SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Tektronix, Inc.
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
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<PAGE>
Date first mailed: August 30, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85021
(602) 572-2149
INDEPENDENT SHAREHOLDER SOLICITATION FOR SHAREHOLDER PROPOSALS
re: EMPLOYEE SEVERANCE POLICY, BOARD DECLASSIFICATION AND POISON
PILL
at TEKTRONIX, INC.
Annual Stockholders Meeting
September 26, 1996, 10:00 a.m.
Portland Hilton Hotel
921 S.W. 6th
Portland, OR
Dear Fellow Tektronix Shareholder:
United Food & Commercial Workers ("UFCW") Local 99R urges
you to vote FOR our shareholder proposals for (1) equal treatment
of top executives and other employees as to severance
arrangements, (2) annual election of all directors (declassifying
the board), and (3) rescinding the poison pill.
A. EQUAL JOB SECURITY FOR TOP MANAGEMENT AND REGULAR EMPLOYEES
Tektronix top management enjoys written employment
agreements guaranteeing them three years' salary plus benefits if
terminated within two years of any change in control of the
company (unless the executive engages in serious willful
misconduct).
The officers also have another severance plan for situations
other than change-in-control: if terminated for anything less
than serious willful misconduct, they will receive one years' pay
and benefits and outplacement assistance (for Mr. Meyer, it is
two years' worth).
We believe regular employees of Tektronix should receive no
less protection from job loss than top management receives. In
our view, this is the best way for the company to ensure high
employee morale and productivity: to keep employees focused on
doing a good job, not looking for a better job. We urge your vote
for the following proposal:
RESOLVED, that shareholders recommend that the
Company provide senior executives with no greater
protection from discharge than is provided all long-term
employees of the Company. "Protection from discharge"
means the number of months of severance pay and
contractual commitments as to just cause for termination
or as to duration of employment. "Long-term
employees" here means all employees with more than
two years' service to the company.
When we asked management to tell us what severance protection is
currently provided employees other than top officers, all it said
was that severance for "layoff, downsizing or the like" for the
rank-and-file was "very competitive".
Note that management's package goes beyond downsizing:
severance is paid for discharges for all sorts of reasons so long
as these do not amount to "willful engaging by executive
in illegal conduct which is materially and demonstrably injurious
to Tektronix" or "the willful and continued failure by Executive
to perform substantially Executive's reasonably assigned
duties... after a demand for substantial performance is delivered
to the Executive."<F1>
<F1> Even "willful" is narrowly defined by these executive
agreements: "no act, or failure to act, on Executive's part shall
be considered 'willful' unless done, or omitted to be done, by
Executive in knowing bad faith and without reasonable belief that
Executive's action or omission was in, or not opposed to, the
best interests of Tektronix."
<PAGE>
Some company boards defend superior severance benefits for
executives by claiming these executives are more valuable than
other employees. If that is true, this is more than amply
recognized through higher salary, bonuses and other benefits, in
our view. For example, CEO Meyer received $1,021,536 in cash
compensation in 1996. In 1995 he received $1,031,284 plus another
$551,854 in contributions for a supplemental retirement plan,
plus $1,220,174 in long-term compensation (increased value of
restricted stock awarded in 1993).
We feel all employees are essential to the Company's
profitability, given that research and development are important
elements in the Company's business. We believe that as a matter
of human dignity, no employee deserves to live in fear of
tomorrow being plunged into poverty by being fired without
warning.
The job security we call for is not radical: most collective
bargaining agreements negotiated by unions in this country
require just cause for discharge. A number of agreements provide
severance pay in downsizing situations.
We obviously are not proposing that every employee receive
the same amount of money as executives are promised. We simply
believe the same formula should apply: long-term employees should
not be left with a few weeks' pay when top executives receive 3
years' worth. Also, we feel company severance policy should
consistently discourage terminations for less than serious
offenses, regardless of whether the person terminated is an
officer.
Some shareholders may want their company to be able to fire
anyone at any time without having to show a good reason or pay
severance. If so, this could still be the rule under our
proposal. Our proposal simply says the rule should be the same
for top management as for the rest of the workforce. In our view,
employee morale would benefit simply from having the same
standard applied to all employees, top to bottom.
B. PROPOSAL FOR ANNUAL ELECTION OF ALL DIRECTORS (BOARD
DECLASSIFICATION)
Until a decade ago, the Company elected all its directors
annually. Then the Company switched to a "classified" board,
meaning only one-third of the directors are up for election each
year.
