def14a
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 þ
Filed by a party other than the registrant o
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Preliminary proxy statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive proxy statement |
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Definitive additional materials |
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Soliciting material pursuant to Rule 14a-12 |
NATIONAL PRESTO INDUSTRIES
(Name of Registrant as Specified in Its Charter)
NATIONAL PRESTO INDUSTRIES
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
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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. |
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National Presto Industries, Inc.
Eau Claire, Wisconsin 54703
September 2, 2005
Dear Shareholder:
Enclosed with this letter you will find the notice of our Annual Meeting of Stockholders,
which will be held at our offices in Eau Claire on October 18, 2005.
We sincerely hope that you will be able to be present to meet the management of your
company, see the new products that will be displayed at the meeting, and cast your vote for the
proposed amendment to the Restated Articles of Incorporation and the election of directors. If,
however, you find that you are unable to attend the meeting in person, we urge that you
participate by voting your stock by proxy. You may cast your vote by signing and returning the
enclosed proxy card.
On March 31, 2005, we mailed you our annual report for 2004, which contained a description
of our business and also included audited financial statements for that year. If you did not
receive a copy of the 2004 annual report, you may do so by contacting the Secretary of the
Company at 715-839-2119. Enclosed with this letter is a proxy statement which contains
information regarding the annual meeting and the business to be conducted thereat.
It is with great reluctance we announce that Michael J. OMeara has decided not to stand
for re-election to the Board. Mike has served as a Director for the past nine years. His keen
insight and business acumen have had a significant positive impact on Board decisions during his
tenure. Mikes contributions will be sorely missed by those of us who continue on the Board.
The Nominating/Corporate Governance Committee has recommended and the full Board has
nominated Joseph G. Stienessen, who is a CPA and principal with Larson, Allen, Weishair and
Company, LLP, a certified public accounting firm, to fill Mikes vacancy on the Board. If
elected, Joe will be designated the Audit Committee financial expert, where his extensive
accounting experience for business clients will prove to be a valuable asset to the Board and
the Audit Committee.
We are always pleased to hear from our shareholders, and if you cannot be present in person
at the meeting, we would be happy to have your letters expressing your viewpoints on our
products and businesses or to answer any questions that you might have regarding your company.
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/s/ MARYJO COHEN
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Chair of the Board and President |
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TABLE OF CONTENTS
NATIONAL PRESTO INDUSTRIES, INC.
3925 North Hastings Way
Eau Claire, Wisconsin 54703
Notice of Annual Meeting of Stockholders
TO THE STOCKHOLDERS OF NATIONAL PRESTO INDUSTRIES, INC.:
The Annual Meeting of Stockholders of National Presto Industries, Inc., will be held at the
offices of the Company, 3925 North Hastings Way, Eau Claire, Wisconsin 54703, on Tuesday,
October 18, 2005, at 2:00 p.m. (CDT), for the following purposes:
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(1) |
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to elect two directors for three year terms ending in 2008 and
until their successors are elected, |
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(2) |
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to consider a proposal to amend Article 6 (A) of the Restated
Articles of Incorporation, and |
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(3) |
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to transact such other business as may properly come before the meeting. |
Stockholders of record at the close of business on August 10, 2005, will be entitled to
vote at the meeting and any adjournment thereof.
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James F. Bartl |
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Secretary |
September 2, 2005 |
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STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. PLEASE USE THE
ENCLOSED ENVELOPE IN RETURNING YOUR PROXY.
NATIONAL PRESTO INDUSTRIES, INC.
3925 North Hastings Way
Eau Claire, WI 54703
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 18, 2005
The accompanying proxy is solicited by the Board of Directors of National Presto
Industries, Inc. (the Company), for use at the Annual Meeting of Stockholders to be held at
3925 North Hastings Way, Eau Claire, Wisconsin 54703 on October 18, 2005 at 2:00 p.m. (CDT) (the
Annual Meeting), and any adjournment thereof. When such proxy is properly executed and
returned, the shares it represents will be voted at the meeting and at any adjournment thereof.
Any stockholder giving a proxy has the power to revoke it at any time before it is voted.
Presence at the meeting of a stockholder who has signed a proxy does not alone revoke that
proxy; the proxy may be revoked by returning a later dated proxy, giving written notice to the
Secretary of the Company, or attending the Annual Meeting and voting in person.
