This document is Masco Corporation's proxy statement for its 1995 annual meeting of shareholders. It provides information on the meeting such as date, time, location and purposes. It discusses the election of three Class I directors, whose terms are expiring. It provides biographical and share ownership information on the nominees and continuing directors. It also discusses executive compensation, security ownership of management, and the company's relationship with other entities.
This document is a proxy statement from Masco Corporation providing information for its annual meeting of stockholders. It includes details on the meeting such as date, time, location and purposes. It also provides biographical information and share ownership details for board nominees and continuing directors. The proxy statement discusses Masco's executive compensation philosophy and practices.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It notifies stockholders that the meeting will be held on May 20, 1998 to elect directors, vote on increasing authorized shares, and ratify the selection of an independent auditor. The proxy statement provides biographical and background information on the nominees for election and continuing board members.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It announces the date, time, and location of the meeting, and lists the purposes as electing directors, amending the company's certificate of incorporation to increase authorized shares, and ratifying the selection of an independent auditor. It also provides biographical information and backgrounds on the nominees for election/reelection to the board of directors.
This document is a proxy statement for Masco Corporation's 1996 annual meeting of stockholders. It provides information on the date, time, and location of the meeting, as well as details on voting, the election of directors, security ownership of management and certain beneficial owners, and compensation of directors. Specifically, it outlines that shareholders will vote on electing three Class II directors, ratifying the selection of the independent auditors, and any other business properly brought before the meeting. Biographies and share ownership are provided for management and nominees for director.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It announces the date, time, and place of the meeting, and lists the purposes as electing three Class III directors, considering an amendment to the company's long term stock incentive plan, and ratifying the selection of the company's independent auditors. It also provides biographical information and backgrounds on the director nominees and continuing board members.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It details that stockholders will vote on electing three Class I directors, amending the company's certificate of incorporation to increase authorized shares, and ratifying the selection of an independent auditor. Biographies and backgrounds are provided for nominees to the board of directors and continuing directors.
The document is a proxy statement for Masco Corporation's annual meeting of stockholders. It provides information on the date, time, and location of the meeting, as well as the purposes which include electing three Class I directors, voting on increasing the number of authorized shares of common stock, and ratifying the selection of an independent auditor. It also summarizes procedures for stockholders to vote and ensures their shares are represented at the meeting.
This document provides information about Masco Corporation's annual meeting of stockholders, including:
1) The meeting will be held on May 21, 1997 to elect directors and consider proposals regarding compensation plans and auditors.
2) Stockholders as of March 28, 1997 are entitled to vote. The board recommends voting for all nominees and proposals.
3) Information is provided on nominees for election as Class II and III directors, including their backgrounds.
This document is a proxy statement from Masco Corporation providing information for its annual meeting of stockholders. It includes details on the meeting such as date, time, location and purposes. It also provides biographical information and share ownership details for board nominees and continuing directors. The proxy statement discusses Masco's executive compensation philosophy and practices.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It notifies stockholders that the meeting will be held on May 20, 1998 to elect directors, vote on increasing authorized shares, and ratify the selection of an independent auditor. The proxy statement provides biographical and background information on the nominees for election and continuing board members.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It announces the date, time, and location of the meeting, and lists the purposes as electing directors, amending the company's certificate of incorporation to increase authorized shares, and ratifying the selection of an independent auditor. It also provides biographical information and backgrounds on the nominees for election/reelection to the board of directors.
This document is a proxy statement for Masco Corporation's 1996 annual meeting of stockholders. It provides information on the date, time, and location of the meeting, as well as details on voting, the election of directors, security ownership of management and certain beneficial owners, and compensation of directors. Specifically, it outlines that shareholders will vote on electing three Class II directors, ratifying the selection of the independent auditors, and any other business properly brought before the meeting. Biographies and share ownership are provided for management and nominees for director.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It announces the date, time, and place of the meeting, and lists the purposes as electing three Class III directors, considering an amendment to the company's long term stock incentive plan, and ratifying the selection of the company's independent auditors. It also provides biographical information and backgrounds on the director nominees and continuing board members.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It details that stockholders will vote on electing three Class I directors, amending the company's certificate of incorporation to increase authorized shares, and ratifying the selection of an independent auditor. Biographies and backgrounds are provided for nominees to the board of directors and continuing directors.
The document is a proxy statement for Masco Corporation's annual meeting of stockholders. It provides information on the date, time, and location of the meeting, as well as the purposes which include electing three Class I directors, voting on increasing the number of authorized shares of common stock, and ratifying the selection of an independent auditor. It also summarizes procedures for stockholders to vote and ensures their shares are represented at the meeting.
This document provides information about Masco Corporation's annual meeting of stockholders, including:
1) The meeting will be held on May 21, 1997 to elect directors and consider proposals regarding compensation plans and auditors.
2) Stockholders as of March 28, 1997 are entitled to vote. The board recommends voting for all nominees and proposals.
3) Information is provided on nominees for election as Class II and III directors, including their backgrounds.
1. The document is Masco Corporation's proxy statement for its 2005 annual meeting of shareholders, providing information on matters to be voted on including election of directors.
2. It provides background information on nominees for election as Class I and Class II directors, including their occupations, ages, experience, and other directorships.
3. The proxy statement requests shareholder votes to elect nominees for director positions and to ratify selection of the independent auditors for 2005.
The document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC reporting amendments to its bylaws approved by the board on July 25, 2006. The amendments included changing the director election standard from plurality to majority vote in uncontested elections, adding provisions around director resignations, and strengthening shareholder proposal requirements. Additional minor amendments regarding meeting notices and board vacancies were also made. The amended bylaws are attached as an exhibit.
This document provides guidance for businesses registering with various Virginia state agencies. It outlines 7 steps for registration: 1) Determine business entity type; 2) Register with the State Corporation Commission; 3) Obtain a Federal Employer Identification Number; 4) Determine if liable for unemployment tax and register with the Virginia Employment Commission; 5) Register with the Virginia Department of Taxation by completing the Combined Registration Application Form; 6) Satisfy local license requirements; and 7) Contact other state agencies about applicable licenses and permits. The document provides details on registration forms and requirements for each step and state agency involved in the registration process for businesses in Virginia.
The letter invites Masco Corporation stockholders to attend the Annual Meeting on May 15, 2002. It notes that two directors, Joseph L. Hudson, Jr. and John A. Morgan, will be retiring and not standing for re-election. The meeting will address electing two new Class II directors, approving the 2002 Annual Incentive Compensation Plan, and ratifying the selection of the independent auditors.
fifth third bancorp FDAABB60-3876-4B04-A970-04AF0D8656AB_2009ProxyStatementF...finance28
The document is a notice for the annual meeting of shareholders of Fifth Third Bancorp to be held on April 21, 2009. The notice includes an invitation for shareholders to attend and outlines 7 items of business to be addressed which include electing board members, amending articles of incorporation, adopting an amended stock plan, appointing an accounting firm, and addressing other shareholder proposals. Shareholders as of February 27, 2009 are entitled to vote.
Amarin reported preliminary unaudited financial results for the six and twelve months ended December 31, 2008. For the six month period, Amarin reported a net loss of $13.3 million compared to a $13.4 million net loss for the same period in 2007. For the full year 2008, Amarin reported a net loss of $21.2 million compared to a $37.8 million net loss in 2007. Amarin secured a $2.6 million private placement bridge financing in June 2009 but will need longer term funding to continue operations and plans to initiate a Phase 3 trial in the third quarter of 2009.
The document provides a summary of an adjudicating officer order from SEBI regarding Mahavir Steel Alloys Limited. The order imposed a penalty of Rs. 5,00,000 on the promoter of the target company for failing to disclose the sale of shares to the target company and stock exchange as required by regulation 7(1A) of SEBI SAST regulations. It also provides summaries of the latest open offers made for shares of various companies along with details such as the acquirer, shares acquired, and price offered. Additionally, it highlights regulation 45 of SEBI SAST regulations, which outlines penalties for non-compliance with the regulations, including forfeiture of escrow amounts, liability for action under SEBI Act
This document provides information about the upcoming annual meeting of shareholders of W. R. Berkley Corporation, including:
1) Four directors are up for election to serve three-year terms.
2) Shareholders will vote on approving a new long-term incentive plan and amending the certificate of incorporation to increase authorized shares.
3) Shareholders will be asked to ratify the appointment of KPMG LLP as the company's auditors.
4) Details are provided on the nominees for director, matters to be voted on, voting procedures, and solicitation of proxies.
- Richard Darman has been Chairman of AES since May 2003 and leads the Board as the independent Lead Director. He is also a Partner at private equity firm The Carlyle Group.
- The Board is nominating 12 people for election as directors, 11 of whom are independent of AES according to NYSE standards.
- Paul Hanrahan has been President, CEO and a director of AES since 2002. He is the only nominee who is not independent of AES.
This document is a proxy statement from W. R. Berkley Corporation announcing their annual meeting of stockholders on May 20, 2003. The purposes of the meeting are to elect three directors, approve an amendment to the stock option plan, approve an increase in authorized shares of common stock, and ratify the appointment of an independent auditor. The proxy statement provides details on voting procedures, the solicitation of proxies, voting rights of shareholders, and the matters to be voted on at the annual meeting.
This document is a proxy statement from W. R. Berkley Corporation announcing their annual meeting of stockholders on May 16, 2006. It provides details on voting procedures and proposes electing four directors, approving a new incentive compensation plan, increasing authorized shares of common stock, and ratifying an accounting firm. Nominees for director include the Chairman and CEO William R. Berkley seeking re-election along with two others to three year terms and one nominee for a one year term.
This document is an IRS Form W-9, which is used to request a taxpayer identification number from an individual or entity. It provides instructions on how to complete the form, including what information to provide in each section. The form is being completed by the Museum Store Association, Inc. to provide their taxpayer ID number to the requester for tax reporting purposes.
This document is a Form 10-K filed by Unisys Corporation with the United States Securities and Exchange Commission for the fiscal year ending December 31, 2005. It provides an overview of Unisys' business operations, organizational structure, products and services, financial performance, risks, properties, legal proceedings, and executive officers. Key details include that Unisys has two business segments - Services and Technology; it had revenues of approximately $6 billion and 36,100 employees as of 2005; and Joseph W. McGrath has served as President and CEO since 2005.
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
New Companies Act, 2013- implications on banksHarshul Shah
The document discusses various provisions of the Companies Act that apply to banking companies. It states that the Companies Act applies to banking companies except where inconsistent with the Banking Regulation Act. It also discusses restrictions on companies providing loans for share purchases, prohibitions on share buybacks during loan defaults, and prohibitions on accepting deposits from the public, which do not apply to banking companies. The financial statements of banking companies are not required to be in the form provided in Schedule III of the Companies Act, but in the form required under the Banking Regulation Act.
This document is a letter from the Chairman, CEO and President of Amgen Inc. inviting shareholders to attend the company's upcoming Annual Meeting of Shareholders. The letter provides details on the meeting such as the date, time, location, and items of business to be voted on including electing directors, amending an equity incentive plan, ratifying an independent auditor, and a shareholder proposal. Shareholders are encouraged to vote by proxy in advance of the meeting.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It announces the date, time, and place of the meeting, and lists the purposes as electing four Class II directors and ratifying the selection of PricewaterhouseCoopers LLP as the company's independent auditors. It provides details on stockholder voting eligibility and the proxy solicitation process. Biographical and background information is given for each nominee to be elected as Class II directors and for the continuing Class I and Class III directors.
