| UNITED STATES | OMB APPROVAL |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0059 |
| Washington, D.C. 20549 | Expires: January 31, 2008 |
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Portland, Oregon 97201-5730
1. | Election of Directors. To elect three directors, one for a one-year term expiring in 2007 and two for three-year terms expiring in 2009, or until their respective successors are elected and qualified; and |
2. | Other Business. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
President and Chief Executive Officer
March 31, 2006
Portland, Oregon 97201-5730
ANNUAL MEETING OF SHAREHOLDERS
Age | Director Since | Expiration of Current Term | Expiration of Term for Which Nominated | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nominees: | ||||||||||||||||||
Wayne B. Kingsley | 63 | 1987 | 2006 | 2007 | ||||||||||||||
Brian W. Dunham | 48 | 1995 | 2006 | 2009 | ||||||||||||||
Richard A. Roman | 54 | 2003 | 2006 | 2009 | ||||||||||||||
Continuing Directors: | ||||||||||||||||||
William R. Tagmyer | 68 | 1986 | 2008 | — | ||||||||||||||
Neil R. Thornton | 75 | 1995 | 2008 | — |
the members of the Committee deem relevant. The Nominating Committee has not employed any third parties to help identify or screen prospective directors in the past, but may do so at the discretion of the Committee.
Name | Age | Current Position(s) with Company | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Brian W. Dunham | 48 | Director, Chief Executive Officer and President | ||||||||
Charles L. Koenig | 63 | Senior Vice President, Water Transmission | ||||||||
Robert L. Mahoney | 44 | Vice President, Chief Strategic Officer | ||||||||
Terrence R. Mitchell | 50 | Senior Vice President, Tubular Products | ||||||||
John D. Murakami | 52 | Vice President, Chief Financial Officer and Corporate Secretary | ||||||||
Gary A. Stokes | 53 | Senior Vice President, Sales and Marketing |
since 1993. Mr. Mitchell has been with the Company since 1985. Prior to joining the Company, he was employed by Valmont Industries, another pipe manufacturer.
Annual Compensation | Long Term Compensation | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary | Bonus (1) | Stock Options Granted | All Other Compensation | |||||||||||||||||
Brian W. Dunham Director, Chief Executive Officer and President | 2005 2004 2003 | $495,000 465,000 420,000 | $310,561 581,250 — | — — — | $43,357(2) 35,213(2) 36,216(2) | |||||||||||||||||
Charles L. Koenig Senior Vice President, Water Transmission | 2005 2004 2003 | $227,500 217,500 207,000 | $232,130 225,000 — | — — — | $40,970(2) 36,654(2) 35,859(2) | |||||||||||||||||
Robert L. Mahoney Vice President, Chief Strategic Officer | 2005 2004 2003 | $190,000 151,000 145,250 | $102,176 188,750 — | — — — | $19,531(2) 13,522(2) 16,113(2) | |||||||||||||||||
John D. Murakami Vice President, Chief Financial Officer and Secretary | 2005 2004 2003 | $190,000 160,000 151,000 | $102,301 200,000 — | — — — | $21,843(2) 17,362(2) 19,229(2) | |||||||||||||||||
Gary A. Stokes Senior Vice President, Sales and Marketing | 2005 2004 2003 | $237,500 225,000 213,200 | $255,237 235,000 — | — — — | $30,332(2) 29,266(2) 28,846(2) |
(1) | Annual bonus represents amount earned during the year. Actual payments may be made over subsequent years. |
(2) | Represents matching amounts contributed to the Company’s 401(k) plan and the amount contributed to the Northwest Pipe Non-Qualified Savings Plan in 2005, 2004 and 2003, respectively. |
Number of Unexercised Options at December 31, 2005 | Value of Unexercised In-the-Money Options at December 31, 2005 (2) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise | Value Realized (1) | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||||
Brian W. Dunham | 42,900 | $ | 743,028 | 155,980 | 6,842 | $ | 1,688,615 | $ | 73,159 | ||||||||||||||||||
Charles L. Koenig | 17,160 | $ | 281,767 | 60,022 | 2,330 | $ | 640,216 | $ | 25,063 | ||||||||||||||||||
Robert L. Mahoney | — | — | 32,992 | 1,621 | $ | 362,992 | $ | 17,381 | |||||||||||||||||||
John D. Murakami | — | — | 43,522 | 1,651 | $ | 473,089 | $ | 17,646 | |||||||||||||||||||
Gary A. Stokes | — | — | 60,595 | 2,390 | $ | 647,057 | $ | 25,660 |
(1) | The value realized is based on the difference between the market price at the time of exercise of the options and the applicable exercise price. |
(2) | The value of unexercised in-the-money options is calculated based on the closing price of the Company’s Common Stock on December 31, 2005, $26.76 per share. Amounts reflected are based on the assumed value minus the exercise price and do not necessarily indicate that the optionee sold such stock. |
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity Compensation Plans Approved by Shareholders (1) | 711,336 | $ | 16.063 | 15,000 | ||||||||||
Equity Compensation Plans Not Approved by Shareholders (2) | — | — | — | |||||||||||
Total | 711,336 | $ | 16.063 | 15,000 |
(1) | Consists of the Company’s 1995 Stock Incentive Plan and the 1995 Stock Option Plan for Nonemployee Directors. |
(2) | The Company does not have any equity compensation plans or arrangements that have not been approved by shareholders. |
Control” (as defined in the Agreements and described below) occurs during the term of Agreements, the Agreements will continue in effect until two years after the Change in Control.
