<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 Section 240.14a-11(c) or
Section 240.14a-12
TELEFLEX INCORPORATED
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(Name of Registrant as Specified In Its Charter)
TELEFLEX INCORPORATED (HERBERT K. ZEARFOSS)
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 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:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
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):
--------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[LOGO]
TELEFLEX INCORPORATED
PLYMOUTH MEETING, PENNSYLVANIA 19462
- ------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 26, 1996
- ------------------------------------------------------------------------------
TO THE STOCKHOLDERS OF TELEFLEX INCORPORATED:
The Annual Meeting of Stockholders of Teleflex Incorporated will be
held on Friday, April 26, 1996, at 11:00 a.m. at the VALLEY FORGE HILTON
HOTEL, 251 DEKALB PIKE, ROUTE 202, KING OF PRUSSIA, PENNSYLVANIA, for
the following purposes:
1. To elect three directors of the Company to serve for a term
of three years and until their successors have been elected and
qualified;
2. To consider and act upon a proposal to ratify the
appointment of Price Waterhouse LLP, independent accountants, as the
Company's auditors for the fiscal year ending December 29, 1996; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business, Friday,
March 8, 1996, as the record date for the determination of stockholders
entitled to receive notice of and to vote at the Annual Meeting. The
transfer books of the Company will not be closed.
STOCKHOLDERS ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES OR CANADA.
By Order of the Board of Directors,
STEVEN K. CHANCE, Secretary
March 25, 1996
Plymouth Meeting, Pennsylvania
<PAGE>
PROXY STATEMENT
This proxy statement is furnished to stockholders by the Board of
Directors of the Company for solicitation of proxies for use at the
Annual Meeting of Stockholders on Friday, April 26, 1996, and at all
adjournments thereof. The expense of this solicitation will be paid by
the Company. In addition to use of the mail, some directors, officers
and regular employees of the Company may solicit proxies personally, by
telephone and telegraph. Any proxy given pursuant to this solicitation
may be revoked by the person giving it any time before it is exercised
by providing written notice to the Secretary of the Company of such
intent or by submitting a new proxy. The shares represented by the
proxy will be voted in accordance with the instructions specified
therein. If no instructions are given in the proxy, the shares
represented by the proxy will be voted for the election as directors of
the nominees listed below and for proposal 2 described below at page 8.
The Company's principal executive offices are located at 630 West
Germantown Pike, Suite 450, Plymouth Meeting, Pennsylvania 19462. This
proxy statement and the form of proxy enclosed herewith were mailed to
stockholders on approximately March 25, 1996.
RECORD DATE AND VOTING PROCEDURE
Only stockholders of record at the close of business on March 8,
1996, are entitled to vote at the Annual Meeting. At that date, the
Company had outstanding and entitled to vote 17,557,962 shares of common
stock. The record holders of such shares are entitled to one vote per
share. A majority of such outstanding shares present, in person or by
proxy, will constitute a quorum at the meeting. Shares represented by
proxies marked to "abstain" from voting for a proposal or to "withhold"
voting for one or more nominees ("abstentions") and broker non-votes are
counted for purposes of determining the presence of a quorum. A
plurality of the votes cast at the meeting is required to elect
directors, i.e., the three nominees receiving the highest number of
votes will be elected. The affirmative vote of a majority of such
outstanding shares present, in person or by proxy, is necessary to
approve any other proposal. Abstentions will be included in the vote
count and have the same effect as voting "against" a proposal. Broker
non-votes will not be included in the vote count and will have no effect
on the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 1, 1996, certain
information with respect to ownership of the Company's securities of (i)
each person known to the Company to beneficially own more than 5% of the
Company's outstanding common stock, (ii) each director or nominee for
director, (iii) certain named executive officers and (iv) all directors
and executive officers as a group. Except as otherwise indicated in the
footnotes to the chart which follows, the Company is informed that each
person named has sole voting power and sole investment power over the
shares of Company common stock shown opposite his name.
