<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ).
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TEKTRONIX, INC.
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
____________________
(2) Aggregate number of securities to which transaction applies:
Not applicable
____________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
Not applicable
____________________
(4) Proposed maximum aggregate value of transaction:
Not applicable
____________________
(5) Total fee paid:
Not applicable
____________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
Not applicable
____________________
(2) Form, Schedule or Registration Statement No.:
Not applicable
____________________
(3) Filing Party:
Not applicable
____________________
(4) Date Filed:
Not applicable
____________________
______________
<PAGE>
[Tektronix logo located here]
August 14, 1996
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders
of Tektronix, Inc., which will be held on Thursday, September 26,
1996, at 10:00 a.m., at the Portland Hilton, 921 S.W. Sixth Avenue,
Portland, Oregon.
The attached notice of meeting and proxy statement describe the
matters that may be acted upon at the meeting.
It is important that your shares be represented and voted at the
meeting whether or not you plan to attend. Therefore, we urge you to
complete, sign and date the enclosed proxy and return it in the
envelope provided.
We look forward to greeting as many of our shareholders as possible.
Sincerely,
/s/ J.J. MEYER
Jerome J. Meyer
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
<PAGE>
[Tektronix logo located here]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON SEPTEMBER 26, 1996
To the Shareholders of Tektronix, Inc.:
The annual meeting of the shareholders of Tektronix, Inc., an Oregon
corporation, will be held in accordance with the bylaws on Thursday,
September 26, 1996, at 10:00 a.m., local time, at the Portland Hilton,
921 S.W. Sixth Avenue, Portland, Oregon, for the following purposes:
1. Electing four directors; and
2. Transacting such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on Monday,
August 5, 1996, will be entitled to notice of, and to vote at, the
annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
John P. Karalis, Secretary
<PAGE>
TEKTRONIX, INC.
PROXY STATEMENT
The annual meeting of shareholders of Tektronix, Inc. (the
"Company" or "Tektronix") will be held Thursday, September 26, 1996,
at 10:00 a.m., at the Portland Hilton, 921 S.W. Sixth Avenue,
Portland, Oregon. The board of directors of Tektronix has directed
that this background material be supplied to help you decide how to
vote on the matters to come before the meeting. The enclosed proxy is
being solicited by the board. You are invited to use that proxy to
vote. The shares represented by the enclosed proxy will be voted if
the proxy is properly signed, dated and received before the meeting
begins. Solicitation of proxies on behalf of the board of directors
may be made by mail, personal interviews, telephone or facsimile by
Tektronix officers and employees. Tektronix has also retained Morrow
& Co., Inc. to assist in the solicitation of proxies from shareholders
(primarily brokers, banks and other institutional shareholders) for a
fee estimated at approximately $4,000 plus certain expenses. The costs
of such solicitation will be paid by the Company. The approximate
date this proxy statement and the accompanying proxy form are first
being sent to shareholders is August 26, 1996.
Any person giving a proxy in the form accompanying this proxy
statement has the power to revoke it at any time before its exercise.
The proxy may be revoked by filing with the Secretary of the Company
an instrument of revocation or a duly executed proxy bearing a later
date. The proxy may also be revoked by affirmatively electing to vote
in person while in attendance at the meeting. However, a shareholder
who attends the meeting need not revoke the proxy and vote in person
unless he or she wishes to do so.
There were 32,793,086 Common Shares of the Company outstanding at
the close of business on August 5, 1996, the record date for the
annual meeting. Each Common Share is entitled to one vote.
Participants in the Tektronix 401(k) Plan ("401(k) Plan") have
the right to instruct the fiduciary of the plan (or a proxy) how to
vote shares allocated to their accounts. Participants in the plan
will receive a separate voting direction form on which they may
indicate their voting instructions.
1
<PAGE>
OWNERSHIP OF SHARES
The following table shows ownership of the Common Shares of the
Company on June 30, 1996 by each person who, to the knowledge of the
board of directors, owned beneficially more than five percent of the
Common Shares:
<TABLE>
<CAPTION>
Amount and Nature of Approximate
Name Beneficial Ownership<F1> Percent
_________________________________________________________________
<S> <C> <C>
PRIMECAP Management Company 2,199,875<F2> 6.71%
225 South Lake Avenue
Pasadena, CA 91101-3005
__________
<FN>
<F1> (1) Shares held with sole investment and voting power unless
otherwise indicated.
<F2> (2) Based on information set forth in an amendment to Schedule
13G dated July 12, 1995, filed with the Securities and
Exchange Commission and on other information provided by
PRIMECAP Management Company.
</FN>
</TABLE>
2
<PAGE>
BOARD OF DIRECTORS
The board of directors currently consists of eleven members. The
board is divided pursuant to the bylaws into three classes. One class
is elected each year for a three-year term. The term of office of
Class I directors expires at the 1996 annual meeting; the term of
office of Class II directors expires in 1997; and that of Class III
directors expires in 1998 (and in all cases, the terms of the
directors will continue until their respective successors are duly
elected and have been qualified).
The board of directors met six times during the last fiscal year.
Each director attended at least 75% of the aggregate number of the
meetings of the board and committees on which he or she served except
for Mr. Ames and Mrs. Vollum.
Some important functions of the board are performed by committees
of directors. Committees are constituted by the board upon the
recommendation of the Chairman. The board has the power to change the
responsibilities assigned to any committee and to change the
membership of any committee. A brief description of the current board
committees follows:
The EXECUTIVE COMMITTEE carries out, with certain exceptions, the
functions of the board of directors in the intervals between board
meetings. The Executive Committee met one time during the last fiscal
year.
The AUDIT COMMITTEE recommends independent public accountants to
be appointed by the board of directors as auditors; reviews the
Company's annual consolidated financial statements; and consults from
time to time with management, the internal auditors and the Company's
independent public accountants to consider financial and accounting
matters. The Audit Committee met five times during the last fiscal
year.
The COMMITTEE ON DIRECTORS seeks qualified candidates to serve on
the Company's board of directors and recommends them for the board's
consideration. This committee assesses the board's capacity to fulfill
requirements of the board's policy with respect to director
qualifications, resources and experience, and performance and
contribution. The Committee also reviews the board's policy with
respect to director qualifications, board membership requirements, and
directors' compensation and advises the board on any recommendations
for change. The Committee on Directors will consider the names and
qualifications of candidates for the board of directors submitted by
shareholders in accordance with the procedures described on page 19 of
this proxy statement. The Committee on Directors met one time during
the last fiscal year.
The ORGANIZATION AND COMPENSATION COMMITTEE approves salaries and
other compensation of corporate executive officers and administers the
Company's stock incentive plans and executive compensation plans. This
includes the granting of stock options, stock bonuses, cash bonuses
and incentive awards under these plans. This committee met six times
during the last fiscal year.
3
<PAGE>
ITEM 1.
ELECTION OF DIRECTORS
Action will be taken at the 1996 annual meeting to elect four
Class I directors to serve until the 1999 annual meeting of
shareholders. Those nominees, as well as the Class II and Class III
directors who are continuing to serve, are listed below together with
certain information about each of them. The nominees for election at
the 1996 annual meeting are Pauline Lo Alker, A. Gary Ames, Paul E.
Bragdon and Paul C. Ely, Jr. Messrs. Ames, Bragdon and Ely have served
as directors since 1994, 1980 and 1992, respectively. Mrs. Alker was
elected to the board by action of the board on January 17, 1996. Jean
Vollum, a director in Class III, is retiring as director effective
September 26, 1996 as a result of the Company's policy of mandatory
retirement for directors at age 70.