fifty percent of the remaining payments under the Employment Agreement to which Mr. Tagmyer would have been entitled had he survived. The Employment Agreement contains certain noncompetition provisions that apply to Mr. Tagmyer’s activities during the term of the Employment Agreement and for a period of one year after the later of the date of termination of the Agreement or the date the last payment is made under the Agreement.
Neil R. Thornton
Richard A. Roman
Neil R. Thornton
Indexed Returns | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Northwest Pipe Company | Russell 2000 Index | Peer Group | |||||||||||||
December 31, 2000 | 100.00 | 100.00 | 100.00 | ||||||||||||
December 31, 2001 | 231.50 | 102.49 | 80.16 | ||||||||||||
December 31, 2002 | 244.96 | 81.49 | 86.78 | ||||||||||||
December 31, 2003 | 188.46 | 120.00 | 114.20 | ||||||||||||
December 31, 2004 | 353.27 | 142.00 | 147.38 | ||||||||||||
December 31, 2005 | 378.90 | 148.46 | 183.37 |
Shares Beneficially Owned(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name of Beneficial Owner | Shares | Percent | |||||||||
Wells Fargo & Company (2) 420 Montgomery Street, San Francisco, CA 94104 | 954,065 | 14.0 | % | ||||||||
FMR Corp (3) 82 Devonshire Street Boston, MA 02109 | 670,375 | 9.8 | % | ||||||||
Bank of America Corporation (4) 100 Federal Street North Tryon Street Floor 25, Bank of America Corporate Center Charlotte, NC 28255 | 653,332 | 9.6 | % | ||||||||
Dreman Value Management LLC (5) 520 East Cooper Avenue Suite 230-4 Aspen, CO 81611 | 399,100 | 5.8 | % | ||||||||
Dimensional Fund (6) 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401 | 377,449 | 5.5 | % | ||||||||
Becker Capital Management, Inc. (7) 1211 SW Fifth Avenue, Suite 2185 Portland, OR 97204 | 342,000 | 5.0 | % | ||||||||
William R. Tagmyer | 268,171 | 3.8 | % | ||||||||
Brian W. Dunham | 250,672 | 3.6 | % | ||||||||
Charles L. Koenig | 117,836 | 1.7 | % | ||||||||
Gary A. Stokes | 61,807 | * | |||||||||
Robert L. Mahoney | 32,190 | * | |||||||||
John D. Murakami | 46,125 | * | |||||||||
Wayne B. Kingsley | 32,583 | * | |||||||||
Neil R. Thornton | 29,378 | * | |||||||||
Richard A. Roman | 11,000 | * | |||||||||
All directors and executive officers as a group, (ten persons) | 904,376 | 12.1 | % |
(*) | Represents beneficial ownership of less than one percent of the outstanding Common Stock. |
(1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting power and investment power with respect to shares. Shares issuable upon the exercise of outstanding stock options that are currently exercisable or become exercisable within 60 days from March 15, 2006 are considered outstanding for the purpose of calculating the percentage of Common Stock owned by such person, but not for the purpose of calculating the percentage of Common Stock owned by any other person. The number of stock options that are exercisable within 60 days of March 15, 2006 is as follows: Mr. Tagmyer—164,039; Mr. Dunham—159,406; Mr. Koenig—61,210; Mr. Stokes—61,807; Mr. Mahoney—32,190;Mr. Murakami—44,347; Mr. Kingsley—20,000; Mr. Thornton—20,000; Mr. Roman—11,000; and all directors and officers as a group—628,613. |
(2) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 3, 2006, reflecting its beneficial ownership of Common Stock as of December 31, 2005. The Schedule 13G/A states that Wells Fargo & Company beneficially owns 954,065 shares of Common Stock, including 876,515 shares as to which it has sole voting power and 935,265 shares as to which it has sole dispositive power. |
(3) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission by FMR Corp on February 14, 2006, reflecting its beneficial ownership of Common Stock as of December 31, 2005. The Schedule 13G/A states that FMR Corp has sole dispositive power with respect to 670,375 shares of Common Stock. |
(4) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission by Bank of America Corporation on February 8, 2006, reflecting its beneficial ownership of Common Stock as of December 31, 2005. The Schedule 13G/A states Bank of America Corporation has shared voting power with respect to 504,616 shares of Common Stock and shared dispositive power with respect to 653,332 shares of Common Stock. |
(5) | The information as to beneficial ownership is based on a Schedule 13G filed with the Securities and Exchange Commission by Dreman Value Management LLC on February 10, 2006, reflecting its beneficial ownership of Common Stock as of December 31, 2005. The Schedule 13G states that Dreman Value Management LLC has shared voting power and sole dispositive power with respect to 399,100 shares of Common Stock. |