At the Annual Meeting stockholders will be asked:
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(1) |
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to elect two directors for three year terms ending in 2008 and until their
successors are elected, |
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to consider a proposal to amend Article 6 (A) of the Restated Articles of
Incorporation, and |
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to transact such other business as may properly come before the meeting. |
Only stockholders of record as of the close of business on August 10, 2005, will be
entitled to vote at the Annual Meeting. The presence in person or by proxy of holders of a
majority of the shares of stock entitled to vote at the Annual Meeting shall constitute a quorum
for the transaction of business. Abstentions and proxies submitted by brokers who do not have
authority to vote on certain matters will be considered present at the Annual Meeting for
purposes of determining a quorum. The approximate date on which this proxy statement and form of
proxy were first mailed to stockholders is September 2, 2005.
Directors are elected by a plurality of the votes cast, which means the individuals who
receive the largest number of votes will be elected as directors up to the maximum number of
directors to be chosen in the election. Therefore, shares voted as withhold authority to vote
will have no effect on the election of directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 6,826,148 shares were outstanding
and entitled to vote as of the close of business on the record date, August 10, 2005. Each of
the 6,826,148 outstanding shares of common stock is entitled to one vote and there is no
cumulative voting.
1
The following table sets forth information provided to the Company as to beneficial
ownership of the Companys common stock as of the record date by (i) the only shareholders known
to the Company to hold 5% or more of such stock, (ii) each of the directors and executives of
the Company named in the Summary Compensation Table, and (iii) all directors and officers as a
group. Unless otherwise indicated, all shares represent sole voting and investment power.
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Amount and Nature |
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Percent of |
Beneficial Owner |
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of Beneficial Ownership |
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Common Stock |
Maryjo Cohen
3925 N. Hastings Way
Eau Claire, WI 54703
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1, 951,157(1)(2)
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28.6 |
% |
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Melvin S. Cohen
3925 N. Hastings Way
Eau Claire, WI 54703
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394,814(1)(3)
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5.8 |
% |
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Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Santa Monica, CA 90401
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384,708(4)
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5.6 |
% |
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Royce & Associates, LLC
1414 Avenue of the Americas
New York, NY 10019
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730,700(4)
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10.7 |
% |
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Barclays Global Investors
45 Fremont Street
San Francisco, CA 94105
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342,032(4)
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5.0 |
% |
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Gabelli Asset Management, Inc.
One Corporate Center
Rye, NY 10580-1435
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360,167(5)
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5.3 |
% |
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James F. Bartl
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16,532 |
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(6)
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Donald E. Hoeschen
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1,246 |
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(6)
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Randy F. Lieble
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1,506 |
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(6)
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Lawrence J. Tienor
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801 |
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(6)
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Michael J. OMeara
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100 |
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(6)
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Richard N. Cardozo
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Patrick J. Quinn
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200 |
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(6)
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All officers and directors as a group
(10 persons)
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2,087,241(7)
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30.6 |
% |
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(1) |
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Includes 104,625 shares owned by the L.E. Phillips Family Foundation, Inc. (the
Phillips Foundation), a private charitable foundation of which the named person is an officer
and/or director and as such exercises shared voting and investment powers. |
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(2) |
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Includes 1,669,664 shares held in a voting trust described in the section below
captioned Voting Trust Agreement, for which Ms. Cohen has sole voting power, and 175,554
shares owned by private charitable foundations (other than the Phillips Foundation) and family
member trusts of which Ms. Cohen is a co-trustee, officer, or director, and as such exercises
shared voting and investment powers. |
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(3) |
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Includes 290,189 shares owned by charitable trusts and private charitable
foundations (other than the Phillips Foundation) of which Mr. Cohen is a co-trustee, officer, or
director, and as such exercises shared voting and investment powers. Does not include shares
held in a voting trust described in the section below captioned Voting Trust Agreement, for
which Mr. Cohen holds voting trust certificates. Pursuant to the voting trust, Mr. Cohen does
not have the power to vote or dispose of such shares. |
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(4) |
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Based on February 2005 Schedule 13-G filing with the Securities and Exchange
Commission, Dimensional Fund Advisors, Inc. and Royce & Associates, LLC held sole voting and
dispositive power for all of their beneficially owned shares; Barclays Global Investors held
sole voting power for 279,460 shares, sole dispositive power for 342,032 shares, and no shared
voting or dispositive power for its shares. |
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(5) |
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Based on February 2005 Schedule 13-D filing with the Securities and Exchange
Commission, Gabelli Asset Management, Inc. held sole voting power for 350,167 of its shares,
sole dispositive power for all of its shares, and no shared voting or dispositive power for its
shares. |
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(6) |
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Represents less than 1% of the outstanding shares of common stock of the Company. |
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(7) |
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Includes options for 750 shares currently exercisable by three officers under the
National Presto Industries, Inc. 1988 Stock Option Plan. |
The information contained in the foregoing footnotes is for explanatory purposes only,
and the persons named in the foregoing table disclaim beneficial ownership of shares owned or
held in trust for any other person, including family members, trusts, or other entities with
which they may be associated. Stock ownership information contained in this Proxy Statement was
obtained from the Companys shareholder records, filings with governmental authorities, or from
the named directors and officers.
