall Tulin 4,450,550 (3)(4) 26.8%
90 Park Avenue
New York, NY 10016
Common Stock John Tulin 4,022,857 (3)(5) 24.2%
90 Park Avenue
New York, NY 10016
Common Stock Raymond Vise 3,788,410 (3)(6) 22.8%
8 El Paseo
Irvine, CA 92715
(1) The Company has merged its Employee Stock Ownership Plan No.1
("ESOP I"), Employee Stock Ownership Plan No. 2 ("ESOP II") and
Savings Plan into one plan, The New Swank, Inc. Retirement Plan
(the "Retirement Plan"). This amount includes (a) 6,287,630
shares of Common Stock allocated to participants' Retirement Plan
accounts as to which such participants may direct the trustees of
the Retirement Plan as to voting on all matters and (b) an
additional 182 of such shares allocated to the accounts
of former employees, subject to forfeiture, and able to
be voted by the trustees on all matters on which stockholders
may vote.
(2) This amount also includes 3,211,513 shares of Common Stock
allocated to participants' accounts in the Retirement Plan
as to which participants may direct the trustees as to voting
only on certain significant corporate events and as to which the
trustees may vote on all other matters in their discretion.
Shares allocated to such accounts as to which no voting
instructions are received are required to be voted in the same
proportion as shares allocated to such accounts as to which
voting instructions are received. This amount also includes
545,491 shares held under the Retirement Plan, as to
which participants may direct the trustees as to voting
on all matters and may be disposed of in the discretion of
the trustees.
(3) The trustees of the Retirement Plan (other than with respect to
401(k) accounts) are Marshall Tulin, Chairman of the Board
and a director of the Company, John A.Tulin, President and
a director of the Company and Raymond Vise, a director of
the Company. This amount includes (a) 182 shares of Common
Stock allocated to the accounts of former employees but
voted by the trustees (see footnote 1 above), (b) 3,211,513
shares held in accounts as to which the trustees have
sole voting power as to certain matters (see footnote 2
above) and (c) 545,491 shares held under the Retirement Plan
which may be disposed of in the discretion of the trustees
(see footnote 2 above).
(4) This amount includes 343,022 shares owned by Mr. Tulin's
wife. Mr. Tulin disclaims beneficial ownership of these shares.
This amount also includes 40,000 shares which Mr. Tulin has the
right to acquire within 60 days through the exercise of stock
options granted under the Company's 1987 Incentive Stock Option
Plan (the "1987 Plan") and 95 shares allocated to his accounts
under the Retirement Plan.
(5) This amount includes 3,180 shares owned by Mr. Tulin's wife
and 7,000 shares held by Mr. Tulin's daughter. Mr. Tulin
disclaims beneficial ownership of these shares. This amount also
includes 40,000 shares which Mr. Tulin has the right to acquire
within 60 days through the exercise of stock options granted
under the 1987 Plan and 73,288 shares allocated to his
accounts under the Retirement Plan.
(6) This amount includes 25,000 shares which Mr. Vise has the
right to acquire within 60 days through the exercise of stock
options granted under the 1994 Non-Employee Director Stock Option
Plan (the "1994 Plan").
The following table sets forth information at February 24, 2000
with respect to the beneficial ownership of the Company's Common
Stock by (a) each director and each nominee for election as a
director of the Company, (b) each executive officer named in the
Summary Compensation Table and (c) all directors and executive
officers of the Company as a group (12 persons). Unless otherwise
indicated, each person named below and each person in the group
named below has sole voting and investment power with respect to
the shares of Common Stock indicated as beneficially owned by
such person or such group.
Beneficial Owner Amount and Percent of
Nature of Class
Beneficial
Ownership
Mark Abramowitz 27,600(1) Less than 1%
John J. Macht 25,000(2) Less than 1%
James Tulin 106,209(3) Less than 1%
John Tulin 4,022,857(4) 24.2%
Marshall Tulin 4,450,550(5) 26.8%
Raymond Vise 3,788,410(6) 22.8 %
Lewis Valenti 98,595(7) Less than 1%
Eric P. Luft 68,996(8) Less than 1%
All directors and 5,360,640(9) 31.7 %
executive officers as
a group (12 persons)
(1) Includes 25,000 shares which Mr. Abramowitz has the right to
acquire within 60 days through the exercise of stock options
granted under the 1994 Plan.