(6) | The information as to beneficial ownership is based on a Schedule 13G/A filed with the Securities and Exchange Commission by Dimensional Fund Advisors Inc. on February 6, 2006, reflecting its beneficial ownership of Common Stock as of December 31, 2005. The Schedule 13G/A states that Dimensional Fund Advisors Inc. has sole voting and dispositive power with respect to 377,449 shares of Common Stock. |
(7) | The information as to beneficial ownership is based on a Schedule 13G filed with the Securities and Exchange Commission by Becker Capital Management, Inc. on February 10, 2006, reflecting its beneficial ownership of Common Stock as of December 31, 2005. The Schedule 13G states that Becker Capital Management, Inc. has sole voting power with respect to 314,500 shares of Common Stock and sole dispositive power with respect to 342,000 shares of Common Stock. |
2005 | 2004 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit fees (1) | $ | 438,500 | $ | 506,000 | ||||||||||
Audit-related fees (2) | 23,000 | 22,500 | ||||||||||||
Tax fees (3) | 10,695 | — | ||||||||||||
Other fees (4) | 93,944 | — | ||||||||||||
Total fees | $ | 566,139 | $ | 528,500 |
(1) | Audit fees include fees for audits of the annual financial statements, including required quarterly reviews, and the audit of management’s assessment of the Company’s internal control over financial reporting. |
(2) | Audit-related fees include fees for audits of the Company’s employee benefit plans and consultations concerning financial accounting and reporting. |
(3) | Tax fees include fees for tax compliance, tax advice, and tax planning. |
(4) | Other fees include professional fees for business consultations and tax compliance. |
Chief Executive Officer and President
March 31, 2005
• | Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance. |
• | Monitor the independence and performance of the Company’s independent auditors. |
• | Provide an avenue of communication among the independent auditors, management and the Board of Directors. |
A. Review Procedures
(1) | Review and assess the adequacy of this Charter at least annually. Submit the charter to the Board of Directors for approval and have the document published in accordance with the regulations of the SEC. |
(2) | In consultation with the management and the independent auditors, consider the integrity of the Company’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent auditors together with management’s responses. |
(3) | Review with financial management and the independent auditors the Company’s annual audited financial statements prior to filing of the Company’s annual audited financial statements with the SEC. Discuss any significant changes to the Company’s accounting principles or practices and any items required to be communicated by the independent auditors in accordance with SAS 61. |
(4) | Review with financial management and the independent auditors the company’s quarterly financial results prior to the filing of the Company’s quarterly financial statements with the SEC. Discuss any significant changes to the Company’s accounting principles or practices and any items required to be communicated by the independent auditors in accordance with SAS 61. The Chair of the Committee may represent the entire Audit Committee for purposes of this review. |
(5) | On at least an annual basis, review with the Company’s counsel, any legal matters that could have a significant impact on the organization’s financial statements, the Company’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies. |
(1) | The independent auditors are accountable to the Audit Committee and the Board of Directors. The Audit Committee shall review the independence and performance of the auditors and annually recommend to the Board of Directors the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant. |
(2) | Pre-approval of all “audit related” services provided by the independent auditors. |
• | From time to time the Audit Committee may grant to the CEO and CFO the authority to request “audit related” services not covered by the generally accepted auditing standards audit, quarterly reviews and employee benefit plan engagement letters. |
(3) | Approve the fees and other significant compensation to be paid to the independent auditors. |
(4) | On an annual basis, the Committee should require the independent auditors to deliver a formal written report describing all significant relationships that the independent auditors have with the Company that could impair the auditors’ independence, and review, discuss and take appropriate action with respect to such report. |