Section 16 (a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3, 4 and 5 and any amendments thereto pursuant to Section 16
of the Securities and Exchange Act of 1934, the Company believes all such forms were filed on a
timely basis by reporting persons during the fiscal year ended December 31, 2004.
Voting Trust Agreement
The first two individual beneficial owners listed in the foregoing table, and eight other
persons comprising extended family members and related trusts, have entered into a voting trust
agreement with respect to the voting of an aggregate of 1,669,664 shares of common stock of the
Company. The voting trust agreement will terminate on December 4, 2009, unless sooner terminated
by the voting trustee or unanimous written consent of all the parties to the voting trust
agreement, or unless extended by unanimous written consent by all parties to the agreement. The
voting trustee under the agreement is Maryjo Cohen. Under the agreement, the voting trustee
exercises all rights to vote the shares subject to the voting trust with respect to all matters
presented for shareholder action.
3
NOMINEES AND DIRECTORS
Two directors are to be elected at the Annual Meeting for a term of three years. The
Restated Articles of Incorporation and the Bylaws of the Company currently provide for six
directors, divided into three classes of two members each. At each annual meeting, successors of
the class whose term of office expires in that year are elected for a three-year term. The two
nominees who receive the highest number of votes will be elected directors of the Company for
the three-year term commencing at the Annual Meeting. Upon recommendation of the
Nominating/Corporate Governance Committee, the Board of Directors propose as nominees Mr. James
F. Bartl, Senior Vice President and Secretary of the Company, whose term expires at the meeting,
and Mr. Joseph G. Stienessen, who is a CPA and principal with Larson, Allen, Weishair and
Company, LLP, a midwest based regional certified public accounting firm. Each of the directors
and nominees, except Mr. Bartl, Mr. Cohen, and Ms. Cohen, has been determined by the Board of
Directors to qualify as an independent director as defined by the rules of the New York Stock
Exchange.
Unless otherwise directed, the proxies solicited by the Board of Directors will be voted
for the election as directors of the nominees named above. The Company believes that each
nominee named above will be able to serve; but should any nominee be unable to serve as a
director, the persons named in the proxies have advised that they will vote for the election of
such substitute nominee as the Board may propose.
4
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table provides information as to the directors and nominees of the Company.
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Principal Occupation; |
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Directors |
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Business Experience |
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Director |
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Term To |
Director |
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Age |
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Past 5 Years |
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Since |
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Expire |
James F. Bartl*
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65 |
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Senior Vice President
and Secretary of the
Company
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1995 |
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2005 |
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Joseph G. Stienessen*
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60 |
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Principal with Larson, Allen,
Weishair and Company, LLP,
an accounting firm; prior to
November 2003, CPA and
Managing Partner of
Stienessen, Schlegel and
Company, LLC |
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Melvin S. Cohen
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87 |
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Chairman Emeritus of the
Board of the Company
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1949 |
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2006 |
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Maryjo Cohen
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53 |
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Chair of the Board, President
and Chief Executive
Officer of the Company(1)
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1988 |
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2006 |
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Richard N. Cardozo
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69 |
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Professor Emeritus, Carlson
School of Management,
University of Minnesota;
Senior Scholar, Florida
International University
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1998 |
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2007 |
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Patrick J. Quinn
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55 |
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Chairman and President,
Ayres Associates, an
engineering firm
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2001 |
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2007 |
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* |
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Nominee |
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(1) |
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Ms. Cohen is the daughter of Mr. Cohen. |
The Board of Directors recommends that shareholders vote FOR each nominee listed.
Vote Required and Other Information
The affirmative vote of the holders of a plurality of the shares of the common stock of the
Company represented at the Annual Meeting in person or by proxy is required for the election of
the above nominees. Proxies solicited herewith will be voted in accordance with instructions
given. When specific instructions are not given, such proxies will be voted FOR the election
of the above nominees.