(2) Includes 25,000 shares which Mr. Macht has the right to
acquire within 60 days through the exercise of stock options
under the 1994 Plan.
(3) Includes 35,000 shares which Mr. Tulin has the right to
acquire within 60 days through the exercise of stock options
granted under the 1987 Plan, an aggregate of 428 shares held by
his children and an aggregate of 70,155 shares of Common Stock
allocated to his accounts under the Retirement Plan.
(4) Includes the shares referred to in footnotes 3 and 5 to the
first table above under "Ownership of Voting Securities."
(5) Includes the shares referred to in footnotes 3 and 4 to the
first table above under "Ownership of Voting Securities."
(6) Includes the shares referred to in footnote 3 and 6 to the
first table above under "Ownership of Voting Securities."
(7) Includes 35,000 shares which Mr. Valenti has the right to
acquire within 60 days through the exercise of stock options
granted under the 1987 Plan and an aggregate of 55,508 shares of
Common Stock allocated to his accounts under the Retirement Plan.
(8) Includes 15,000 shares which Mr. Luft has the right to
acquire within 60 days through the exercise of stock options
granted under the 1987 Plan and an aggregate of 54,091 shares of
Common Stock allocated to his accounts under the Retirement Plan.
(9) Reference is made to footnotes (1) through (8) above. This
amount also includes 325,000 shares of Common Stock which
directors and executive officers as a group have the right to
acquire within 60 days through the exercise of stock options
granted under the 1987 Plan and the 1994 Plan.
Section 16(a) Beneficial Ownership Reporting Compliance
During the year ended December 31, 1999, Bruce Shopoff failed
to report two transactions on a Form 4 that were subsequently
reported on Form 5.
I. Nominees for Election as Directors
The Company's By-laws divide the Board of Directors into three
classes, designated as Class I, Class II and Class III, with each
class to be as nearly equal in number as possible. At each
annual meeting of stockholders, directors are elected for a term
of three years to succeed those in the class whose terms expire
at such annual meeting.
At the Meeting, stockholders will elect two Class II directors
to serve for a term of three years, until the annual meeting of
stockholders in the year 2003 and until the election and
qualification of their respective successors. Unless otherwise
indicated thereon, all proxies received will be voted in favor of
the election of the nominees for election as directors. Should
any of the nominees not remain a candidate at the time of the
Meeting (a situation which is not now anticipated), proxies
solicited hereunder will be voted in favor of those nominees who
do remain as candidates and may be voted for any substitute
nominees.
The following sets forth certain information about each nominee
for election as a director of the Company and each director whose
term of office will continue after the Meeting, including his
principal occupation or employment.
Nominees:
John Tulin (1) - Class II
Mr. Tulin, who is 53 years old, is President of the Company.
He joined the Company in 1971. He was elected a Vice President
in 1974, a Senior Vice President in 1979, Executive Vice
President in 1982 and President on October 24, 1995. Mr. Tulin
became a director in 1975.
John J. Macht (4) - Class II
Mr. Macht, who is 63 years old, has been President of The Macht
Group, a marketing and retail consulting firm, since July 1992.
From April 1991 until July 1992 Mr. Macht served as Senior Vice
President of Jordan Marsh department stores, a division of
Federated Department Stores. Mr. Macht became a director in
December 1995.
Directors whose terms of office will continue after the Meeting:
Mark Abramowitz (2)(3) - Class I
Mr. Abramowitz, who is 64 years old, has been a partner in the
law firm of Parker Chapin LLP for more than the past five years.
The firm is general counsel to the Company. Mr. Abramowitz
became a director in 1987.
James Tulin (1) - Class I
Mr. Tulin, who is 49 years old, is a Senior Vice President of
the Company. He joined the Company in 1974, became a Regional
Sales Manager in 1978 and was elected a Vice President in 1985
and a Senior Vice President in 1986. Mr. Tulin became a director
in 1985.