Directors are elected by a plurality of the votes cast by the
shares entitled to vote if a quorum is present at the annual meeting.
Withheld votes are counted for purposes of determining whether
a quorum exists at the annual meeting but are not counted and have
no effect on the determination of whether a plurality exists
with respect to a given nominee.
CLASS I (TERM ENDING 1999)
*PAULINE LO ALKER, 53, is President and Chief Executive Officer of
Network Peripherals Inc. (workgroup networking solutions), a position
she has held since January 1991. Mrs. Alker was elected a director in
January 1996 by action of the board, and she is a member of
the Audit Committee and the Committee on Directors. She is a director
of Network Peripherals Inc.
*A. GARY AMES, 51, is President and Chief Executive Officer of U S
WEST International (communications), a position he has held since July
1995. Mr. Ames was President and Chief Executive Officer of U S WEST
Communications from January 1990 to July 1995. From April 1987 to
January 1990, Mr. Ames was President and Chief Executive Officer of
Mountain Bell. Mr. Ames has served as a director since 1994 and is a
member of the Audit Committee and the Organization and Compensation
Committee. He is a director of Albertson's, Inc. and Telewest PLC.
*PAUL E. BRAGDON, 69, is President of the Oregon Graduate Institute of
Science and Technology (a private research and graduate education
institution), a position he has held since October 1994. Mr. Bragdon
was President of the Medical Research Foundation of Oregon from April
1991 to October 1994. Mr. Bragdon was President of Reed College from
1971 until he became President Emeritus in June 1988. From July 1988
until January 1991 he was Assistant to the Governor of the State of
Oregon for Education. Mr. Bragdon has served as a director since 1980
and is chairman of the Audit Committee and a member of the
Organization and Compensation Committee.
*PAUL C. ELY, JR., 64, is a general partner of Alpha Partners (a
venture capital firm), a position he has held since July 1989. He
served as Chairman of the Board of The Ask Group, Inc. (a software
database company) from February 1994 to March 1995. Mr. Ely was
Chairman and Chief Executive Officer of Convergent Technologies (a
computer manufacturer) from 1985 to 1989, and in 1989 he also served
as Executive Vice President of Unisys Corporation (a computer
manufacturer). Mr. Ely has been a director since 1992 and he is a
member of the Audit Committee and the Executive Committee. He is a
director of Parker-Hannifin Corporation.
4
<PAGE>
Class II (Term Ending 1997)
KEITH R. MCKENNON, 62, is Chairman of the Board of PacifiCorp, a
position he has held since February 1994. Mr. McKennon was Chairman
and Chief Executive Officer of Dow Corning Corporation from February
1992 until June 1993, and he was Chairman of the Board of Dow Corning
until September 1994. (In May 1995 Dow Corning Corporation filed for
protection under the bankruptcy laws.) Mr. McKennon served as
President of Dow Chemical U.S.A. from 1987 to 1990, and was Executive
Vice President of The Dow Chemical Company until his retirement in
February 1992. Mr. McKennon has been a director since 1991, and is
chairman of the Committee on Directors and a member of the
Organization and Compensation Committee. He is a director of
PacifiCorp.
JEROME J. MEYER, 58, is Chairman of the Board of Directors, Chief
Executive Officer and President of the Company. Mr. Meyer has been a
director since 1990, and became President and Chief Executive Officer
of the Company in November 1990. Mr. Meyer was Corporate Vice
President of Honeywell Inc. (an electronics manufacturer) from August
1986 until April 1987, and President and Chief Executive Officer of
Honeywell Bull Inc., now known as Bull HN Information Systems, Inc.,
from April 1987 until July 1988. He returned to Honeywell Inc. in July
1988 and served as President of their industrial business until
joining Tektronix in November 1990. Mr. Meyer serves on the Executive
Committee and Committee on Directors. He is a director of AMP
Incorporated, Esterline Technologies, Inc. and Portland General
Corporation.
WILLIAM D. WALKER, 65, is Vice Chairman of the Company, a position he
has held since 1991. He has been Chairman of the Board of Planar
Systems, Inc. (a flat-panel display manufacturer) since 1988, and has
served as a director since 1984. Mr. Walker served as President and
Chief Operating Officer of the Company from April 1990 until November
1990. From 1984 to 1987, Mr. Walker was Chairman of the Board and
Chief Executive Officer of Electro Scientific Industries, Inc. (a
laser systems manufacturer). Mr. Walker was Executive Vice President
of the Company from 1979 to 1984 and has served as a director since
1980. He is a member of the Committee on Directors and the Executive
Committee. Mr. Walker is a director of Planar Systems, Inc.
Class III (Term Ending 1998)
A.M. GLEASON, 66, is President of the Port of Portland Commission, a
position he has held since 1995. Mr. Gleason was Vice Chairman of
PacifiCorp (a diversified utility) from February 1994 until his
retirement in May 1995. Mr. Gleason became President of PacifiCorp in
1985, and he was President and Chief Executive Officer of PacifiCorp
from January 1989 until February 1994. He has served as a director
since 1988 and is chairman of the Executive Committee and the
Organization and Compensation Committee. He is a director of Blount,
Inc., Fred Meyer, Inc. and Comdial Corporation.
WAYLAND R. HICKS, 53, is President and Chief Executive Officer of
Indigo N.V. (printing products manufacturer), a position he has held
since February 1996. Mr. Hicks was Chief Executive Officer and Vice
Chairman of Nextel Communications, Inc. (a wireless communications
company) from September 1994 to February 1996. Mr. Hicks was Executive
Vice President of Xerox Corporation (a document processing company)
from 1987 to September 1994. He has served as a director since 1992
and is a member of the Audit Committee and the Committee on Directors.
He is a director of Indigo N.V. and Maytag Corporation.
MERRILL A. MCPEAK, 60, was Chief of Staff, United States Air Force,
from October 1990 to October 1994 when he retired. From July 1988 to
October 1990, General McPeak served as Commander in Chief, Pacific Air
Forces. He is currently a consultant. General McPeak has
5
<PAGE>
served as a director since March 1995 and he is a member of the Audit
Committee and the Organization and Compensation Committee. He is a
director of ECC International Corp. and Thrustmaster, Inc.
__________
*Nominee for election at 1996 annual meeting.
The following table sets forth the beneficial ownership of Common
Shares of the Company by the directors, certain executive officers and
by all executive officers and directors as a group as of June 30,
1996:
<TABLE>
<CAPTION>
Number
Name of Shares<F1><F2><F3> Percent
_________________________________________________________________
<S> <C> <C>
Pauline Lo Alker 1,392 *
A. Gary Ames 2,351 *
Paul E. Bragdon 3,436<F4> *
Paul C. Ely, Jr. 4,499<F5> *
A. M. Gleason 4,975 *
Wayland R. Hicks 2,046 *
Keith R. McKennon 3,635 *
Merrill A. McPeak 2,178 *
Jerome J. Meyer 326,234<F6> 1.00%
Jean Vollum 772,127<F7> 2.36%
William D. Walker 115,363<F8> *
Daniel Terpack 68,398<F9> *
Carl W. Neun 165,964<F10> *
Lucie J. Fjeldstad 65,349<F11> *
John P. Karalis 75,862<F12> *
All directors and executive 1,746,281<F13> 5.33%
officers as a group
(19 individuals)
__________
* Less than one percent.
<FN>
<F1> (1) Unless otherwise indicated, each individual has sole voting
and investment power with respect to these shares.
