DEF 14A 1 a87809ddef14a.htm DEFINITIVE PROXY STATEMENT Beckman Coulter, Inc.
Table of Contents

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
[X]   Definitive Proxy Statement
[   ]   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[   ]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

 

Beckman Coulter, Inc.


(Name of Registrant as Specified In Its Charter)

 

 


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

         
[X]   Fee not required.
[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:


    (2)   Aggregate number of securities to which transaction applies:


    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


    (4)   Proposed maximum aggregate value of transaction:


    (5)   Total fee paid:


[   ]   Fee paid previously with preliminary materials.
[   ]   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:


    (2)   Form, Schedule or Registration Statement No.:


    (3)   Filing Party:


    (4)   Date Filed:



Table of Contents

Beckman Coulter Logo

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

       You are invited to attend the 2003 Beckman Coulter, Inc. Annual Meeting of Stockholders:

     
When:
  10:00 a.m. (local Pacific time) on Thursday, April 3, 2003
Where:
  Corporate Headquarters, 4300 N. Harbor Blvd., Fullerton, CA
Items of
Business
  • To elect a class of directors to serve, until the expiration of their term in 2006 and until their successors are elected and qualified (Proposal 1)
    • To conduct such other business as may properly come before the meeting or any adjournment thereof.
Record Date:
  You are entitled to vote if you are a stockholder of record at the close of business on February 3, 2003.
Voting by
Proxy:
  Your Board of Directors is soliciting your proxy to assure that a quorum is present and that your shares are represented and properly voted. Please see the attached Proxy Statement and enclosed proxy card for information on submitting your proxy over the Internet, by telephone, or by mailing back the traditional proxy card (no extra postage is needed for the enclosed envelope if mailed in the U.S.). If you later decide to vote at the meeting, information on withdrawal of proxies prior to the meeting is also provided. You may receive more than one set of proxy materials and proxy cards. Please promptly submit your proxy for the shares represented by each proxy card you receive in order to assure that all shares are represented.
Attendance at
Meeting:
  If you plan to attend, please be sure to mark the box provided on the proxy card or so indicate when prompted if submitting your proxy by Internet or telephone.
Recommendation:
  Your Board of Directors recommends that you vote “For” Proposal 1.

      Your vote is important. Whether or not you expect to attend the meeting, please submit your proxy promptly in order to assure that a quorum is present.

  By Order of the Board of Directors
  -s- William H. May
 
  William H. May
  Vice President, General Counsel
  and Secretary

February 28, 2003


TABLE OF CONTENTS
INTRODUCTION
VOTING INFORMATION
Stockholders Who May Vote
Quorum; Effect of Votes
Proxy Voting and Revocation of Proxy
PROPOSAL 1: ELECTION OF DIRECTORS
Director Nominees For Term Expiring In 2006
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
Continuing Directors
Certain Relationships and Related Transactions
Board and Committee Meetings
Board Committees
AUDIT COMMITTEE REPORT(1)
Compensation Committee Interlocks and Insider Participation
Board Compensation and Benefits
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
By Directors and Executive Officers
By Others
Section 16(a) Beneficial Ownership Reporting Compliance
EXECUTIVE COMPENSATION
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
PERFORMANCE GRAPH
INDEPENDENT PUBLIC ACCOUNTANTS
Audit and Non-Audit Fees
ANNUAL REPORT
DEADLINE FOR STOCKHOLDER PROPOSALS
OTHER BUSINESS


Table of Contents

TABLE OF CONTENTS

           
Page

Introduction
    1  
Voting Information
    1  
 
— Stockholders Who May Vote
    1  
 
— Quorum; Effect of Votes
    2  
 
— Proxy Voting and Revocation of Proxy
    2  
Proposal 1: Election of Directors
    3  
 
— Director Nominees for Term Expiring in 2006
    3  
Additional Information about the Board of Directors
    4  
 
— Continuing Directors
    4  
 
— Certain Relationships and Related Transactions
    5  
 
— Board and Committee Meetings
    6  
 
— Board Committees
    6  
 
— Audit Committee Report
    7  
 
— Compensation Committee Interlocks and Insider Participation
    8  
 
— Board Compensation and Benefits
    8  
Security Ownership of Certain Beneficial Owners and Management
    9  
 
— By Directors and Executive Officers
    9  
 
— By Others
    10  
 
— Section 16(a) Beneficial Ownership Reporting Compliance
    10  
Executive Compensation
    11  
Organization and Compensation Committee Report on Executive Compensation
    16  
Performance Graph
    19  
Independent Public Accountants
    20  
 
— Audit and Non-Audit Fees
    20  
Annual Report
    20  
Deadline for Stockholder Proposals
    20  
Other Business
    20  

i


Table of Contents

(BECKMAN COULTER LOGO)

BECKMAN COULTER, INC.