Marshall Tulin (1) - Class III
Mr. Tulin, who is 82 years old, is Chairman of the Board of the
Company. He joined the Company in 1940, was elected a Vice
President in 1954, President in 1957 and Chairman of the Board on
October 24, 1995. Mr. Tulin became a director in 1956.
Raymond Vise (1)(2)(3)(4) - Class III
Mr. Vise, who is 78 years old, served as Senior Vice President
of the Company for more than five years prior to his retirement
in 1987. Mr. Vise became a director in 1963.
(1) Member of the Executive Committee of the Board.
(2) Member of the Audit Committee of the Board. There were 6
meetings of this committee during the last fiscal year. This
committee reviews the Company's financial statements with the
independent accountants prior to their submission to the Board,
recommends to the Board the appointment of the independent
accountants, reviews the performance and scope of services to be
provided by the independent accountants and reviews the adequacy
of internal accounting procedures and controls.
(3) Member of the Executive Compensation Committee of the Board.
There were 2 meetings of this committee during the last fiscal
year. This committee recommends the annual compensation,
including bonuses, for the 3 executive officers of the Company
who are also directors, each of whom has an employment agreement
with the Company (see "Remuneration and Related Matters"), and
for the Company's Chief Financial Officer.
(4) Member of the Stock Option Committee of the Board. There
were no meetings of this committee during the last fiscal year.
This committee administers the options which remain outstanding
under the Company's 1987 Incentive Stock Option Plan.
There were 8 meetings of the Board during the last fiscal
year. Each of the directors attended at least 75% of the
aggregate of all such Board meetings and all meetings held by
committees of the Board on which he served. The Company does not
have any nominating or similar committee.
There are no family relationships among any of the persons
listed above or among any of such persons and any of the other
executive officers of the Company, except that James Tulin and
John Tulin are sons of Marshall Tulin.
Remuneration and Related Matters
The following table sets forth certain summary information
concerning compensation during the fiscal year ended December 31,
1999 with respect to the Company's Chief Executive Officer and
each of the other 4 most highly compensated executive officers of
the Company:
Summary Compensation Table
ANNUAL COMPENSATION
NAME AND PRINCIPAL YEAR SALARY BONUS OTHER ALL
POSITION ANNUAL OTHER
COMPEN- COMPEN-
SATION(6) SATION
(8)(9)
Marshall Tulin (1) 1999 $360,000 $10,000 $210
Chairman of the 1998 360,000 30,000 88
Board 1997 360,000 25,000 14,934
John Tulin (2) 1999 410,000 60,000 292
President, Chief 1998 355,833 150,000 2,008
Executive Officer 1997 303,333 125,000 14,234
Eric P. Luft (3) 1999 142,500 245,311 292
Senior Vice 1998 130,000 272,412 2,008
President 1997 130,000 235,145 15,334
Lewis Valenti (4) 1999 160,000 195,844 292
Senior Vice 1998 160,000 231,276 2,008
President 1997 160,000 201,875 15,834
James Tulin (5) 1999 260,000 50,000 38,840 (7) 292
Senior Vice 1998 250,000 75,000 42,355 (7) 88
President 1997 245,833 65,000 41,802 (7) 11,534
(1) Mr. Tulin has an employment agreement with the Company which
provides for automatic renewal for successive one-year periods
unless at least 30 days prior to the June 30 anniversary, either
the Company or Mr. Tulin determine not to further extend the term
and provides for a salary at the rate of $360,000 per annum.
(2) Mr. Tulin has an employment agreement with the Company which
terminates on December 31, 2001 providing for a salary at the
rate (commencing January 1, 1999) of $410,000 per annum.
(3) The bonus amounts shown for Eric P. Luft include sales
commissions in the amounts of $217,811, $200,412, and $175,145
for the years 1999, 1998 and 1997, respectively.
(4) The bonus amounts shown for Lewis Valenti include sales
commissions in the amounts of $195,844, $181,276 and $161,875
for the years 1999, 1998 and 1997, respectively.
(5) Mr. Tulin has an employment agreement with the Company which
terminates on December 31, 2001 providing for a salary at the
rate (commencing January 1, 1999) of $260,000 per annum.