This document is Masco Corporation's proxy statement for its 2004 annual meeting of shareholders, to take place on May 11, 2004. The proxy statement provides information on matters to be voted on at the meeting, including the election of directors, approval of a restricted stock award program, and ratification of the selection of the independent auditors. Stockholders of record as of March 15, 2004 are entitled to vote. The proxy statement provides instructions for shareholders to vote by proxy via telephone, internet or by mail.
This document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders on May 14, 2003. It includes notices of the meeting and proxy voting procedures, details on matters to be voted on including the election of three Class III directors, and background information on director nominees and continuing directors.
- The document is Apple Inc.'s proxy statement for its 2009 annual meeting of shareholders.
- Shareholders will vote on the election of 8 directors, as well as 4 shareholder proposals regarding a political contributions report, principles for health care reform, a sustainability report, and an advisory vote on compensation.
- The Board recommends voting FOR the election of directors and AGAINST the 4 shareholder proposals.
The document is a proxy statement from TRW Automotive Holdings Corp. regarding its 2005 annual meeting of stockholders. It provides information on the date, time, and location of the meeting, as well as the two proposals to be voted on:
1) Election of three directors to three-year terms on the Board of Directors.
2) Ratification of Ernst & Young LLP as TRW's independent public accountants for 2005. Ernst & Young also served in this capacity in 2004.
The proxy statement provides background information on the proposals, director nominees, the company's board of directors and leadership, audit committee activities, executive compensation, and stock ownership. It seeks stockholders'
- Richard Darman has been Chairman of AES since May 2003 and leads the Board as the independent Lead Director. He is also a Partner at private equity firm The Carlyle Group.
- The Board is nominating 12 people for election as directors, 11 of whom are independent of AES according to NYSE standards.
- Paul Hanrahan is the only nominee who is not independent, as he currently serves as AES's President and CEO.
1. The document is Masco Corporation's proxy statement for its 2005 annual meeting of shareholders, providing information on matters to be voted on including election of directors.
2. It provides background information on nominees for election as Class I and Class II directors, including their occupations, ages, experience, and other directorships.
3. The proxy statement requests shareholder votes to elect nominees for director positions and to ratify selection of the independent auditors for 2005.
The document is a Form 8-K filed by Clear Channel Communications, Inc. with the SEC reporting amendments to its bylaws approved by the board on July 25, 2006. The amendments included changing the director election standard from plurality to majority vote in uncontested elections, adding provisions around director resignations, and strengthening shareholder proposal requirements. Additional minor amendments regarding meeting notices and board vacancies were also made. The amended bylaws are attached as an exhibit.
This document provides guidance for businesses registering with various Virginia state agencies. It outlines 7 steps for registration: 1) Determine business entity type; 2) Register with the State Corporation Commission; 3) Obtain a Federal Employer Identification Number; 4) Determine if liable for unemployment tax and register with the Virginia Employment Commission; 5) Register with the Virginia Department of Taxation by completing the Combined Registration Application Form; 6) Satisfy local license requirements; and 7) Contact other state agencies about applicable licenses and permits. The document provides details on registration forms and requirements for each step and state agency involved in the registration process for businesses in Virginia.
The letter invites Masco Corporation stockholders to attend the Annual Meeting on May 15, 2002. It notes that two directors, Joseph L. Hudson, Jr. and John A. Morgan, will be retiring and not standing for re-election. The meeting will address electing two new Class II directors, approving the 2002 Annual Incentive Compensation Plan, and ratifying the selection of the independent auditors.
fifth third bancorp FDAABB60-3876-4B04-A970-04AF0D8656AB_2009ProxyStatementF...finance28
The document is a notice for the annual meeting of shareholders of Fifth Third Bancorp to be held on April 21, 2009. The notice includes an invitation for shareholders to attend and outlines 7 items of business to be addressed which include electing board members, amending articles of incorporation, adopting an amended stock plan, appointing an accounting firm, and addressing other shareholder proposals. Shareholders as of February 27, 2009 are entitled to vote.
Amarin reported preliminary unaudited financial results for the six and twelve months ended December 31, 2008. For the six month period, Amarin reported a net loss of $13.3 million compared to a $13.4 million net loss for the same period in 2007. For the full year 2008, Amarin reported a net loss of $21.2 million compared to a $37.8 million net loss in 2007. Amarin secured a $2.6 million private placement bridge financing in June 2009 but will need longer term funding to continue operations and plans to initiate a Phase 3 trial in the third quarter of 2009.
The document provides a summary of an adjudicating officer order from SEBI regarding Mahavir Steel Alloys Limited. The order imposed a penalty of Rs. 5,00,000 on the promoter of the target company for failing to disclose the sale of shares to the target company and stock exchange as required by regulation 7(1A) of SEBI SAST regulations. It also provides summaries of the latest open offers made for shares of various companies along with details such as the acquirer, shares acquired, and price offered. Additionally, it highlights regulation 45 of SEBI SAST regulations, which outlines penalties for non-compliance with the regulations, including forfeiture of escrow amounts, liability for action under SEBI Act
This document provides information about the upcoming annual meeting of shareholders of W. R. Berkley Corporation, including:
1) Four directors are up for election to serve three-year terms.
2) Shareholders will vote on approving a new long-term incentive plan and amending the certificate of incorporation to increase authorized shares.
3) Shareholders will be asked to ratify the appointment of KPMG LLP as the company's auditors.
4) Details are provided on the nominees for director, matters to be voted on, voting procedures, and solicitation of proxies.
- Richard Darman has been Chairman of AES since May 2003 and leads the Board as the independent Lead Director. He is also a Partner at private equity firm The Carlyle Group.
- The Board is nominating 12 people for election as directors, 11 of whom are independent of AES according to NYSE standards.
- Paul Hanrahan has been President, CEO and a director of AES since 2002. He is the only nominee who is not independent of AES.
This document is a proxy statement from W. R. Berkley Corporation announcing their annual meeting of stockholders on May 20, 2003. The purposes of the meeting are to elect three directors, approve an amendment to the stock option plan, approve an increase in authorized shares of common stock, and ratify the appointment of an independent auditor. The proxy statement provides details on voting procedures, the solicitation of proxies, voting rights of shareholders, and the matters to be voted on at the annual meeting.
This document is a proxy statement from W. R. Berkley Corporation announcing their annual meeting of stockholders on May 16, 2006. It provides details on voting procedures and proposes electing four directors, approving a new incentive compensation plan, increasing authorized shares of common stock, and ratifying an accounting firm. Nominees for director include the Chairman and CEO William R. Berkley seeking re-election along with two others to three year terms and one nominee for a one year term.
This document is an IRS Form W-9, which is used to request a taxpayer identification number from an individual or entity. It provides instructions on how to complete the form, including what information to provide in each section. The form is being completed by the Museum Store Association, Inc. to provide their taxpayer ID number to the requester for tax reporting purposes.
This document is a Form 10-K filed by Unisys Corporation with the United States Securities and Exchange Commission for the fiscal year ending December 31, 2005. It provides an overview of Unisys' business operations, organizational structure, products and services, financial performance, risks, properties, legal proceedings, and executive officers. Key details include that Unisys has two business segments - Services and Technology; it had revenues of approximately $6 billion and 36,100 employees as of 2005; and Joseph W. McGrath has served as President and CEO since 2005.
Takeover Panorama, a Monthly Newsletter by Corporate Professionals on Takeove...Corporate Professionals
-The brief synopsis of recent Judicial Pronouncements given by the SEBI, AO, SAT, Informal Guidance and Consent orders passed in the month of December in the matter of SEBI Takeover Regulations.
-The brief synopsis of latest Open Offers given by the National as well as International Acquirers under the SEBI Takeover Regulations
-Unhide the hidden but important provision of the SEBI Takeover Regulations which generally get unnoticed on a plain reading of the regulations.
Acquisition of stake in YourNest Angel Fund by Religare Global Asset Management
Acquisition of stake in Bokaro Jaypee Cement by Dalmia Bharat
Telstra Health Acquires Business of IdeaObject
New Companies Act, 2013- implications on banksHarshul Shah
The document discusses various provisions of the Companies Act that apply to banking companies. It states that the Companies Act applies to banking companies except where inconsistent with the Banking Regulation Act. It also discusses restrictions on companies providing loans for share purchases, prohibitions on share buybacks during loan defaults, and prohibitions on accepting deposits from the public, which do not apply to banking companies. The financial statements of banking companies are not required to be in the form provided in Schedule III of the Companies Act, but in the form required under the Banking Regulation Act.
This document is a letter from the Chairman, CEO and President of Amgen Inc. inviting shareholders to attend the company's upcoming Annual Meeting of Shareholders. The letter provides details on the meeting such as the date, time, location, and items of business to be voted on including electing directors, amending an equity incentive plan, ratifying an independent auditor, and a shareholder proposal. Shareholders are encouraged to vote by proxy in advance of the meeting.
The document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders. It announces the date, time, and place of the meeting, and lists the purposes as electing four Class II directors and ratifying the selection of PricewaterhouseCoopers LLP as the company's independent auditors. It provides details on stockholder voting eligibility and the proxy solicitation process. Biographical and background information is given for each nominee to be elected as Class II directors and for the continuing Class I and Class III directors.
This document is Masco Corporation's proxy statement for its 2004 annual meeting of shareholders, to take place on May 11, 2004. The proxy statement provides information on matters to be voted on at the meeting, including the election of directors, approval of a restricted stock award program, and ratification of the selection of the independent auditors. Stockholders of record as of March 15, 2004 are entitled to vote. The proxy statement provides instructions for shareholders to vote by proxy via telephone, internet or by mail.
This document is a proxy statement from Masco Corporation providing information for its upcoming annual meeting of stockholders on May 14, 2003. It includes notices of the meeting and proxy voting procedures, details on matters to be voted on including the election of three Class III directors, and background information on director nominees and continuing directors.
- The document is Apple Inc.'s proxy statement for its 2009 annual meeting of shareholders.
- Shareholders will vote on the election of 8 directors, as well as 4 shareholder proposals regarding a political contributions report, principles for health care reform, a sustainability report, and an advisory vote on compensation.
- The Board recommends voting FOR the election of directors and AGAINST the 4 shareholder proposals.
The document is a proxy statement from TRW Automotive Holdings Corp. regarding its 2005 annual meeting of stockholders. It provides information on the date, time, and location of the meeting, as well as the two proposals to be voted on:
1) Election of three directors to three-year terms on the Board of Directors.
2) Ratification of Ernst & Young LLP as TRW's independent public accountants for 2005. Ernst & Young also served in this capacity in 2004.
The proxy statement provides background information on the proposals, director nominees, the company's board of directors and leadership, audit committee activities, executive compensation, and stock ownership. It seeks stockholders'
- Richard Darman has been Chairman of AES since May 2003 and leads the Board as the independent Lead Director. He is also a Partner at private equity firm The Carlyle Group.
- The Board is nominating 12 people for election as directors, 11 of whom are independent of AES according to NYSE standards.
- Paul Hanrahan is the only nominee who is not independent, as he currently serves as AES's President and CEO.
This document is a proxy statement from The DIRECTV Group, Inc. for its annual meeting of stockholders to be held on June 2, 2004. It provides information on voting procedures, the agenda items to be voted on including election of directors and approval of compensation plans, and background on recent transactions involving News Corporation acquiring a 34% stake in the company. The proxy statement also provides details on the nomination process for directors and meeting attendance.