5
During 2004 there were three Board of Directors meetings. Each of the Directors attended
all of the meetings of the Board of Directors and all meetings of committees on which that
director served, with the exception of Mr. Cohen who missed two meetings. All Directors, with
the exception of Mr. Bartl, attended the 2004 Annual Meeting. The attendance policy for members
of the Board of Directors may be reviewed in the corporate governance section of the Companys
web site located at www.gopresto.com. Directors of the Company, other than those who are also
executive officers, currently receive annual compensation of $25,000. This amount includes
$1,000 for each Board meeting and $500 for each Committee meeting attended. Executive officers
are not compensated for services as Board members.
The Company has Audit, Compensation, and Nominating/Corporate Governance Committees
consisting of Messrs. OMeara, Cardozo, and Quinn, each an independent director as defined by
the rules of the New York Stock Exchange. The charters for each of these committees is posted on
the Companys web site located at www.gopresto.com. See the Audit Committee Report for a
description of the functions performed by the Audit Committee. During 2004, the Audit Committee
held five meetings. The Company has not yet designated an audit committee financial expert as
that term is defined in the Securities and Exchange Commissions rules and regulations. However,
if Mr. Stienessen is elected as proposed, the Company intends to designate him as the Audit
Committee Financial Expert. The Compensation and Nominating/Corporate Governance Committees were
formed in October 2004 and had no meetings in 2004.
The Companys Board of Directors has established a process whereby shareholders may send
communications to the Board of Directors, as well as to the presiding director of executive
sessions attended by only non-management directors. The manner in which shareholders can send
communications to the Board is set forth on the Companys web site located at www.gopresto.com
in the corporate governance section.
In identifying prospective director candidates, the Nominating/Corporate Governance
Committee (herein the Nominating Committee) considers its personal contacts, recommendations
from shareholders, and recommendations from business and professional sources, but does not pay
a fee to any third party. The Nominating Committees policy is to consider qualified candidates
for positions on the Board recommended in writing by shareholders. Shareholders wishing to
recommend candidates for Board membership should submit the recommendations in writing to the
Secretary of the Company at least ninety (90) days prior to May 16, 2006, with the submitting
shareholders name and address and pertinent information about the proposed nominee similar to
that set forth for the nominees named herein. When evaluating the qualifications of potential
new Directors, or the continued service of existing Directors, the Nominating Committee
considers a variety of criteria, including the individuals reputation for honesty and
integrity; respect from leaders and the general citizenry in the community in which the
individual resides; the individuals knowledge of business principles and intellectual capacity
to quickly grasp and understand the intricacies of the Companys businesses; attainment of
official status with a leading company, agency, educational institution, or other form of
enterprise; accessibility geographically and otherwise for meetings; specialized skills or
expertise; diversity of background; independence; financial expertise; freedom from conflicts of
interest; ability to understand the role of a Director; and ability to fully perform the duties
of a Director. While candidates recommended by shareholders will generally be considered in the
same manner as any other candidate, special consideration will be given to existing Directors
desiring to stand for re-election given their history of service and their knowledge of the
Company, as well as the Boards knowledge of
6
their level of contribution resulting from such service. Shareholders wishing to recommend for
nomination or nominate a director should contact the Companys Secretary for a copy of the
relevant procedure for submitting nominations and a full delineation of the criteria considered
by the Nominating Committee when evaluating potential new Directors or the continued service of
existing Directors.
Audit Committee Report
Members of the Audit Committee are independent as defined by the rules of the New York
Stock Exchange and the Board of Directors has determined that no member has a relationship to
the Company that may interfere with the exercise of their independence from management of the
Company. It is the purpose of the Audit Committee to assist the Board of Directors in fulfilling
its oversight responsibilities relating to: (1) the integrity of the Companys financial
statements, (2) the Companys compliance with legal and regulatory requirements, (3) the
independent auditors qualifications and independence, and (4) the performance of the Companys
internal audit function and independent auditors. Committee members have conducted an open and
comprehensive dialogue with the Companys auditors regarding the 2004 year-end audited financial
statements and have reviewed and discussed those statements with management.
The Audit Committee members reviewed, discussed and ratified the nature and the extent of
the services to be provided by Grant Thornton LLP, including services rendered in 2004, the
costs and fees for such services, and the effect of such fee arrangements on the independence of
the auditors. The Committee has also discussed with the auditors matters related to SAS 61,
received written disclosures from the auditors required by ISB Standard No. 1, and discussed
with the auditors their independence. As a consequence of its evaluation and review, the
Committee recommended to the full Board that the audited financial statements be included in the
Companys annual report on Form 10-K for the 2004 calendar year based upon the aforementioned
review and discussion.
Submitted by members of the Audit Committee:
Michael J. OMeara Richard N. Cardozo Patrick J. Quinn
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning annual compensation paid by
the Company to the Companys chief executive officer and each of the four highest paid executive
officers whose salary and bonus exceeded $100,000 for the fiscal year ended December 31, 2004.
