SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only |
x | Definitive Proxy Statement |
|
|
o | Definitive Additional Materials |
|
|
o | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
| HASTINGS MANUFACTURING COMPANY |
|
| (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 | No fee required. |
|
|
|
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 file fee is calculated and state how it was determined): |
|
|
|
| (4) | Proposed maximum aggregate value of transaction: |
|
|
|
| (5) | Total fee paid: |
|
|
|
|
|
|
| o | Fee paid previously with preliminary materials. |
|
|
|
| o | 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: |
|
|
|
| (2) | Form, Schedule or Registration Statement No.: |
|
|
|
| (3) | Filing party: |
|
|
|
| (4) | Date filed: |
|
|
|
HASTINGS MANUFACTURING COMPANY
325 North Hanover
Hastings, Michigan 49058
Telephone (616) 945-2491
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 2002
To our shareholders:
You are cordially invited to attend Hastings' annual meeting of shareholders at Hastings' headquarters located at 325 North Hanover, Hastings, Michigan, on Tuesday, May 14, 2002, at 9:00 a.m., local time. At the meeting, we will:
| 1. | elect two directors to three-year terms expiring in 2005; and |
|
|
|
| 2. | transact any other business that may properly come before the meeting and any adjournment of the meeting. |
You can vote at the meeting only if you were a shareholder of record at the close of business on March 19, 2002.
Your attention is directed to the enclosed proxy statement and proxy card. The Annual Report of Hastings for the year ended December 31, 2001 is also enclosed. These documents are being mailed to Hastings' shareholders on and after April 10, 2002.
YOUR VOTE IS IMPORTANT TO US. WE URGE YOU TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE. IF YOU ATTEND THE MEETING AND VOTE IN PERSON, THIS PROXY WILL NOT BE USED.
| By order of the board of directors /s/Richard L. Zwiernikowski RICHARD L. ZWIERNIKOWSKI |
April 10, 2002
HASTINGS MANUFACTURING COMPANY
325 North Hanover
Hastings, Michigan 49058
Telephone (616) 945-2491
ANNUAL MEETING OF SHAREHOLDERS
May 14, 2002
PROXY STATEMENT
Introduction |
General This proxy statement and the enclosed proxy card are being furnished to you in connection with the solicitation of proxies by Hastings Manufacturing Company's board of directors for use at the 2002 annual meeting of shareholders, and any adjournment of the meeting. In this proxy statement, "we," "us," "our" and "Hastings" refer to Hastings Manufacturing Company, and "you" and "your" refer to Hastings shareholders. Date, Time and Place You are cordially invited to attend the annual meeting of shareholders of Hastings. The annual meeting will be held at 9:00 a.m., local time, on Tuesday, May 14, 2002, at our headquarters, which are located at 325 North Hanover, Hastings, Michigan. Mailing Date This proxy statement is being mailed to Hastings shareholders on and after April 10, 2002. Purposes of the Meeting The purposes of the meeting are to consider and vote on: • the election of two directors to three-year | • such other business as may properly come Your board of directors recommends that you vote for the director nominees named in this proxy statement. How to Vote Your Shares You may vote at the meeting if you were a shareholder of record of Hastings common stock on March 19, 2002. Each such shareholder is entitled to one vote per share on each matter presented for a shareholder vote at the meeting. As of March 19, 2002, there were 761,726 shares of Hastings common stock issued and outstanding. If you properly sign the enclosed proxy card and return it to us before the meeting, shares of Hastings common stock represented by that proxy card will be voted at the annual meeting and any adjournment of the annual meeting. If you specify a choice, the proxy card will be voted as you have specified. If you do not specify a choice, your shares will be voted (1) for the election of the director nominees named in this proxy statement and (2) with respect to any other matter that may properly come before the meeting, in accordance with the discretion of the individuals named as proxies on the proxy card. |
Revoking Your Proxy You may revoke your proxy at any time before it is voted at the annual meeting by: • giving written notice of revocation to the • submitting a proxy card bearing a later • attending the meeting and voting in person. Your attendance at the annual meeting will not, by itself, revoke your proxy. "Street Name" Holders If you are not a shareholder of record of Hastings, but instead hold your shares in "street name," which means that your shares are registered in the name of a bank, broker or other nominee, which we will collectively refer to as your "broker," your broker must vote your shares in the manner you direct if you provide it with proper and timely voting instructions. Please check the voting forms and instructions provided by your broker or its agent. If you are a street name holder and want to change your vote, please contact your broker. | Quorum and Required Vote Quorum. The presence in person or by proxy of the holders of a majority of the outstanding shares of Hastings common stock is necessary to constitute a quorum. In determining the presence or absence of a quorum for the meeting, we will count as present and represented at the meeting all shares for which we receive a proxy or vote, including abstentions and shares represented by a broker non-vote on any matter. Required Vote for Election of Directors. Generally, a plurality of the shares voting is required to elect directors. This means that if there are more nominees than positions to be filled, the nominees who receive the most votes will be elected. In counting votes on the election of directors, abstentions, broker non-votes and other shares not voted will be counted as not voted. These shares will be deducted from the total shares of which a plurality is required. Required Vote for Other Matters. We do not know of any other matters to be presented at the meeting. Generally, any other proposal to be voted on at the meeting would be approved if a majority of the shares present or represented by proxy at the meeting and entitled to vote on the proposal are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted in person or by proxy will not be included in the vote count to determine if a majority of shares voted in favor of each proposal. |
Election of Directors |
Nominees for Election The board of directors has nominated the following two persons for election to the board of directors for three-year terms expiring at Hastings' annual meeting of shareholders in 2005, or until their respective successors are elected and qualified: Andrew F. Johnson Both of the nominees are currently directors of Hastings whose current terms will expire at the 2002 annual meeting. Each nominee is willing to be elected and serve as a director. However, if either or both of the nominees should become unable or unwilling to serve which we do not contemplate Hastings' incumbent board of directors may or may not select a substitute nominee or nominees. | If a substitute nominee is selected, the shares represented by your proxy will be voted for the election of the substitute nominee, unless you give other instructions. If a substitute nominee is not selected, the shares represented by your proxy will be voted for the remaining nominee. No proxy will be voted for more than two nominees. The designated proxies intend to vote for the election of the nominees named above. Your board of directors recommends that you voteFOR both nominees. Biographical information for each nominee is set forth below under the heading "Directors and Executive Officers," beginning on page 7. |
Ownership of Hastings Stock |
The board fixed the close of business on March 19, 2002 as the record date for determining the shareholders entitled to notice of and to vote at the annual meeting. At the close of business on March 19, 2002, there were 761,726 issued and outstanding shares of Hastings common stock.