The document is a proxy statement from Fifth Third Bancorp providing information for its upcoming annual shareholder meeting. It details five items of business to be voted on, including the election of four Class II directors. It provides background information on the director nominees and the process by which directors are nominated. It also discloses shareholders known to own over 5% of the company's stock.
The document is a proxy statement from Fifth Third Bancorp providing information for its upcoming annual shareholder meeting. It details five items of business to be voted on, including the election of four Class II directors. It provides background information on the director nominees and the process by which directors are nominated. It also discloses shareholders known to own over 5% of the company's stock.
The document is Nucor Corporation's DEF 14A filing notifying shareholders of matters to be voted on at the upcoming annual meeting. It announces the date, time, and location of the meeting and lists the items to be voted on, including electing two directors, ratifying the appointment of the independent auditor, and approving compensation plans. It provides background information on voting procedures and requirements for each item. The two nominees for director positions are Peter C. Browning and Victoria F. Haynes.
- The document is Masco Corporation's proxy statement for its 2006 annual meeting of shareholders, providing information on matters to be voted on including the election of three Class III directors.
- Masco is nominating Thomas Denomme, Richard Manoogian, and Mary Ann Van Lokeren for election as Class III directors, whose terms will expire at the 2009 annual meeting.
- Information is provided on each nominee and the continuing directors.
This document is a proxy statement from Coventry Healthcare, Inc. notifying shareholders about the upcoming annual meeting. The proxy statement provides information about matters that will be voted on at the meeting, including the election of four Class II directors and the ratification of Ernst & Young LLP as the company's independent auditors for 2005. It also provides information on executive compensation, stock ownership by directors and officers, the audit committee, and related transactions. The annual meeting will take place on May 19, 2005 at the Bethesda Marriott hotel.
This document is a SEC filing by Google Inc. that supplements its previous proxy statement. It discloses that the SEC staff intends to recommend bringing a civil proceeding against Ann Mather, a Google director, for alleged violations of securities laws related to stock option transactions during her prior employment at Pixar Animation Studios. The recommendation stems from her role as Pixar's CFO, not from her service on Google's board. It provides background on Mather's career and board service at other companies.
Clear Channel Communications entered into an agreement to be acquired by private equity firms affiliated with Thomas H. Lee Partners and Bain Capital Partners. Under the terms of the agreement, shareholders will receive $37.60 per share in cash. The agreement includes provisions allowing Clear Channel to solicit other bids until certain dates and requires Clear Channel to pay termination fees to the buyers under certain circumstances. The employment agreements of key executives were also amended in connection with the transaction.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and standardized the consideration required to fund commitments accepted after November 26th at the same levels as earlier commitments. Over $237 million in commitments have already been received, for which Realogy has received over $500 million in existing notes. Commitments and delivered notes can no longer be rescinded or withdrawn.
Realogy Corporation announced amendments to its invitation for commitments of up to $500 million in new second lien term loans. The amendments extended the termination date to December 19th and equalized the consideration required for commitments made before or after November 26th, with all commitments now requiring delivery of the same amount of existing notes. Realogy has received around $237 million in commitments to date, for which holders have delivered approximately $181 million of subordinated notes, $328 million of cash notes, and $15 million of toggle notes. The closing date remains December 23rd.
This document is TRW Automotive Holdings Corp.'s proxy statement for its 2007 annual meeting of stockholders. Stockholders will vote on two proposals at the meeting: (1) electing three directors to three-year terms, with John C. Plant, Neil P. Simpkins and Jody G. Miller nominated for re-election; and (2) ratifying Ernst & Young LLP as TRW's independent public accountants for 2007. Affiliates of The Blackstone Group own a majority of TRW's stock and intend to vote in favor of management's proposals, ensuring a quorum and approval of the proposals. The meeting will be held on May 14, 2007.
Clear Channel Communications filed an 8-K to announce that it has set a record date of December 18, 2006 for its shareholders to vote on a proposed merger agreement. It also announced that its "go-shop" period to solicit other bids had expired on December 7, 2006 without any competing offers being received. The filing provides information on the special shareholder meeting to consider and vote on the proposed merger and advises that additional information will be filed with the SEC, including a proxy statement for shareholder approval of the transaction.
- The document is Masco Corporation's proxy statement for its 2008 annual meeting of stockholders. It provides information on matters to be voted on at the meeting, including the election of directors.
- Four Class II directors are up for election, including Verne G. Istock, David L. Johnston, J. Michael Losh, and Timothy Wadhams. Peter A. Dow is retiring from the board and is not standing for re-election.
- Biographical and background information is provided for each nominee standing for election as well as for continuing directors.
The document is a proxy statement for the annual meeting of stockholders of The DIRECTV Group, Inc. It provides information about the meeting, including the date, time, and location. It lists the purposes of the meeting as electing nominees to the Board of Directors, ratifying the appointment of the independent auditors, and any other business that may properly come before the meeting. It provides details on voting procedures and deadlines for stockholders.
The document provides a high-level overview of the history of the John S. and James L. Knight Foundation from its establishment in 1950 to 2000. Some key events include:
- The Foundation was established in 1950 with $9,047 to continue the work of the Knight Memorial Education Fund.
- Major donations from Clara I. Knight in 1954 and after James L. Knight's death in 1991 significantly increased the Foundation's assets.
- Initially focused on supporting journalism and education in cities with Knight newspapers, the Foundation expanded its scope and grantmaking over the decades.
- Notable initiatives included support for community recovery after disasters, the creation of fellowships and centers for journalism, and programs to strengthen liberal
The annual report provides an overview of the John S. and James L. Knight Foundation's first 50 years. It discusses the Foundation's origins in 1950 with modest beginnings from the Knight brothers who were dedicated to journalism and community service. Over 50 years the Foundation has grown substantially and now focuses its grantmaking on four key programs while remaining flexible. The report reviews some of the Foundation's signature efforts and looks ahead to further strategic priorities and impact over the coming years and decades.
The document provides an overview of the John S. and James L. Knight Foundation's programs and priorities for 2001-2005. It discusses:
1) The Foundation was established in 1950 by the Knight brothers to further their ideals of service, journalistic excellence, and a free press. While the basic mission remains unchanged, a new strategic plan focuses the Foundation's grantmaking on two signature programs - Journalism and Knight Community Partners.
2) The strategic plan aims to be more outcome-focused and partner-driven in improving quality of life in the 26 Knight communities. The Foundation hopes to direct greater resources over time to local priorities in these communities to help them achieve their definitions of community vitality.
3)
The Knight Foundation supported 246 service providers in 26 communities through its $10 million September 11th Fund. This included organizations that provide services like child care, food banks, homeless shelters, domestic violence assistance, and more. The Foundation also continued its community partnership programs in 2001, forging new partnerships in neighborhoods in cities like Long Beach, Charlotte, and Macon to address local needs and opportunities. Additionally, the Foundation remained committed to supporting journalism through various initiatives.
The 2002 Annual Report of the John S. and James L. Knight Foundation documents the foundation's programs and grants for the year. It focuses on the theme of freedom, with quotes and perspectives from people in Knight communities on what freedom means to them. The foundation continued its signature programs in Journalism Initiatives and Community Partners while also funding national projects through its Venture Fund. Despite investment losses, the foundation was able to pay out over $85 million in grants to support freedom of the press and provide greater access and opportunity in communities across the U.S.
The 2003 annual report of the John S. and James L. Knight Foundation discusses the foundation's purpose, programs, grants, finances, and leadership. It focuses on two main programs - Journalism Initiatives and Community Partners - and a third program called the National Venture Fund. In 2003, the foundation made $90.4 million in grants from its $1.846 billion in assets, focusing on supporting democratic institutions, civic participation, and journalism excellence.
The 2004 annual report of the John S. and James L. Knight Foundation provides information on its programs and leadership over the past year. It discusses the foundation's focus on supporting networks through its Community Partners and Journalism Initiatives programs as well as its National Venture Fund. It highlights some of the foundation's major grants and accomplishments in 2004 and introduces new trustees and leadership changes.
Knight Foundation supported programs that promote citizen journalism and community news. This includes $1 million to the University of Maryland's J-Lab to help communities start innovative news ventures. Ten New Voices projects were launched in 2005, training citizens to write about local issues. In Madison, Wisconsin, citizen correspondents wrote about underserved neighborhoods. Knight Foundation also partnered with the University of South Carolina on a project providing additional news coverage for the town of Hartsville, South Carolina. These initiatives aim to give more diverse community voices a platform and provide residents with information needed for civic participation.
This document contains the financial statements and notes of the John S. and James L. Knight Foundation for the years ended December 31, 2006 and 2005. It includes the statements of financial position, activities, and cash flows, as well as notes describing the foundation's accounting policies and investments. The independent auditors issued an unqualified opinion stating the financial statements fairly represented the financial position and changes in net assets in accordance with accounting principles generally accepted in the United States.
This document is the 2006 annual report of the John S. and James L. Knight Foundation. It summarizes the foundation's work that year to support transformational ideas in journalism and communities. This included initiatives like the Knight News Challenge, which received over 1,650 ideas submitted for the opportunity to innovate digital media. The report also highlights various success stories and updates on the foundation's programs in journalism, communities, and national issues. It aims to showcase the foundation's efforts to inspire and enable journalism and communities to reach their highest potential.
This document summarizes the Knight Foundation's ongoing transformation into a 21st century organization through experimentation and innovation. It discusses four initiatives to find digital innovations that better inform communities, including the Knight News Challenge and Knight Community Information Challenge which provide grants to support journalism and community information needs. The Foundation remains committed to transparency and serving stakeholders, and will engage constituents through new digital and interactive means that reflect challenges of the current age.
The document summarizes an investor meeting held by RR Donnelley. The agenda includes presentations on One RR Donnelley, industry dynamics and RR Donnelley's strategy, and a financial review, followed by a Q&A session. RR Donnelley aims to simplify its branding and reporting structure. It serves over 90% of the Fortune 500 and has opportunities to expand relationships and cross-sell additional products and services. Industry trends include consolidation, pricing pressure, and a shift toward more customized and higher value print. RR Donnelley's strategy focuses on targeted growth, a disciplined investment approach, and continuous productivity improvements to drive profitable growth.
This investor presentation discusses RR Donnelley's financial performance and strategy. It highlights RR Donnelley's scale in a fragmented market, breadth and depth of offerings, and strong cash flow generation. The presentation also notes that RR Donnelley has achieved greater growth than the broader print market through acquisitions and productivity gains. Finally, it emphasizes RR Donnelley's commitment to maintaining strong investment grade credit metrics and financial discipline.
R.R. Donnelley's 2001 annual report summarizes the company's financial performance for the year, noting declines in sales, revenue, and earnings due to a recession. The CEO acknowledges the difficult financial results but emphasizes the progress made in transforming the company by improving costs, assets, and services. Key accomplishments included reducing costs by $160 million, improving logistics operations, expanding premedia and international operations, and positioning the company for future growth through strategic initiatives.
R.R. Donnelley & Sons Company provides comprehensive and integrated communications services including printing, digital photography, digital asset management, and logistics. The company helps content owners leverage their content across various delivery channels. Now, the company is helping customers refine their targeting, reduce costs, and improve results through its growing network of integrated communications services, which is the most comprehensive in the world. R.R. Donnelley is well positioned to lead this revolution in communications effectiveness due to its solid print foundation, customer relationships, leading brand, technology expertise, and experience managing and delivering content.
This document is R.R. Donnelley & Sons Company's annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2002. It provides information on the company's business including providing integrated communications services such as content creation, digital content management, production, and distribution of print and digital media. It also lists executive officers and provides financial statements and notes.