<TABLE>
<CAPTION>
Shares Percent
Beneficially of Outstanding
Name (& Address of 5% Shareholders) Owned(a) Common Stock
- ----------------------------------- ------------ --------------
<S> <C> <C>
Lennox K. Black, 630 West Germantown Pike,
Suite 461, Plymouth Meeting, PA 19462 ..... 2,258,212(b) 12.57
Woelm Holding Company Limited, Cedar House,
41 Cedar Street, Hamilton, Bermuda ........ 1,442,790(c) 8.22
Donald Beckman, 3800 Centre Square West,
Philadelphia, PA 19102 .................... 1,534,315(d) 8.54
David S. Boyer .............................. 103,489(e) *
Roy C. Carriker, Ph.D. ...................... 156,670 *
Joseph S. Gonnella, M.D. .................... 1,211(f) *
Lewis E. Hatch, Jr. ......................... 1,197 *
Pemberton Hutchinson ........................ 3,469 *
Sigismundus W. W. Lubsen .................... 721 *
John H. Remer ............................... 15,690 *
Palmer E. Retzlaff .......................... 9,646 *
John J. Sickler ............................. 106,561 *
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Shares Percent
Beneficially of Outstanding
Name (& Address of 5% Shareholders) Owned(a) Common Stock
- ----------------------------------- ------------ --------------
<S> <C> <C>
James W. Stratton ........................... 10,937(g) *
Harold L. Zuber, Jr. ........................ 47,537 *
All officers and directors as a group
(20 persons) 2,838,525 15.80
</TABLE>
- ------------
*Represents holdings of less than 1%.
(a) Includes (i) shares subject to presently exercisable stock options
as follows: Mr. Black -- 127,500, Mr. Beckman -- 3,000, Mr. Boyer --
67,500, Dr. Carriker -- 63,000, Mr. Retzlaff -- 3,000, Mr. Sickler
-- 63,000, Mr. Zuber -- 22,500 and all officers and directors as a
group -- 409,600 (for purposes of calculating the percentages of
beneficial ownership for officers and directors disclosed in the
foregoing table, these shares were deemed to be outstanding); and
(ii) shares held by the Trustee under the Company's Voluntary
Investment Plan with respect to which the employee has authority to
direct voting as follows: Mr. Boyer -- 1,031, Dr. Carriker --
1,077, Mr. Hatch -- 665, Mr. Zuber -- 2,162 and all officers and
directors as a group -- 10,531.
(b) Includes the following shares of which Mr. Black is deemed to be a
"beneficial owner" under the applicable rules of the Securities and
Exchange Commission: (i) 1,442,790 shares owned of record and
beneficially by Woelm Holding Company Limited, and 193,420 shares
owned of record and beneficially by three persons, for which Mr.
Black holds revocable powers of attorney to vote such shares, and
(ii) 83,214 shares held by trusts of which Mr. Black is co-trustee
and with respect to which he shares voting and investment power.
(c) All the voting shares, except for directors' qualifying shares, of
Woelm Holding Company Limited are owned beneficially and of record
50% by a trust for the benefit of Alice Thormaehlen and 50% by
Margrit Nekouian-Fathi individually. The trustees of Mrs.
Thormaehlen's trust are Mrs. Thormaehlen, Lennox K. Black, Donald
Beckman and Ernst-Helmut Michaelis. As noted in footnote (b) Woelm
Holding Company Limited has granted Mr. Black a revocable power of
attorney to vote such shares and such shares are included in the
2,258,212 shares shown opposite Mr. Black's name in the foregoing
table.
(d) Includes the following shares of which Mr. Beckman is deemed to be a
"beneficial owner" under the applicable rules of the Securities and
Exchange Commission: (i) 1,442,790 shares held by the Woelm Holding
Company Limited of which Mr. Beckman is a director are subject to a
revocable proxy in favor of Mr. Black [see footnote (b)], and (ii)
79,614 shares held by trusts of which Mr. Beckman is a trustee with
shared voting and investment power; Mr. Black is a co-trustee of
such trusts [see footnote (b)].
(e) Includes the following shares of which Mr. Boyer is deemed to be a
"beneficial owner" under the applicable rules of the Securities and
Exchange Commission: (i) 450 shares he holds as custodian for a
daughter, and (ii) 1,050 shares owned of record and beneficially by
two daughters.