<F2> (2) Includes shares issued under the Company's Stock
Compensation Plan for Non-Employee Directors, including
unvested shares issued as follows: Mrs. Alker, 1,392 shares;
Mr. Ames, 1,143 shares; Mr. Bragdon, 425 shares; Mr. Ely,
902 shares; Messrs. Gleason and McKennon, 1,064 shares each;
and Mrs. Vollum, 213 shares. Individuals have sole voting
power with respect to these shares.
<F3> (3) Includes shares issued under the Company's Stock
Compensation Plan for Non-Employee Directors and deferred
pursuant to the Non-Employee Directors' Deferred
Compensation Plan as follows: Mr. Hicks, 478 shares; General
McPeak, 2,178 shares; and Mr. Walker, 2,128 shares. Shares
are held in trust, and individuals have no voting nor
investment power with respect to these shares.
<F4> (4) Includes 600 shares owned by Mr. Bragdon jointly with his
wife.
<F5> (5) Includes 2,999 shares held in trust for Mr. Ely.
<F6> (6) Includes (i) stock options for 162,500 shares that are
currently exercisable or become exercisable before August
30, 1996 under the Company's Stock Incentive Plan; (ii)
27,000 performance shares and bonus shares that are subject
to forfeiture to the Company under certain conditions; and
(iii) 1,431 shares held under the 401(k) Plan with respect
to which Mr. Meyer has voting but no investment power.
6
<PAGE>
<F7> (7) Includes (i) 744,127 shares held in trust for Mrs. Vollum,
with Mrs. Vollum as trustee with sole investment and voting
power; and (ii) 28,000 shares held in trust for a member of
Mrs. Vollum's family, with Mrs. Vollum as the sole trustee,
for which Mrs. Vollum disclaims beneficial ownership.
<F8> (8) Includes 11,486 shares held by Mr. Walker's wife, with
respect to which Mr. Walker disclaims beneficial ownership,
as well as 53,359 shares held in trust for members of Jean
Vollum's family, with Mr. Walker as one of two trustees, with
respect to which Mr. Walker disclaims beneficial ownership.
<F9> (9) Includes (i) stock options for 39,000 shares that are
currently exercisable or become exercisable before August 30,
1996 under the Company's Stock Incentive Plan; (ii) 15,000
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii)
981 shares held under the 401(k) Plan with respect to which
Mr. Terpack has voting but no investment power.
<F10>(10) Includes (i) stock options for 105,000 shares that are
currently exercisable or become exercisable before August 30,
1996 under the Company's Stock Incentive Plan; (ii) 16,000
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii)
977 shares held under the 401(k)Plan with respect to which
Mr. Neun has voting but no investment power.
<F11>(11) Includes (i) stock options for 31,000 shares that are
currently exercisable or become exercisable before August 30,
1996 under the Company's Stock Incentive Plan; (ii) 30,000
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii)
237 shares held under the 401(k) Plan with respect to which
Mrs. Fjeldstad has voting but no investment power.
<F12>(12) Includes (i) stock options for 35,500 shares that are
currently exercisable or become exercisable before August 30,
1996 under the Company's Stock Incentive Plan; (ii) 12,600
performance shares and bonus shares that are subject to
forfeiture to the Company under certain conditions; and (iii)
1,065 shares held under the 401(k) Plan with respect to which
Mr. Karalis has voting but no investment power.
<F13>(13) Includes (i) 10,987 unvested or deferred shares held by the
Company for the account of non-employee directors pursuant to
the Stock Compensation Plan for Non-Employee Directors; (ii)
stock options for 434,875 shares that are currently
exercisable or become exercisable before August 30, 1996
under the Company's stock option plans (including the Stock
Incentive Plan); (iii) 139,600 shares that have been granted
subject to forfeiture under certain conditions pursuant to
the Company's Stock Incentive Plan; (iv) 8,466 shares held
under the 401(k) Plan with respect to which officers and
directors have voting but no investment power; and (v) 92,845
shares owned by, or in trust for, members of the families of
officers and directors, of which such officers and directors
disclaim beneficial ownership.
</FN>
</TABLE>
DIRECTORS' COMPENSATION. Directors who are not employees of the
Company receive an annual retainer of $25,000 (plus an additional
$3,000 for a committee chairman, except for the chairman of the
Executive Committee, and $8,000 for members of the Executive
Committee). Non-employee directors receive one-half of the annual
retainer in the form of Common Shares of the Company every five years
pursuant to the Non-Employee Directors Stock Compensation Plan.
Directors who are not employees of the Company also receive $1,200 for
each meeting of the board of directors attended and $900 for each
committee meeting attended, with the exception of committee meetings
held during the time normally scheduled for a board meeting. Directors
who are employees of the Company receive no separate compensation as
directors.
Under the Non-Employee Directors' Deferred Compensation Plan,
directors who are not employees may elect to have all or part of their
annual cash retainers and meeting fees credited to a deferred
compensation cash account. Amounts credited to the account will accrue
interest based on the 10-year U.S. Treasury Notes rate adjusted at the
end of each calendar quarter. Such deferred amounts will be paid in a
single lump-sum payment or in up to five equal annual installments to
commence in January after the director ceases to serve on the
7
<PAGE>
board or becomes age 65 or older, as specified. Non-employee
directors may also elect to defer receipt of stock under the
Non-Employee Directors' Deferred Compensation Plan.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information
for the Chief Executive Officer and each of the next four most highly
compensated executive officers of the Company during the last fiscal
year ("Named Officers") for services rendered in all capacities for
the last three fiscal years.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
__________________________________ ___________________________________
Awards Payouts
___________________________________
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Salary Bonus Compensation Awards Options Payouts Compensation
Position Year ($)<F1> ($)<F2> ($)<F3> ($)<F4> (#)<F5> ($) ($)<F6>
_____________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerome J. Meyer 1996 $625,769 $527,856 $ 88,330 $ 0 25,000 $3,501,363<F7> $331,435<F8>
Chairman, Chief 1995 551,923 672,171 28,800 0 0 1,220,174<F9> 330,244<F8>
Executive Officer 1994 521,923 338,160 25,050 0 50,000 0 244,933<F8>
and President
Daniel Terpack 1996 $300,000 $321,196 $ 9,600 $ 0 12,000 $ 320,086<F10> $ 8,750
Vice President 1995 244,615 255,258 49,472<F11> 0 18,000 477,459<F9> 7,596
and President, 1994 228,846 121,585 46,125<F12> 0 25,000 0 9,892
Measurement
Business Division
Carl W. Neun 1996 $368,269 $209,311 $ 59,869 $ 0 18,000 $2,134,086<F7> $298,321<F13>
Sr. Vice President 1995 350,000 289,614 14,575<F14> 0 0 583,561<F9> 297,956<F13>
and Chief 1994 350,000 126,569 66,643<F14> 0 25,000 0 12,767
Financial Officer
Lucie J. Fjeldstad 1996 $350,000 $166,495 $396,227<F15> $ 0 12,000 $ 0 $ 5,827
Vice President 1995 277,884<F16> 10,167 0 296,000<F17> 25,000 0 253,904<F18>
and President, 1994 - - - - - - -
Video and
Networking
Division
John P. Karalis 1996 $261,924 $122,871 $ 93,453<F19> $ 0 15,000 $1,543,406<F7> $ 8,240
Sr. Vice President, 1995 235,962 270,832 70,424<F19> 0 0 318,306<F9> 7,511
Corporate 1994 225,000 166,680 85,567<F19> 0 13,000 0 9,433
Development
and Secretary
__________
<FN>
<F1> (1) Includes compensation deferred at the election of the executive
under the Company's 401(k) Plan.