R.R. Donnelley is a communications company that prepares, produces, and delivers integrated communications across multiple channels for publishers, merchandisers, and other content owners. In 2002, the company saw declines in net sales, value-added revenue, and gross profit compared to 2001 due to challenging market conditions. However, earnings from operations increased significantly due to restructuring efforts and the company made progress transforming its core print business and expanding service offerings. The CEO discusses strategies to optimize print assets and strengthen marketing capabilities while expanding content management services aligned with customer needs.
This document is R.R. Donnelley & Sons Company's annual report (Form 10-K) filed with the SEC for the 2003 fiscal year. It provides an overview of the company's business segments including print, logistics, and financial services. The print segment focuses on magazines, catalogs, retail, telecommunications, books, premedia, direct mail, and international markets. The logistics segment provides distribution and delivery services. The financial segment supports the communications needs of corporations accessing global capital markets.
RR Donnelley has combined with Moore Wallace to become the world's largest full-service printing company, with over $8 billion in annual revenues from a diversified mix of print and print-related services. The company's top revenue segments are magazine/catalog/retail at 20% and logistics at 11%. The new RR Donnelley aims to create value for shareholders, customers, and employees by reducing costs, cross-selling its expanded capabilities, and making strategic acquisitions.
The document is R.R. Donnelley & Sons Company's annual report (Form 10-K) filed with the SEC for the fiscal year ending December 31, 2004. It provides an overview of the company's business operations, organizational structure, financial performance, risk factors, and other disclosures. The company operates in commercial printing and related services through business segments including Publishing and Retail Services, Integrated Print Communications, and Forms and Labels. It was significantly expanded through the acquisition of Moore Wallace in February 2004. The commercial printing industry is highly competitive on factors like price, quality, and customer service. The company's main raw materials are paper and ink, and it works to negotiate favorable supply contracts and purchasing terms.
University of North Carolina at Charlotte degree offer diploma Transcripttscdzuip
办理美国UNCC毕业证书制作北卡大学夏洛特分校假文凭定制Q微168899991做UNCC留信网教留服认证海牙认证改UNCC成绩单GPA做UNCC假学位证假文凭高仿毕业证GRE代考如何申请北卡罗莱纳大学夏洛特分校University of North Carolina at Charlotte degree offer diploma Transcript
Fabular Frames and the Four Ratio ProblemMajid Iqbal
Digital, interactive art showing the struggle of a society in providing for its present population while also saving planetary resources for future generations. Spread across several frames, the art is actually the rendering of real and speculative data. The stereographic projections change shape in response to prompts and provocations. Visitors interact with the model through speculative statements about how to increase savings across communities, regions, ecosystems and environments. Their fabulations combined with random noise, i.e. factors beyond control, have a dramatic effect on the societal transition. Things get better. Things get worse. The aim is to give visitors a new grasp and feel of the ongoing struggles in democracies around the world.
Stunning art in the small multiples format brings out the spatiotemporal nature of societal transitions, against backdrop issues such as energy, housing, waste, farmland and forest. In each frame we see hopeful and frightful interplays between spending and saving. Problems emerge when one of the two parts of the existential anaglyph rapidly shrinks like Arctic ice, as factors cross thresholds. Ecological wealth and intergenerational equity areFour at stake. Not enough spending could mean economic stress, social unrest and political conflict. Not enough saving and there will be climate breakdown and ‘bankruptcy’. So where does speculative design start and the gambling and betting end? Behind each fabular frame is a four ratio problem. Each ratio reflects the level of sacrifice and self-restraint a society is willing to accept, against promises of prosperity and freedom. Some values seem to stabilise a frame while others cause collapse. Get the ratios right and we can have it all. Get them wrong and things get more desperate.
Economic Risk Factor Update: June 2024 [SlideShare]Commonwealth
May’s reports showed signs of continued economic growth, said Sam Millette, director, fixed income, in his latest Economic Risk Factor Update.
For more market updates, subscribe to The Independent Market Observer at https://blog.commonwealth.com/independent-market-observer.
Discover the Future of Dogecoin with Our Comprehensive Guidance36 Crypto
Learn in-depth about Dogecoin's trajectory and stay informed with 36crypto's essential and up-to-date information about the crypto space.
Our presentation delves into Dogecoin's potential future, exploring whether it's destined to skyrocket to the moon or face a downward spiral. In addition, it highlights invaluable insights. Don't miss out on this opportunity to enhance your crypto understanding!
https://36crypto.com/the-future-of-dogecoin-how-high-can-this-cryptocurrency-reach/
Vicinity Jobs’ data includes more than three million 2023 OJPs and thousands of skills. Most skills appear in less than 0.02% of job postings, so most postings rely on a small subset of commonly used terms, like teamwork.
Laura Adkins-Hackett, Economist, LMIC, and Sukriti Trehan, Data Scientist, LMIC, presented their research exploring trends in the skills listed in OJPs to develop a deeper understanding of in-demand skills. This research project uses pointwise mutual information and other methods to extract more information about common skills from the relationships between skills, occupations and regions.
Independent Study - College of Wooster Research (2023-2024) FDI, Culture, Glo...AntoniaOwensDetwiler
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
The Universal Account Number (UAN) by EPFO centralizes multiple PF accounts, simplifying management for Indian employees. It streamlines PF transfers, withdrawals, and KYC updates, providing transparency and reducing employer dependency. Despite challenges like digital literacy and internet access, UAN is vital for financial empowerment and efficient provident fund management in today's digital age.
OJP data from firms like Vicinity Jobs have emerged as a complement to traditional sources of labour demand data, such as the Job Vacancy and Wages Survey (JVWS). Ibrahim Abuallail, PhD Candidate, University of Ottawa, presented research relating to bias in OJPs and a proposed approach to effectively adjust OJP data to complement existing official data (such as from the JVWS) and improve the measurement of labour demand.
"Does Foreign Direct Investment Negatively Affect Preservation of Culture in the Global South? Case Studies in Thailand and Cambodia."
Do elements of globalization, such as Foreign Direct Investment (FDI), negatively affect the ability of countries in the Global South to preserve their culture? This research aims to answer this question by employing a cross-sectional comparative case study analysis utilizing methods of difference. Thailand and Cambodia are compared as they are in the same region and have a similar culture. The metric of difference between Thailand and Cambodia is their ability to preserve their culture. This ability is operationalized by their respective attitudes towards FDI; Thailand imposes stringent regulations and limitations on FDI while Cambodia does not hesitate to accept most FDI and imposes fewer limitations. The evidence from this study suggests that FDI from globally influential countries with high gross domestic products (GDPs) (e.g. China, U.S.) challenges the ability of countries with lower GDPs (e.g. Cambodia) to protect their culture. Furthermore, the ability, or lack thereof, of the receiving countries to protect their culture is amplified by the existence and implementation of restrictive FDI policies imposed by their governments.
My study abroad in Bali, Indonesia, inspired this research topic as I noticed how globalization is changing the culture of its people. I learned their language and way of life which helped me understand the beauty and importance of cultural preservation. I believe we could all benefit from learning new perspectives as they could help us ideate solutions to contemporary issues and empathize with others.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
STREETONOMICS: Exploring the Uncharted Territories of Informal Markets throug...sameer shah
Delve into the world of STREETONOMICS, where a team of 7 enthusiasts embarks on a journey to understand unorganized markets. By engaging with a coffee street vendor and crafting questionnaires, this project uncovers valuable insights into consumer behavior and market dynamics in informal settings."
New Visa Rules for Tourists and Students in Thailand | Amit Kakkar Easy VisaAmit Kakkar
Discover essential details about Thailand's recent visa policy changes, tailored for tourists and students. Amit Kakkar Easy Visa provides a comprehensive overview of new requirements, application processes, and tips to ensure a smooth transition for all travelers.
1. 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 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
MASCO CORPORATION
(Name of Registrant as Specified in Its Charter)
MASCO CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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.
2002. EDGAR Online, Inc.
2. (1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
2002. EDGAR Online, Inc.
3. MASCO CORPORATION
21001 Van Born Road
Taylor, Michigan 48180
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF MASCO CORPORATION:
The Annual Meeting of Stockholders of Masco Corporation will be held at the offices of the Company, 21001 Van Born Road, Taylor,
Michigan 48180, on Wednesday, May 17, 1995 at 10:00 A.M., Eastern daylight time. The purposes of the meeting, which are set forth in detail
in the accompanying Proxy Statement, are:
1. To elect three Class I Directors; and
2. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 31, 1995 as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and at any adjournment thereof.
Your attention is called to the accompanying Proxy Statement and Proxy. Whether or not you plan to be present at the meeting, you are
requested to sign and return the Proxy in the enclosed envelope to which no postage need be affixed if mailed in the United States. Your prompt
attention will be appreciated. Prior to being voted, the Proxy may be withdrawn in the manner specified in the Proxy Statement.
By Order of the Board of Directors
EUGENE A. GARGARO, JR.
Secretary
April 18, 1995
2002. EDGAR Online, Inc.
4. PROXY STATEMENT
To be mailed on or about April 20, 1995
ANNUAL MEETING OF STOCKHOLDERS OF
MASCO CORPORATION
May 17, 1995
GENERAL INFORMATION
The solicitation of the enclosed Proxy is made by the Board of Directors of Masco Corporation for use at the Annual Meeting of Stockholders
of the Company to be held at its offices at 21001 Van Born Road, Taylor, Michigan 48180, on Wednesday, May 17, 1995 at 10:00 A.M.,
Eastern daylight time, and at any adjournment thereof.
The expense of this solicitation will be borne by the Company. Solicitation will be by use of the mails, and executive officers and other
employees of the Company may solicit Proxies, without extra compensation, personally and by telephone and other means of communication.
In addition, the Company has retained Morrow & Company, Inc. to assist in the solicitation of Proxies for a fee of $8,000, plus expenses. The
Company will also reimburse brokers and other persons holding Company Common Stock in their names or in the names of their nominees for
their reasonable expenses in forwarding Proxies and Proxy materials to beneficial owners.
Stockholders of record as of the close of business on March 31, 1995 will be entitled to vote at the Annual Meeting. Each share of outstanding
Company Common Stock is entitled to one vote. As of March 31, 1995 there were 158,397,345 shares of Company Common Stock, $1 par
value, outstanding and entitled to vote.
The shares represented by the Proxy will be voted as instructed if received in time for the Annual Meeting. Any person signing and mailing the
Proxy may, nevertheless, revoke it at any time before it is exercised by written notice to the Company (Attention: Eugene A. Gargaro, Jr.,
Secretary) at its executive offices at 21001 Van Born Road, Taylor, Michigan 48180, or at the Annual Meeting.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. The term of office of the Class I Directors expires at this meeting and the Board of
Directors proposes the re-election of Arman Simone, Wayne B. Lyon and Peter W. Stroh to serve as the Class I Directors for a term expiring at
the 1998 Annual
2002. EDGAR Online, Inc.
5. Meeting or until their respective successors are elected and qualified. The current Class II and Class III Directors intend to continue in office
for their respective terms. The Board of Directors expects that the persons named as proxies in the Proxy will vote the shares represented by
each Proxy for the election as Directors of such nominees unless a contrary direction is indicated. If prior to the meeting any nominee is unable
or unwilling to serve as a Director, which the Board of Directors does not expect, the persons named as proxies will vote for such alternate
nominee, if any, as may be recommended by the Board of Directors.