Five-Percent Shareholders
The following table sets forth information concerning the number of shares of Hastings common stock held by each person or other entity known to Hastings to have been the beneficial owner of more than five percent of Hastings' outstanding common stock as of March 19, 2002 (or any different dates that are set forth in the footnotes following the table):
Name and Address |
| Amount of |
| Nature of |
|
|
|
|
|
|
|
|
|
|
|
The Johnson Family Group(1) |
| 394,534 shares | Sole voting and dispositive power |
| 51.0 |
| |
c/o Stephen I. Johnson |
| 394,534 shares | Shared voting or dispositive power |
| 51.0 |
| |
907 West Madison |
| 394,534 shares | Total beneficial ownership |
| 51.0 |
| |
Hastings, Michigan 49058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. S. Johnson(2) |
| 67,575 shares |
| Sole voting and dispositive power |
| 8.8 |
|
c/o Hastings Mfg. Co. |
| 159,882 shares | Shared voting or dispositive power |
| 21.0 |
| |
325 North Hanover |
| 227,457 shares | Total beneficial ownership |
| 29.6 |
| |
Hastings, Michigan 49058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew F. Johnson(3) |
| 29,522 shares | Sole voting and dispositive power |
| 3.8 |
| |
c/o Hastings Mfg. Co. |
| 164,153 shares | Shared voting or dispositive power |
| 21.6 |
| |
325 North Hanover |
| 193,675 shares | Total beneficial ownership |
| 25.2 |
| |
Hastings, Michigan 49058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen I. Johnson(4) |
| 0 shares |
| Sole voting and dispositive power |
| 0.0 |
|
907 West Madison |
| 68,686 shares | Shared voting or dispositive power |
| 9.0 |
| |
Hastings, Michigan 49058 |
| 68,686 shares | Total beneficial ownership |
| 9.0 |
| |
|
|
|
|
|
|
|
|
Dimensional Fund |
| 46,100 shares |
| Sole voting and dispositive power |
| 6.1 |
|
Advisors Inc.(5) |
| 0 shares |
| Shared voting or dispositive power |
| 0.0 |
|
1299 Ocean Ave., 11th Floor |
| 46,100 shares |
| Total beneficial ownership |
| 6.1 |
|
Santa Monica, California 90401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amici Associates and |
| 71,200 shares |
| Sole voting and dispositive power |
| 9.3 |
|
The Collectors' Fund(6) |
| 0 shares |
| Shared voting or dispositive power |
| 0.0 |
|
100 Park Avenue |
| 71,200 shares |
| Total beneficial ownership |
| 9.3 |
|
New York, New York 10017 |
|
|
|
|
|
|
|
__________________________________
(1) Based on information provided by the Stephen I. Johnson Family Group. On October 26, 1982, the Johnson Family Group filed a report on Schedule 13D with the Securities and Exchange Commission ("SEC") in connection with a tender offer that terminated in January 1983. The most recent amendment to the Johnson Family Group's Schedule 13D was Amendment No. 4, which was filed with the SEC on February 12, 2001. The Johnson Family Group consists primarily of family members and close relatives
of Stephen I. Johnson. As indicated in footnotes 2, 3 and 4 below, the shares indicated as beneficially owned by Stephen I. Johnson, Mark R. S. Johnson and Andrew F. Johnson are also included in the amounts beneficially owned by the Johnson Family Group.
(2) All of these shares are included in the shares held by the Johnson Family Group. In addition, the number of shares included in the row entitled "Sole voting and dispositive power" includes 6,000 shares that are subject to options held by Mr. Johnson that were exercisable on March 19, 2002 or that will become exercisable within 60 days after March 19, 2002. The number of shares included in the row entitled "Shared voting or dispositive power" includes (a) 158,532 shares owned by S&I Johnson Limited Partnership and (b) 1,350 shares that are owned by Mr. Johnson's spouse individually. SAMCO, Inc., of which Mr. Johnson is an officer and director, is the general partner of S&I Johnson Limited Partnership. A trust of which Mr. Johnson is co-trustee is the majority shareholder of SAMCO.
(3) All of these shares are included in the shares held by the Johnson Family Group. In addition, the number of shares included in the row entitled "Sole voting and dispositive power" includes 6,000 shares that are subject to options held by Mr. Johnson that were exercisable on March 19, 2002 or that will become exercisable within 60 days after March 19, 2002. The number of shares included in the row entitled "Shared voting or dispositive power" includes (a) 158,532 shares owned by S&I Johnson Limited Partnership and (b) 5,621 shares are owned by a trust of which Mr. Johnson's spouse is trustee. SAMCO, Inc., of which Mr. Johnson is an officer and director, is the general partner of S&I Johnson Limited Partnership. A trust of which Mr. Johnson is co-trustee is the majority shareholder of SAMCO.
(4) The shares included in the row entitled "Shared voting or dispositive power" consist of shares held by trusts of which Mr. Johnson is a co-trustee. All of these shares are included in the shares held by the Johnson Family Group.