SUMMARY COMPENSATION/PENSION ACCRUED BENEFIT TABLE
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Annual Compensation |
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All Other |
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Name and Principal Position |
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Year |
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Salary |
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Bonus |
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Compensation(1) |
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Maryjo Cohen |
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2004 |
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$ |
64,000 |
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$ |
235,000 |
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$ |
149,675 |
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Chair of the Board, President, |
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2003 |
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64,000 |
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226,000 |
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4,000 |
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Chief Executive Officer and Director |
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2002 |
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64,000 |
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216,000 |
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4,000 |
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James F. Bartl |
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2004 |
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$ |
44,600 |
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$ |
222,400 |
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$ |
344,680 |
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Senior Vice President, Secretary, |
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2003 |
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44,600 |
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213,400 |
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4,000 |
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and Director |
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2002 |
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44,600 |
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204,400 |
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4,000 |
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Donald E. Hoeschen |
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2004 |
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$ |
41,370 |
|
|
$ |
153,500 |
|
|
$ |
221,545 |
|
Vice President-Sales |
|
|
2003 |
|
|
|
41,370 |
|
|
|
147,500 |
|
|
|
3,657 |
|
|
|
|
2002 |
|
|
|
41,370 |
|
|
|
141,500 |
|
|
|
3,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Randy F. Lieble |
|
|
2004 |
|
|
$ |
40,000 |
|
|
$ |
145,000 |
|
|
$ |
140,575 |
|
Vice President, Treasurer |
|
|
2003 |
|
|
|
40,000 |
|
|
|
120,000 |
|
|
|
2,900 |
|
and Chief Financial Officer |
|
|
2002 |
|
|
|
40,000 |
|
|
|
105,000 |
|
|
|
2,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence J. Tienor |
|
|
2004 |
|
|
$ |
37,790 |
|
|
$ |
108,710 |
|
|
$ |
213,680 |
|
Vice President-Engineering |
|
|
2003 |
|
|
|
37,790 |
|
|
|
98,710 |
|
|
|
2,629 |
|
|
|
|
2002 |
|
|
|
37,790 |
|
|
|
92,210 |
|
|
|
2,392 |
|
|
|
|
(1) |
|
The amounts shown in this column are matching contributions made by the
Company to the individuals 401(k) retirement plan account. Amounts for 2004 also include the
accrued benefit paid October 1, 2004, as a result of terminating the Companys defined benefit
plan as of December 31, 2003. Beginning as of January 1, 2004, the Company increased its annual
contribution to the 401(k) plan as a result of terminating the defined benefit plan. |
8
AGGREGATE OPTION EXERCISE
AND FISCAL YEAR-END OPTION VALUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised |
|
|
Value of Unexercised |
|
|
|
Shares |
|
|
|
|
|
|
Options At |
|
|
In-The-Money Options |
|
|
|
Acquired On |
|
|
Value |
|
|
Fiscal Year-End (#) |
|
|
At Fiscal Year-End ($) |
|
Name |
|
Exercise (#) |
|
|
Realized ($) |
|
|
Exercisable/Unexercisable |
|
|
Exercisable/Unexercisable |
|
Donald E. Hoeschen |
|
|
-0- |
|
|
|
-0- |
|
|
|
250 / 500 |
|
|
|
2,246 / 4,493 |
|
Randy F. Lieble |
|
|
-0- |
|
|
|
-0- |
|
|
|
250 / 0 |
|
|
|
1,028 / 0 |
|
Certain Relationships and Related Transactions
Melvin S. Cohen, Chairman Emeritus of the Company, was paid $30,000 for consultation
services in 2004. During the year, Mr. Cohen was consulted on a variety of matters based upon
his executive experience and knowledge of the Companys operations. As of 2005, Mr. Cohen no
longer is engaged by the Company as a paid consultant.
Compensation Committee Interlocks and Insider Participation
As described below in the report on executive compensation, members of the Board of
Directors determined the compensation of the executive officers of the Company last year. This
included the compensation of those executive officers who also serve as directors, namely,
Maryjo Cohen, Chair of the Board, President, and Chief Executive Officer, and James F. Bartl,
Senior Vice President and Secretary. Ms. Cohen and Mr. Bartl do not participate in any decisions
regarding their own compensation.
Executive officers of the Company, including Ms. Cohen and Mr. Bartl, also serve as
directors and executive officers of the Companys subsidiaries.
Board Report on Executive Compensation
Decisions on executive compensation are made by the Board of Directors. The Compensation
Committee was formed in 2004, subsequent to the Boards establishment of 2004 compensation.