4300 N. Harbor Blvd., Box 3100
Fullerton, California 92834-3100


PROXY STATEMENT


 
INTRODUCTION

      This Proxy Statement is sent to you in connection with the solicitation of proxies by the Board of Directors of Beckman Coulter, Inc., a Delaware Corporation, for use at the 2003 Annual Meeting of Stockholders. The meeting will be held at the Company’s headquarters, 4300 N. Harbor Boulevard, Fullerton, California, at 10:00 a.m. (local Pacific Time) on Thursday, April 3, 2003, and any adjournment or postponement thereof. Copies of this Proxy Statement and the accompanying proxy are being mailed to stockholders on or about February 28, 2003.

      As used in this Proxy Statement, “Annual Meeting” refers to the meeting described above, “Company” or “Beckman Coulter” refers to Beckman Coulter, Inc., “Common Stock” refers to the Company’s common stock, par value $.10, and “Record Date” for the Annual Meeting refers to February 3, 2003.

      On October 5, 2000, the Board of Directors of the Company declared a 2-for-1 stock split in the form of a 100% stock dividend payable on December 7, 2000, to holders of record of the Company’s Common Stock as of the close of business on November 15, 2000 (the “split”). In connection with the split certain adjustments were made to the Company’s stock-based compensation plans and outstanding awards thereunder. All information in this Proxy Statement regarding the Company’s Common Stock and awards under the Company’s stock-based compensation plans gives effect to the split and the related adjustments.

      The Company pays the cost of this solicitation, made on behalf of the Board of Directors. In addition to solicitation by mail, officers and employees of the Company may solicit proxies by telephone, by facsimile, or in person. The Company has engaged the firm of D. F. King & Co., Inc. as proxy solicitors, whose fee for such services is estimated to be $10,000 plus reimbursement of out-of-pocket expenses. The Company will also reimburse brokers, nominees, fiduciaries and other custodians for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of the stock.

VOTING INFORMATION

 
Stockholders Who May Vote

      Only holders of record of the Company’s Common Stock at the close of business on the Record Date are entitled to vote at the Annual Meeting. On the Record Date, there were outstanding for voting purposes 61,312,534 shares of Common Stock. Each stockholder shall have one vote per share on all business of the Annual Meeting.

      The Company’s Benefit Equity Trust, established to assist the Company in meeting its stock-related obligations for benefit programs, holds 2,200 of the shares outstanding for voting purposes. These shares are voted by the trustee in the same proportion as instructions received from employees recently participating in the Company’s Employees’ Stock Purchase Plan.

1


Table of Contents

Quorum; Effect of Votes

      The presence, in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s Common Stock will constitute a quorum at the Annual Meeting. Outstanding shares of Common Stock represented by stockholders who duly execute and return proxies on the accompanying proxy card, or who use the Internet or telephonic process to authorize the named proxies to vote those shares, will be treated as being present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy indicates a vote, an abstention from a vote, a withholding of a vote for the election of one or more nominees for director, or a broker non-vote.

      Directors are to be elected by a plurality of the votes cast at the meeting in person or by proxy by the holder of shares entitled to vote in the election. Stockholders may vote for or withhold voting for any or all nominees for the Board of Directors by so indicating on the accompanying proxy card or when prompted according to Internet or telephonic proxy instructions. If a proxy instruction indicates that a vote is being withheld in connection with the election of one or more nominees for director, the shares represented by that proxy will not be counted as casting votes for such director nominees, although they will be included in determining the number of shares present at the meeting and entitled to vote on the subject matter.

      Under the rules of the New York Stock Exchange, Inc. brokers who hold shares in street name for customers have the authority to vote on the election of directors and certain other matters when they have not received instructions from beneficial owners, but lack such authority on other matters. Proxies subject to such broker non-votes would not be counted as casting votes for or against any matter as to which authority was so withheld, and the shares covered by such proxies would not be included in determining the number of shares present at the meeting and entitled to vote on the subject matter in question. Under Proposal 1, presented below, such brokers have authority to vote on the election of directors without instructions from beneficial owners.

      The Company does not presently know of any other business that may properly come before the stockholders for a vote at the Annual Meeting. As to such other matters, unless a greater or different vote were required by applicable law, the certificate of incorporation or the by-laws, the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter would be required to approve such matter, and abstentions and broker non-votes would be treated as described above.