(5) Based on information set forth in a report on Schedule 13G dated January 30, 2002. Dimensional Fund Advisors Inc., a registered investment advisor, indicated in this Schedule 13G that it is deemed to have beneficial ownership of 46,100 shares of common stock as of December 31, 2001, all of which shares are held in portfolios of four registered investment companies to which Dimensional provides investment advice, or in certain other investment vehicles for which Dimensional serves as investment manager. Dimensional disclaims beneficial ownership of all these shares.
(6) Based on information set forth in a report on Schedule 13D dated February 21, 1991, as amended on April 8, 1991 and December 6, 1995.
Stock Ownership by Management
The following table shows the number of shares of Hastings common stock beneficially owned as of March 19, 2002 by each of Hastings' directors, each of the named executive officers (as defined in the Summary Compensation Table) and by all of Hastings' directors and executive officers as a group.
|
| Amount of |
|
|
|
|
| |
|
|
|
|
|
|
|
| |
Mark R. S. Johnson(2) |
| 67,575 shares |
| Sole voting and dispositive power |
| 8.8 |
|
|
|
| 159,882 shares |
| Shared voting or dispositive power |
| 21.0 |
|
|
|
| 227,457 shares |
| Total beneficial ownership |
| 29.6 |
|
|
|
|
|
|
|
|
|
|
|
Andrew F. Johnson(3) |
| 29,522 shares |
| Sole voting and dispositive power |
| 3.8 |
|
|
|
| 164,153 shares |
| Shared voting or dispositive power |
| 21.6 |
|
|
|
| 193,675 shares |
| Total beneficial ownership |
| 25.2 |
|
|
|
|
|
|
|
|
|
|
|
William R. Cook |
| 4,100 shares |
| Sole voting and dispositive power |
| * |
|
|
|
| 400 shares |
| Shared voting or dispositive power |
| * |
|
|
|
| 4,100 shares |
| Total beneficial ownership |
| * |
|
|
|
|
|
|
|
|
|
|
|
Monty C. Bennett |
| 6,160 shares |
| Sole voting and dispositive power |
| * |
|
|
|
| 0 shares |
| Shared voting or dispositive power |
| * |
|
|
|
| 6,160 shares |
| Total beneficial ownership |
| * |
|
|
|
|
|
|
|
|
|
|
|
Dale W. Koop |
| 5,560 shares |
| Sole voting and dispositive power |
| * |
|
|
|
| 0 shares |
| Shared voting or dispositive power |
| * |
|
|
|
| 5,560 shares |
| Total beneficial ownership |
| * |
|
|
|
|
|
|
|
|
|
|
|
Neil A. Gardner |
| 2,620 shares |
| Sole voting and dispositive power |
| * |
|
|
|
| 0 shares |
| Shared voting or dispositive power |
| * |
|
|
|
| 2,620 shares |
| Total beneficial ownership |
| * |
|
|
|
|
|
|
|
|
|
|
|
Douglas A. DeCamp |
| 4,500 shares |
| Sole voting and dispositive power |
| * |
|
|
|
| 0 shares |
| Shared voting or dispositive power |
| * |
|
|
|
| 4,500 shares |
| Total beneficial ownership |
| * |
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Bellgraph |
| 5,660 shares |
| Sole voting and dispositive power |
| * |
|
|
|
| 0 shares |
| Shared voting or dispositive power |
| * |
|
|
|
| 5,660 shares |
| Total beneficial ownership |
| * |
|
|
|
|
|
|
|
|
|
|
|
All directors and |
| 136,227 shares |
| Sole voting and dispositive power |
| 17.1 |
|
|
executive officers |
| 165,903 shares |
| Shared voting or dispositive power |
| 21.8 |
|
|
as group (11 persons) |
| 301,730 shares |
| Total beneficial ownership |
| 37.9 |
|
|
_____________________
* = less than 1%.
(1) The percentages set forth in this column were calculated on the basis of 761,726 shares of common stock outstanding as of March 19, 2002, plus shares of common stock subject to options held by the listed person and that were exercisable on March 19, 2002 or that will become exercisable within 60 days after March 19, 2002. Shares subject to such options are considered to be outstanding for purposes of this chart. The number of shares subject to such options for each listed person is set forth below:
| Mark R. S. Johnson | 6,000 |
|
| Andrew F. Johnson | 6,000 |
|
| William R. Cook | 2,500 |
|
| Monty C. Bennett | 3,200 |
|
| Dale W. Koop | 3,200 |
|
| Neil A. Gardner | 2,500 |
|
| Douglas A. DeCamp | 2,500 |
|
| Thomas J. Bellgraph | 3,200 |
|
| All directors and executive officers |
|
|
(2) | See footnote 2 to the preceding table for more information regarding Mark R. S. Johnson's stock ownership. |
|
|
(3) | See footnote 3 to the preceding table for more information regarding Andrew F. Johnson's stock ownership. |
Directors and Executive Officers |
The following table contains certain information concerning each director, nominee for director and executive officer, supplied by them as of December 31, 2001.
Except as noted below, each person listed above has been engaged in the same principal occupation for more than five years. No director or nominee for director is the director of any company that has a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or that is subject to Section 15(d) of the Securities Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
There are no family relationships (closer than first cousin) between any of the persons named below, except that Mark R. S. Johnson and Andrew F. Johnson are brothers.