Presence in person or by proxy of holders of a majority of outstanding shares of Company Common Stock will constitute a quorum at the
Annual Meeting. Broker non-votes and abstentions will be counted toward the establishment of a quorum. Assuming a quorum is present,
Directors are elected by a plurality of the votes cast by the holders of Company Common Stock. The three individuals who receive the largest
number of votes cast are elected as Directors; therefore, shares not voted (whether due to abstention or broker non-vote) do not affect the
election of Directors.
Information concerning the nominees and continuing Directors is set forth below.
SHARES OF COMPANY
FIRST BECAME COMMON STOCK
NAME, AGE, PRINCIPAL AND HAS BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS SERVED AS A OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES DIRECTOR SINCE MARCH 15, 1995
- ------------------------------------------------------ --------------- -----------------
CLASS I (NOMINEES FOR TERM TO EXPIRE AT 1998
ANNUAL MEETING)
Wayne B. Lyon, 62..................................... 1988 463,073
President and Chief Operating Officer of the
Company; Director of Comerica Incorporated, Payless
Cashways, Inc. and Emco Limited
Arman Simone, 67...................................... 1952 to 1969 72,000
Retired, formerly President of Simone Corporation, and since 1972
commercial builders and developers
Peter W. Stroh, 67.................................... 1992 500
Chairman of The Stroh Brewery Company, a
manufacturer of malt beverage products; Director of
NBD Bancorp, Inc.
CLASS II (TERM TO EXPIRE AT 1996 ANNUAL MEETING)
Dr. Lillian Bauder, 55................................ 1992 1,500
President and Chief Executive Officer of Cranbrook
Educational Community; Director of The Detroit
Edison Company
2
2002. EDGAR Online, Inc.
6. SHARES OF COMPANY
FIRST BECAME COMMON STOCK
NAME, AGE, PRINCIPAL AND HAS BENEFICIALLY
OCCUPATION AND DIRECTORSHIPS SERVED AS A OWNED AS OF
OF OTHER PUBLICLY REGISTERED COMPANIES DIRECTOR SINCE MARCH 15, 1995
- ------------------------------------------------------ --------------- -----------------
John A. Morgan, 64.................................... 1969 1,600
Partner, Morgan Lewis Githens & Ahn, investment
bankers; Director of FlightSafety International,
Inc., MascoTech, Inc., McDermott International, Inc.
and TriMas Corporation
CLASS III (TERM TO EXPIRE AT 1997 ANNUAL
MEETING)
Richard A. Manoogian, 58.............................. 1964 4,088,868
Chairman of the Board and Chief Executive Officer of
the Company and of MascoTech, Inc., and Chairman of
the Board of TriMas Corporation; Director of NBD
Bancorp, Inc.
Erwin L. Koning, 83................................... 1964 4,000
Retired, formerly Senior Vice President of NBD Bank
For further information concerning beneficial ownership, see quot;Security Ownership of Management.quot; For further information concerning
MascoTech and TriMas see quot;Certain Relationships and Related Transactions.quot;
All of the nominees and continuing Directors have been engaged during the past five years in the occupations listed in the preceding table.
The Board of Directors held four meetings during 1994. The Audit Committee of the Board of Directors, consisting of Dr. Bauder and Messrs.
Koning, Morgan and Stroh, held two meetings during 1994. It reviews and acts or reports to the Board with respect to various auditing and
accounting matters, including the selection and fees of the Company's independent accountants, the scope of audit procedures, the nature of
services to be performed by the independent accountants and the Company's accounting practices. The Compensation Committee of the Board
of Directors, consisting of Messrs. Koning, Morgan and Simone, held four meetings during 1994. It establishes and monitors executive
compensation and administers and determines awards and options granted under restricted stock incentive and stock option plans. The Board of
Directors has not established a separate committee of its members to nominate candidates for election as Directors.
Each Director (other than Messrs. Manoogian and Lyon, who are also Company employees) receives an annual fee and a payment for each
Board of Directors meeting (and committee meeting if not held on a date on which the entire Board holds a meeting) which the Director
physically attends. The annual fee paid for 1994 was $50,000 and the fee for each such Board and committee meeting was $1,000.
3
2002. EDGAR Online, Inc.
7. SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information concerning beneficial ownership of Company Common Stock as of March 15, 1995 by (i) each of the
Directors, (ii) each of the named executive officers (as hereinafter defined), and (iii) all Directors and executive officers of the Company as a
group.
SHARES OF COMPANY COMMON PERCENTAGE OF COMPANY COMMON
NAME STOCK BENEFICIALLY OWNED STOCK BENEFICIALLY OWNED
- --------------------------------------- ------------------------ ----------------------------
Dr. Lillian Bauder..................... 1,500 *
Erwin L. Koning........................ 4,000 *
Wayne B. Lyon.......................... 463,073 *
Richard A. Manoogian................... 4,088,868 2.6%
John A. Morgan......................... 1,600 *
Arman Simone........................... 72,000 *
Peter W. Stroh......................... 500 *
Ronald L. Jones........................ 139,230 *
Raymond F. Kennedy..................... 230,620 *
Richard G. Mosteller................... 195,683 *
All 19 Directors and executive officers
of the Company as a group (excluding
subsidiary, divisional and group
executives).......................... 7,604,815 4.7%
* Less than one percent
Shares beneficially owned by the Directors, executive officers and all Directors and executive officers of the Company as a group include
shares held by certain foundations and trusts and under employee long-term incentive programs, as described below, and except for shares so
held, the Directors and executive officers have sole voting and investment power with respect to their shares. Shares owned by Mr. Manoogian
and by all Directors and executive officers of the Company as a group include in each case an aggregate of 2,340,200 shares owned by
charitable foundations of which Mr. Manoogian is a Director. Shares owned by Mr. Lyon and by all Directors and executive officers of the
Company as a group include in each case 28,448 shares owned by a charitable foundation of which Mr. Lyon is a Director. Shares owned by all
Directors and executive officers of the Company as a group include 25,530 shares held by trusts of which an executive officer is a trustee. The
Directors of the foundations and the trustees exercise voting and investment power with respect to shares owned by the foundations and trusts,
but Messrs. Manoogian and Lyon and the executive officer who is a trustee for such trusts disclaim beneficial ownership of such shares. Also
included are shares issuable under stock options exercisable prior to May 15, 1995 (92,000 shares for Mr. Jones, 132,310 shares for Mr.
Kennedy, 211,125 shares for Mr. Lyon, 717,740 shares for Mr. Manoogian, 127,722 shares for Mr. Mosteller and 1,667,134 shares for all
Directors and executive officers of the Company as a group) and unvested restricted award shares issued under the Company's stock incentive
plans (33,334 shares for Mr. Jones, 54,390 shares for Mr. Kennedy, 49,850 shares for Mr. Lyon, 71,076 shares for Mr. Manoogian, 33,667
shares for Mr. Mosteller and 393,560 shares for all Directors and executive officers of the Company as a group). Mr. Manoogian may be
deemed a controlling person of the Company by reason of his significant ownership of Company Common Stock and position as a Director and
an executive officer.
4
2002. EDGAR Online, Inc.
8. EXECUTIVE COMPENSATION COMMITTEE REPORT
One of Masco Corporation's primary business objectives is to maximize long-term stockholder returns. To achieve this objective, the Company
believes it is necessary to attract, retain and motivate the highest quality management team possible that can conceptualize, strategize and
tactically implement business development, product development, manufacturing technologies and marketing and service programs to generate
long-term profit growth.
Establishing compensation programs generally and determining the compensation of individual executive officers are complex matters
involving numerous issues and a variety of data. The approach of the Compensation Committee, which is composed entirely of outside,
non-employee Directors, is primarily subjective in nature. The Committee identifies relevant factors to be considered, such as the need to be
competitive in the market for executive talent and to provide incentives and rewards for individual and corporate performance. However, the
Committee maintains a flexible approach that is based on the exercise of judgment and discretion and reflects the Company's entrepreneurial
operating environment and long-term performance orientation. Precise formulas, targets or goals are not utilized and specific weights are not
assigned to the various factors. The Committee focuses on the Company's goal of long-term enhancement of stockholder value by stressing
long-term goals and by using stock-based incentive programs with extended vesting schedules. The Compensation Committee believes the use
of such incentives to retain and motivate individuals who have developed the skills and expertise required to lead the Company is key to the
Company's success.
The present compensation arrangement for executive officers consists of a blend of base salary, annual cash bonus and long-term (up to
ten-year) incentives utilizing Company Common Stock. The Committee uses a variety of resources, including published compensation surveys,
as it considers information concerning current compensation practices within the Company's industries (including companies that are included
in the S&P Building Materials Index and the S&P Furniture & Household Products Index), and in addition, the compensation-related policies
and practices of corporations in other industries which are similar to the Company in terms of revenues and market value, because the
Committee believes that the Company competes with such companies for executive talent. Although the Committee reviews such information
for general guidance, it does not specifically target compensation of the executive officers to compensation levels at other companies.
Annual cash compensation consists of salary and bonus. Base salaries are usually adjusted annually by establishing ranges for increases for
executive officers that reflect inflation, promotions and merit and that are similar to the ranges established for other corporate office employees.
Bonuses are adjusted annually in a similar manner. The salary ranges reflect changes observed in general compensation levels of salaried
employees, and in particular within the geographic area of the Company's corporate office and within the Company's industries. In addition, the
Company's performance for the particular year and the Company's prospects are more significant factors in determining ranges for year-end
bonuses than in determining salary ranges. In connection with the award of bonuses, corporate performance goals are considered by the
Committee in light of general economic conditions, and include items such as comparisons of year-to-year operating results, market share
performance and the achievement of budget objectives and forecasts. However, the Committee does not generally identify specific goals that
must be satisfied in order for bonuses to be awarded. Salary and bonus adjustments are subject to variances from
5
2002. EDGAR Online, Inc.
9. the established ranges for a variety of subjective factors such as an individual's contribution to the performance of the Company and its affiliates
in addition to the competitive considerations noted above. In general, the potential bonus opportunity for executive officers is up to fifty percent
of base salary.
Restricted stock awards and stock options granted under the 1991 Long Term Stock Incentive Plan are used as part of the Company's long-term
incentive arrangements, which focus the recipient on long-term enhancement in stockholder value and help retain key employees. Factors
reviewed by the Committee in determining whether to grant options and awards are generally the same factors considered in determining
salaries and bonuses described above. The Committee believes that the level of restricted stock awards and option grants must be sufficient in
size and potential value to provide a strong incentive and to reinforce the individual's commitment to the Company. The history of restricted
stock awards and stock option grants previously granted to an executive is also a factor in determining new awards and grants, and in general
the potential opportunity for annual restricted stock awards is up to thirty percent of base salary. The Committee recognizes that the dollar value
of these stock-based incentives can appreciate to substantial amounts as a result of the Company's extended vesting schedule, since there is a
longer time period for the Company's stock price to appreciate when compared to the shorter vesting schedule used by many other companies
which enable individuals to receive their incentives in a shorter time period.
Restricted stock awards granted under the 1991 Plan generally vest in ten percent annual installments over a period of ten years from the date of
grant. In general, vesting is contingent on a continuing employment or consulting relationship with the Company. The 1991 Plan provides,
however, that all shares vest immediately upon death, permanent and total disability or the occurrence of certain events constituting a change in
control of the Company. Each of the named executive officers received restricted stock awards in 1994 in conjunction with awards made to key
corporate office employees due to the improved financial performance made by the Company during the prior fiscal year.