Proxy Voting and Revocation of Proxy

      Stockholders may choose one of three ways to submit their proxies:

  •  Via Internet: Visit the web site shown on your card to vote via the Internet
 
  •  By Telephone: Call the toll-free telephone number on your proxy card to vote by phone
 
  •  By Mail: Mark, sign, date and mail your proxy card(s) to EquiServe Trust Company, N.A. in the enclosed U.S. postage-paid envelope.

      If you vote via the Internet or by telephone, you do not need to return your proxy card by mail.

      The shares represented by duly executed and returned proxies in the accompanying form or by proxies properly submitted by use of the Internet and telephone procedures which are received in time for the Annual Meeting will be voted. A stockholder may revoke the proxy at any time prior to its use at the Annual Meeting by filing written notice of such revocation with the Secretary of the Company at the address shown above, by submitting a later dated and properly executed proxy, or by voting in person at the Annual Meeting.

      Unless you indicate otherwise in your proxy, the persons named as your proxies will vote FOR all of the nominees for director under Proposal 1. Although the Company does not presently know of any other business to be presented at the meeting, should any other business properly come before the meeting, the persons named as your proxies, to the extent permitted by law, will have discretion to vote and will vote in accordance with their best judgment.

2


Table of Contents

PROPOSAL 1:     ELECTION OF DIRECTORS

      Three members of the Board are proposed to be elected for a term expiring at the annual meeting of stockholders in 2006.

      The Board currently consists of eleven persons and is divided into three classes, with the term of office of one class expiring each year. All director nominees are currently directors of the Company. Each of the nominees has consented to serve as director for the three-year term. If any of them should decline or be unable to act as a director, the persons named in the proxy will vote for such substitute nominee, or nominees, as may be designated by the Board unless the Board reduces the number of directors accordingly. Mr. O’Neil will complete his term at the Annual Meeting. He is retiring from the Board, having exceeded the age of 70 and is not standing for reelection. The Board expresses its appreciation for Mr. O’Neil’s contributions to the Company.

Director Nominees For Term Expiring In 2006

 
Peter B. Dervan, PH.D Director since 1997

      Dr. Dervan, 57, has been a member of the faculty at the California Institute of Technology since 1973 where he is currently Bren Professor of Chemistry in the Division of Chemistry and Chemical Engineering. He serves on the Scientific Advisory Boards of Gilead Sciences, GeneSoft, and Fluidigm, and is a member of the Scientific Advisory Board of the Robert A. Welch Foundation. Dr. Dervan is a member of the National Academy of Sciences, the American Academy of Arts and Sciences, and the Institute of Medicine (NAS). He is a director of GeneSoft.

 
Risa J. Lavizzo-Mourey, M.D., MBA Director since 2001

      Dr. Lavizzo-Mourey, 48, is President and CEO at the Robert Wood Johnson Foundation, having been a Senior Vice President until recently. She served as the Director of the Institute on Aging and Chief of the Division of Geriatric Medicine from 1994 to 2001 and the Sylvan Eisman Professor of Medicine and Health Care Systems at the University of Pennsylvania from 1997. She is also a member of the Institute of Medicine of the National Academy of Science. She has served on numerous federal advisory committees including the Task Force on Aging Research, the Office of Technology Assessment Panel on Preventive Services for Medicare Beneficiaries, the Institute of Medicine’s Panel on Disease and Disability Prevention Among Older Adults and the President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry. Dr. Lavizzo-Mourey is a Director for Hanger Orthopedic Group.

 
Glenn S. Schafer Director since July 2002

      Mr. Schafer, 53, has been President and board member of Pacific Life Insurance Company since 1995. He currently oversees Pacific Life’s securities, real estate, institutional products, annuities and mutual funds divisions, and the broker dealer network, as well as the treasury, finance and administrative areas of the company. Mr. Schafer joined Pacific Life as Vice President, Corporate Finance in 1986, was elected Senior Vice President and Chief Financial Officer in 1987, and in 1991, Executive Vice President and Chief Financial Officer. He is a member of the American Institute of Certified Public Accountants and a Fellow of the Life Management Institute. Mr. Schafer serves on the board of directors of Scottish Annuity and Life Holdings, Ltd., and is a member of the Michigan State University President’s Advisory Board. He is also a member of the advisory board of Court Appointed Special Advocates (CASA) in Orange County, California.

      The Board of Directors recommends a vote “FOR” the above nominees. The persons named in the accompanying proxy intend to vote the shares represented by the proxy for the election of the director nominees listed above, unless authority to vote for one or more of such nominees is withheld in the proxy. The proxies cannot be voted for a greater number of persons than the number of nominees named. A plurality of the votes cast at the meeting in person or by proxy by the holders of shares entitled to vote in the election is required to elect directors.