Nominee to be Elected to Three-Year Terms Expiring in 2005
Andrew F. Johnson (age 53) | Andrew F. Johnson has been Hastings' President since November 2001. From 1994 to November 2001, he was Hastings' Co-Chief Executive Officer and President Operations. He began his career with Hastings in 1973. He has been a director of Hastings since 1977. |
|
|
William R. Cook (age 60) | Mr. Cook has been the President of Pidgas, Inc., an investment and real estate holdings company located in Hastings, Michigan, since 1992. He has been a director of Hastings since 1977. |
Continuing Directors With Terms Expiring in 2003
Mark R. S. Johnson (age 54) | Mark R. S. Johnson has been Hastings' Chairman of the Board and Chief Executive Officer since November 2001. From 1994 to November 2001, he was Hastings' Co-Chief Executive Officer and PresidentMarketing. He began his career with Hastings in 1971. He has been a director of Hastings since 1977. |
|
|
Dale W. Koop (age 62) | Mr. Koop retired as an officer and employee of Hastings effective December 31, 2001. He had been Hastings' Vice President of Engineering since 1982. He began his career with Hastings in 1966. He has been a director of Hastings since 1982. |
|
|
Douglas A. DeCamp (age 64) | Mr. DeCamp has been the President and CEO of FHI, Inc. (formerly Flexfab, Inc.), a producer of high-performance, polymer-based components and systems, located in Hastings, Michigan, since 1984. He has been a director of Hastings since 1984. |
Continuing Directors With Terms Expiring in 2004
Neil A. Gardner (age 55) | Mr. Gardner has been the Executive Vice President of Hastings City Bank, Hastings, Michigan, since 1976. He has been Vice President and Secretary of HBC Financial Corp., the parent company of Hastings City Bank, since 1986. He has been a director of Hastings since 1983. | |
|
| |
Monty C. Bennett (age 64) | Mr. Bennett has been a Vice President of Hastings since November 2001. From 1986 to November 2001, he was Hastings' Vice President of Employee Relations. He also served as Hastings' Secretary from 1982 to 2001. He began his career with Hastings in 1958. He has been a director of Hastings since 1982. |
Executive Officers Who Are Not Directors
Thomas J. Bellgraph (age 50) | Mr. Bellgraph has been Hastings' Vice President of Corporate Administration since November 2001 and its Treasurer since 1986. From 1996 to November 2001, he served as Hastings' Vice President of Finance. He joined Hastings in 1979. |
|
|
Stephen G. Uhen (age 52) | Mr. Uhen has been Hastings' Vice President of Information Services since December 1997. He served as Hastings' Information Services Manager from November 1995 to December 1997, and as its Systems Programs Manager from 1988 to 1995. |
|
|
Jeffrey P. Guenther (age 39) | Mr. Guenther has been Hastings' Vice President of Global Automotive Aftermarket since November 2001. From June 1998 to November 2001, he served as Hastings' Vice President of Marketing. He served as Hastings' Marketing and Sales Director from July 1997 through June 1998, and as its Marketing Coordinator from 1987 to 1997. |
|
|
Timothy P. Vehlewald (age 45) | Mr. Vehlewald has been Hastings' Vice President of Strategic Development since February 2002. From August 1996 to February 2002, he was president of ACL Automotive America, Inc., a manufacturer of automotive components. |
Board Committees Hastings' board of directors has three standing committees: the Audit Committee, the Compensation Committee, and the Strategic Planning Committee. Audit Committee. The following outside directors currently serve on the Audit Committee: William R. Cook (Chairman), Douglas A. DeCamp and Neil A. Gardner. The Audit Committee's primary functions are to review and monitor the adequacy of corporate financial reporting, accounting systems and controls; to help ensure that Hastings prepares externally distributed financial statements that are complete, accurate and in accordance with generally accepted accounting principles; and to help ensure compliance with Hastings' internal policies, standards of business conduct and external regulatory requirements. The Audit Committee also discusses the results of the audit with the independent auditors. During 2001, the Audit Committee met two times. As required by SEC rules, the members of the Audit Committee have included in this proxy statement a report on their activities. See "Audit Committee Report," on page 18. Hastings' board of directors had adopted a written charter for the Audit Committee, a copy of which was attached as Appendix B to last year's proxy statement. Hastings believes that all of the members of the Audit Committee are "independent," as that term is defined in Section 121(A) of the American Stock Exchange's listing standards. Compensation Committee. The following outside directors currently serve on the Compensation Committee: William R. Cook (Chairman), Douglas A. DeCamp and Neil A. Gardner. The Compensation Committee's primary function is to determine if director and officer compensation by Hastings is comparable to industry standards and to make appropriate recommendations to the board of directors regarding compensation. The Compensation Committee met one time in 2001. As required by SEC rules, the members of the Compensation Committee have included | in this proxy statement a report on executive compensation. See "Compensation Committee Report on Executive Compensation," beginning on page 16. Strategic Planning Committee. The Strategic Planning Committee's function is to consider and develop strategic policies and proposals intended to enhance shareholder value in the long or short term and to make recommendations to the board of directors with respect to any such policy or proposal. The Strategic Planning Committee has discretionary authority to review and negotiate any sale or merger proposal received by Hastings and to make recommendations to the board of directors with respect to any such proposal. The members of the committee may only consist of members of the board of directors who are not and have not for a five-year period been officers or employees of Hastings. The current members of the Strategic Planning Committee are Neil A. Gardner (Chairman), William R. Cook and Douglas A. DeCamp. The Strategic Planning Committee met three times in 2001. Board Meetings During 2001, there were seven meetings of the full board of directors. All directors attended at least 75% of the total number of meetings of the board of directors and meetings of committees on which they served during the year. Compensation of Directors All directors who are not full-time employees of Hastings are paid a fee of $700 for each regular or special meeting of the board of directors and $700 for each committee meeting that they attend. Directors who are full-time employees of Hastings do not receive additional compensation for attending board meetings. Shareholder Nominations of Directors The Hastings board of directors does not have a standing committee for nominating individuals for election as directors. The Hastings board of directors typically selects its nominees for election to the new board of directors at its first meeting each year in either January or February. |