Original option grants made under the 1991 Plan generally vest in installments beginning in the third year and extending through the eighth year
after grant, and, unless otherwise provided, may be exercised until the earlier of ten years from the date of grant or termination of the
employment or consulting relationship, as to the number of shares then exercisable. The 1991 Plan also provides that upon the occurrence of
certain events constituting a change in control of the Company, all options previously granted immediately become fully exercisable. The
Committee may permit Company Common Stock to be used in payment of federal, state and local withholding tax obligations attributable to the
exercise of options, and may accept the surrender of an exercisable option and authorize payment by the Company of an amount equal to the
difference between the option exercise price of the stock and its then fair market value.
Although there were no original option grants to the named executive officers in 1994, certain of the named executive officers received
restoration options. A restoration option is granted when a participant exercises an original stock option and pays the exercise price by
delivering shares of Company Common Stock. The restoration option is granted equal to the number of shares delivered by the participant and
does not increase the number of shares covered by the original option grant. The exercise price is 100 percent of the fair market value of
Company Common Stock on the date the restoration option is granted so that the participant benefits only from subsequent increases in the
Company's stock price.
6
2002. EDGAR Online, Inc.
10. The Committee believes that restoration options help to align more closely the interests of executives with the long-term interests of
stockholders and allow executives to maintain the level of their equity-based interest in the Company through a combination of direct stock
ownership and options.
The Committee has reviewed the proposed regulations relating to Internal Revenue Code Section 162(m) which limits the deductibility of
annual executive compensation in excess of $1,000,000 for the five highest paid executives. The Committee intends to continue arrangements
so that stock options granted under the Company's existing stock incentive plan are deductible compensation under the proposed regulations,
and is restructuring arrangements for cash bonuses in order that such bonuses will be performance-based and are therefore deductible. The
Committee continues to believe that it is in the Company's interest to retain flexibility in its compensation program, and although the remaining
compensation will in some circumstances exceed the limitation of Section 162(m) by a nominal amount, the Committee believes that any tax
deduction lost on account of such compensation will be insignificant for the foreseeable future. The Committee will continue to evaluate its
position as the regulations under
Section 162(m) are revised.
COMPENSATION OF CEO
Compensation decisions for all executives, including Mr. Manoogian, the Chairman of the Board and Chief Executive Officer, are generally
based on the criteria described above. Mr. Manoogian's salary increase is within the range of increases established by the Committee, and
reflects inflation and the other factors that are used to establish the range of increases for executive officers and other corporate office
employees. Bonuses were increased for Mr. Manoogian and the other named executive officers in light of the improvement in the Company's
financial performance in 1994.
Erwin L. Koning
John A. Morgan
Arman Simone
7
2002. EDGAR Online, Inc.
11. COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes the annual and long-term compensation of the Company's chief executive officer and the other four highest
paid executive officers (collectively, the quot;named executive officersquot;) for 1994, 1993 and 1992.
LONG-TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
---------------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(2) OPTIONS COMPENSATION(4)
--------------------------- ---- -------- -------- --------- ---------- ---------------
Richard A. Manoogian, 1994 $930,000 $477,000 $220,000 0 $214,000
Chairman of the Board 1993 908,000 294,000 0 0 68,000
and Chief Executive Officer(1) 1992 867,000 294,000 0 939,237(3) 40,000
Wayne B. Lyon, 1994 $734,000 $377,000 $175,000 0 $163,000
President and Chief 1993 699,000 323,000 173,250 126,125(3) 54,000
Operating Officer 1992 651,000 280,000 0 92,532(3) 33,000
Raymond F. Kennedy, 1994 $578,000 $298,000 $137,000 30,773(3) $118,000
Executive Vice President 1993 546,000 268,000 135,450 0 42,000
President -- Building Products 1992 502,000 238,000 545,000 48,537(3) 27,000
Ronald L. Jones, 1994 $468,000 $255,000 $111,000 0 $ 66,000
President -- Home Furnishings Products 1993 445,000 225,000 110,250 0 26,000
1992 414,000 205,000 0 0 19,000
Richard G. Mosteller, 1994 $490,000 $251,000 $117,000 27,000(3) $109,000
Senior Vice President -- Finance 1993 466,000 215,000 116,550 17,000(3) 41,000
1992 434,000 187,000 0 0 26,000
(1) The foregoing does not reflect 1994 salary and bonus Mr. Manoogian received from MascoTech as its Chairman of the Board and Chief
Executive Officer ($600,000) or from TriMas as its Chairman of the Board ($100,000).
(2) This column sets forth the dollar value as of the date of grant of restricted stock awarded under the Company's 1991 Long Term Stock
Incentive Plan (the quot;1991 Planquot;). Restricted stock awards granted to date vest over a period of ten years from the date of grant with ten percent
of each award vesting annually. In general, vesting is contingent on a continuing employment or consulting relationship with the Company. The
following number of shares were awarded to the named executive officers in 1994: Mr. Manoogian - 5,840 shares; Mr. Lyon - 4,650 shares;
Mr. Kennedy - 3,650 shares; Mr. Jones - 2,960 shares; and Mr. Mosteller - 3,100 shares. As of December 31, 1994, the aggregate number and
market value of unvested restricted shares of Company Common Stock held by each of the named executive officers under the 1991 Plan and
prior plans were: Mr. Manoogian - 55,630 shares valued at $1,259,000; Mr. Lyon - 40,025 shares valued at $906,000; Mr. Kennedy - 45,595
shares valued at $1,032,000; Mr. Jones - 26,360 shares valued at $596,000;
8
2002. EDGAR Online, Inc.
12. and Mr. Mosteller - 25,835 shares valued at $585,000. As of December 31, 1994, Mr. Manoogian held 75,000 restricted shares of MascoTech
common stock granted under the Company's Restricted Stock (Industries) Incentive Plan valued at $975,000. Recipients of restricted stock
awards have the right to receive dividends on unvested shares.
(3) No original option grants were made in 1994, 1993 or 1992. Options shown in those years consist solely of restoration options granted upon
the exercise of previously held stock options. A restoration option does not increase the number of shares covered by the original option or
extend the term of the original option.
(4) This column includes (a) Company contributions and allocations under the Company's defined contribution retirement plans for 1994 for the
accounts of each of the named executive officers: Mr. Manoogian - $64,000; Mr. Lyon - $51,000; Mr. Kennedy - $40,000; Mr. Jones -
$32,000; and Mr. Mosteller - $34,000; and (b) cash payments made pursuant to rights associated with the annual vesting of certain restricted
stock awards granted in 1989, as follows: Mr. Manoogian - $150,000; Mr. Lyon - $112,000; Mr. Kennedy - $78,000; Mr. Jones - $34,000; and
Mr. Mosteller - $75,000. For further information regarding these rights, see quot;Certain Relationships and Related Transactions.quot;
Option Grant Table
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
------------------------------------------------------------ STOCK PRICE
NUMBER OF % OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS GRANTED OPTION TERM(2)
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION --------------------
NAME OPTIONS GRANTED IN 1994 PRICE DATE 5% 10%
- --------------------- --------------- --------------- -------- ---------- -------- --------
Richard A. Manoogian 0
Wayne B. Lyon 0
Raymond F. Kennedy 7,718(1) 10.6% $ 36 12/10/97 $ 59,000 $126,000
23,055(1) 31.6% 36 2/28/01 345,000 808,000
Ronald L. Jones 0
Richard G. Mosteller 27,000(1) 37.0% $ 39 3/4 12/10/97 $221,000 $476,000
(1) Options granted in 1994 consist solely of restoration options, and are equal to the number of shares delivered to exercise prior options. The
exercise price of restoration options is equal to the market value of Company Common Stock on the date the original options were exercised.
All of the options shown in the table are exercisable currently. For further information, see quot;Executive Compensation Committee Report.quot;
(2) These amounts are based on assumed rates of appreciation only. Actual gains, if any, on stock option exercises and Company Common
Stock holdings will depend on overall market conditions and the future performance of the Company and its Common Stock. There can be no
assurance that the amounts reflected in this table will be realized.
9
2002. EDGAR Online, Inc.
13. Option Exercises and Year-End Value Table
The following table sets forth information concerning each exercise of stock options during 1994 by each of the named executive officers and
the value at December 31, 1994 of unexercised options held by such individuals. The value of unexercised options reflects the increase in
market value of Company Common Stock from the date of grant through December 31, 1994 (the closing price of Company Common Stock on
December 30, 1994 was $22 5/8 per share). The value actually realized upon future option exercises by the named executive officers will
depend on the value of Company Common Stock at the time of exercise.
AGGREGATED OPTION EXERCISES IN 1994, AND DECEMBER 31, 1994 OPTION VALUE
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1994 DECEMBER 31, 1994
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- -------- ------------- ----------- ------------- -----------
Richard A. Manoogian 0 0 580,000 677,740 $900,000 $475,000
Wayne B. Lyon 0 0 285,000 181,125 $488,000 $ 88,000
Raymond F. Kennedy 53,000 $800,000 179,000 112,310 $311,000 $ 54,000
Ronald L. Jones 0 0 177,000 75,000 $223,000 $ 96,000
Richard G. Mosteller 50,211 $923,000 147,000 112,722 $249,000 $ 99,000
Retirement Plans
The executive officers participate in pension plans maintained by the Company for certain of its salaried employees. The following table shows
estimated annual retirement benefits payable for life at age 65 for various levels of annual compensation and service under these plans.
PENSION PLAN TABLE
YEARS OF SERVICE(1)
-------------------------------------------------------------------
REMUNERATION(2) 5 10 15 20 25 30
- --------------- ------- -------- -------- -------- -------- --------
$ 200,000 $11,290 $ 22,580 $ 33,870 $ 45,161 $ 56,451 $ 67,741
400,000 22,580 45,161 67,741 90,321 112,902 135,482
600,000 33,870 67,741 101,611 135,482 169,352 203,223
800,000 45,160 90,321 135,482 180,643 225,803 270,964
1,000,000 56,451 112,902 169,352 225,803 282,254 338,705
1,200,000 67,741 135,482 203,223 270,964 338,705 406,446
(1) The plans provide for credit for employment with the Company, MascoTech, TriMas and their subsidiaries. Vesting occurs after five full
years of employment. The benefit amounts set forth in the table above have been converted from the plans' calculated five-year certain and life
benefit and are not subject to reduction for social security benefits or for other offsets, except to the extent that pension or equivalent benefits
are payable under a MascoTech or TriMas plan. The table does not
10
2002. EDGAR Online, Inc.
14. depict Internal Revenue Code (quot;Codequot;) limitations on tax-qualified plans because one of the plans is a non-qualified plan established by the
Company to restore for certain salaried employees (including the named executive officers) benefits that are otherwise limited by the Code. For
each year of credited service prior to July 1, 1971 there is an additional annual benefit equal to 2/10 of 1 percent of final average earnings in
excess of $9,000. Approximate years of credited service for the named executive officers participating in the plan are: Mr. Manoogian and Mr.
Mosteller - 30 (the maximum credited service); Mr. Lyon - 23; Mr. Kennedy - 17; and Mr. Jones - 7.
(2) For purposes of determining benefits payable, remuneration is equal to the average of the highest five consecutive January 1 annual base
salary rates paid by the Company prior to retirement.