(6) Except as set forth for James Tulin, perquisites and other
personal benefits during 1999, 1998, and 1997 did not exceed the
lesser of $50,000 or 10% of reported annual salary and bonus for
any of the executive officers named in the "Summary Compensation
Table".
(7) These amounts include automobile lease payments of $18,778,
in 1999, $19,582, in 1998, and $17,838 in 1997 and a travel
allowance of $10,800 in each of 1999, 1998 and 1997.
(8) The amounts set forth for 1999, 1998 and 1997 represent
allocations under certain benefit plans of the Company as
follows:
DEFERRED
RETIREMENT PLAN COMPENSATION
ACCOUNTS PLAN TOTAL
1999
Marshall Tulin $210 $ 210
John Tulin 292 $1,920 2,212
Eric P. Luft 292 1,920 2,212
Lewis Valenti 292 1,920 2,212
James Tulin 292 292
1998
Marshall Tulin $88 $ 88
John Tulin 88 $1,920 2,008
Eric P. Luft 88 1,920 2,008
Lewis Valenti 88 1,920 2,008
James Tulin 88 88
1997
Marshall Tulin $3,734 $11,200 $14,934
John Tulin 3,734 10,500 14,234
Eric P. Luft 3,734 11,600 15,334
Lewis Valenti 3,734 12,100 15,834
James Tulin 3,734 7,800 11,534
(9) Excludes long-term performance awards granted in 1998 to
Messrs. John Tulin, Eric P. Luft, Lewis Valenti and James Tulin
under the Company's 1998 Equity Incentive Compensation Plan (the
"Incentive Compensation Plan"). The awards, which are payable
60% in cash and 40% in shares of the Company's common stock, may
become payable if the Company achieves certain levels of
Cumulative Pretax Income (as defined in the Incentive
Compensation Plan) for the fiscal years ended December 31, 1998,
1999 and 2000. Less than the maximum amount payable under the
awards may be payable if the Company reaches certain percentages
(at or above 70%) of the maximum Cumulative Pretax Income goal.
If an award becomes payable, the cash portion will be payable in
March 2001 and the common stock portion will be payable
commencing on April 30, 2001 and on each of the next two
anniversaries of such date (subject to forfeiture in certain
circumstances). Cumulative Pretax Income will be as is set forth
on the consolidated statement of operations of the Company
contained in its audited financial statements for those years as
certified by the Company's independent accounting firm. Under
the terms of the awards, the maximum aggregate amount that may be
payable to Messrs. John Tulin, Eric P. Luft, Lewis Valenti and
James Tulin is $840,000, $540,000, $540,000 and $432,000,
respectively.
Each director who is not also an employee of, or counsel to, the
Company receives a fee of $2,000 per meeting of the Board and of
committees of the Board attended by him. In addition, pursuant
to the terms of the 1994 Plan, each director who is not also an
employee of the Company or any subsidiary of the Company in
office immediately following each annual meeting of stockholders
at which directors are elected will, effective on the date such
annual meeting is held, automatically be granted an option to
purchase 5,000 shares of Common Stock. During the fiscal year
ended December 31, 1999, Messrs. Abramowitz, Macht and Vise were
each granted an option to purchase 5,000 shares of Common Stock
at an exercise price per share of $1.21938, the fair market value
per share of Common Stock on the date of the grant.
Robert Tulin (who is the brother of Marshall Tulin and uncle of
John Tulin and James Tulin) was employed by the Company during
1999. Robert Tulin is the director of advertising and is
responsible for coordinating the production of the Company's
merchandise catalogs. Aggregate compensation paid Robert Tulin
by the Company for services rendered during 1999 amounted to
$90,000.
The Company has entered into termination agreements with
Messrs. Marshall Tulin, John Tulin, Lewis Valenti, Eric P. Luft
and James Tulin which expire on December 31, 2001 with an
automatic annual extension commencing on December 31, 2001 and on
each December 31 thereafter unless the Company shall have given
30 days' written notice prior to the then current expiration date
that there shall be no extension. In the event of a change in
control (as defined in such agreements) of the Company during the
term of such agreements followed by a significant change in the
duties, powers or conditions of employment of any such officer,
the officer may within 2 years thereafter terminate his
employment and receive a lump sum payment equal to 2.99 times
such officer's "base amount" (as defined in Section 280G(b)(3) of
the Internal Revenue Code of 1986, as amended (the "Code")).