The Hastings board of directors will consider nominees recommended by shareholders, provided that such nominations are timely submitted in accordance with Hastings' bylaws. To be timely, nominations by shareholders should be submitted at least 120 days before an annual meeting of shareholders or, in the case of a special meeting at which directors will be elected, not more than seven days after the notice of such special meeting. All shareholder nominations should be in writing and state: • the name, age and business and residence | • his or her principal occupation or • the number of shares of Hastings common • a statement that the nominee • such other information concerning Hastings' board of directors will not consider any nomination that does not provide this information. |
Executive Compensation |
Compensation Summary Compensation on an accrual basis during 2001, 2000 and 1999 for the Co-Chief Executive Officers of Hastings and for the three most highly compensated executive officers, other than the Co-Chief Executive Officers, who earned over $100,000 in salary and bonus in 2001 (the "named executive officers") is set forth together with certain other information in | the following table. Hastings' executive officers are appointed annually by and serve at the pleasure of the board of directors. As noted above, Mr. Mark R. S. Johnson and Mr. Andrew F. Johnson no longer serve as Co-Chief Executive Officers; instead, Mr. Mark R. S. Johnson is now Chairman and Chief Executive Officer and Mr. Andrew F. Johnson is now President. |
SUMMARY COMPENSATION TABLE
|
|
|
|
| Annual |
|
| Long-Term |
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
| Awards |
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Securities |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Mark R. S. Johnson |
| 2001 |
| $ | 222,124 |
| $ | 0 |
| $ | 6,180 |
|
| 1,800 |
|
| $ | 12,792 |
|
|
Chairman and Chief |
| 2000 |
|
| 220,507 |
|
| 0 |
|
| 5,875 |
|
| 1,500 |
|
|
| 12,876 |
|
|
Executive Officer |
| 1999 |
|
| 213,581 |
|
| 0 |
|
| 9,625 |
|
| 1,500 |
|
|
| 12,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Andrew F. Johnson |
| 2001 |
| $ | 222,124 |
| $ | 0 |
| $ | 4,120 |
|
| 1,200 |
|
| $ | 12,792 |
|
|
President |
| 2000 |
|
| 220,507 |
|
| 0 |
|
| 5,875 |
|
| 1,500 |
|
|
| 12,876 |
|
|
|
| 1999 |
|
| 213,581 |
|
| 0 |
|
| 9,625 |
|
| 1,500 |
|
|
| 12,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Dale W. Koop |
| 2001 |
| $ | 115,947 |
| $ | 0 |
| $ | 0 |
|
| 800 |
|
| $ | 8,728 |
|
|
Vice President of |
| 2000 |
|
| 115,102 |
|
| 0 |
|
| 3,525 |
|
| 800 |
|
|
| 8,130 |
|
|
Engineering (retired) |
| 1999 |
|
| 111,487 |
|
| 0 |
|
| 5,775 |
|
| 800 |
|
|
| 10,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Thomas J. Bellgraph |
| 2001 |
| $ | 110,210 |
| $ | 0 |
| $ | 3,090 |
|
| 800 |
|
| $ | 7,650 |
|
|
Vice President of |
| 2000 |
|
| 109,407 |
|
| 0 |
|
| 3,525 |
|
| 800 |
|
|
| 7,666 |
|
|
Corporate Administration |
| 1999 |
|
| 105,522 |
|
| 0 |
|
| 5,775 |
|
| 800 |
|
|
| 10,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Monty C. Bennett |
| 2001 |
| $ | 107,129 |
| $ | 0 |
| $ | 3,090 |
|
| 800 |
|
| $ | 7,738 |
|
|
Vice President |
| 2000 |
|
| 105,568 |
|
| 0 |
|
| 3,525 |
|
| 800 |
|
|
| 7,825 |
|
|
|
| 1999 |
|
| 103,008 |
|
| 0 |
|
| 5,775 |
|
| 800 |
|
|
| 9,873 |
|
|
(1) The values of restricted stock awards reported in this column are calculated using the closing market price of common stock on the date of grant. As of the end of Hastings' 2001 fiscal year, each of the named executive officers held shares of restricted stock. Dividends are paid on shares of restricted stock at the same rate dividends are paid on common stock. The number of shares of restricted stock held by each named individual and the aggregate value of those shares at the end of Hastings' 2001 fiscal year (based on the closing price of common stock on December 31, 2001, which was $5.10 per share), without giving effect to the diminution of value attributable to the restrictions on the stock, are set forth below:
|
| Number |
| Aggregate |
|
|
|
|
|
|
|
| Mark R. S. Johnson | 4,760 |
| $24,276 |
|
| Andrew F. Johnson | 4,360 |
| 22,236 |
|
| Dale W. Koop | 2,160 |
| 11,016 |
|
| Thomas J. Bellgraph | 2,460 |
| 12,546 |
|
| Monty C. Bennett | 2,760 |
| 14,076 |
|
See "Compensation Committee Report on Executive Compensation Restricted Stock Plan" beginning on page 17 for information concerning the vesting of shares awarded under the Restricted Stock Plan. Performance goals under the Restricted Stock Plan were not met in 2001.
(2) All other compensation includes: (a) company matching contributions under the Hastings Savings Plan and (b) company profit-sharing contributions to the Hastings Savings Plan. See "Deferred Compensation" on page 13. The amounts included for each factor in 2001 are:
|
|
| (a) |
|
| (b) |
|
|
| $ |
|
|
|
|
|
| Mark R. S. Johnson |
| 4,200 |
| $ | 8,592 |
|
| Andrew F. Johnson |
| 4,200 |
|
| 8,592 |
|
| Dale W. Koop |
| 2,520 |
|
| 6,208 |
|
| Thomas J. Bellgraph |
| 2,645 |
|
| 5,005 |
|
| Monty C. Bennett |
| 2,520 |
|
| 5,218 |
|
Stock Options Hastings' Stock Option and Restricted Stock Plan of 1997 provides that stock options, restricted stock and tax benefit rights may be granted or awarded under the plan to corporate and subsidiary directors, officers and key | employees of Hastings with respect to 76,000 shares of Hastings common stock. The following tables set forth certain information concerning stock options granted under the option plan to the named executive officers during 2001 and the options held by them at year-end. |
OPTION GRANTS IN LAST FISCAL YEAR
|
|
|
| Percent of Total |
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| 5% |
| 10% |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Mark R. S. Johnson |
| 1,800 |
|
| 20.9 | % |
| $ 5.15 |
| 12/03/2011 |
|
| $5,830 |
| $ | 14,774 |
|
Andrew F. Johnson |
| 1,200 |
|
| 14.0 | % |
| $ 5.15 |
| 12/03/2011 |
|
| $3,887 |
| $ | 9,849 |
|
Dale W. Koop |
| 800 |
|
| 9.3 | % |
| $ 5.15 |
| 12/03/2011 |
|
| $2,591 |
| $ | 6,566 |
|
Thomas J. Bellgraph |
| 800 |
|
| 9.3 | % |
| $ 5.15 |
| 12/03/2011 |
|
| $2,591 |
| $ | 6,566 |
|
Monty C. Bennett |
| 800 |
|
| 9.3 | % |
| $ 5.15 |
| 12/03/2011 |
|
| $2,591 |
| $ | 6,566 |
|
(1) The percentages in this column were based on options to purchase a total of 8,600 shares of common stock granted in 2001, which excludes 2,400 shares granted to non-employee directors.