Consequently, this report is from the Board of Directors. Salaries and bonus compensation are
reviewed annually at or near the end of the Companys fiscal year.
Historically the Company has maintained salaries at a level that is considered to be below
salaries for executives of comparable companies. This provides a more conservative approach to
base compensation if the Company experiences significant adverse operating results that the
Board of Directors, in cooperation with the Compensation Committee, believes should result in a
reduction in total compensation. Salaries historically have been supplemented by amounts
characterized as bonus compensation, which is paid in cash as described in the above Summary
Compensation Table. The Board and Compensation Committee consider, however, salaries and bonuses
together to determine if total compensation, irrespective of how characterized, is reasonably
related to the services
9
provided. As of January 1, 2005, the amount characterized as bonus compensation was consolidated
into the salary payments.
The Company has not relied upon stock incentives as a principal part of its compensation
program for its executives. However, the Company has made available stock purchase arrangements
for executive officers. The last such arrangement for any of the executive officers named in the
foregoing table was in 1997.
The Board believes that the total salary and bonus compensation paid to its executives is
appropriate in relationship to the size and nature of the Companys business, total compensation
of other executives of similar businesses, the longevity of such officers service with the
Company, the limited number of senior executives employed by the Company, and the results that
have been achieved by its management group (the amounts previously characterized as bonus
compensation have not been based upon a percentage or other formula utilizing revenues, income,
or other financial data or measures of Company performance as predicates). As of this time, no
compensation or other consultant has been retained by the Board or the Compensation Committee to
evaluate executive compensation. Consideration is given, however, to data generally made
available on executive compensation by such organizations.
The Company had been utilizing the salary and discretionary bonus approach described above
for more than 25 years. Because of their substantial stock ownership, the interests of Ms.
Cohen, the Companys senior officer, and Mr. Cohen, Chairman Emeritus, are substantially related
to the interests of all stockholders. Mr. Bartl also has material stock interests in relation to
his compensation level.
The basis for the compensation of Ms. Cohen as Chair of the Board, President and Chief
Executive Officer is determined in the same manner as the compensation for the other executive
officers. In establishing Ms. Cohens compensation, consideration was given to her demonstrated
competence over many years, the scope of responsibilities assumed, and her expertise in a
variety of significant niches within the business. No specific weight was assigned to any of
these factors and, as in the case of other executives, no formula was utilized for determining
bonus compensation.
Section 162(m) of the Internal Revenue Code imposes an annual deduction limitation of $1.0
million on the compensation of certain executive officers of publicly held companies. The Board
of Directors and Compensation Committee do not believe that the Section 162(m) limitation will
materially affect the Company in the near future based on the level of the compensation of the
executive officers. If the limitation would otherwise apply, the Board of Directors in
cooperation with the Compensation Committee could defer payment of a portion of the bonus to
remain under the $1.0 million annual deduction limitation.
Submitted by the Companys Board of Directors:
|
|
|
|
|
|
|
|
|
Melvin S. Cohen
|
|
James F. Bartl
|
|
Richard N. Cardozo |
|
|
Maryjo Cohen
|
|
Michael J. OMeara
|
|
Patrick J. Quinn |
10
Performance Graph
The performance graph below compares cumulative five-year shareholder returns on an indexed
basis with the Standard and Poors 500 Composite Index (the S&P 500 Index) and a Peer Group
comprised of small appliance industry competitors (the Peer Group). The companies comprising
the Peer Group are set forth at the bottom of this page. The performance graph is not
necessarily indicative of future performance.
FIVE-YEAR TOTAL RETURN COMPARISON OF
NATIONAL PRESTO, S&P 500 INDEX, AND PEER GROUP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
1999 |
|
|
2000 |
|
|
2001 |
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
National Presto Industries, Inc. |
|
§ |
|
|
100.0 |
|
|
|
92.2 |
|
|
|
89.0 |
|
|
|
97.3 |
|
|
|
123.8 |
|
|
|
160.5 |
|
S&P500 Index |
|
s |
|
|
100.0 |
|
|
|
90.9 |
|
|
|
80.1 |
|
|
|
62.4 |
|
|
|
80.3 |
|
|
|
89.0 |
|
Peer Group |
|
- - - - - - |
|
|
100.0 |
|
|
|
57.0 |
|
|
|
63.5 |
|
|
|
45.0 |
|
|
|
61.2 |
|
|
|
56.3 |
|
Assumes $100 invested on December 31, 1999, in National Presto Industries, Inc. common
stock, the S&P 500 Index, and the Peer Group. Total return assumes reinvestment of dividends.