Under the Company's Supplemental Executive Retirement and Disability Plan, certain officers and other key executives of the Company, or any
company in which the Company or a subsidiary owns at least 20 percent of the voting stock, may receive retirement benefits in addition to those
provided under the Company's other retirement plans and supplemental disability benefits. Each participant is designated by the Compensation
Committee or the Chairman of the Board (and approved by the Compensation Committee in the case of the Company officers) to receive
annually upon retirement on or after the age of 65, an amount which, when combined with benefits from the Company's other retirement plans
and for most participants any retirement benefits payable by reason of employment by prior employers, equals 60 percent of the average of the
participant's highest three years' cash compensation received from the Company (limited to base salary and regular year-end cash bonus).
Participants are limited to an annual payment, which when combined with benefits under the Company's non-qualified plan, may not exceed a
maximum, currently $366,460. A participant may also receive supplemental medical benefits. A participant who has been employed at least two
years and becomes disabled prior to retirement will receive annually 60 percent of the participant's total annualized cash compensation in the
year in which the participant becomes disabled, subject to certain limitations on the maximum payment and reduced by benefits payable
pursuant to the Company's long-term disability insurance and similar plans. Upon a disabled participant's reaching age 65, the participant
receives the annual cash benefits payable upon retirement, as determined above. A surviving spouse will receive reduced benefits upon the
participant's death. Participants are required to agree that they will not engage in competitive activities for at least two years after termination of
employment, and if employment terminates by reason of retirement or disability, during such longer period as benefits are received under this
plan. The named executive officers participate in this plan.
11
2002. EDGAR Online, Inc.
15. PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder return on Company Common Stock with the cumulative total return
of the S&P 500 Stock Index and an index consisting of an equally weighted average of the S&P Building Materials Index and the S&P
Furniture & Household Products Index (which reflect the Company's two primary business lines) for the period from January 1, 1990 through
December 31, 1994. The graph assumes investments of $100 on December 31, 1989 in Company Common Stock, the S&P 500 Stock Index
and an index consisting of an equally weighted average of the S&P Building Materials Index and the S&P Furniture & Household Products
Index, and the reinvestment of dividends.
[PERFORMANCE GRAPH]
The table below sets forth the value as of December 31 of each of the years indicated of $100 investments made on December 31, 1989 in
Company Common Stock, the S&P 500 Stock Index and an index consisting of an equally weighted average of the S&P Building Products
Index and the S&P Furniture & Household Products Index, and reinvestment of dividends.
Average of
S&P Building
Measurement Period Materials and
(Fiscal Year Covered) MASCO S&P 500 S&P Furniture Indices
1989 100.00 100.00 100.00
1990 72.12 96.89 69.03
1991 101.61 126.28 98.59
1992 131.05 135.88 116.97
1993 167.12 149.52 153.88
1994 105.54 151.55 118.07
12
2002. EDGAR Online, Inc.
16. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs. Koning, Morgan and Simone. From time to time Morgan Lewis
Githens & Ahn, of which Mr. Morgan is a partner, performs investment banking and other services for the Company and MascoTech, Inc. For
1994, the Company paid such firm aggregate fees of $500,000, plus expenses, for general investment advisory services. Eugene A. Gargaro, Jr.,
an executive officer of the Company, serves on the Compensation Committees of MascoTech and TriMas. Richard A. Manoogian, an executive
officer of MascoTech and TriMas, is Chairman of the Board and Chief Executive Officer of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MASCOTECH, INC.
The Company owns approximately 44 percent of the outstanding common stock of MascoTech which was created by the Company in its 1984
restructuring. As part of the restructuring, the Company entered into certain agreements with MascoTech.
MascoTech Corporate Services Agreement
Under a Corporate Services Agreement, the Company provides MascoTech and its subsidiaries with office space for its executive offices, use
of the Company's data processing equipment and services, certain research and development services, corporate administrative staff and other
support services in return for MascoTech's payment of an annual base service fee of .8 percent of its consolidated annual net sales, subject to
adjustments. This agreement also provides for various license rights and confidential treatment of information which may arise from the
Company's performance of research and development services on behalf of MascoTech. MascoTech paid the Company approximately $11
million for 1994 under this agreement, which is terminable by MascoTech at any time and by the Company at the end of any calendar year, in
each case upon at least 90 days notice.
MascoTech Corporate Opportunities Agreement
The Company and MascoTech have entered into a Corporate Opportunities Agreement to address potential conflicts of interest with respect to
future business opportunities. This agreement materially restricts the ability of either party to enter into businesses in which the other party is
engaged, without the consent of the other party. It will continue in effect until one year after the termination of the Corporate Services
Agreement, and thereafter will be renewed automatically for one-year periods, subject to termination by either party at least 90 days prior to any
such scheduled renewal date.
MascoTech Stock Repurchase Agreement
Under a Stock Repurchase Agreement, the Company has the right to sell to MascoTech, at fair market value, shares of MascoTech common
stock if the Company's ownership of MascoTech common stock would exceed 49 percent as a result of MascoTech repurchases of its common
stock. The
13
2002. EDGAR Online, Inc.
17. Company has advised MascoTech that it intends to exercise such right whenever necessary to prevent its ownership of MascoTech common
stock from exceeding 49 percent of the MascoTech common stock then outstanding.
MascoTech Assumption and Indemnification Agreement
Under an Assumption and Indemnification Agreement, MascoTech assumed, and agreed to indemnify the Company against, substantially all of
the liabilities and obligations of the businesses transferred to it in the Company's 1984 restructuring, including claims and litigation pending at
the time of the transfer or asserted thereafter based on events or circumstances that occurred or existed prior to the transfer.
TRIMAS CORPORATION
Effective October 1, 1988, MascoTech transferred to TriMas various businesses and cash in exchange for common stock and other securities of
TriMas. In a related transaction, the Company, which prior to such transfer had an equity ownership interest in TriMas, purchased for cash
additional TriMas common stock. As part of these transactions, TriMas agreed to indemnify MascoTech against substantially all of the
liabilities and obligations of the businesses transferred to it, and the three companies entered into certain other agreements described below. As
of March 15, 1995 the Company and MascoTech owned 5.3 percent and 41.6 percent, respectively, of outstanding TriMas common stock.
TriMas Corporate Services Agreement
Under a Corporate Services Agreement, the Company provides TriMas and its subsidiaries with use of the Company's data processing
equipment and services, certain research and development services, corporate administrative staff and other support services, in return for
TriMas' payment of an annual base service fee of .8 percent of TriMas' consolidated annual net sales, subject to adjustments. This agreement
also provides for various license rights and confidential treatment of certain information which may arise from the Company's performance of
research and development services on behalf of TriMas. TriMas paid the Company approximately $3 million in 1994 under this agreement,
which is terminable by TriMas at any time upon at least 90 days notice and by the Company at the end of any calendar year upon at least 180
days notice.
TriMas Corporate Opportunities Agreement
The Company, MascoTech and TriMas have entered into a Corporate Opportunities Agreement to address potential conflicts of interest with
respect to future business opportunities. It materially restricts TriMas' ability to enter into businesses in which the Company or MascoTech are
engaged without the consent of the Company or MascoTech. This agreement will continue in effect until at least two years after the termination
of the TriMas Corporate Services Agreement and thereafter will be renewed automatically for one-year periods, subject to termination by any
party at least 90 days prior to any such scheduled renewal date.
14
2002. EDGAR Online, Inc.
18. TriMas Stock Repurchase Agreement
Under a Stock Repurchase Agreement, the Company and MascoTech have the right to sell to TriMas, at fair market value, shares of TriMas
common stock under certain circumstances that would result in an increase in their respective ownership of the then outstanding TriMas
common stock. The Company and MascoTech have advised TriMas that they intend to exercise such right whenever necessary to prevent their
ownership of TriMas common stock from equaling or exceeding 20 percent and 50 percent, respectively, of the TriMas common stock then
outstanding, or if the Company or MascoTech then determines such action to be in its respective best interest.
OTHER RELATED TRANSACTIONS
In 1993, the Company and MascoTech partially restructured their affiliate relationships through transactions that reduced the Company's
common equity ownership of MascoTech and resulted in MascoTech's acquisition of the Company's investment in Emco Limited, a major
Canadian manufacturer and distributor of building and energy-related products. As part of the consideration for the restructuring, the Company
received from MascoTech seven-year warrants to purchase 10 million shares of MascoTech common stock at $13 per share. The Company may
not exercise the warrants if, after giving effect to such exercise, the Company would own more than 35 percent of the outstanding shares of
MascoTech common stock. The Company also entered into an agreement to purchase from MascoTech at its option through March 1997 up to
$200 million of subordinated debentures, and in connection therewith MascoTech pays an annual commitment fee to the Company of $250,000.
In addition, MascoTech agreed to file registration statements under the federal securities laws to enable the Company from time to time to
publicly dispose of securities of MascoTech held by the Company.
MascoTech GmbH, a German subsidiary of MascoTech, and Masco GmbH, a German subsidiary of the Company, have from time to time
advanced excess funds held in such foreign country to one another to be used for working capital. The parties negotiated a fluctuating rate of
interest for these loans. The largest amount outstanding payable to MascoTech GmbH during 1994 was approximately $1.7 million.
TriMas acquired several businesses from the Company in early 1990 and is obligated to make additional purchase price payments if the
combined profitability of such businesses reaches certain levels. As part of the transaction, the Company agreed to indemnify TriMas against
certain liabilities of the acquired businesses.
MascoTech and TriMas participate with the Company in a number of national purchasing programs, which enable each of them to obtain
favorable terms from certain of their service and product suppliers. From time to time, sales of products and services and other transactions may
occur among the Company, MascoTech and TriMas. During 1994 as a result of such sales and other transactions, the Company paid
approximately $5.5 million and $2.1 million to MascoTech and TriMas, respectively, and received approximately $.5 million from MascoTech.
In addition, MascoTech paid approximately $3.4 million to TriMas and TriMas paid approximately $1.9 million to MascoTech for 1994 as a
result of such sales and other transactions.
15
2002. EDGAR Online, Inc.
19. In 1988 the Company and MascoTech jointly established Masco Capital Corporation to seek business and other investment opportunities of
mutual interest that for various reasons were viewed as more appropriate undertakings on a joint basis rather than individually. In 1988 Masco
Capital made an investment in Payless Cashways, Inc., a building materials specialty retailer. In connection with this investment, Payless
entered into a multi-year supply agreement with the Company covering the purchase of certain competitively priced products of the Company
and any affiliate designated by the Company, including MascoTech. In December 1991, the Company purchased MascoTech's 50 percent
ownership interest in Masco Capital for approximately $49.5 million and may make additional payments based upon any aggregate net increase
in the value of Masco Capital's remaining investments through late 1995.
As previously disclosed, the Company devised an incentive program to assist in the retention of corporate officers and senior corporate
operating executives by providing them with the opportunity to purchase in 1989, on a restricted basis, shares of TriMas common stock owned
by the Company. Shares were purchased by the participants at a price of $11 1/4 per share (all share amounts and per share prices in this
paragraph have been adjusted for the 100 percent common stock distributions effected by TriMas in 1990 and 1993). Payment of the purchase
price was made in the form of a promissory note from each participant to the Company, maturing on June 30, 1994 and bearing interest at the
rate of 7 percent per annum payable at maturity. The participating executive officers of the Company purchased TriMas shares as follows, and
have paid their promissory notes: Gerald Bright - 20,000 shares; David A. Doran - 120,000 shares; Ronald L. Jones - 80,000 shares; Raymond
F. Kennedy - 120,000 shares; John R. Leekley - 120,000 shares; Wayne B. Lyon - 200,000 shares; Richard A. Manoogian - 640,000 shares (in
addition to 800,000 shares purchased from MascoTech pursuant to a similar program); Richard G. Mosteller - 200,000 shares; John C. Nicholls
- 80,000 shares; Robert B. Rosowski - 40,000 shares; Samuel Valenti, III - 200,000 shares; and David G. Wesenberg - 20,000 shares.