FISCAL YEAR-END OPTION VALUES(1)
|
| Number of |
| Value of Unexercised |
| |||||
Name |
| Exercisable |
| Unexercisable |
| Exercisable |
| Unexercisable |
| |
|
|
|
|
|
|
|
|
|
|
|
Mark R. S. Johnson |
| 6,000 |
| 1,800 |
|
| $ 0 |
| $ 0 |
|
Andrew F. Johnson |
| 6,000 |
| 1,200 |
|
| $ 0 |
| $ 0 |
|
Dale W. Koop |
| 3,200 |
| 800 |
|
| $ 0 |
| $ 0 |
|
Thomas J. Bellgraph |
| 3,200 |
| 800 |
|
| $ 0 |
| $ 0 |
|
Monty C. Bennett |
| 3,200 |
| 800 |
|
| $ 0 |
| $ 0 |
|
(1) None of the above-named persons exercised any options during 2001.
(2) None of these options are considered "in the money" because their exercise prices were higher than the market value of Hastings common stock as of December 31, 2001 ($5.10 per share).
Deferred Compensation In 1986, Hastings adopted a defined contribution 401(k) profit-sharing plan known as the Hastings Savings Plan. This plan is administered by Hastings and is available to all salaried employees. Individual accounts are maintained for contributions made on behalf of each employee and each employee has a choice of investment options as to the balance in his or her account. There are four types of contributions to the plan: • subject to maximum limits established • Hastings makes matching contributions • annually, from net profits, Hastings | percent of the employee's compensation in • Hastings may make discretionary Benefits are payable at age 65 (normal retirement) or upon total disability, death or early employment termination. There are vesting requirements for Hastings' profit-sharing and discretionary contributions, but not for an employee's voluntary or Hastings' matching contributions. For employees who became participants prior to January 1, 1989, the vesting schedule is 40 percent vesting after 4 years of service, with 100 percent vesting after 5 years of service. For employees who became participants on or after January 1, 1989, the vesting schedule is 100 percent after 5 years of service. |
Stock Performance |
The following graph compares the cumulative total shareholder return on Hastings common stock to the American Stock Market (AMEX) Market Index and a peer group index. The AMEX Market Index is a broad equity market index published by the American Stock Exchange. The peer group index is based upon the cumulative total shareholder return on the common stock of the companies in the automotive parts and accessories industry that are listed in footnote 1 beginning on page 15. | The returns of each member of the peer group are weighted according to the respective issuer stock market capitalization at the beginning of each period for which a return is indicated. Both indices assume dividend reinvestment. Cumulative total return is measured by dividing (1) the sum of (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the share price at the end and the beginning of the measurement period, by (2) the share price at the beginning of the measurement period. |
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
(Assumes $100 invested on December 31, 1996 and reinvestment of dividends)
The table below shows dollar values for cumulative total shareholder return plotted in the graph above as of December 31 for each of the following years.
|
| 1996 |
|
| 1997 |
|
| 1998 |
|
| 1999 |
|
| 2000 |
|
| 2001 |
|
Hastings | $ | 100.00 |
| $ | 163.31 |
| $ | 145.06 |
| $ | 68.81 |
| $ | 45.65 |
| $ | 44.88 |
|
AMEX Market Index |
| 100.00 |
|
| 120.33 |
|
| 118.69 |
|
| 147.98 |
|
| 146.16 |
|
| 139.43 |
|
Peer Group Index(1) |
| 100.00 |
|
| 127.67 |
|
| 130.28 |
|
| 110.35 |
|
| 88.78 |
|
| 112.04 |
|
______________________________
(1) The companies used to create the Peer Group Index are those included in the Media General Financial Services, Inc. Industry Group 333, which consists of publicly traded companies that manufacture motor vehicle parts and accessories, but do not engage in manufacturing complete car bodies. The following companies are currently included in this Industry Group:
Advanced Engine Technologies, |
| Federal-Mogul Corporation |
| Sports Resorts International, Inc. |
Shareholders may obtain more information about Media General Financial Services, Inc. Industry Group 333 by visiting Media General Financial Services' website at www.mgfs.com. The following companies were included in this Industry Group last year, but are not included this year: A.O. Smith Corporation; Affiliated Resources Corporation; Delco Remy International, Inc.; Global Technovations, Inc.; Hayes Lemmerz International, Inc.; Lund International Holdings, Inc.; and U.S. Automotive Manufacturing, Inc. Intier Automotive Inc.; Regency Affiliates, Inc.; Sense Technologies Inc.; Tayco Developments, Inc.; and Vector Holdings Corporation were not included in this Industry Group last year but were added this year.