(f) Includes 350 shares owned of record and beneficially by Dr.
Gonnella's son of which Dr. Gonnella is deemed to be a "beneficial
owner" under applicable rules of the Securities and Exchange
Commission.
(g) Includes 9,806 shares in customer accounts managed by and owned of
record by Stratton Management Company of which Mr. Stratton is
deemed to be a "beneficial owner" under applicable rules of the
Securities and Exchange Commission.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall be
composed of not fewer than six nor more than fifteen directors, as fixed
by a majority of the entire board from time to time. The board has
fixed at ten the number of directors which shall constitute the entire
board.
The Company's Bylaws also provide for the division of the Board of
Directors into three classes as equal in number as possible, with
members of each class having a term of office of three years.
Accordingly, at the 1996 Annual Meeting of Stockholders, three directors
will be elected for three-year terms expiring at the Annual Meeting of
Stockholders of the Company in 1999. The board, on recommendation of
the Nominating Committee, has nominated for election for three-year
terms Messrs. Black, Hatch and Stratton.
It is intended that shares represented by properly executed proxies
will be voted for the election of Messrs. Black, Hatch and Stratton for
a term expiring in 1999. If any nominee becomes unavailable to serve
(which is not now anticipated), the persons named in the proxy may vote
it for another nominee selected by the Board of Directors. All of the
nominees and continuing directors were elected by the stockholders of
the Company.
2
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Year Business Experience During Past 5 Years
First Elected Director and Other Directorships
- ------------------------------- ----------------------------------------------
<S> <C>
NOMINEES TO BE ELECTED FOR
TERMS EXPIRING IN 1999
- --------------------------
Lennox K. Black, 65 ........... Chairman of the Board of the Company;
1971 Chairman and Chief Executive Officer
(1982-1995); Chairman, Chief Executive
Officer and Director, Penn Virginia
Corporation; Director, Quaker Chemical
Corporation, The Pep Boys, and
Westmoreland Coal Company.
Lewis E. Hatch, Jr., 69 ....... Business Consultant; Chairman and Chief
1976 Operating Officer, Rusch International,
the Company's Medical Group (1990-1992);
Director, Park-Ohio Industries, Inc.
James W. Stratton, 59 ......... Chairman and Chief Executive Officer,
1993 Stratton Management Company, an
investment advisory and management firm;
Chairman, Chief Executive Officer and
Director of Fin Da Tex, Inc., a financial
services company; Chairman and Director
of Stratton Monthly Dividend Shares,
Stratton Small Cap Yield Fund, and
Stratton Growth Fund, registered
investment companies; Director, Alco
Standard Corporation, Gilbert Associates,
Inc. and UGI Corporation.
CONTINUING DIRECTORS WHOSE
TERMS EXPIRE IN 1997
- --------------------------
David S. Boyer, 53 ............ President and Chief Executive of the
1993 Company; President (1986-1995), Director
(1986-1991).
Sigismundus W. W. Lubsen, 62 .. Member of the Executive Board, Heineken,
1992 N.V., a manufacturer of beer and ale
products; President, Chief Executive
Officer and Director of Quaker Chemical
Corporation, (1993-1995); President,
Chief Operating Officer and Director
(1988-1993).
Palmer E. Retzlaff, 64 ........ President and Director, Southwest Grain
1978 Corporation, McAllen, Texas, engaged
primarily in cotton and grain export;
Director, Paris Corporation.
CONTINUING DIRECTORS WHOSE
TERMS EXPIRE IN 1998
- --------------------------
Donald Beckman, 64 ............ Special Counsel, Saul, Ewing, Remick &
1981 Saul, Philadelphia, PA, attorneys;
Partner, Beckman & Hunt, Philadelphia,
PA, attorneys (1988-1993).
Pemberton Hutchinson, 64 ...... Chairman and Director, Westmoreland Coal
1977 Company, a mining company; Chairman,
Chief Executive Officer and Director
(1992-1993); Chairman, President, Chief
Executive Officer and Director
(1989-1992); Westmoreland filed a
voluntary petition under the Federal
bankruptcy laws on November 8, 1994 and
its confirmed plan of reorganization
became effective on December 22, 1994;
Director, Mellon Bank Corporation and The
Pep Boys.