In 1989 the Company made long-term restricted stock awards to a large number of Company employees that were combined with tandem rights
to phantom TriMas shares. The value of a phantom TriMas share is deemed to be equal to the value of a share of TriMas common stock. At the
time of the grant, the aggregate value of the shares of Company Common Stock awarded to each participant was equal to the aggregate value of
the alternative phantom TriMas shares that were awarded. The phantom TriMas shares vest on the same schedule as the shares of Company
Common Stock. On each vesting date the participant receives the benefit of the then current value of the vesting shares of Company Common
Stock or the then current value of the vesting phantom TriMas shares, whichever is greater. If the value of the vesting phantom TriMas shares is
greater, the participant receives the vesting shares of the Company Common Stock and the excess is paid in cash. If the value of the vesting
phantom TriMas shares is less, the participant receives only the vesting shares of Company Common Stock.
The Company has outstanding two loans to Ronald L. Jones, the Company's President - Home Furnishings Products, originally made to assist in
compensating Mr. Jones for benefits lost when he left his prior employment and for relocation expenses in joining the Company at its offices in
North Carolina. These loans were reduced by payments of principal and interest from approximately $230,000 in 1994 to $204,000 at the
present time. The loans are evidenced by a 5.12 percent demand promissory note in the principal amount of $100,000 and a 7 percent
promissory note for the balance.
16
2002. EDGAR Online, Inc.
20. In 1993, as part of its plan to dispose of its energy-related businesses, MascoTech sold to TriMas Lamons Metal Gasket Co., for a purchase
price of $60 million plus additional future payments contingent upon the profitability of Lamons. As part of the transaction, MascoTech agreed
to indemnify TriMas against certain liabilities of the acquired business.
Subject to certain conditions, TriMas has agreed, upon the request of MascoTech or the Company, to file registration statements under the
federal securities laws to permit the sale of TriMas common stock in public offerings. In addition, the Company and MascoTech entered into
arrangements with TriMas pursuant to which TriMas has registered shares of TriMas common stock held by certain executives of the Company
and MascoTech, including Richard A. Manoogian, under the incentive programs established by such companies which are described above.
TriMas provides indemnification against certain liabilities arising from such transactions.
Ownership of securities and various other relationships and incentive arrangements may result in conflicts of interest in the Company's dealings
with MascoTech, TriMas and others. The MascoTech and TriMas Corporate Opportunities Agreements and other aspects of the relationships
among the three companies may affect their ability to make acquisitions and develop new businesses under certain circumstances. Four persons
affiliated with the Company are members of MascoTech's Board of Directors and three persons affiliated with the Company are members of
TriMas' Board of Directors. Mr. Manoogian, the Company's Chairman of the Board and Chief Executive Officer, is also the Chairman of the
Board and Chief Executive Officer of MascoTech and the Chairman of the Board of TriMas and is a significant stockholder of all of the three
companies. Mr. Morgan, who is a Director of the Company, is also a Director of MascoTech and TriMas, and Mr. Mosteller, who is an
executive officer of the Company, is also a Director of MascoTech. Mr. Gargaro, an executive officer of the Company, is also a Director of
MascoTech and TriMas. Officers and other key employees of the Company receive benefits based upon the value of the common stock of the
Company, MascoTech and TriMas under certain Company programs. See quot;Compensation of Executive Officers.quot;
17
2002. EDGAR Online, Inc.
21. The following table sets forth the number of shares of MascoTech and TriMas common stock beneficially owned as of March 15, 1995 by the
Company's Directors and named executive officers and by the Directors and executive officers of the Company as a group:
SHARES OF COMMON
SHARES OF COMMON STOCK OF TRIMAS
STOCK OF MASCOTECH CORPORATION
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
- ---------------------------------------------------------- ------------------- -------------------
Dr. Lillian Bauder........................................ 0 0
Ronald L. Jones........................................... 0 800
Raymond F. Kennedy........................................ 4,030 60,000
Erwin L. Koning........................................... 3,000 1,160
Wayne B. Lyon............................................. 38,000 181,484
Richard A. Manoogian...................................... 4,931,142 1,801,852
John A. Morgan............................................ 24,000 8,000
Richard G. Mosteller...................................... 1,000 0
Arman Simone.............................................. 10,000 2,880
Peter W. Stroh............................................ 0 0
All 19 Directors and executive officers of the Company as
a group (excluding subsidiary, divisional and group
executives)............................................. 5,155,172 2,344,326
The only Director or executive officer of the Company who beneficially owns one percent or more of MascoTech or TriMas common stock is
Mr. Manoogian, who owns 8.6 percent of MascoTech common stock and 4.9 percent of TriMas common stock. Directors and executive
officers of the Company as a group own 9.0 percent of MascoTech common stock and 6.4 percent of TriMas common stock. Shares
beneficially owned by Mr. Manoogian and by Directors and executive officers of the Company as a group include in each case 202,560 shares
of MascoTech common stock and 33,008 shares of TriMas common stock owned by the charitable foundations in which Mr. Manoogian is a
Director, and 225,806 shares of MascoTech common stock which could be acquired upon conversion of convertible debt securities owned by
the foundations. In addition, Mr. Manoogian may be deemed to be the beneficial owner of 200,000 shares of MascoTech's $1.20 Convertible
Preferred Stock (1.9 percent of the total issue outstanding) owned by one of the charitable foundations, and Mr. Kennedy owns 5,000 shares of
MascoTech's preferred stock. Shares owned by Mr. Manoogian, Mr. Kennedy, and by all Directors and executive officers of the Company as a
group include 161,200 shares, 4,030 shares and 165,230 shares, respectively, of MascoTech common stock into which such preferred stock is
convertible. Shares owned by Mr. Lyon and by all Directors and executive officers of the Company as a group include in each case 2,000
shares of MascoTech common stock and 7,184 shares of TriMas common stock owned by a charitable foundation of which Mr. Lyon is a
Director. Shares owned by all Directors and executive officers of the Company as a group include 27,000 shares of MascoTech common stock
and 6,284 shares of TriMas common stock owned by trusts of which an executive officer is a trustee. Shares owned by Mr. Simone and by all
Directors and executive officers of the Company as a group include 10,000 shares of MascoTech common stock owned by a charitable
organization of which Mr. Simone is a Director. The Directors of the foundations and the charitable organization and the trustee exercise voting
and investment power with respect to the MascoTech and TriMas securities owned by such foundations, the
18
2002. EDGAR Online, Inc.
22. charitable organization and trusts, and Messrs. Manoogian, Simone and Lyon, and the executive officer who is trustee for the trusts, disclaim
beneficial ownership of such securities.
Shares are owned with sole voting and investment power, except for shares owned by such foundations, the charitable organization and trusts,
shares of MascoTech issuable upon conversion of preferred stock or convertible debt securities, shares of MascoTech issuable under stock
options that are exercisable prior to May 15, 1995 (840,000 shares for both Mr. Manoogian and all Directors and executive officers of the
Company as a group), and unvested restricted shares of MascoTech common stock issued under the Company's (Industries) Plan, (70,000
shares for Mr. Manoogian and 79,600 shares for all Directors and executive officers of the Company as a group) and under MascoTech's
Restricted Stock Incentive Plan (26,320 shares for both Mr. Manoogian and all Directors and executive officers of the Company as a group).
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at the 1996 Annual Meeting of Stockholders of the Company must be received by the
Company at its address stated above by December 22, 1995, to be considered for inclusion in the Company's Proxy Statement and Proxy
relating to such meeting.
INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. has acted as the Company's independent accounting firm for a number of years and is so acting during
the current year. Representatives of Coopers & Lybrand L.L.P. are expected to be present at the meeting, will have the opportunity to make a
statement and are expected to be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to be voted upon at the meeting. If any other matters properly come before the meeting, it is
the intention of the proxies named in the enclosed Proxy to vote the shares represented thereby with respect to such matters in accordance with
their best judgement.
By Order of the Board of Directors
EUGENE A. GARGARO, JR.
Secretary
Taylor, Michigan
April 18, 1995
19
2002. EDGAR Online, Inc.
23. MASCO'S
ANNUAL MEETING OF STOCKHOLDERS
AT MASCO CORPORATE HEADQUARTERS
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
Meeting Location Map
[MAP]
Directions to Masco Corporation Headquarters
FROM DOWNTOWN DETROIT (EAST)
- - Take I-94 west to the Pelham Road exit.
- - Turn right onto Pelham Road and travel to Van Born Road. - - Turn left onto Van Born Road and proceed to the corporate office.
FROM METRO AIRPORT (WEST)
- - Take I-94 east to Pelham/Southfield Road exit. - - Turn left onto Pelham and travel to Van Born Road.
- - Turn left onto Van Born Road and proceed to the corporate office.
FROM SOUTHFIELD/BIRMINGHAM (NORTH)
- - Take the Southfield Freeway to the Outer Drive/Van Born Road exit. - - Stay on the service drive and proceed to Van Born Road. - - Bear
right onto Van Born Road and travel to the corporate office.
FROM TOLEDO (SOUTH)
- - Take I-75 north to the Telegraph Road north exit. - - Proceed on Telegraph Road north to Van Born Road.
- - Turn right on Van Born Road and proceed to the corporate office.
2002. EDGAR Online, Inc.
24. (1) Election of Directors FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] EXCEPTIONS [X]
listed below for all nominees listed below
Nominees as Class I directors. If elected, the nominees will serve until the 1998 Annual Meeting of Stockholders or until their
respective successors are elected and qualified:
WAYNE B. LYON, ARMAN SIMONE AND PETER W. STROH
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the quot;Exceptionsquot; box and strike a line through that
nominee's name.)
(2) In their discretion upon such other business as may properly come before the meeting.
The shares represented by this Proxy will be voted in accordance with the specifications above. IF SPECIFICATIONS ARE NOT MADE, THE
PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.
Change of Address or [X]
Comments Mark Here
Please sign exactly as name appears at left. Executors, administrators,
trustees, et al, should so indicate when signing. If the signature is
for a corporation, please sign the full corporate name by an authorized
officer. If the signature is for a partnership, please sign the full
partnership name by an authorized person. If shares are registered in
more than one name, all holders must sign.
Dated: __________________________________________________, 1995
_________________________________________________________ (L.S.)
Signature
_________________________________________________________ (L.S.)
Signature
VOTES MUST BE INDICATED [X]
(X) IN BLACK OR BLUE INK.
Please sign, date and return the proxy card promptly using the enclosed envelope.
____________________________________________________________________________________________________________________________________
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 17, 1995
MASCO CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, hereby revoking any Proxy heretofore given, appoints RICHARD A. MANOOGIAN and EUGENE A. GARGARO, JR. and
each of them attorneys and proxies for the undersigned, each with full power of substitution, to vote the shares of Company Common
Stock registered in the name of the undersigned to the same extent the undersigned would be entitled to vote if then personally
present at the Annual Meeting of Stockholders of Masco Corporation to be held at the offices of the Company at 21001 Van Born Road,
Taylor, Michigan 48180, on Wednesday, May 17, 1995 at 10:00 A.M. Eastern daylight time and at any adjournment thereof.
The undersigned hereby acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement.
(Continued and to be dated and signed on the reverse side.)
MASCO CORPORATION
P.O. BOX 11531
NEW YORK, N.Y. 10203-0531
2002. EDGAR Online, Inc.