Compensation Committee Report on Executive Compensation |
Hastings' executive compensation policy is formulated and recommended to the board by the Compensation Committee of the board of directors. The Compensation Committee also administers Hastings' compensation plans. The Compensation Committee evaluates annual salaries and incentive compensation plans for the executive officers and recommends the salaries and compensation to the board. The board of directors makes the final decision on whether to adopt the Compensation Committee's recommendations. Compensation Policies For Executive Officers The Compensation Committee's executive compensation philosophy is intended to: • provide competitive levels of • "tie" or "couple" officers' compensation • reward good corporate performance; • recognize individual achievement; and • allow Hastings to attract and retain The Compensation Committee's compensation policy provides that a significant portion of each executive officer's annual compensation must relate to, and be contingent upon, Hastings' performance. The Compensation Committee believes that this policy enhances shareholder value by rewarding executive officers for profitable growth of Hastings. Section 162(m) of the Internal Revenue Code includes potential limitations on the deductibility of compensation in excess of $1 million paid to certain executive officers. Hastings has examined its executive compensation policies in light of Section 162(m) and will continue to assess the impact of Section 162(m) and take action to assure that | appropriate levels of deductibility are maintained. We do not expect that any portion of Hastings' deduction for employee remunerations will be disallowed in 2001 or 2002. Compensation for executive officers is comprised of three primary components: • base salary; • an annual incentive bonus; and • restricted stock awards and/or stock option Executive officers also receive various fringe benefits that are offered to other employees, including health and life insurance benefits and company contributions to their Hastings Savings Plan accounts. See "Deferred Compensation" on page 13. Base Salary Hastings seeks to attract and retain executives by providing base salaries that are generally competitive with salaries paid for comparable positions with companies of similar general type and size in the marketplace. Hastings obtains comparable salary information through various surveys. The skill and experience required by the position, job performance, accountability, length of service and current economic conditions also affect what an officer earns as a base salary. In general, the Compensation Committee reviews the base salary of executive officers on an annual basis. Annual salary adjustments are determined by evaluating comparable salaries for executives at other companies, the job performance of the officer and any increase in responsibilities of the officer. Annual Cash Incentive Bonus Hastings' executive officers may receive an annual cash incentive bonus that is based on Hastings' operating performance and |
consolidated net income before income tax expense. Stock Option and Restricted Stock Plan of 1997 Hastings' stock option plan provides that stock options, restricted stock and tax benefit rights may be granted or awarded under the plan to corporate and subsidiary directors, officers and key employees of Hastings with respect to 76,000 shares of Hastings' common stock. The Compensation Committee believes that the stock option plan helps to align the interests of Hastings' executive officers and key employees with those of Hastings and its shareholders. This is because awards under the stock option plan become more valuable as Hastings' stock price increases. The stock option plan is administered by the Compensation Committee, which makes recommendations to the board of directors as to the participants who should receive incentive awards under the plan, the number of options or other incentive awards that should be awarded, the terms of each grant, and other determinations necessary under the plan. Thus far, the Compensation Committee has made these determinations five times, in December 1997, 1998, 1999, 2000 and 2001. The committee intends to continue making its determinations on an annual basis and in making its determinations will consider, among other things, company performance and individual participant achievement during the year. Restricted Stock Plan Hastings also provides executive officers and certain other key employees with incentives to increase Hastings' long-term profitability by a restricted stock plan that was established in 1990. Like the stock option plan, the Compensation Committee believes that the restricted stock plan helps to align the interests of Hastings' executive officers and key employees with those of Hastings and its shareholders by encouraging and promoting stock ownership by management. The Compensation Committee believes that the restricted stock plan will result in better long- | term performance for Hastings and its shareholders. Hastings currently has no target ownership level for equity holdings by officers or directors. The restricted stock plan is administered by the Compensation Committee, which consists of three outside directors who are not eligible to participate in the restricted stock plan. Every award of Hastings common stock under the restricted stock plan will be subject to two types of restriction. The first restriction is based on a continuation of employment for five years (except in the case of retirement with prior approval, death or disability); otherwise, the recipient forfeits the unvested portion of any restricted stock held by him or her. Second, a portion of each award of restricted stock is also tied to achievement of certain performance goals established by the Compensation Committee. The performance goals may be company-wide, subsidiary-wide or division-wide or tailored to the individual recipient. The performance goals have generally been based on the annual net income per share performance of Hastings or the ratio of pre-tax income to net sales. If Hastings meets or exceeds the performance goals for a particular year, then the recipient will become the owner of 20% of his or her restricted stock award. If Hastings (or the individual, if applicable) fails to meet the performance goals, then the recipient will forfeit all interest in 20% of his or her restricted stock award. In other words, as long as Hastings (or the individual, if applicable) meets the performance goals, then the recipient may keep the shares of stock awarded to him or her under the plan. All recommendations of the Compensation Committee relating to 2001 compensation were unanimously approved by the board of directors without modification. Respectfully submitted, William R. Cook |
Audit Committee Report |
On behalf of the board of directors, the Audit Committee reviews and supervises Hastings' procedures for recording and reporting the financial results of its operations. Hastings' management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. As part of its supervisory duties, the Audit Committee has reviewed Hastings' audited financial statements for the year ended December 31, 2001 and has discussed those financial statements with Hastings' management. The Audit Committee has also discussed with Hastings' independent auditors, who are responsible for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles, the judgments of the independent auditors concerning the quality of Hastings' accounting principles and such other matters that are required under generally accepted auditing standards to | be discussed with the independent auditors. In addition, the Audit Committee has received from the independent auditors the written disclosures required by the Independence Standards Board, has discussed their independence from Hastings and Hastings' management with them, and has considered the compatibility of non-audit services with their independence. After and in reliance upon the reviews and discussions described above, the Audit Committee recommended to Hastings' board of directors that the audited financial statements for the year ended December 31, 2001 be included in Hastings' Annual Report on Form 10-K for the year then ended to be filed with the SEC. Respectfully submitted, William R. Cook |