3


Table of Contents

ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS

Continuing Directors

      In addition to directors elected at this Annual Meeting, seven directors continue in office with terms expiring in 2004 and 2005. The following directors compose the remainder of the Board with terms expiring as shown:

• Term Expiring In 2004

      RONALD W. DOLLENS, 56, is President and Chief Executive Officer of Guidant Corporation, a global leader in the medical device industry. Guidant Corporation provides innovative, minimally invasive and cost-effective products and services for the treatment of cardiovascular and vascular disease. Prior to the formation of Guidant Corporation in December 1994, Mr. Dollens served as President of Eli Lilly and Company’s Medical Devices and Diagnostics Division (MDD). In 1985, Mr. Dollens was named Senior Vice President, Sales, Marketing, and Product Development for Advanced Cardiovascular Systems, Inc. (ACS), a MDD company. In 1988, he became ACS’ President and Chief Executive Officer. He assumed his current post as President and Chief Executive Officer of Guidant when the company was formed in 1994. Mr. Dollens serves on the Board and is former Chairman of the Advanced Medical Technology Association (AdvaMed), previously known as the Health Industry Manufacturers Association (HIMA), and is on the Boards of Alliance for Aging Research, Healthcare Leadership Council, Indiana Health Industry Forum, Kennetic Concepts, Inc., and United Way of Central Indiana. He also serves on the Boards of Butler University, Eiteljorg Museum, St. Vincent Hospital Foundation, and the Indiana State Symphony Society. Additionally, Mr. Dollens has been appointed by the U.S. Health and Human Services Secretary to serve on the newly created Advisory Committee on Regulatory Reform. He has been a director since 1999.

      CHARLES A. HAGGERTY, 61, is currently Chief Executive Officer of Le Conte Assoc., LLC, a consulting & investment company in Laguna Niguel, California. Previously, he was Chairman, President and Chief Executive Officer of Western Digital Corporation, a manufacturer of hard disk drives from 1993 until his retirement in 2000. Prior thereto, he served IBM Corporation in various positions for 28 years, holding the posts of Vice President of IBM’s Worldwide OEM Storage Marketing from 1991 to May 1992 and of Vice President/ General Manager, Low-End Mass-Storage Products from 1989 to 1991. He is a member of the Board of Trustees of the University of St. Thomas, St. Paul, Minnesota. Mr. Haggerty also serves as a director of Pentair, Inc., Vixel Corporation, and Deluxe Corporation. He has been a director since 1996.

      WILLIAM N. KELLEY, M.D., 63, is a Professor of Medicine and Professor of Biochemistry and Biophysics at the University of Pennsylvania School of Medicine. He served as Chief Executive Officer of the University of Pennsylvania Medical Center and Health System, Dean of the School of Medicine and Executive Vice President of the University from 1989 to 2000. He was the John G. Searle Professor and Chairman of the Department of Internal Medicine and Professor of Biological Chemistry at the University of Michigan in Ann Arbor from 1975 to 1989. He currently serves on the Board of Trustees of Emory University. He is a member of the Institute of Medicine of the National Academy of Sciences. He is a fellow of the American Academy of Arts and Sciences, a member of the Association of American Physicians and the American Philosophical Society, and a Master of the American College of Physicians. Dr. Kelley is a director of Merck & Co., Inc., GenVec, Inc., and Advanced Biosurfaces. He has been a director of Beckman Coulter since 1994.

 
•  Term Expiring In 2005

      HUGH K. COBLE, 68, is Vice Chairman Emeritus of the Board of Fluor Corporation, a global engineering and construction company. He joined Fluor Corporation in 1966 where he held various executive positions in marketing and operations with over ten years of international assignments and retired in 1997 after thirty-one years of service. He is a member of the American Institute of Chemical Engineers, the National Society of Professional Engineers, the American Petroleum Institute, and the World Business Advisory Council. He also

4


Table of Contents

serves on the board of directors of Flowserve Corporation and Escend Technologies, Inc. Mr. Coble has been a director of Beckman Coulter since 1996.