In 1983 the Company terminated its pension plans covering
salaried employees and salesmen and purchased annuities from the
assets of those plans to provide for the payment (commencing at
age 62) of accrued benefits of those employees who were not
entitled to or did not elect to receive lump sum payments. The
accrued annual benefits for Messrs. John Tulin, Lewis Valenti and
James Tulin are $13,116, $12,731, and $10,407, respectively.
During the Company's fiscal year ended December 31, 1999, no
stock options were granted to or exercised by any executive
officers named in the Summary Compensation Table. The following
table sets forth certain information with respect to the number
and value of unexercised options held by such executive officers
as of December 31, 1999:
1999 FISCAL YEAR END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Exercisable/ Exercisable/
Name Unxercisable Unxerciseable
Marshall Tulin 40,000 / 0 $35,020 / 0
John Tulin 40,000 / 0 35,020 / 0
Eric P. Luft 15,000 / 0 13,133 / 0
Lewis Valenti 35,000 / 0 30,643 / 0
James Tulin 35,000 / 0 30,643 / 0
Compensation Committee Interlocks and Insider Participation
The Company's Executive Compensation Committee consists of
Raymond Vise, a former Senior Vice President of the Company, and
Mark Abramowitz. The members of the Company's Stock Option
Committee are Mr. John J. Macht and Mr. Vise. Ronald Vise (who
is the son of Raymond Vise) was employed by the Company during
1999 as a commissioned salesman. Aggregate compensation paid to
Ronald Vise for services rendered during fiscal 1999 amounted to
$162,425. Mark Abramowitz is a partner in the law firm of
Parker Chapin LLP, which is retained by the Company to provide
legal services. In addition, the Company and The Macht Group, a
marketing and retail consulting firm of which John J. Macht
serves as President, are parties to an agreement pursuant to
which The Macht Group is entitled to receive compensation based
on net sales of products under license agreements entered into
between the Company and licensors introduced to the Company by
The Macht Group. Aggregate compensation during fiscal 1999
earned by The Macht Group under this arrangement was $117,994.
Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended,
that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following report and the
Performance Graph shall not be incorporated by reference into any
such filings.
REPORT OF BOARD OF DIRECTORS AND COMPENSATION COMMITTEES
The Executive Compensation Committee of the Board of Directors,
which is comprised of two non-employee directors, determines the
compensation (other than through the grant of stock-based
compensation) of the Chief Executive Officer of the Company,
other employee members of the Board of Directors and the
Company's Chief Financial Officer. The entire Board of
Directors, with the recommendation of the Company's Chief
Executive Officer, reviews and approves the salaries and bonuses
of the Company's other executive officers. No quantitative
factors were considered in determining executive compensation for
fiscal 1999. Factors considered in determining executive
compensation for fiscal 1999 included, among other things, the
Company's profits and revenues, together with licensing
arrangements entered into in fiscal 1999. The entire Board of
Directors, with the recommendation of the Company's Chief
Executive Officer, reviews and approves long-term performance
awards under the Swank, Inc. 1998 Equity Incentive Compensation
Plan. The Stock Option Committee, which is also comprised of two
non-employee directors, administers the Company's compensation
plans under which stock and stock-based compensation have been
awarded other than the Swank, Inc. 1998 Equity Incentive
Compensation Plan.
The main objectives of the Company's executive compensation
structure have included rewarding individuals for their
respective contributions to the Company's performance and
providing executive officers with a stake in the long-term
success of the Company (mainly through the grant of stock
options). The philosophy of the Board of Directors and each of
its compensation committees has been to utilize a combination of
salary as a base for compensation, annual bonuses as a means of
short-term incentive compensation, stock options to provide
longer term incentives and to link portions of compensation
directly with the performance of the Company's Common Stock, and
contractual protections against changes in or loss of employment
in the event of a change of control of the Company. The Board
and its compensation committees coordinate their efforts to
determine overall compensation of executive officers.