John H. Remer, 71 ............. President, Chief Executive Officer and
1956 Director, Package Machinery Company
(1992-1993); Vice Chairman of the Board
(1990-1992).
Joseph S. Gonnella, M.D., 61 .. Senior Vice President and Dean, Jefferson
1995 Medical College.
</TABLE>
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
The Board of Directors of the Company met seven times in 1995. Each
of the nominees and continuing directors attended at least seventy-five
percent of the combined total of board meetings and meetings held in
1995 by committees on which he served.
3
<PAGE>
The Board of Directors has appointed an Audit Committee, currently
composed of Messrs. Beckman, Gonnella, and Hatch, which held three
meetings in 1995. The Audit Committee reviews with the Company's
independent accountants the proposed scope of their examination and
their subsequent report on each annual audit, preliminary to the
consideration thereof by the full Board of Directors.
The Board of Directors of the Company has also appointed a
Nominating Committee, currently composed of Messrs. Black, Hutchinson
and Lubsen which held one meeting in 1995. The Nominating Committee
considers and makes recommendations to the board regarding nominees for
election to the board. The committee will consider stockholders'
suggestions for candidates if mailed to: Secretary, Teleflex
Incorporated, 630 West Germantown Pike, Suite 450, Plymouth Meeting, PA
19462 by January 7, 1997.
The Board of Directors of the Company also has an Executive
Committee, currently composed of Messrs. Black, Hatch and Hutchinson.
Subject to certain exceptions, the Executive Committee may exercise the
powers of the Board of Directors in the management of the business and
affairs of the Company when the board is not in session.
BOARD COMPENSATION COMMITTEE
The Compensation Committee appointed by the Board of Directors
consists of three members currently, Messrs. Hutchinson, Lubsen and
Retzlaff, which held three meetings in 1995. The Compensation Committee
makes recommendations regarding the Company's remuneration arrangements
for its senior management to the Company's Board of Directors. It also
approves the persons to receive stock option grants and restricted stock
awards under the Company's Stock Compensation Plans and the number of
shares subject to such grants and awards.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation policy with respect to its senior
management is to offer competitive compensation opportunities based on
individual and corporate performance. Compensation of senior managers
is fixed by the Board of Directors upon the recommendations of the
Compensation Committee, which are developed in consultation with the
Chief Executive Officer. The compensation package for senior management
is composed of the following three parts:
Salaries are set in amounts comparable to base salaries of
executives with similar responsibilities in comparable
companies engaged in similar businesses. Comparative data is
drawn from independent surveys of executive compensation of
manufacturing companies, on average comparable in size to the
Company. There is no material correlation between the
companies included in the surveys and the companies included in
the indices shown in the graph of Market Performance at page 6.
Generally the Company fixes salaries at approximately the
midpoint of the average compensation for positions of
comparable responsibility reported by the surveyed companies.
While individual performance of each executive has some effect
on his or her salary determination, in the case of executive
officers, it is of relatively modest consequence. Nor is
corporate financial performance a material factor in setting
executive salaries. The Company regards salaries as a base for
compensation and relies on the annual bonus and long-term
incentive compensation to reward fairly and to provide an
incentive for excellence of service and loyalty.
Bonuses are awarded shortly after the close of each year to
selected managerial personnel based upon the Company's
financial performance and the executives' individual
performance and contributions in that year. In the case of
bonus participants below the level of executive officer,
allocations are made on predetermined formulae, which vary
among the Company's divisions, designed to reflect primarily
the contribution to the Company's profits for that year by the
division or other unit of which the participant is a member.