<F2> (2) Includes (i) amounts paid or deferred under the Annual
Performance Improvement Plan; (ii) amounts paid under the
Company's Results Sharing Plan; and (iii) special cash bonus
amounts.
<F3> (3) Includes dividends paid on performance shares under both the
Long-Term Incentive Plan and the Key Executive Retention Agreements
which vested in 1996. Does not include certain personal benefits
not required to be disclosed.
<F4> (4) Represents the fair market value on the grant date multiplied by
the number of shares granted. Represents stock bonus awards that
are subject to forfeiture only if certain continued employment
conditions are not satisfied ("Time-based Awards"). Dividends on
Time-based Awards are retained by the Company and paid, with
interest, upon vesting of the awards. This column does not
include awards subject to performance conditions, which are
reported at the time of grant in the Long-Term Incentive Plans
table below and in the Summary Compensation Table as an LTIP
Payout at the time of vesting.
8
<PAGE>
<F5> (5) Options were granted in the year indicated. Additional
information regarding the options granted during fiscal year 1996
is set forth in the table on page 10.
<F6> (6) Except as otherwise indicated, represents amounts contributed by
the Company under the Company's 401(k) Plan.
<F7> (7) Includes the fair market value at the end of fiscal year 1996 of
stock awarded in fiscal year 1994 as long-term performance awards
under the Company's Stock Incentive Plan and cash payments made in
connection with such awards. The shares became vested and the cash
payments were made based on the Company's performance during the
three fiscal years ending in 1996. The per share fair market
value of the shares was $22.375 at the beginning of fiscal year
1994 and was $37.875 at the end of fiscal year 1996. Also includes
the fair market value of performance-based stock grants under
Key Executive Retention Agreements which vested on February 2, 1996
and upon determination that certain goals with respect to
repositioning the Company and improving shareholder value had
been achieved. The per share fair market value of the shares
was $27.50 on the March 16, 1994 award date and was $45.35 on
February 2, 1996.
<F8> (8) Includes $322,924 for 1996 and 1995, and $228,930 for 1994, which
represent nonrefundable costs incurred by the Company in connection
with a split dollar life insurance arrangement which provides
certain retirement and death benefits to Mr. Meyer. See "Employment
Arrangements."
<F9> (9) Represents the fair market value at the end of fiscal year 1995 of
stock awarded in fiscal year 1993 as long-term performance awards
under the Company's Stock Incentive Plan and cash payments made in
connection with such awards. The shares became vested and the cash
payments were made based on the Company's performance during the
three fiscal years ending in 1995. The per share fair market
value of the shares was $20.125 at the beginning of fiscal
year 1993 and was $46.00 at the end of fiscal year 1995.
<F10>(10) Represents the fair market value at the end of fiscal year 1996
of stock awarded in fiscal year 1994 as long-term performance awards
under the Company's Stock Incentive Plan and cash payments made in
connection with such awards. The shares became vested and the cash
payments were made based on the Company's performance during the
three fiscal years ending in 1996. The per share fair market
value of the shares was $22.375 at the beginning of fiscal year
1994 and was $37.875 at the end of fiscal year 1996.
<F11>(11) Includes moving and relocation expenses paid by the Company in
connection with Mr. Terpack's employment.
<F12>(12) Includes a housing allowance paid by the Company.
<F13>(13) Includes $290,456 which represents nonrefundable costs incurred
by the Company in connection with a split dollar life insurance
arrangement which provides certain retirement and death benefits to
Mr. Neun and reimbursement for taxes paid in connection therewith.
See "Employment Arrangements."
<F14>(14) Includes moving and relocation paid by the Company in connection
with Mr. Neun's relocation to Oregon.
<F15>(15) Includes moving and relocation expenses paid by the Company and
reimbursement of a loss incurred by Mrs. Fjeldstad on the sale of
her residence in connection with her employment.
<F16>(16) Includes consulting fees paid to Mrs. Fjeldstad prior to her
employment.
<F17>(17) Represents 8,000 stock bonus shares granted in 1995 subject to
one-year vesting from the date of grant. These shares are fully
vested.
<F18>(18) Includes a cash hiring bonus paid to Mrs. Fjeldstad in connection
with her employment. This amount is forfeitable to the Company if
Mrs. Fjeldstad terminates her employment with the Company within
two years of the commencement of her employment with the Company.
<F19>(19) Includes a housing allowance and personal travel expenses paid by
the Company.
</FN>
</TABLE>
9
<PAGE>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options awarded to
Named Officers under the Company's Stock Incentive Plan during the
last fiscal year.
<TABLE>
<CAPTION>
Individual Grants
___________________________________________________
Number of Percent of
Securities Total Options Exercise
Underlying Granted to or Base Grant Date
Options Employees in Price Expiration Present Value
Name Granted(#)<F1> Fiscal Year ($/Sh) Date ($)<F2>
_____________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jerome J. Meyer 25,000 2.6% $50.60 6/27/05 $384,000
Daniel Terpack 12,000 1.2% $50.60 6/27/05 $184,320
Carl W. Neun 18,000 1.8% $50.60 6/27/05 $276,480
Lucie J. Fjeldstad 12,000 1.2% $50.60 6/27/05 $184,320
John P. Karalis 15,000 1.5% $50.60 6/27/05 $230,400
__________
<FN>
<F1> (1) Each of the options is a premium stock option granted at 110% of
the fair market value on the date of grant pursuant to the Company's
Executive Long-Term Incentive Compensation Program. Accordingly,
the stock price must increase 10% from the price at the date of
grant before any value can be realized by the optionee. Each
option becomes exercisable to the extent of 50% of the shares on
each of the first and second anniversaries of grant, and the
optionee may exercise the option provided that the optionee has
been continuously employed by the Company or one of its
subsidiaries. Under the terms of the Company's Stock Incentive
Plan, each of the options is subject to accelerated vesting in
the event of a future change in control of the Company or the
occurrence of certain events indicating an imminent change in
control of the Company. Upon such acceleration, the optionee
has the right to cause the Company to repurchase the option for
a cash amount generally equal to the excess of the highest
purchase price paid in connection with the transactions indicating
a change in control or potential change and the option price.
Under the Stock Incentive Plan vesting is also accelerated upon
the death or disability of the optionee.
<F2> (2) Although the Company believes that it is not possible to place a
value on an option, in accordance with the rules of the Securities
and Exchange Commission, the Company has used a modified Black-
Scholes model of option valuation to estimate grant date present
value. The actual value realized, if any, may vary significantly
from the values estimated by this model. Any future values realized
will ultimately depend upon the excess of the stock price over
the exercise price on the date the option is exercised. The
assumptions used to estimate the grant date present value of this
option were volatility (34.407%), risk-free rate of return (6.17%),
dividend yield (1.30%), and time to exercise (10 years), with the
resulting value reduced by 27.90% to reflect the risks of
forfeiture and early termination of the options.
</FN>
</TABLE>
10
<PAGE>
AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
The following table indicates (i) stock options exercised by the Named
Officers during the last fiscal year; (ii) the number of shares subject to
exercisable (vested) and unexercisable (unvested) stock options as of
May 25, 1996; and (iii) the fiscal year-end value of "in-the-money"
unexercised options.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Number Unexercised Options In-the-Money Options
of Shares at Fiscal Year-End at Fiscal Year-End<F1><F2>
Acquired Value __________________________ ____________________________
Name on Exercise Realized<F1> Exercisable Unexercisable Exercisable Unexercisable
________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Jerome J. Meyer 50,000 $1,893,295 150,000 25,000 $2,236,250 $ 0
Daniel Terpack 25,000 $ 692,577 24,000 26,000 $ 249,600 $146,850
Carl W. Neun 54,000 $1,130,543 96,000 18,000 $1,029,000 $ 0
Lucie J. Fjeldstad 0 $ 0 25,000 62,000 $ 21,875 $ 43,750
John P. Karalis 11,000 $ 336,000 28,000 20,000 $ 292,950 $ 53,125
__________
<FN>
<F1> (1) The value realized or the unrealized value of in-the-money
options at year-end represents the aggregate difference between the
market value on the date of exercise, or at May 25, 1996 in the case
of the unrealized values, and the applicable exercise prices.