Other Matters |
Compensation Committee Interlocks and Insider Participation The following directors were members of the Compensation Committee during 2001: William R. Cook, Douglas A. DeCamp and Neil A. Gardner. During 2001, Andrew F. Johnson, President of Hastings, served as a director of Hastings City Bank and HCB Financial Corp., of both of which Neil A. Gardner is an executive officer. Independent Auditors The board of directors has selected the firm of BDO Seidman, LLP, Grand Rapids, Michigan, as independent auditors to audit the consolidated financial statements of Hastings and its subsidiaries for the fiscal year ending December 31, 2002. BDO Seidman has served as independent auditors for Hastings since 1971 and has audited Hastings' financial statements for the year ended December 31, 2001. A representative of BDO Seidman is expected to attend the annual meeting. The representative will have an opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions from shareholders. Audit Fees.BDO Seidman billed Hastings $117,304 for its professional services rendered and out-of-pocket expenses incurred in connection with the audit of Hastings' financial statements for the year ended December 31, 2001, and for reviews of the quarterly financial statements included in Hastings' Forms 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001. Financial Information Systems Design and Implementation Fees.No related fees were billed by BDO Seidman during 2001. All Other Fees.BDO Seidman billed Hastings $33,891 during 2001 for services rendered and out-of-pocket expenses incurred in connection with services other than those described above. These fees primarily relate to the preparation of Hastings' tax returns and the audit of its benefit plans. | Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act requires Hastings' directors and officers and individuals who beneficially own more than 10 percent of the outstanding shares of Hastings' common stock to file reports with the SEC concerning their beneficial ownership and changes in their ownership of shares of Hastings' common stock. These persons are required by SEC regulations to furnish to Hastings copies of all Section 16(a) reports they file. Based solely on its review of the copies of such reports received by it or written representations from certain reporting persons that no Forms 5 were required for those persons, Hastings believes that, from January 1 through December 31, 2001, all Section 16 reporting and filing requirements were fulfilled, except the following. Each of Messrs. Mark Johnson, Andrew Johnson, Cook, Foster, Bennett, Koop, Gardner, DeCamp, Bellgraph, Uhen and Guenther received option grants in December 2001. Each of these grants should have been reported on a Form 5. While none of the foregoing persons reported these grants on a Form 5 on a timely basis, they have all taken steps to make the proper filings. Shareholder Proposals To be considered timely, all shareholder proposals intended to be presented at the annual meeting of shareholders in the year 2003, whether or not intended for inclusion in Hastings' proxy statement and form of proxy relating to that meeting, must be received by Hastings not later than December 11, 2002. Shareholder proposals intended for consideration for inclusion in Hastings' proxy statement and form of proxy relating to that meeting should be made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934. All shareholder proposals should be addressed to the attention of Hastings' Secretary, Hastings Manufacturing Company, 325 North Hanover, Hastings, Michigan 49058. |
Other Business Hastings' board of directors is not aware of any other matters that may be presented to the shareholders for formal action at the annual meeting. If, however, any other matters properly come before the meeting or any adjournment of the meeting, the persons named as proxies in the enclosed proxy card intend to vote proxies in accordance with their best judgment on such matters. Solicitation of Proxies Hastings will bear the cost of soliciting proxies. Hastings will initially solicit proxies by mail. Directors, officers and employees of Hastings may solicit, without additional compensation, proxies in person or by telephone, fax or oral communication. In addition, banks, | brokerage firms and other custodians, nominees and fiduciaries may communicate with and forward soliciting materials to beneficial owners of shares held by them to obtain authorization for execution of proxies and may be reimbursed by Hastings for reasonable expenses incurred in sending proxy materials to those beneficial holders. Please Vote Your Shares It is important that your shares be represented at the meeting. To assure that your shares are represented, please complete, date, sign and promptly return your proxy card in the enclosed postage prepaid envelope. |
By Order of the Board of Directors
/s/Richard L. Zwiernikowski
RICHARD L. ZWIERNIKOWSKI
Secretary
PROXY | PROXY |
Hastings Manufacturing Company
325 North Hanover
Hastings, Michigan 49058
Telephone (616) 945-2491
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder hereby appoints Richard L. Zwiernikowski and Mark R. S. Johnson, and each of them, each with full power of substitution, proxies to represent the shareholder listed on the reverse side of this Proxy and to vote all shares of Common Stock of Hastings Manufacturing Company that the shareholder would be entitled to vote on all matters which come before the Annual Meeting of Shareholders to be held at the principal office of Hastings Manufacturing Company in the City of Hastings, Michigan, on Tuesday, May 14, 2002, at 9 a.m. local time, and any adjournment of that meeting.
If this Proxy is properly executed, the shares represented by this Proxy will be voted as specified. If no specification is made, the shares represented by this Proxy will be voted for the election of both director nominees named on this Proxy. The shares represented by this Proxy will be voted in the discretion of the proxies on any other matters that may come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side)
HASTINGS MANUFACTURING COMPANY
| ELECTION OF DIRECTORS: Nominees: | For | Withheld | For All |
|
|
|
|
|
|
|
| (INSTRUCTION: To withhold authority to vote for any | o | o | o |
|
|
|
|
|
|
|
| Your board of directors recommends that you vote "FOR" all nominees |
|
|
|
|
|
|
|
|
|
|
| If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting of Shareholders, each Proxy may be voted for any substitute nominee designated by the present board of directors. If no specification is made, the shares represented by this Proxy will be voted for election of the nominees named above. Further, the proxies named herein shall have discretionary authority to vote on other matters, not presently known, that may come before the meeting or any adjournments thereof. The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement dated April 10, 2002. |
|
Dated: ________________, 2002 | X |
| |
|
|
| |
|
|
| |
| X |
| |
| Signature of Shareholder(s) |
| |
|
|
| |
| IMPORTANT Please sign exactly as your name(s) appears on this Proxy. When signing on behalf of a corporation, partnership, estate or trust, indicate title or capacity of person signing.If shares are held jointly, each holder should sign. |
|