Peer Group Companies: National Presto Industries, Inc., Salton, Inc., and Applica, Inc.
The performance graph above shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement into any filing under the Securities Act of 1933
(the 1933 Act) and Securities Exchange Act of 1934 (the 1934 Act), except to the extent that
the Company specifically incorporates this information by reference, and shall not otherwise be
deemed filed under the 1933 or 1934 Act.
11
AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
Proposed Amendment
Management seeks approval by the stockholders of an Amendment to Article 6 (A) of the
Restated Articles of Incorporation whereby the number of directors will be reduced from six to
five and the number of directors in one class will be reduced to one. Immediately following the
Annual Meeting, Melvin S. Cohen will resign as a director resulting in a total of five
directors, three of whom will be outside, independent directors as required by the New York
Stock Exchange Corporate Governance Standards. In conjunction with and because of this change
stockholders will also be requested to amend the language in Article 6 (A) regarding the current
classified board, whereby the classified board would consist of two classes with two directors
in each class and one class with one director in that class (as compared to the current language
that provides for three classes of two directors in each class). In order to accomplish the
foregoing, stockholders will be asked to amend the first two sentences of Article 6 (A), so that
these sentences would read as follows:
Article 6 (A)
The number of directors which shall constitute the whole Board of Directors of the
Corporation shall be five. The Board of Directors shall be divided into three classes with
two classes of two directors and one class of one director and the term of office of one
class expiring each year.
The Board of Directors must be comprised of a majority of outside, independent directors to
comply with the New York Stock Exchange Corporate Governance Standards. As a consequence,
management recommends to the stockholders that they approve the proposed amendment.
General Effect and Purpose of the Amendment
Adoption of the amendment by the stockholders will coincide with the resignation of Melvin
S. Cohen as a director, thereby reducing the number of directors to five and resulting in the
three outside, independent directors (Messrs. OMeara, Cardozo, and Quinn), constituting a
majority of the Board of Directors. If Mr. Stienessen is elected by the stockholders to succeed
Mr. OMeara, as proposed by the Company, the outside, independent directors will continue to
make up a majority of the Board. With a majority of the Board being comprised of outside,
independent directors, the Company will thereby be in compliance with the New York Stock
Exchange revised Corporate Governance Standards. If the proposed amendment is not approved by
the shareholders, the Board will have a vacancy until such time the Restated Articles of
Incorporation can be amended. The Board of Directors recommends that shareholders vote FOR
amending Article 6 (A) of the Restated Articles of Incorporation.
Vote Required
The affirmative vote of the holders of at least three-quarters (75%) of the shares of
common stock of the Company outstanding as of August 10, 2005, is required to adopt the
amendment. Proxies solicited herewith will be voted in accordance with the instructions given.
When Specific Instructions are Not Given, Such Proxies Will Be Voted in Favor of Approval of the
Amendment to the Restated Articles of Incorporation.
12
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Certified Public Accountants, was the independent registered public
accounting firm for the Company for the fiscal years ended December 31, 2003 and 2004. It has
been selected by the Audit Committee to be the independent registered public accounting firm for
the Company during the fisca1 year ending December 31, 2005. The Audit Committee meets with
representatives of Grant Thornton LLP to review its comments and plans for future audits. It is
not anticipated that any representative of such auditing firm will be present at the Annual
Meeting of Stockholders.
The following fees have been incurred by the company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees(1) |
|
|
Audit Related Fees(2) |
|
|
Tax Fees(3) |
|
|
All Other Fees (4) |
|
Year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003 |
|
$ |
77,000 |
|
|
$ |
25,000 |
|
|
$ |
11,000 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 |
|
|
267,000 |
|
|
|
11,000 |
|
|
|
13,000 |
|
|
|
|
|
|
|
|
(1) |
|
Includes audit fee for financial statement audits, 10-Q reviews,
Sarbanes-Oxley 404 controls work and related expenses. |
|
(2) |
|
Audit related fees include fees for consultation related to new accounting
standards, questions related to SEC filings and other accounting research. |
|
(3) |
|
Tax fees consist of review of Federal and State income tax returns, and advice
related to various tax matters. |
|
(4) |
|
There were no other fees. |
Grant Thornton LLP did not provide any financial information, design or implementation
services for the Company during fiscal years ended December 31, 2003 and 2004.
In accordance with the Audit Committee charter, the Committee must review and, in its sole
discretion, pre-approve the independent auditors annual engagement letter and all audit,
audit-related, tax and other permissible services proposed to be provided by the independent
auditor in accordance with the applicable New York Stock Exchange listing standards and United
States Securities and Exchange Commission rules, and the fees for such services.