      VAN B. HONEYCUTT, 58, is Chairman and Chief Executive Officer of Computer Sciences Corporation (“CSC”), a worldwide provider of management consulting and information technology solutions and services. He joined CSC in 1975 and has held many posts with CSC and its subsidiaries, including most recently those of President and Chief Operating Officer of CSC from 1993 to 1995, and President and Chief Executive Officer from 1995 to 2001. He became Chairman in 1997 and continues as Chairman and Chief Executive Officer to the present. He also serves as a member of the President’s National Security Telecommunications Advisory Committee, which consists of no more than thirty presidentially appointed industry leaders who provide industry-based analyses and recommendations on a wide range of policy and technical issues. He also serves as a director of Tenet Healthcare Corporation. Mr. Honeycutt has been a director of Beckman Coulter since 1998.

      JOHN P. WAREHAM, 61, is Chairman, President and Chief Executive Officer of Beckman Coulter. He became Chairman in February 1999, Chief Executive Officer in September 1998 and President in October 1993. He also served as the Company’s Chief Operating Officer from October 1993 to September 1998 and as Vice President, Diagnostic Systems Group, from 1984 to 1993. Prior to 1984, he had served as President of Norden Laboratories, Inc., a wholly owned subsidiary of SmithKline Beckman Corporation engaged in developing, manufacturing and marketing veterinary pharmaceuticals and vaccines, having first joined SmithKline Corporation, a predecessor of SmithKline Beckman Corporation, in 1968. He is a director and past Chairman of AdvaMed, the Advanced Medical Technology Association (formerly the Health Industry Manufacturers Association), a member of the Board of Trustees of the Manufacturers Alliance/ MAPI, a member of the Center for Corporate Innovation, a member of the Chief Executive Roundtable of the University of California — Irvine, a member of the Advisory Council of the Keck Graduate Institute of Applied Life Sciences, and a director of Steris Corporation. He has been a director of Beckman Coulter since 1993.

      BETTY WOODS, 64, served as President and Chief Executive Officer of Premera Blue Cross, formerly Blue Cross of Washington and Alaska, one of that area’s largest health care contractors, and also served as Chief Executive Officer of PREMERA, holding company of Premera Blue Cross from 1992 until her retirement in July 2000. She joined Premera Blue Cross in 1976. She serves on the Board of Directors of Pacific Northwest Bank, is Chair of the Board of Trustees of Western Washington University, and is a founding member of the National Institute for Health Care Management. She has been a director of Beckman Coulter since 1994.

Certain Relationships and Related Transactions

      In connection with the Company’s relocation of Elias Caro and his family to Southern California from Miami, Florida in June 2001 and prior to his appointment as an executive officer, the Company advanced $200,000 to assist in the purchase of his residence. The loan is at prime interest rate with a maturity date of September 12, 2006. The terms of the loan provide that it be secured by a Deed of Trust. In the event of default under the Deed of Trust or if Mr. Caro’s employment with the Company terminates the full amount of the principal and interest are due immediately. If Mr. Caro remains with the Company through the maturity date, the principal is due to be repaid to the Company in full and, as a retention incentive, the Company will forgive the interest accruing under this loan. Mr. Caro became an executive officer of the Company in January 2003 at which time he was appointed President, Biomedical Research Division.

5


Table of Contents

Board and Committee Meetings

      For 2002, the average aggregate Board and committee meeting attendance for all current directors was approximately 91%, with each director attending at least 75% of all meetings of the Board and any committees on which he or she served, except Mr. Dollens who attended 59% of all such meetings. Board meetings totaled five and committee meetings totaled 17 during 2002. The Board’s Audit and Finance Committee held six meetings; the Organization and Compensation Committee, six meetings; and the Nominating and Corporate Governance Committee held five meetings.

Board Committees

     
Committee Name/Current Members Committee Function


Audit and Finance Committee
Current Members:
  
Mr. O’Neil (Chair)
  Mr. Dollens
  Mr. Haggerty
  Dr. Lavizzo-Mourey
  Mr. Schafer
  Ms. Woods
  • Oversees financial and operational matters involving accounting, Corporate Finance, internal and independent auditing, internal controls, financial reporting, compliance, and business ethics
• Oversees other financial audit, and compliance functions as
assigned by the Board
• Reviews areas of potential significant financial risk to the Company
• Monitors the independence and performance of the independent
accounting firm
• Provides an avenue of communication among the independent
auditors, management, the internal auditing services department,
and the Board of Directors

   
Organization and
Compensation Committee
Current Members:
  
Dr. Kelley (Chair)
  Mr. Coble
  Dr. Dervan
  Mr. Dollens
  Mr. Honeycutt
  Ms. Woods
  • Reviews and approves major Company organization structure, reviews performance of Company officers and establishes overall executive compensation policies and programs
• Reviews and approves compensation elements such as base salary, bonus awards, stock option grants and other forms of long-term incentives for Company officers (no member of the committee may be a member of management or eligible for compensation other than as a director or consultant)
• Reviews succession plans for Company officers
• Reviews Board compensation and stock ownership matters