The Board of Directors, the Executive Compensation Committee and
the Stock Option Committee have determined to place additional
emphasis on motivating its executive officers and other employees
by means of performance-related incentives and short and long
range performance goals. To that end, the Board adopted the
Swank, Inc. 1998 Equity Incentive Compensation Plan which the
Company's stockholders approved at the 1998 Annual Meeting. The
Incentive Compensation Plan provides for the grant, in the
discretion of the Board of Directors or any committee appointed
by the Board to administer the Incentive Compensation Plan, of
stock options, stock appreciation rights, restricted stock
awards, restricted stock unit awards, and performance and other
awards. The Board of Directors or such committee may, in
connection with each option or award, establish one or more
objective criteria (which may include, without limitation,
reference to the Company's or any of its division's revenues,
margins or profits) to determine whether, among other things,
options or awards shall vest or otherwise become exercisable, and
whether all or a portion of the compensation under such options
or awards shall become payable.
Base Salary. The Board of Directors and Executive Compensation
Committee review the base salary of each executive officer
annually. In determining the base salaries to be paid to
executive officers (other than those whose salaries are fixed
pursuant to the terms of applicable employment agreements), the
Board of Directors and Executive Compensation Committee consider,
among other factors, the executive's level of responsibility,
experience and expertise, length of service with the Company and
compensation levels in competing companies. The Board and the
Executive Compensation Committee, in consultation with the
Company's Chief Executive Officer, also review the performance of
each executive officer. These reviews have been qualitative in
nature, with no specific weight being assigned to the various
factors considered.
Annual Bonus Compensation. The Board and Executive Compensation
Committee continue to place emphasis on incentive compensation.
In determining the amount of annual bonuses, the Board and the
Executive Compensation Committee have considered such factors as
the Company's revenues and profitability, as well as an
individual executive's personal performance and contribution to
the Company's overall performance during that fiscal year. No
specific weight is generally assigned any particular factor,
although where the Company's overall financial results have not
been favorable, the Board and Executive Compensation Committee
have from time to time not awarded annual bonuses or have reduced
them to qualitatively reflect such results.
Other Incentive Compensation. The Company has in the past
utilized stock options as the primary method of providing stock-
based incentive compensation. However, the Company's remaining
stock option plan available to executives and employees expired
by its terms in fiscal 1997 and no further options may be granted
thereunder. As described above, the Board of Directors and its
compensation committees replaced the 1987 Plan and the Incentive
Share Plan with the Incentive Compensation Plan as the primary
manner, along with annual bonuses, of motivating its employees,
providing employees a way of participating in the growth of the
Company, as well as of linking the interests of its executives
with the overall interests of stockholders.
Chief Executive Officer Compensation. The compensation of John
Tulin, the Company's President and Chief Executive Officer, for
fiscal 1999 was comprised of two components, salary of $410,000
and annual bonus. The Executive Compensation Committee awarded
Mr. Tulin a bonus of $60,000. In reviewing Mr. Tulin's
performance, the Executive Compensation Committee noted Mr.
Tulin's leadership role in the continued growth in the Company's
net sales to record levels in 1999, and the substantial progress
made toward enhancing the Company's overall liquidity by reducing
excess inventories. Mr. Tulin's current salary of $410,000 per
annum is fixed through the end of fiscal 2001 pursuant to an
employment agreement with the Company.
Executive Stock Option
Compensation Committee
Board of Directors Committee
Mark Abramowitz Mark Abramowitz John J. Macht
John J. Macht Raymond Vise Raymond Vise
James Tulin
John A. Tulin
Marshall Tulin
Raymond Vise
PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN OF COMPANY, PEER
GROUP AND BROAD MARKET
1994 1995 1996 1997 1998 1999
Swank, Inc. 100.0 70.59 55.89 105.88 170.59 88.24
Peer Group Index 100.0 55.16 43.72 88.67 80.35 70.57
NADSAQ Market Index 100.0 129.71 161.18 197.16 278.08 490.46
ASSUMES $100 INVESTED ON JANUARY 1, 1994 AND THAT ALL DIVIDENDS
WERE RESERVED
The peer group includes companies that compete with the Company
in one or more of its product categories as well as companies in
similar industries. The peer group includes: Jaclyn, Inc., The
Leather Factory, Inc. and Tandy Brands Accessories, Inc.