<F2> (2) "In-the-money" options are options whose exercise price was less
than the market price of Common Shares at May 25, 1996.
</FN>
</TABLE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The following table provides information on long-term performance
awards granted to Named Officers under the Company's Stock Incentive
Plan during the last fiscal year.
<TABLE>
<CAPTION>
Number of Performance Estimated Future Payouts Under
Shares, Units or Other Non-Stock Price-Based Plans
or Other Period Until ___________________________________
Name Rights(#)<F1> Maturation or Payout Threshold(#) Target(#) Maximum(#)
__________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Jerome J. Meyer 12,000 6/95 - 5/98 2,400 12,000 21,000
Daniel Terpack 4,000 6/95 - 5/98 800 4,000 7,000
Carl W. Neun 8,000 6/95 - 5/98 1,600 8,000 14,000
Lucie J. Fjeldstad 4,000 6/95 - 5/98 800 4,000 7,000
John P. Karalis 5,000 6/95 - 5/98 1,000 5,000 8,750
__________
<FN>
<F1> (1) Awards are Performance Shares awards under the Company's
Executive Long-Term Incentive Compensation Program as described
below under "Organization and Compensation Committee Report on
Executive Compensation." At the time of the award, the target
levels of shares were issued as restricted shares upon which
dividends are paid currently.
</FN>
</TABLE>
PENSION PLAN
Under the Company's Pension Plan, the Company is required to
contribute amounts sufficient to fund specified retirement benefits
for covered employees. Benefits are calculated on the basis of an
employee's final average pay and length of service. Final average pay
generally means the average of the employee's five highest consecutive
annual base pay rates during the last ten years of employment.
Benefits are payable upon normal (age 65), early (age 55) or late
(after age 65) retirement or death. In general, an employee with 25
years of credited service or more who retires at age 65 will be
entitled to receive an annuity for life
11
<PAGE>
equal to 25 percent of the employee's final average pay. Employees
who are officers or directors of the Company participate in the
Pension Plan on the same basis as other employees. Employees
outside the U.S. are covered under different retirement plans
varying from country to country. The following table sets
forth estimated annual benefits under the Pension Plan and
the Retirement Equalization Plan (described below) for
employees of the Company at retirement at various assumed years of
service and levels of final average pay based upon retirement at age
65 and the payment of a straight life annuity to the employee. The
years of credited service and final average pay for Pension Plan
purposes as of May 25, 1996 for the Named Officers are as follows: Mr.
Meyer - 5.6 years and $548,000; Mr. Terpack - 3.5 years and $245,000;
Mr. Neun - 3.2 years and $356,250; Mrs. Fjeldstad - 1.4 years and
$350,000; and Mr. Karalis - 3.8 years and $240,000.
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits
Final Credit Years of Service
Average Pay 5 10 15 20 25 or more
________________________________________________________________
<S> <C> <C> <C> <C> <C>
$200,000 $ 10,000 $ 20,000 $ 30,000 $ 40,000 $ 50,000
250,000 12,500 25,000 37,500 50,000 62,500
300,000 15,000 30,000 45,000 60,000 75,000
350,000 17,500 35,000 53,500 70,000 87,500
400,000 20,000 40,000 60,000 80,000 100,000
500,000 25,000 50,000 75,000 100,000 125,000
600,000 30,000 60,000 90,000 120,000 150,000
700,000 35,000 70,000 105,000 140,000 175,000
800,000 40,000 80,000 120,000 160,000 200,000
</TABLE.
The Retirement Equalization Plan is a supplemental plan to the
Company's Pension Plan to provide covered officers and other covered
executives with the total amount of retirement income that they would
otherwise receive under the Pension Plan but for certain ceilings
imposed by certain sections of the Internal Revenue Code on retirement
benefits. Information regarding supplemental retirement arrangements
with Mr. Meyer and Mr. Neun are described under Employment
Arrangements on page 13.
SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
Certain key employees of the Company, including Messrs. Meyer,
Terpack, Neun and Karalis and Mrs. Fjeldstad, have Executive Severance
Agreements or similar agreements with the Company pursuant to which
the employee would receive severance pay in the event that his or her
employment is terminated by the Company other than for cause, death or
disability. Upon such termination, the employee would receive a
severance payment generally equal to his or her annual base salary
(except that Mr. Meyer would receive twice his annual base salary),
benefits under certain of the Company's incentive plans prorated for
the portion of the year during which the employee was a participant
and certain outplacement and insurance benefits. No benefits are
payable under the Executive Severance Agreement if the employee
receives severance payments under any other agreement with the
Company. Mr. Meyer's Executive Severance Agreement has been amended to
obligate the Company to continue to make payments required under Mr.
Meyer's split dollar insurance arrangement until Mr. Meyer reaches age
64 notwithstanding any prior termination of employment. See
"Employment Arrangements."
Certain key employees of the Company, including Messrs. Meyer,
Terpack, Neun and Karalis and Mrs. Fjeldstad, have employment
agreements with the Company pursuant to which, in the event of a
tender or exchange offer for more than 25 percent of the Company's
outstanding stock, the employee has agreed to remain with the Company
until such offer has been terminated or abandoned or a change in
control of the Company has occurred. Except for this agreement by the
employee to remain so employed by the Company, either the Company or
the employee may terminate the employment at any time, subject to the
12
<PAGE>
Company's obligation to provide benefits specified in the agreement
following a change in control. The agreements continue in effect until
December 31, 1996, and are generally automatically renewed on an
annual basis. Prior to a change in control, the Company may terminate
any of the agreements (other than the agreement with Mr. Meyer) if
there is a change in the employee's position other than as a result of
a promotion. In the event the employee is terminated within 24 months
following a change in control, the employee is entitled to a cash
severance payment equal to three times his or her annual base salary
based on the salary in effect prior to termination and certain
relocation and insurance benefits. However, such amounts will not be
payable if termination is due to death, normal retirement or voluntary
action of the employee other than for good reason, or by the Company
for cause or permanent disability.
EMPLOYMENT ARRANGEMENTS
In connection with his employment as Chairman, Chief Executive
Officer and President, which began in November 1990, the Company
agreed to provide Jerome J. Meyer with supplemental retirement
benefits which, together with retirement benefits from his previous
employer and amounts payable under the Company's Pension Plan and
Retirement Equalization Plan, would result in an annual retirement
benefit upon retirement at age 62 equal to 50% of his final average
pay, which for this purpose is the average of the annual cash
compensation received by him during each of his final five years.
Total annual retirement benefits at reduced levels, but not less than
$225,000 per year, are payable upon earlier retirement. In 1993 the
Company entered into a split dollar life insurance arrangement
designed to fund a substantial portion of this supplemental retirement
obligation. Amounts paid by the Company under this split dollar
arrangement are included in the Summary Compensation Table.