The primary factor considered is the relative profitability of
the division or unit of the Company's operations for which the
manager is responsible. This factor generally accounts for
approximately 60% of the award. Another approximately 20% of
the award is based on other measures of improvements in the
operations of the division or unit (such as productivity,
product quality, new product development and increased market
share). The remaining approximately 20% of the award is based
on the executive's individual achievement of specific
objectives or goals. Such goals are set early in each year in
consultation with the senior officer to whom the executive
reports, and generally relate to specific
4
<PAGE>
profitability, sales, product quality or productivity standards
which are objectively measurable. However, bonus awards are
made to executive officers based on a subjective evaluation and
determination by the Compensation Committee in consultation
with the Chief Executive Officer. A principal consideration is
the relative profitability in the preceding year of the Company
and any division or other unit for which an executive officer
has responsibility, but factors other than corporate financial
performance may be given equal or even greater weight in
individual cases. These include consideration of the
accomplishment of operational missions such as expansion of
product lines or market shares or geographical or industry
penetration, new product development, improvements in
efficiency of operations, accomplishment of strategically
significant corporate acquisitions and other matters. Many of
these corporate missions or objectives are identified in the
preceding year, but others develop during the course of time,
responding to often unanticipated outside influences which
affect the Company's business. Accordingly, the Committee does
not measure performance against preset goals in the case of
bonus awards to executive officers. No executive is assured of
any minimum bonus, and the Company's present policy is that an
executive's bonus may not exceed 50% of his or her salary
except in the case of senior officers (whose bonus limitation
is 70% of salary) and the chief executive officer (whose bonus
limitation is 90% of salary).
Long-term incentive compensation consists of awards of stock
options and restricted stock under the Company's 1990 Stock
Compensation Plan. Awards have been granted to recognize and
reward exceptional individual performance or to directly link a
portion of an executive's compensation to shareholder returns
over a future period of continued service. Awards to specific
executives have not been based on any preset formulae or
entitlement standard, but reflect the Compensation Committee's
subjective perception of such executives' individual
contributions to the Company's successful performance in the
preceding year or the Committee's determination that individual
executives undertaking new or special responsibilities should
receive a portion of their compensation over a period of time
dependent on the increase in value of the Company's shares.
David S. Boyer was appointed Chief Executive Officer in 1995. His
base salary for such year in that office was fixed at $400,000 and, to
directly link a portion of his compensation to the performance of the
Company's stock, he was granted a stock option for 54,000 shares under
the Company's 1990 Stock Compensation Plan. He was awarded a bonus of
$175,000 for 1995 based largely on consideration of the Company's
financial performance for that year, which included record revenues and
growth of earnings per share of 17% over the prior year.
Section 162(m) of the Internal Revenue Code limits to $1 million the
deductibility of compensation received in a year by each of the
Company's five most highly compensated executive officers, exclusive of
compensation which qualifies as "performance based" or falls within
other exceptions provided in the statute. Awards under the Company's
1990 Stock Compensation Plan may be made on terms which will qualify for
exception from the deductibility limit. However, the Committee retains
discretion to make awards which are not fully deductible. Compensation
paid in 1995 did not exceed the deductible limit.
PEMBERTON HUTCHINSON SIGISMUNDUS W. W. LUBSEN PALMER E. RETZLAFF
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this proxy statement a
line-graph presentation comparing cumulative, five-year shareholder
returns (assuming reinvestment of dividends) on an indexed basis with
the S&P 500 Stock Index and either a nationally recognized industry
standard or an index of peer companies selected by the Company. The
Company has approved the use of the S&P MidCap 400 Index for purposes of
this performance comparison because it includes companies of similar
size and industry group.