(5) | Review the independent auditors’ audit plan—discuss scope, staffing, locations, reliance upon management and the general audit approach. |
(6) | Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting. |
(1) | Annually prepare a report to shareholders for inclusion in the Company’s annual proxy statement as required by the regulations of the SEC. |
(2) | Perform any other activities consistent with this Charter, the Company’s bylaws, and governing law, as the Committee or the Board deems necessary or appropriate. |
(3) | Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities. |
(4) | Periodically perform self-assessment of Audit Committee performance. |
(5) | Review financial and accounting personnel succession planning within the Company. |
(6) | Establish procedures that meet the SEC requirements to receive, retain and treat complaints from employees and others about accounting, internal accounting controls or auditing matters through a confidential and anonymous submission process. |
Please | o | |
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SEE REVERSE SIDE |
FOR the nominees listed below (except as marked to the contrary below) | WITHHOLD AUTHORITY (to vote for the nominees listed below) | ||
1. PROPOSAL 1-Election of Director | o | o | |
(Instructions: To withhold authority to vote for the nominee, strike a line through the nominee's name in the list below.) | |||
01 Brain W. Dunham for a three year term, expiring in 2009 | |||
02 Richard A. Roman for a three year term, expiring in 2009 | |||
03 Wayne B. Kingsley for a one year term, expiring in 2007 | |||
2. | Upon such other matters as may properly come before, or incident to the conduct of the Annual Meeting, the Proxy holders shall vote in such manner as they determine to be in the best interests of the Company. The Company is not presently aware of any such matters to be presented for action at the meeting. |
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. IF NO SPECIFIC DIRECTION ISGIVEN AS TO ANY OF THE ABOVE ITEMS, THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED INPROPOSAL 1. THE UNDERSIGNED SHAREHOLDER HEREBY ACKNOWLEDGES RECEIPT OF THE COMPANY'SPROXY STATEMENT AND HEREBY REVOKES ANY OTHER PROXY OR PROXIES PREVIOUSLY GIVEN. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE NOMINEES NAMED ABOVE. | I do | o | do not | o | plan to attend the meeting. (please check) | ||
Please sign exactly as your name appears on the Proxy Card. If shares are registered in more than one name, the signatures of all such persons are required. A corporation should sign in its full corporate name by a duly authorized officer, stating his/her title. Trustees, guardians, executors and administrators should sign in their official capacity, giving their full titles as such. If a partnership is signing, please sign in the partnership name by authorized person(s). If you receive more than one Proxy Card, please sign and return all such cards in the accompanying envelope. | |||||||
Signature | Signature | Dated: | , 2005 | ||||||||||
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner
as if you marked, signed and returned your proxy card.
Internet http://www.proxyvoting.com/nwpx Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. | OR | Telephone 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. | OR | Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
You can view the Annual Report and Proxy Statement
on the internet at www.nwpipe.com
NORTHWEST PIPE COMPANY
Proxy for Annual Meeting of Shareholders to be Held on May 9, 2006
The undersigned hereby names, constitutes and appoints William R. Tagmyer and Brian W. Dunham, or each of them acting in absence of the other, with full power of substitution, my true and lawful attorneys and Proxies for me and in my place and stead to attend the Annual Meeting of the Shareholders of Northwest Pipe Company (the "Company") to be held at 9:00 a.m. local time in Portland, Oregon on Tuesday, May 9, 2006 at the Heathman Hotel, 1001 SW Broadway, Portland, OR 97205 and at any adjournments or postponements thereof, and to vote all the shares of Common Stock held of record in the name of the undersigned on March 15, 2006, with all the powers that the undersigned would possess if he were personally present. | |
(Continued, and to be marked, dated and signed, on the other side) |
5 FOLD AND DETACH HERE 5
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