In connection with his employment as an Executive Officer, which
began in March 1993, the Company agreed to provide Carl W. Neun with
supplemental retirement benefits which, together with amounts payable
under the Company's Pension Plan and Retirement Equalization Plan,
would result in an annual retirement benefit equal to a percentage of
his final average pay, which for this purpose is the average of the
annual cash compensation received by him during each of his final five
years. The percentage of final average pay payable as a total annual
retirement benefit ranges from 35% upon retirement at age 55 to 55%
upon retirement at age 62. The Company funds a portion of Mr. Neun's
supplemental retirement benefits through a split dollar life insurance
arrangement similar to the arrangement entered into for Mr. Meyer.
Amounts paid by the Company under this split dollar arrangement are
included in the Summary Compensation Table.
In October 1995, the Company made a bridge loan of $400,000 to Daniel
R. Brophy, an Executive Officer of the Company, in connection with his
relocation to Oregon. The loan was interest-free and is to be repaid
on or before October 20, 1996.
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
ORGANIZATION AND COMPENSATION COMMITTEE
The Organization and Compensation Committee of the board of directors
(the "Committee") consists of five outside directors. Pursuant to
authority delegated by the board of directors, the Committee approves
compensation of executive officers, including the chief executive
officer. The Committee is also responsible for assisting in the
development of and
13
<PAGE>
approving executive compensation programs and administering the
Company's stock incentive and executive compensation plans.
OVERALL POLICY
The board of directors and the Committee believe that the Company's
total executive compensation programs should be related to corporate
performance and improvement in shareholder value. The Company has
developed a total compensation strategy that ties a significant
portion of executive compensation to achievement of pre-established
financial results and appreciation of the Company's common stock
price. The primary objectives of these executive compensation programs
are to:
. Attract and retain talented executives;
. Motivate executives to achieve long-term business strategies
while achieving near-term financial targets;
. Align executive performance with Tektronix' goals for delivering
shareholder value; and
. Provide incentive for consistently achieving Tektronix' goal for
returns on equity.
The Company has base pay, annual incentive and long-term incentive
compensation programs for its executives, as well as retirement and
401(k) plans. These programs are designed both to support the
Company's stated compensation policy and to offer compensation that is
competitive with compensation offered by companies of similar size and
complexity within the electronics and similar industries. The
Committee uses comparative information from a group of companies in
the electronics industry for establishing executive compensation and
Company performance goals. The Committee also relies on advice from
outside compensation and benefits consultants.
BASE SALARIES
Base salaries for executive officers are initially determined by
evaluating the responsibilities of the position and the experience of
the individual, and by reference to the competitive marketplace for
corporate executives, including a comparison to base salaries for
comparable positions at other similarly sized electronics companies.
Median levels of base pay provided by comparator companies form the
primary reference in determining the salaries of executive officers.
Annual salary adjustments are determined by evaluating the performance
of the Company and each executive officer, and also take into account
any new responsibilities as well as salaries for comparable positions
at peer companies. In the case of an executive officer with
responsibility for a particular business unit, such unit's financial
results are also considered. The Committee, when appropriate, also
considers non-financial performance measures that focus attention on
improvement in management processes such as inventory turns, timely
new product introductions and development of key contributors.
ANNUAL PERFORMANCE IMPROVEMENT PLAN
Tektronix' executive officers are eligible to participate in the
Company's Annual Performance Improvement Plan, an annual cash
incentive compensation plan. For the last fiscal year, Company and,
where appropriate, business unit performance objectives were
established at the beginning of the fiscal year. Participants'
performance measurements had established thresholds, targets and
maximums that determined the amount of cash payments under the plan.
The Company's performance objectives for the last fiscal year were
specified levels of net sales and of economic value added (excluding
nonrecurring items at the discretion of the Committee). Individual
performance objectives for an executive officer
14
<PAGE>
with responsibility for a particular business unit included
financial objectives for the unit. Incentive target
performance is based on the Company's annual operating
plan approved by the board of directors. For the last fiscal
year, financial measures represented 100 percent of the basis for any
incentive award to an executive officer provided by the plan. To
ensure that executive officers would not receive incentive payments
under the plan if employees generally did not receive Results Sharing
Plan payments under the plan described below, it was a condition to
payments being made under the plan that the annual threshold for
Results Sharing must be met. The Committee establishes target
incentive opportunities based on the responsibilities of the position,
the ability of the position to impact financial and corporate goals
and a comparison of incentives provided to comparable positions at
other similarly sized electronics companies, with incentives targeted
to provide total annual cash compensation at the median level provided
by comparable companies.
RESULTS SHARING PLAN
Most regular employees of Tektronix participate in the Results
Sharing Plan. In general, benefits from the Results Sharing Plan are
based on consolidated operating income, to the extent that operating
income before results sharing and other incentives (excluding non-
recurring items at the discretion of the Chief Financial Officer)
exceeds a threshold amount that is determined in advance for each year.
Accordingly, the Results Sharing Plan requires employees to produce a
predetermined threshold of operating income for the shareholders
before receiving any benefits. For the last fiscal year, the threshold
established was $24 million of operating income for each fiscal
quarter. Payments under this plan are calculated as a percent of base
pay, range upward from zero at the threshold and are made quarterly.
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PROGRAM
In December 1992 the Committee adopted the Executive Long-Term
Incentive Compensation Program to provide an incentive and reward key,
selected executives for improving total shareholder value. The
Committee expects that awards will be made annually to selected
executives under this program. This program was adopted to align
executive long-term interests with the interests of shareholders and
the performance of Company operations. The Executive Long-Term
Incentive Compensation Program is currently comprised of two elements:
stock options issued at a premium over fair market value and stock
grants issued with three-year performance vesting (performance
shares). The options and performance shares are issued pursuant to the
Company's Stock Incentive Plan. Participant awards (including awards
to the chief executive officer) reflect job responsibilities and
estimated long-term incentive values based in part on compensation
data from a comparative group of electronics companies. Awards under
this program are designed to provide compensation opportunities at
target at the median of awards for similar positions in the
electronics industry for slightly higher performance levels, with the
opportunity at above target performance in the high range of values
for similar positions based on high levels of performance to achieve
these values. Of the total estimated award value, one half is awarded
in premium stock options and the remaining half in performance shares.
PREMIUM STOCK OPTIONS are granted at an exercise price that is higher
than the fair market value on the date of the grant. The Committee
will determine annually the amount of premium added to the stock's
fair market value. This determination, while not pursuant to a
specific formula, includes factors such as the Company's recent and
expected performance, the volatility of the Company's stock and the
potential price appreciation determined by using an option pricing
model. Options awarded in June 1995 had a 10 percent premium over fair
market value; these options have a ten-year term and fully vest two
years from the grant date (50% at the completion of each of the two
years of employment). Prior to December 1992, the Company granted
stock options to executives at fair market value,
15
<PAGE>
and the Company continues to grant stock options at fair market
value to new executive officers as a further inducement to join
the Company. The Company grants stock options at fair market
value to key employees who are not executive officers.
PERFORMANCE SHARES are granted contingent upon the Company's
performance over a three-fiscal-year period and upon the executive
officer remaining in the same position with the Company during this
period (except in the case of death or disability or a change in
position approved by the Committee). The performance shares granted
during the last fiscal year relate to Company performance during the
fiscal years ending in 1996, 1997 and 1998. The performance
measurements are average return on assets and relative total
shareholder return. In general, average return on assets is defined as
the three-year average consolidated net income divided by the
three-year average consolidated total assets. Relative total
shareholder return is defined as total stock price appreciation plus
dividends paid during the three-year performance period divided by the
initial stock price. Tektronix compares its total shareholder return
to a group of electronics companies selected by the Committee. The
shares will be earned based on the Company's performance during the
three-year period. Any performance shares that are not earned will be
forfeited to the Company. If the Company's average return on assets
and total shareholder return exceed certain levels, the executive
would earn performance shares equal to up to 1.75 multiplied by the
number of original performance shares (or an equivalent amount in cash
at the election of the Company). The Company also grants stock bonuses
contingent on continued employment with the Company or performance
objectives to new executive officers as a further inducement to join
the Company. From time to time the Company also grants stock bonuses
to executive officers contingent on specific performance objectives
relating to that executive officer's position.