Several companies recently abandoned classified boards under
pressure from large shareholder votes in favor of
declassification: Yellow Freight, Ameritech, Mead Paper and
Union Pacific. A majority of shareholders in at least 8 companies
voted in favor of board declassification in 1995-96. The Investor
Responsibility Research Center reports that shareholder
declassification proposals in 1995 came to a vote at 65 companies
and received an average 39.1 percent support. We propose
as follows:
RESOLVED, that the shareholders hereby amend the Company's
bylaws to have annual election of all directors instead of
the current staggered board elections. Article II, section 2
of the bylaws shall be amended to read: "The number of
directors of the corporation shall be eleven, who shall be
elected at each annual meeting of shareholders and serve
one-year terms and until their successors are elected and
qualified. This provision of the bylaws may not be amended
by the board without a vote of the shareholders."
In our view, a classified board is unfair to shareholders: even
if all shareholders agree that the current directors must go, it
might take three annual meetings (and three proxy contests) to
vote them out.<F2> We feel board declassification will make
directors more responsive to shareholder interests.
C. PROPOSAL TO ELIMINATE THE POISON PILL ABSENT SHAREHOLDER
APPROVAL
Tektronix has a poison pill which allows management
to dilute the value of a large block of stock acquired by someone
without management's blessing. The Board adopted this pill
without a shareholder vote. In our opinion, someone who wants to
buy our stock as part of a large block should be able to do so as
easily as he can buy a few shares.
<F2>Oregon corporation law might allow instant replacement if
shareholders voted to declassify the board at the same time as
they voted for a whole new board, and the incumbent directors
could not prevail on a claim their 3-year terms were contractual
and irrevocable, nor on a claim that there must first be a
declassification vote before there can be a valid vote for
all seats. Also, if another corporation acquired over 90
percent of Tektronix stock, it could merge Tektronix into itself
and thereby gain control over the board immediately.
<PAGE>
Proposals against poison pills in 1996 received majority
shareholder support at Weyerhauser, Fleming, Supervalu, and Ryder
(despite management opposition). Consolidated Freight ended its
pill in the face of likely shareholder approval of a similar
proposal. We urge your vote for the following proposal:
RESOLVED, that shareholders recommend the Company not use
a "poison pill" (its current "shareholder rights" plan, or
any replacement thereof) unless the pill has first
been submitted to shareholders and approved by a majority of
shares voted.
The pill here is a "right" attached to each common share. It is
triggered by a person or group commencing a tender offer to
acquire more than 20 percent of the stock, or more than 10%
without board support. Each "right" allows its holder (other than
the tender offeror) to purchase company stock or other property
having a value of twice the right's exercise price.
The European Commission has recommended that European
countries require shareholder approval of any pill. We agree
that shareholders should be allowed to decide for themselves
whether an offer for their stock is fair or not.
VOTING PROCEDURE AND VOTING RIGHTS
You can vote on these proposals using the card you already
received from management, or by using the enclosed card.
If you have already voted, you can change your vote simply
by executing a new proxy card: only the latest-dated card counts.
Executing our card grants us no discretionary authority: if
matters not listed therein come before the meeting (which is not
anticipated; advance notice is required by the bylaws), we will
not vote your shares on such matters. If you sign the card but do
not tell us how to vote, we will vote for the proposals and not
vote in the directors election.
You may revoke a proxy vote any time before the tally by
(1) executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the date of the
meeting. The company headquarters is 26600 S.W. Parkway,
Wilsonville, OR 97070, Tel. (503) 627-7111.
Employees who own stock through the 401K Plan are entitled
to give confidential directions to the Plan Trustee as to how to
vote the stock allocated to the employee's account. Our counsel
advises that retaliation against any employee based on their vote
would be a serious violation of federal law. We will keep the
content of all cards we receive confidential from everyone except
our staff, except that at the meeting the cards received from
record owners must be presented to the company's tabulator in
order to be counted. Our staff will keep confidential any
information on cards or surveys which identify you (this
information will be used solely to confirm the validity of the
card/survey and to communicate regarding shareholder voting
issues).
Approval of the proposals requires a vote of the majority of
the shares represented at the meeting. All holders of common
stock as of August 5, 1996 will be entitled to vote. The
proposals on poison pills and severance pay are recommendations
and would not bind the company; the declassification proposal
would be a binding bylaw amendment.
SOLICITATION
The costs of this solicitation are being borne by UFCW
99R, which owns 25 shares of company common stock. We expect
to spend about $2000 on printing and mailing and postage, and
about the same amount on legal fees. We represent employees
in the retail food industry, including one Albertson's store, and
are organizing other Albertson's stores over management
opposition in what we feel are improper forms. Tektronix director
Gary Ames is also a director of Albertson's. We have made
shareholders proposals at other companies connected
to Albertsons through their boards. Regardless of the outcome of
this labor situation, we will present the proposals and your
proxy cards at the Tektronix meeting.
PROPOSALS FOR FUTURE MEETINGS
Shareholders who have owned more than $1000 worth of the
company's stock more than one year have the right under SEC Rule
14a-8 to have the company's proxy statement include a shareholder
proposal and supporting statement. The deadline for submitting
such proposals for inclusion in the Company's 1997 proxy
statement is April 28, 1997.
EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS/ELECTION OF DIRECTORS
We incorporate herein the information on these subjects
contained in management's proxy statement. We make no
recommendation on the directors election.
PLEASE VOTE FOR OUR PROPOSALS FOR BOARD DECLASSIFICATION, FOR
PUTTING THE POISON PILL UNDER SHAREHOLDER CONTROL, AND FOR EQUAL
TREATMENT OF COMPANY EMPLOYEES AS TO SEVERANCE POLICY
Sincerely,
William McDonough
President UFCW 99R
PLEASE RETURN THE ENCLOSED PROXY CARD AND SURVEY TO:
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ 85021
<PAGE>
UFCW 99R SURVEY OF TEKTRONIX SHAREHOLDER OPINION [this is a
voluntary survey, not a proxy]
1. Should top management enjoy job security arrangements which
are not extended to other employees in the company?*
Yes [ ] No [ ] Undecided [ ]
2. Do you support the idea of annual election of all directors*?
Yes [ ] No [ ] Undecided [ ]
3. Should the company have a poison pill plan without prior
shareholder approval?*
Yes [ ] No [ ] Undecided [ ]
4. What is your favorite thing about the Company?
_________________________________________________________
6. What is the worst thing about the Company?
____________________________________________________________
*(If you want to vote on the proposals concerning these
issues, you need to use a separate proxy card or vote in
person at the shareholders meeting.)
<PAGE>
7. List anything you would like management to change:
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL:
Name ______________________________________ Title, if any
_______________________________________________
Address
_________________________________________________________________
_____________________________
Phone ______________________ Fax ____________________ # of Shares
owned ____________________
Record Owner name and address (if not above):
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85021
<PAGE>
PROXY SOLICITED BY UFCW 99R for ANNUAL MEETING OF SHAREHOLDERS of
TEKTRONIX INC. Sept. 21, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the Tektronix, Inc. annual meeting, and at any
adjournments thereof, as directed below. The undersigned grants
no discretionary authority.
(1) ELECTION OF DIRECTORS
Nominees: P. E. Bragdon, A.G. Ames, P.C. Ely, Jr., P.L. Alker
FOR all nominees [ ] WITHHOLD from all nominees [ ] FOR all
nominees except: ____________________________
(2) PROPOSAL RECOMMENDING OFFICERS RECEIVE NO MORE FAVORABLE
SEVERANCE PROTECTION THAN OTHER LONG-TERM EMPLOYEES
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS (annual
election of all directors)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) PROPOSAL FOR SHAREHOLDER REVIEW OF POISON PILL PLAN
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN.
SIGNATURE[s] ___________________________________________
DATE __________
PRINT NAME/TITLE________________________________________
ADDRESS____________________________________________________
________________________ ___________ ________________
ACCOUNT NO. # OF SHARES PHONE NO. FAX NO.
IMPORTANT: IF YOUR STOCK IS HELD IN THE NAME OF A BANK,
BROKER OR OTHER NOMINEE, PLEASE LIST THE NAME AND ADDRESS OF
THE RECORD OWNER !!!
<PAGE>
CONFIDENTIAL VOTING DIRECTION TO THE 401(k) PLAN TRUSTEE:
SOLICITED BY UFCW 99R for ANNUAL MEETING OF SHAREHOLDERS of
TEKTRONIX INC. Sept. 21, 1996
The undersigned shareholder hereby directs the Tektronix
401(k) Plan Trustee and any proxies thereof to vote the shares of
stock allocated to the undersigned's account with the 401K Plan
as follows:
(1) ELECTION OF DIRECTORS
Nominees: P. E. Bragdon, A.G. Ames, P.C. Ely, Jr., P.L. Alker
FOR all nominees [ ] WITHHOLD from all nominees [ ] FOR all
nominees except: ____________________________
(2) PROPOSAL RECOMMENDING OFFICERS RECEIVE NO MORE FAVORABLE
SEVERANCE PROTECTION THAN OTHER LONG-TERM EMPLOYEES
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) PROPOSAL TO DECLASSIFY THE BOARD OF DIRECTORS (annual
election of all directors)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) PROPOSAL FOR SHAREHOLDER REVIEW OF POISON PILL PLAN
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE DATE, SIGN AND MAIL DIRECTLY TO PLAN TRUSTEE OR TO UFCW 99
(UFCW 99 MUST RECEIVE TWO DAYS BEFORE TRUSTEE'S DEADLINE).
SIGNATURE[s] ___________________________________________
DATE __________ PRINT NAME______________________________
ADDRESS________________________________
TEL. NOS. (W_____________________(H)__________________
_______________________________
Account No. (or Soc. Sec. No. -- used solely to ensure your vote
gets counted)