   
Nominating and Corporate
Governance Committee
Current Members:
  
Mr. Coble (Chair)
  Dr. Dervan
  Mr. Haggerty
  Mr. Honeycutt
  Dr. Kelley
  Dr. Lavizzo-Mourey
  • Develops criteria to determine the qualifications and appropriate tenure of directors
• Reviews such qualifications and makes recommendations to the Board regarding director nominees to fill vacancies
• Considers stockholder recommendations for Board nominees, which stockholders may submit by delivery to the Secretary of the Company at its headquarters in Fullerton, California, and it may take such action or no action with regard to any such recommendations, as it considers appropriate
• Periodically reviews stockholder enhancement provisions in the Company’s certificate of incorporation, by-laws and other corporate documents
• Considers social, ethical and environmental responsibility and matters of significance in areas related to corporate public affairs

6


Table of Contents

AUDIT COMMITTEE REPORT(1)

      The Audit and Finance Committee of the Board is responsible for providing independent, objective oversight of the Company’s Financial and operational matters involving Corporate Finance, accounting, internal and independent auditing, internal controls, financial reporting, compliance, and business ethics. The Audit and Finance Committee is composed of six directors, each of whom is independent as defined by the New York Stock Exchange listing standards and the Sarbanes-Oxley Act of 2002. The Audit and Finance Committee operates under a written charter approved by the Board of Directors.

      Management is responsible for the Company’s internal controls and financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit and Finance Committee’s responsibility is to monitor and oversee these processes.

      In connection with these responsibilities, the Audit and Finance Committee met with management and the independent accountants to review and discuss the consolidated financial statements for the year ended December 31, 2002. The Audit and Finance Committee also discussed with the independent accountants the matters required by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit and Finance Committee also received written disclosures from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit and Finance Committee discussed with the independent accountants that firm’s independence.

      Based upon the Audit and Finance Committee’s discussions with management and the independent accountants, and the Audit and Finance Committee’s review of the representations of management and the independent accountants, the Audit and Finance Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. The Audit and Finance Committee also recommended to the Board of Directors, and the Board approved, the selection of the Company’s independent accountants.

  AUDIT AND FINANCE COMMITTEE
 
  C. Roderick O’Neil, Chair
  Ronald W. Dollens
  Charles Haggerty
  Risa J. Lavizzo-Mourey, M.D.
  Glenn S. Schafer
  Betty Woods


(1)  This Section is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filing.

7


Table of Contents

Compensation Committee Interlocks and Insider Participation

      No member of the Company’s Organization and Compensation Committee is a current or former officer or employee of the Company. In addition, there are no compensation committee interlocks between Beckman Coulter and other entities involving Beckman Coulter executive officers and Beckman Coulter Board members who serve as executive officers of such other entities.

Board Compensation and Benefits

      Retainer and Fees. Non-employee directors currently receive retainers in quarterly increments based on an annualized rate of $48,000 a year, or $52,000 a year for Committee Chairs. Directors are not paid an additional business fee if receiving consulting fees for the Company. No directors currently receive consulting fees from the Company. Directors who are also employees of the Company, such as Mr. Wareham, receive no additional compensation for service on the Board.

      Since 1995, non-employee directors have had the opportunity to defer all or a portion of their fees under the Deferred Directors Fee Program until termination of their status as directors. Since 1998, the program has allowed an additional deferred premium of up to 30% of the deferred compensation amount depending on the percentage of deferral in stock units above 40% and up to 100% of annual compensation. All amounts are treated as having been invested in the Company’s Common Stock and thus are valued according to fluctuations in the market price of the Common Stock. Distributions will be made in shares of the Company’s Common Stock. Note 3 to the table under “Security Ownership of Certain Beneficial Owners and Management — By Directors and Executive Officers” below includes the number of shares of the Company’s Common Stock as of December 31, 2002 for each current director who has elected to participate in this plan since its inception. Beginning in 2003, deferrals may be made into a cash account, a stock unit account, or a combination of both and will be paid out in the form of cash or stock accordingly.

      The Board adopted Non-Employee Directors’ Stock Ownership Guidelines in 2003 under which non-employee directors within five years will hold four times his or her annual retainer amount, including stock held in the Deferred Directors Fee Program.