In March 1994, performance shares were awarded to four key executives
of the Company in conjunction with Key Executive Retention Agreements.
Pursuant to their terms, the performance shares would vest after two
years of continued employment of the executive by the Company and upon
determination by the Committee that performance objectives had been
met for repositioning the Company and improving shareholder value by
achieving strategic goals established by the board of directors of the
Company. At the time of the stock awards, uncertainty existed
regarding the Company's future structure and management positions, and
the board of directors determined that it was desirable to provide an
incentive for retention of key executives and to reward them based
upon successful implementation of the Company's strategic plans. In
January 1996, the Committee determined that the performance goals had
been achieved, and upon completion of two years of continued
employment the performance shares became vested.
RETIREMENT PLANS
The Company makes contributions for eligible employees (including
executive officers) under its Pension Plan (see "Pension Plan") and
its 401(k) Plan. Under the 401(k) Plan, eligible employees may elect
to have up to 15 percent of their pay contributed to the plan. The
Company makes matching contributions equal to 60 percent of the
elective contributions that do not exceed five percent of the
participant's compensation, subject to tax limitations. The Company
also makes fixed contributions equal to two percent of the
participant's compensation. All fixed and matching contributions by
the Company are invested entirely in Common Shares of the Company.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as adopted in
1993, limits to $1,000,000 per person the amount that the Company may
deduct for compensation paid to any of its most highly compensated
officers in any year after fiscal 1994. The levels of salary
16
<PAGE>
and annual cash bonus generally paid by the Company do not exceed this
limit. The $1,000,000 cap on deductibility will not apply to
compensation that qualifies as "performance-based compensation". Under
the regulations, performance-based compensation includes compensation
received through the exercise of a non-statutory stock option that
meets certain requirements. This option exercise compensation is equal
to the excess of the market price at the time of exercise over the
option price and, unless limited by Section 162(m), is generally
deductible by the Company. It is the Company's current policy generally
to grant options that meet the requirements of the regulations. The
Stock Incentive Plan was amended in 1994 to permit compensation
received on vesting of awards similar to the performance share awards
that have been made under the Company's Executive Long-Term Incentive
Compensation Program to qualify as "performance-based compensation"
under the regulations. Qualifying compensation for deductibility under
Section 162(m) is one of many factors the Committee considers in
determining executive compensation arrangements. Deductibility will
be maintained when it does not conflict with compensation objectives.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In September 1995, the Committee set Jerome J. Meyer's salary at
$650,000. With respect to Mr. Meyer's salary increase, the Committee
took into account a comparison of base salaries, perquisites and
incentives for chief executive officers of peer companies, the
Company's success in meeting its performance objectives and increasing
shareholder value and the assessment by the Committee of Mr. Meyer's
individual performance and contributions. The Committee believes that
Mr. Meyer's annual base salary falls within the competitive range of
salaries for similar positions at similar companies. Mr. Meyer's
participation under the Annual Performance Improvement Plan (APIP) for
the last fiscal year was tied to the Company achieving pre-established
levels of net sales, operating income before results sharing and other
incentives and inventory turns. The Committee believes that Mr.
Meyer's targeted APIP level was within the competitive range of bonus
opportunities for similar positions at similar companies. Mr. Meyer's
APIP payment for the last fiscal year was $488,823. Mr. Meyer
received payments under the Results Sharing Plan equal to 4.93 percent
of his base pay in accordance with the terms of the plan applicable to
all employees.
In March 1994, Mr. Meyer received a performance share award in
conjunction with a Key Executive Retention Agreement between him and
the Company. The performance shares would vest after two years of
continuous employment and upon determination by the Committee that
performance objectives had been met for repositioning the Company and
improving shareholder value by achieving strategic goals established
by the board of directors. In January 1996, the Committee determined
that the performance goals had been achieved, and upon completion of
two years of continued employment the performance shares became vested.
Committee report submitted by:
A.M. Gleason, Chairman
A. Gary Ames
Paul E. Bragdon
Keith R. McKennon
Merrill A. McPeak
17
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The graph below compares the cumulative total shareholder return on
the Company's Common Shares with the Standard & Poor's 500 Stock Index
and the Standard & Poor's High Technology Composite Index. The graph
assumes $100 invested on May 25, 1991 in Tektronix Common Shares and
$100 invested at that time in each of the S&P indexes. Although
Tektronix does not have a dividend reinvestment plan, the comparison
assumes that all dividends are reinvested.
[Performance graph located here. Points plotted on the graph are
shown below.]
</TABLE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
____ ____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100.00 109.88 122.56 127.73 153.34 196.80
High Tech Composite 100.00 100.91 116.22 130.42 187.85 248.04
Tektronix 100.00 87.06 103.56 135.99 224.02 187.54
</TABLE>
While the Company's stock price decreased during fiscal 1996,
operating income as a percentage of sales increased from 7.7 percent
in fiscal 1995 to 8.1 percent in fiscal 1996 and earnings per share
increased 20 percent from $2.50 per share in fiscal 1995 to $3.00 per
share in fiscal 1996. In addition, return on equity in fiscal 1996 was
15.6 percent, up from 15.2 percent in fiscal 1995.
18
<PAGE>
AUDITORS
The board of directors has selected Deloitte & Touche LLP as the
Company's independent auditors for the current fiscal year.
Representatives of Deloitte & Touche LLP will be present at the annual
meeting, will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section
16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten
percent of the Common Shares to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC") and
the New York Stock Exchange. Executive officers, directors and
beneficial owners of more than ten percent of the Common Shares are
required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of the copies
of such forms received by the Company and on written representations
from certain reporting persons that they have complied with the
relevant filing requirements, the Company believes that all filing
requirements applicable to its executive officers and directors were
complied with during the last fiscal year, except that Form 4 reports
submitted on behalf of Vice Presidents Daniel Terpack and Timothy E.
Thorsteinson were filed late in connection with the October 1995
cashless exercise of stock options; a Form 4 submitted on behalf of
Mr. Thorsteinson was filed late in connection with a sale of shares on
March 28, 1996; and a Form 5 was submitted on behalf of Director A.
Gary Ames with respect to shares acquired from October 1994 through
April 1996 pursuant to the automatic reinvestment of dividends in a
brokerage account.
SHAREHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT. Shareholders
wishing to submit proposals for inclusion in the Company's proxy statement
for the 1997 annual meeting of shareholders must submit the proposals for
receipt by the Company not later than April 28, 1997.
SHAREHOLDER PROPOSALS NOT IN THE COMPANY'S PROXY STATEMENT.
Shareholders wishing to present proposals for action at this annual
meeting or at another shareholders' meeting must do so in accordance
with the Company's bylaws. A shareholder must give timely notice of
the proposed business to the Secretary. To be timely, a shareholder's
notice must be in writing, delivered or mailed (postage prepaid) to
and received by the Secretary not less than 50 days nor more than 75
days prior to the meeting, provided, however, that if less than 65
days' notice or prior public disclosure of the date of the meeting is
given to shareholders, notice by the shareholder, to be timely, must
be received by the Secretary not later than the close of business on
the tenth day following the earlier of the day on which such notice of
the date of the meeting was mailed or public disclosure was made. For
each matter the shareholder proposes to bring before the meeting, the
notice to the Secretary must include: (a) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting the business at the meeting, (b) the name and record
address of the shareholder proposing the business, (c) the number of
Common Shares of the Company which are beneficially owned by the
shareholder and (d) any material interest of the shareholder in the
business to be brought before the meeting. The chairman of the meeting
may, if the facts warrant, determine and declare that the business was
not properly brought before the meeting in accordance with the
Company's bylaws.