Note: The stock price performance shown on the graph above is
not necessarily indicative of future price performance.
I. Approval of Independent Accountants
There will also be brought up for consideration at the Meeting
the approval of the appointment of accountants to perform the
annual audit for the fiscal year ending December 31, 2000.
Subject to the action of the stockholders at the Meeting, the
Board has appointed the firm of PricewaterhouseCoopers LLP,
certified public accountants, as the independent accountants to
audit the financial statements of the Company for the current
fiscal year. They have been the Company's accountants since
1952. The Board recommends their approval. A representative of
PricewaterhouseCoopers LLP is expected to be present at the
Meeting. Such representative will have the opportunity to make a
statement if he or she so desires and will be available to
respond to appropriate questions.
MISCELLANEOUS
In order to be included in the proxy materials for the 2001
Annual Meeting of Stockholders of the Company, stockholder
proposals must be received by the Company on or before November 20, 2000.
As to any proposal intended to be presented by a stockholder
without inclusion in the Company's proxy statement and
form of proxy for the 2001 Annual Meeting of Stockholders of
the Company, the proxies named in the Company's form of proxy for
that meeting will be entitled to exercise discretionary authority
on any such proposal unless the Company receives notice of the
matter on or before February 3, 2001. However, even if such
notice is timely received, such proxies may nevertheless be
entitled to exercise discretionary authority on such matter to
the extent permitted by Rule 14a-4(c)(2) of the Securities
Exchange Act of 1934, as amended.
The accompanying proxy will be voted as specified by
stockholders. If no specification is made, it is intended that
the proxy will be voted FOR the election of all directors and FOR
the approval of the appointment of PricewaterhouseCoopers LLP as
the independent accountants of the Company.
Shares of Common Stock that are voted to abstain and broker
non-votes will be considered present at the Meeting in
determining the presence of a quorum. Shares abstaining with
respect to any matter will be considered entitled to vote and
cast with respect to that matter. Shares subject to broker
non-votes with respect to any matter will not be considered
entitled to vote with respect to such matter.
The Board does not know of any other matter to be brought
before the meeting. If any other matters are properly brought
before the meeting, the persons named in the enclosed proxy
intend to vote such proxy in accordance with their best judgment
on such matters.
By Order of the Board of Directors
Jerold R. Kassner
Secretary
March 20, 2000
SWANK, INC.
6 Hazel Street, Attleboro, Massachusetts 02703
Proxy for Annual Meeting of Stockholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Marshall
Tulin and John Tulin, and each of them, with full power of
substitution, the attorneys and proxies of the undersigned, to
attend the 2000 Annual Meeting of Stockholders of SWANK, INC.
(the "Company") to be held at the Company's offices at 6 Hazel
Street, Attleboro, Massachusetts 02703, on April 20, 2000 at
11:00 A.M. local time, and all adjournments thereof, to vote all
shares of Common Stock of the Company which the undersigned may
be entitled to vote upon the following matters:
(Please Sign and Date on the Reverse Side)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
SWANK, INC.
April 20, 2000
Please Detach and Mail in the Envelope Provided
A X Please mark your
votes as in this
example.
FOR
(except as
indicated to WITHHOLD
the contrary AUTHORITY
below) TO VOTE FOR
1.Election of ______ ______
two (2)
Class II
directors to serve on the Company's Board of
Directors;
Nominees: John Tulin
John J. Macht
For, except vote withheld from the following nominee(s)
_____________________________________________
FOR AGAINST ABSTAIN
2.The approval of the appointment of ____ ____ ____
PricewaterhouseCoopers LLP as the
independent accountants of the Company for
the year 2000.
3. The transaction of such other business as may properly come
before the meeting.
UNLESS OTHERWISE INDICATED, THE PROXY WILL BE VOTED
"FOR" THE ELECTION OF THE NOMINEES FOR DIRECTOR, "FOR"
ITEM 2 AND WITH DISCRETION ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.
IF YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THIS
FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SIGNATURE_____________ DATE____ SIGNATURE___________DATE ________
(SIGNATURE IF HELD JOINTLY)
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please
give full title as such.