      Options, Restricted Stock, and Matching Gift Program. Members of the Board who have not been an employee of the Company or any of its subsidiaries for at least one year prior to the date of grant automatically receive a non-qualified option to purchase 5,000 (split adjusted) shares of the Company’s Common Stock, pursuant to the Company’s 1998 Incentive Compensation Plan. The option price of each option granted is the fair market value on the date of grant. Options are generally exercisable six months from the date of grant (subject to the individual serving as director for the duration of that period) and expire ten years after the date of grant (subject to earlier termination if the director ceases to serve as a director).

      The amount of shares pursuant to outstanding options under this plan which are exercisable or which will become exercisable within 60 days are listed in note 1 to the table shown under “Security Ownership of Certain Beneficial Owners and Management — By Directors and Executive Officers” below.

      Non-employee directors may also participate in the Company’s Matching Gift Program generally available to employees of the Company. Under this program, the Company will match gifts to qualifying tax-exempt educational institutions up to $5,000 annually.

8


Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

By Directors and Executive Officers

      The following table sets forth the amount of shares of the Company’s Common Stock beneficially owned (as of February 14, 2003, unless otherwise indicated) by current directors of the Company and the named executive officers reported in the “Executive Compensation — Summary Compensation Table” below, and all directors and executive officers as a group. Percentage of ownership is calculated using the number of outstanding shares as of February 4, 2003, the Record Date, plus the number of shares the individual or group had the right to acquire within 60 days as indicated in note 1 following the table.

                   
Beckman Coulter Percentage
Common Of
Beneficial Owner Stock(1)(2)(3) Ownership



Directors:
               
 
J. P.Wareham
    864,748       1.39 %
 
H. K. Coble
    29,625       *  
 
R. B. Dervan
    27,823       *  
 
R. W. Dollens
    21,829       *  
 
C. A. Haggerty
    29,623       *  
 
V. B. Honeycutt
    23,414       *  
 
W. N. Kelley
    32,625       *  
 
R. J. Lavizzo-Mourey
    11,400       *  
 
C. R. O’Neil
    40,825       *  
 
G. S. Shafer
    3,700       *  
 
B. Woods
    32,622       *  
Other Named Executive Officers:
               
 
A. Khalifa
    109,168       *  
 
S. Garrett
    19,115       *  
 
G. Bers
    25,703       *  
 
E. Vivanco
    169,276       *  
All Directors and Officers as a group (20 persons)
    1,933,287       3.15 %

* Less than 1% of outstanding shares.

(1)  Includes shares which directors and executive officers have, or will have within 60 days, the current right to acquire upon exercise of options under the Company’s Stock Option Plan for Non-Employee Directors and the Company’s Incentive Compensation Plans for employees, and upon termination under the Company’s Option Gain Deferral Program, as applicable: Mr. Wareham, 802,700 shares; Mr. Coble, 27,000 shares; Dr. Dervan, 25,000 shares; Mr. Dollens, 19,626 shares; Mr. Haggerty, 27,000 shares; Mr. Honeycutt, 23,000 shares; Dr. Kelley, 31,000 shares; Dr. Lavizzo-Mourey, 10,400 shares; Mr. O’Neil, 31,000 shares; Mr. Schafer, 3,700 shares; Ms. Woods, 20,000 shares; Mr. Khalifa 97,500 shares; Mr. Bers, 25,000 shares; Mr. Vivanco, 157,500 shares; and all directors and executive officers as a group, 1,708,826 shares.
 
(2)  Includes shares held in trust for the benefit of the named executive officers and employee directors under the Company’s Savings Plan, as of December 31, 2002, as follows: Mr. Wareham, 4,227 shares; Mr. Garrett, 105 shares; Mr. Khalifa, 906 shares; Mr. Vivanco, 2,625 shares; Mr. Bers, 703 shares, and all executive officers as a group, 36,333 shares. Includes shares of the Company’s Common Stock held as trustee, co-trustee, in spouse’s name, in managed accounts or as custodian for children as follows: Mr. Coble, 2,000 shares; Dr. Lavizzo-Mourey, 1,000 shares; Mr. Khalifa, 6,000 shares; and other executive officers, 474 shares. Also included in the above table are shares of restricted stock granted in January 2003, for which restrictions have not yet lapsed, as follows: Mr. Wareham, 40,000 shares; Mr. Garrett, 13,636 shares; Messrs. Bers, Khalifa, and Vivanco, 7,955 shares; and all executive officers as a group, 101,593 shares.