SHAREHOLDER NOMINATIONS FOR DIRECTORS. Shareholders wishing to
directly nominate candidates for the board of directors at an annual
meeting must do so in writing, in accordance with the Company's
bylaws, delivered or mailed (postage prepaid) to and received by
19
<PAGE>
the Secretary not less than 50 nor more than 75 days prior to any
meeting of shareholders called for the election of directors, provided,
however, that if less than 65 days' notice or prior public disclosure
of the date of the meeting is given to shareholders, the nomination
must be received by the Secretary not later than the close of business
on the tenth day following the earlier of the day on which the notice
of the meeting was mailed or such public disclosure was made. The
notice shall set forth: (a) the name and address of the shareholder
who intends to make the nomination, (b) the name, age, business
address and, if known, residence address of each nominee, (c) the
principal occupation or employment of each nominee, (d) the number of
Common Shares of the Company which are beneficially owned by each
nominee and by the nominating shareholder, (e) any other information
concerning the nominee that must be disclosed of nominees in proxy
solicitations pursuant to Regulation 14A of the Securities Exchange
Act of 1934, and (f) the executed consent of each nominee to serve as
a director of the Company if elected. Shareholders wishing to make any
director nominations at any special meeting of shareholders held for
the purpose of electing directors must do so, in accordance with the
bylaws, by delivering timely notice to the Secretary setting forth the
information described above for annual meeting nominations. To be
timely, the notice must be given (a) if given by any shareholder who
made a demand for the meeting, concurrently with the delivery of such
demand, and (b) otherwise, not later than the close of business on the
10th day following the day on which the notice of the special meeting
was mailed. Such notices of nominations at annual or special meetings
shall include a signed consent to serve as a director of the Company
if elected. The chairman of the meeting of shareholders may, if the
facts warrant, determine that a nomination was not made in accordance
with the proper procedures. If the chairman does so, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.
While the Notice of Annual Meeting of Shareholders provides for
the transaction of such other business as may properly come before the
meeting, the board of directors has no knowledge of any other matters
to be presented at the meeting other than three shareholder proposals
which may be submitted by a shareholder owning 25 shares of the Common
Stock of the Company. These proposals have been omitted from this
Proxy Statement because they do not comply with the rules of the
Securities and Exchange Commission. These proposals would (a) amend
the Company's bylaws to fix the number of directors at 11 members and
eliminate the existing provisions for a classified board, (b) recommend
that the Company not use its shareholder rights plan unless it has been
approved by shareholders and (c) recommend that the Company limit senior
executive severance arrangements. If these shareholder proposals or any
other business should properly come before the meeting, the shares
represented by the proxies and voting instructions solicited hereby may be
discretionarily voted on such business in accordance with the judgment
of the proxy holders to the extent allowed by the rules of the
Securities and Exchange Commission, unless otherwise indicated on the
proxy card. The proxy holders intend to vote against the three
shareholder proposals pursuant to this discretionary authority.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1996 Annual Report is being mailed to shareholders
with this proxy statement. Copies of the 1996 Annual Report and the Form
10-K, including financial statements and financial schedules, filed
with the Securities and Exchange Commission may be obtained without
charge from the Secretary, P.O. Box 1000, Wilsonville, Oregon
97070-1000.
BY ORDER OF THE BOARD OF DIRECTORS
John P. Karalis, Secretary
August 14, 1996
20
<PAGE>
Form of proxy for Tektronix, Inc.:
_______________________________________________________________________________
TEKTRONIX, INC.
P Annual Meeting, September 26, 1996
R Proxy Solicited by the Board of Directors
O
X The undersigned hereby appoints Jerome J. Meyer, Carl W. Neun and John P.
Y Karalis, and each of them, proxies with power of substitution to vote on
behalf of the undersigned all shares which the undersigned may be entitled
to vote at the annual meeting of shareholders of Tektronix, Inc. on
September 26, 1996 and any adjournments thereof, with all powers that the
undersigned would possess if personally present, with respect to each of the
matters referred to on the other side of this proxy. A majority of the
proxies or substitutes present at the meeting may exercise all powers
granted hereby.
Nominees for election as directors:
Class I (three-year term): Pauline Lo Alker, A. Gary Ames,
Paul E. Bragdon and Paul C. Ely, Jr.
(continued, and to be signed on other side)
_______________________________________________________________________________
Reverse side of proxy card:
_______________________________________________________________________________
Please mark your
[x] votes as in this 1757
example.
The shares represented by this proxy will be voted as specified herein, but
if no specification is made, this proxy will be voted for the election of all
nominees for director and in the discretion of the proxies as to other matters
that may come before the meeting.
_________________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. In the discretion
Directors [ ] [ ] of the proxies, [ ] [ ] [ ]
(see reverse) to transact such
For, except vote other business
withheld from the as may properly ________________________
following nominee(s): come before the The Board of Directors
_______________________ meeting and any recommends a vote FOR
adjournments proposals 1 and 2.
thereof. ________________________
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)_______________________ DATE_______
Please date and sign as name is imprinted hereon, including the
designation as executor, trustee, etc., if applicable. A
corporation may sign its name by the president or other authorized
officer. All co-owners must sign.
_______________________________________________________________________________
<PAGE>
Form of voting direction card for 401(k) Plan of Tektronix, Inc.:
_______________________________________________________________________________
TEKTRONIX, INC.
P Annual Meeting, September 26, 1996
R Voting Direction Solicited by the 401(k) Plan Trustee
O
X The undersigned participant in the Tektronix 401(k) Plan directs Jerome J.
Y Meyer, Carl W. Neun and John P. Karalis, and each of them, proxies
designated by the Plan Trustee, with full power of substitution, to vote
the shares of stock allocated to the participant's account under the Plan at
the annual meeting of shareholders of Tektronix, Inc. on September 26, 1996
and any adjournments thereof, as stated on the other side of this voting
direction with respect to each of the matters referred to. A majority of
the proxies or substitutes present at the meeting may exercise all granted
powers in accordance with this voting direction.
Nominees for election as directors:
Class I (three-year term): Pauline Lo Alker, A. Gary Ames,
Paul E. Bragdon and Paul C. Ely, Jr.
(continued, and to be signed on other side)
_______________________________________________________________________________
Reverse side of voting direction card:
_______________________________________________________________________________
Please mark your
[x] votes as in this 7110
example.
The shares covered by this voting direction shall be voted as specified
below. If no specification is made, the shares will be voted for the election
of all nominees for director and in the discretion of the proxies as to other
matters that may come before the meeting.
_________________________________________________________________________
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. In the discretion
Directors [ ] [ ] of the proxies, [ ] [ ] [ ]
(see reverse) to transact such
For, except vote other business
withheld from the as may properly ________________________
following nominee(s): come before the The Board of Directors
_______________________ meeting and any recommends a vote FOR
adjournments proposals 1 and 2.
thereof. ________________________
(Shareholder's Name and
Address Imprinted Here)
SIGNATURE(S)_______________________ DATE_______
Please date and sign as name is imprinted hereon.
_______________________________________________________________________________