5
<PAGE>
MARKET PERFORMANCE
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (A)
[ID: GRAPHIC -- LINE CHART]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
- --------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
TELEFLEX 100 152.5 145.1 175.7 171.0 200.4
S&P 500 100 130.5 140.4 154.6 156.6 215.4
S&P MIDCAP 400 100 150.1 168.0 191.4 184.6 241.7
- --------------------------------------------------------------------
</TABLE>
(a) Assumes $100 invested on January 1, 1990 in Teleflex common stock,
S&P 500 index, and S&P MidCap 400 index using a fiscal year ending
December 31 in all cases.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND NON-CASH COMPENSATION
PAID TO CERTAIN EXECUTIVE OFFICERS
The following table sets forth, for the fiscal years ended December
26, 1993, December 25, 1994, and December 31, 1995, respectively,
certain compensation information with respect to the Company's: (a)
Chief Executive Officer; and (b) each of the four other most highly
compensated executive officers, based on the salary and bonus earned by
such executive officers during fiscal year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ---------------------- All Other
Name and Principal Position Year Salary Bonus Stock Option Awards Compensation (a)
- --------------------------- ---- ------ ----- ------------------- ----------------
<S> <C> <C> <C> <C> <C>
David S. Boyer 1995 $383,333 $175,000 54,000 $ 5,084
President, Chief Executive 1994 $310,000 $175,000 -- $ 4,859
Officer and Director 1993 $260,000 $ 80,000 -- $ 4,583
Lennox K. Black 1995 $524,000 -- -- $46,357
Chairman and Director 1994 $400,000 $200,000 -- $55,745
1993 $390,000 $ 85,000 -- $37,437
John J. Sickler 1995 $265,000 $125,000 30,000 $ 2,170
President -- TFX Equities Inc. 1994 $250,000 $100,000 -- $ 2,010
1993 $227,000 $ 60,000 -- $ 1,858
Roy C. Carriker 1995 $265,000 $120,000 30,000 $ 5,010
President and Chief Operating 1994 $250,000 $ 60,000 -- $ 4,646
Officer -- TFX Aerospace 1993 $218,000 $ 60,000 -- $ 4,497
Harold L. Zuber, Jr. 1995 $212,000 $110,000 30,000 $ 367
Vice President, Chief Financial 1994 $200,000 $100,000 -- $ 2,429
Officer and Controller 1993 $170,000 $ 60,000 -- $ 2,172
</TABLE>
- ------------
(a) The information reported includes the following for fiscal year
1995: (i) the dollar value of split dollar life insurance premiums
paid for the benefit of each of the named executives as follows:
Mr. Boyer, $2,774; Mr. Black, $46,357; Mr. Sickler, $2,170;
Dr. Carriker, $2,700; Mr. Zuber, $367; (ii) contributions to the
Company's Voluntary Investment Plan on behalf of the named
executives to match 1995 pre-tax elective deferral contributions
under Section 401(k) of the Internal Revenue Code made to such plan
as follows: Mr. Boyer, $2,310; Dr. Carriker, $2,310.
6
<PAGE>
OPTION GRANTS
The following table sets forth information with respect to the named
executives, concerning the grants of stock options during the last
fiscal year ending December 31, 1995:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Individual Grants Realizable Value at
------------------------------------------------- Assumed Annual
% of Total Rates of Stock Price
Securities Options Appreciation for
Underlying Granted to Exercise or Option Term
Options Employees Base Price Expiration ---------------------
Name Granted(a) in FY ($/Sh) Date 5% 10%
---- ---------- ---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David S. Boyer 54,000 14.1% $40 7/27/05 $1,358,412 $3,442,484
Lennox K. Black -- -- -- -- -- --
John J. Sickler 30,000 7.8% $40 7/27/05 $ 754,674 $1,912,491
Roy C. Carriker 30,000 7.8% $40 7/27/05 $ 754,674 $1,912,491
Harold L. Zuber, Jr. 30,000 7.8% $40 7/27/05 $ 754,674 $1,912,491
- ----------
</TABLE>
(a) These options become exercisable for 20% of the shares on the first
anniversary of the grant (July 27, 1996) and for an additional 20%
on each of the next four anniversaries, so long as employment with
the company continues.
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executives, concerning the exercise of stock options during the last
fiscal year ending December 31, 1995, and unexercised options held as of
the end of the fiscal year:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES TABLE
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-money
Shares Options at FY-End Options at FY-End(a)
Acquired --------------------- --------------------
on Value Exer- Unexer- Exer- Unexer-
Name Exercise Realized cisable cisable cisable cisable
- ---- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
David S. Boyer 7,500 $197,343 67,500 54,000 $1,392,480 $54,000
Lennox K. Black -- -- 127,500 -- $2,636,212 --
John J. Sickler -- -- 63,000 30,000 $1,324,732 $30,000
Roy C. Carriker -- -- 63,000 30,000 $1,324,732 $30,000
Harold L. Zuber, Jr. 10,500 $270,375 22,500 30,000 $ 446,242 $30,000
</TABLE>
- ------------
(a) Market value of underlying securities at year-end, minus the
exercise price.