OTHER MATTERS
The cost of preparing, assembling, and mailing this proxy statement, the notice, and form
of proxy will be borne by the Company. The management has made no arrangement to solicit proxies
for the meeting other than by use of mail, except that some solicitation may be made by
telephone, facsimile, email, or personal calls by officers or regular employees of the Company.
The Company will, upon request, reimburse brokers and other persons holding shares for the
benefit of others in accordance with the rates approved by the New York Stock Exchange for
their expenses in forwarding proxies and accompanying material and in obtaining authorization
from beneficial owners of the Companys stock to give proxies.
13
The Board of Directors knows of no other matters to be brought before this Annual Meeting.
If other matters should come before the meeting, however, it is the intention of each person
named in the proxy to vote such proxy in accordance with his or her judgement on such matters.
The Annual Report of the Company for the past fiscal year was mailed to shareholders on
March 31, 2005 and contains the Companys financial statement for the fiscal year ended December
31, 2004. National Presto Industries, Inc. Annual Report and Form 10-K annual report on file
with the Securities and Exchange Commission may be obtained, without charge, upon written
request to James F. Bartl, Secretary, National Presto Industries, Inc., 3925 North Hastings Way,
Eau Claire, Wisconsin 54703, phone number 715-839-2119. Copies of exhibits to Form 10-K may be
obtained upon payment to the Company of the reasonable expense incurred in providing such
exhibits.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented for action at the 2006 Annual Meeting of Stockholders
of the Company (the 2006 Annual Meeting) by any stockholder of the Company must be received by
the Secretary of the Company at 3925 North Hastings Way, Eau Claire, Wisconsin 54703, not later
than December 1, 2005, in order for such proposal to be included in the Companys proxy
statement and proxy relating to the 2006 Annual Meeting. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy relating to the 2006
Annual Meeting any stockholder proposal which does not meet all of the requirements for such
inclusion at the time in effect.
Pursuant to Rules 14a-4 and 14a-5(e) of the Securities and Exchange Commission, as amended,
which govern the use by the Company of its discretionary voting authority with respect to
certain shareholder proposals, should the Company receive notice after February 14, 2006, of any
such stockholder proposal which will be circulated independent of the Companys proxy statement,
the persons named in proxies solicited by the Board of Directors of the Company for its 2006
Annual Meeting may exercise discretionary voting power with respect to any such proposal.
|
|
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
James F. Bartl, Secretary |
14
Notice of
Annual
Meeting
and
Proxy
Statement
Annual Meeting of Stockholders
October 18, 2005
Please sign and return the
enclosed proxy card promptly.
National Presto Industries, Inc.
Eau Claire, Wisconsin 54703
NATIONAL PRESTO INDUSTRIES, INC.
Proxy
Eau Claire, Wisconsin 54703
Telephone (715) 839-2119
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Maryjo Cohen and James F. Bartl and each of them jointly
and severally as proxies, with the power to appoint substitutes, and hereby authorizes them to
represent and to vote as designated below, all the shares of common stock of National Presto
Industries, Inc., held of record by the undersigned on August 10, 2005, at the Annual Meeting
of Stockholders to be held on October 18, 2005 and any adjournment thereof.
The Board of Directors recommends a vote FOR both nominees and approval of the amendment to
the Restated Articles of Incorporation.
|
|
|
|
|
|
|
1.
|
|
ELECTION OF DIRECTORS
|
|
FOR both nominees listed below
(except as marked to the contrary below) o
|
|
WITHHOLD authority to vote
for both nominees listed below o |
|
|
|
James F. Bartl
|
|
Joseph G. Stienessen |
(INSTRUCTIONS: To vote against any individual nominee write that nominees name in the space
provided below.)
2. |
|
Proposal to amend Article 6 (A) of the Restated Articles of Incorporation. |
|
|
|
|
|
o For
|
|
o Against
|
|
o Abstain |
3. |
|
In their discretion, the Proxies are authorized to vote upon such other business as may
properly come before the
meeting. |
(Continued, and to be signed, on the other side)
This proxy when properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be
voted FOR both
nominees specified in Item 1 and FOR the proposed amendment to the Restated Articles of
Incorporation specified in Item 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
|
|
|
|
|
Please sign exactly as name appears below. |
|
|
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by President or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person. |
|
|
|
|
|
DATED ________________, 2005 |
|
|
|
|
|
Signature __________________________________________ |
|
|
|
|
|
Signature if held jointly ____________________________ |