PENSION PLANS
Under the Company's Salaried Employees' Pension Plan, a qualified
defined benefit pension plan, as well as non-qualified supplemental
pension plans that provide benefits that would otherwise be denied
participants by reason of certain Internal Revenue Code limitations on
qualified plan benefits, a participant accumulates units of annual
pension benefit for each year of service. For each of the first 35
years of service, a participant's unit is equal to 1.375% of his annual
plan compensation up to $10,560, plus 2.0% of such compensation in
excess of $10,560. For each year of service in excess of 35, a
participant's unit is equal to 1.833% of his annual plan compensation.
A participant's annual plan compensation for any plan year (July 1 to
June 30) is his or her base salary (as reported in the Summary
Compensation Table) on the first day of the plan year. The estimated
annual benefits payable as a life annuity with five years certain
(assuming no future increase in base salary) upon retirement at normal
retirement age (65) (or actual age if greater) for each of the named
executives is: Mr. Boyer, $153,966; Mr. Black, $121,196; Mr. Sickler,
$108,378; Dr. Carriker, $82,526; Mr. Zuber, $106,842.
7
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND
CHANGE-OF-CONTROL ARRANGEMENTS
In connection with the Company's long-term plans for orderly
management succession, Lennox K. Black retired as Chief Executive
Officer at the 1995 Annual Meeting of Stockholders. David S. Boyer,
then President, became President and Chief Executive Officer. Mr. Black
will continue to serve the Company on a full time basis until December
31, 1998, unless he elects to retire earlier. Thereafter he may serve
on a reduced-time consulting basis until December 31, 2005. The
Company's agreement with Mr. Black provides that during the period of
his full time service his salary will not be less than $574,000, and
while serving as a consultant his annual compensation will be at least
75% of his last full time service salary but not less than $300,000 for
the first five years and $200,000 thereafter, all subject to adjustment
for inflation. Mr. Black's agreement also provides for death and
disability benefits and compensation continuation for up to two years in
case of termination of employment under certain circumstances. Mr.
Black is currently receiving deferred compensation at the annual rate of
$100,000 for fifteen years. The Company has purchased insurance on Mr.
Black's life which will provide the Company with funds at least equal to
the amount of such deferred compensation which may be payable to him.
In the event of termination of Mr. Black's employment, other life
insurance which the Company is providing to him as an employment benefit
will be continued for a period of ten years following such termination.
The Company's agreement with Mr. Boyer provides for minimum base
salary of $310,000 during his employment, for continuation of base
salary in the event of his disability and, in the event of the
termination of his employment under certain other circumstances, for
continuation of his compensation and benefits for three years.
DIRECTOR COMPENSATION
Directors of the Company who are also employees of the Company or
any of its subsidiaries receive no additional compensation for their
services as directors. In 1995, directors of the Company who were not
also employees of the Company or any of its subsidiaries were paid an
annual retainer fee of $15,000 and a $650 fee for each board or
committee meeting attended, plus expenses. In addition, these outside
directors, on their election to the board, received a restricted stock
award of the number of shares of the Company's common stock which had a
fair market value of $5,000 multiplied by the number of years remaining
in the term for which elected as a director. A director who fails to
complete the full term to which elected, forfeits the shares that were
awarded. The Company provides no pension benefits to the outside
directors.
Lewis E. Hatch, Jr., a director of the Company, also provided
consulting services to the Company in 1995, for which he received fees
of $60,370. Donald Beckman, a director of the Company, is Special
Counsel to the law firm of Saul, Ewing, Remick & Saul, which provided
legal services to the Company in 1995.
RATIFICATION OF APPOINTMENT OF AUDITORS
The selection of auditors by the Board of Directors will be
presented to the stockholders for ratification or rejection at the
Annual Meeting. The Audit Committee has recommended and the board has,
subject to stockholder ratification, appointed Price Waterhouse to
examine and report on the financial statements of the Company for its
fiscal year ending December 29, 1996. Price Waterhouse LLP (the "Firm")
has audited the Company's books for more than 30 years and has served as
its independent accountants for 1995. The Firm has offices in or near
most of the places in the United States and foreign countries where the
Company operates.
Before making its recommendation for appointment to the entire
board, the Audit Committee carefully considered the qualifications for
auditors of the Company. In the case of Price Waterhouse, this
consideration included a review of its performance in prior years, as
well as its reputation for integrity and for competence in the fields of
accounting and auditing. The Audit Committee has expressed its
satisfaction with the Firm in all respects.
8
<PAGE>
A representative of the Firm is expected to be present at the Annual
Meeting and will be available to respond to appropriate questions. The
representative will also have the opportunity to make a statement if he
or she desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY ITS SELECTION OF PRICE WATERHOUSE LLP AS THE AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 29, 1996.
OTHER MATTERS
The Board of Directors does not know of any other matters which may
be presented at the Annual Meeting but if other matters do properly come
before the meeting, it is intended that the persons named in the proxy
will vote according to their best judgment.
Stockholders are requested to date, sign and return the enclosed
proxy in the enclosed envelope, to which no postage need be affixed if
mailed in the United States or Canada. If you attend the Annual
Meeting, you may revoke your proxy at that time and vote in person if
you so desire. Otherwise, your proxy will be voted for you.
ANY PROPOSALS SUBMITTED BY STOCKHOLDERS FOR INCLUSION IN THE
COMPANY'S PROXY STATEMENT AND PROXY FOR THE 1997 ANNUAL MEETING OF
STOCKHOLDERS OF THE COMPANY MUST BE RECEIVED BY THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES NO LATER THAN NOVEMBER 22, 1996, AND MUST
COMPLY IN ALL OTHER RESPECTS WITH APPLICABLE RULES AND REGULATIONS OF
THE SECURITIES AND EXCHANGE COMMISSION RELATING TO SUCH INCLUSION.
By Order of the Board of Directors,
STEVEN K. CHANCE, Secretary
9
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
TELEFLEX INCORPORATED
The undersigned hereby appoints Donald Beckman and John H. Remer,
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as
designated on the other side, all the shares of stock of Teleflex
Incorporated standing in the name of the undersigned with all powers
which the undersigned would possess if present at the Annual Meeting of
Stockholders of the Company to be held April 26, 1996 or any adjournment
thereof.
(Continued, and to be marked, dated and signed, on the other side)
<PAGE>
|-----| PLEASE MARK YOUR
| X | VOTES AS IN THIS
|-----| EXAMPLE.
FOR WITHHELD
all FOR all
Nominees Nominees NOMINEES: Lennox K. Black
Item 1. Lewis E. Hatch, Jr.
Election |-----| |-----| James W. Stratton
of | | | |
Directors: |-----| |-----|
Withheld for the following only (Write the name of the
nominee(s) in the space below):
- -------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN
ITEM 1 AND "FOR" ITEM 2.
Item 2. Ratification of the appointment of FOR AGAINST ABSTAIN
Price Waterhouse LLP as independent |-----| |-----| |-----|
public accountants for the Company for | | | | | |
the year 1996. |-----| |-----| |-----|
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED "FOR ALL NOMINEES" IN ITEM 1 AND
"FOR" ITEM 2.
I PLAN TO |-----|
ATTEND MEETING | |
|-----|
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND
RETURN IN THE ENCLOSED ENVELOPE.
SIGNATURE ______________ DATE ________ SIGNATURE _______________ DATE ________
IF HELD JOINTLY
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
<PAGE>
APPENDIX OF
GRAPHIC AND IMAGE MATERIAL
OMITTED FROM ELECTRONIC FORMAT DOCUMENT
PURSUANT TO RULE 304 OF REGULATION S-T
Performance Graph comparing cumulative total return on Teleflex
Common Stock against S&P 500 Index and S&P MidCap 400 Index
appears on page 6 of the Definitive Proxy Statement.