9


Table of Contents

(3)  In addition to the foregoing beneficial ownership amounts, the directors shown below have elected to treat their cash compensation from annual retainers and fees as though it has been invested in the Company’s Common Stock under the Deferred Directors Fee Program (see “Board Compensation and Benefits” above). The officers shown below have elected to participate in the Company’s Executive Deferred Compensation Plan and/or the Executive Restoration Plan and to have a portion of their salaries and annual bonuses and related Company matching and premium contributions under such plans treated as if invested in the Company’s Common Stock. Stock units are distributed at the end of the deferral period in the form of shares of Common Stock. The officers shown below may also be participating in the Company’s Stock Option Gain Deferral Program, under which they receive stock units. As of December 31, 2002, such amounts constitute the economic equivalent of Common Stock as follows:

         
Economic Equivalent
Number of Shares

H. K. Coble
    11,711  
P. B. Dervan
    9,845  
R. W. Dollens
    5,447  
C. A. Haggerty
    11,723  
V. B. Honeycutt
    7,930  
W. N. Kelley
    13,208  
R. J. Lavizzo-Mourey
    2,649  
C. R. O’Neil
    10,081  
J. P. Wareham
    133,387  
A. Khalifa
    6,552  
S. Garrett
    1,377  
G. Bers
    223  
E. Vivanco
    7,213  
Other Executive Officers
    27,395  

By Others

      Management of the Company knows of no person, except as set forth below, who is the beneficial owner of more than 5% of the Company’s issued and outstanding Common Stock. The table shows information reported to the Company as of February 14, 2003, with percentage of ownership calculated using the number of outstanding shares for voting purposes on the Record Date.

                   
Shares of Common Stock Percent
Name of Beneficial Owners Beneficially Owned Of Class



Wellington Management Company, LLP
    7,367,391 (1)     12 %
  75 State Street
Boston, Massachusetts 02109
               

(1)  Based on the Schedule 13G/ A filed with the Securities and Exchange Commission on February 12, 2003 by the named beneficial owner reporting shared dispositive power as to all shares shown (12% of outstanding shares) and shared voting power as to 4,023,591 of such shares (6.56% of outstanding shares).

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires the directors and officers of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities (“Reporting Person”) to file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of the Company’s Common Stock. In addition, under Section 16(a), trusts for which a Reporting Person is a trustee and a beneficiary (or a member of his immediate family is a beneficiary) may have a separate reporting obligation with regard to holdings and transactions in Common Stock. Specific due dates for these reports have been established, and

10


Table of Contents

the Company is required to disclose in this proxy statement any failure to file by these dates during 2002. To the Company’s knowledge, all of these requirements were satisfied, except that one Reporting Person, Dr. James C. Osborne, Jr., filed one late Form 4 for the sale in February 2002 of 4,000 shares at $47.075 per share.

EXECUTIVE COMPENSATION

      The following table sets forth information for the last three fiscal years, as to the Chief Executive Officer and the four highest paid officers (“named individuals”) of the Company in 2002:

SUMMARY COMPENSATION TABLE

                                                           
Long Term
Compensation

Awards Payouts
Annual Compensation


Securities
Other Underlying
Annual Options LTIP All Other
Salary Bonus Compensation SARs Payouts Compensation
Principal Position(1) Year (2)($) (3)($) (4)($) (5)(#) (6)($) (7)(8)(9)($)

John P. Wareham
    2002       752,097       118,800             150,000             126,887  
 
Chairman, President &
    2001       724,383       581,110             150,000             91,754  
 
Chief Executive Officer
    2000       680,633       667,450             135,000             77,937  

Amin I. Khalifa
    2002       290,720       22,100             30,000             53,512  
 
Vice President & Chief
    2001       285,625       114,600             40,000             71,570  
 
Financial Officer
    2000       265,338       167,200             40,000             20,711  

Scott Garrett
    2002       237,019       73,600             30,000             3,147  
 
President, Clinical
    2001                                      
 
Diagnostics Division
    2000                                      

George E. Bers
    2002       278,693       25,100             50,000             13,594  
 
Vice President, Systems
    2001       218,769       153,609       77,796       25,000             5,269  
 
Biology
    2000                                      

Edgar E. Vivanco
    2002       277,420       25,200             50,000             43,515  
 
Vice President, Operations
    2001       273,146       130,500             40,000             50,893  
      2000       249,000       162,200             44,000             35,021  

(1)  Mr. Garrett joined the Company in June 2002. Mr. Bers joined the Company in March 2001.
 
(2)  Includes salary reductions under the Company’s Flexible Benefits Plan and compensation deferred under the Savings Plan, pursuant, respectively, to Sections 125 and 401(k) of the Internal Revenue Code of 1986, as amended. Also includes salary and/or bonus amounts deferred, if any, in 2002 under the Company’s Executive Deferred Compensation and Restoration Plans (see note 9 below for a description of these plans).
 
(3)  Includes deferrals, if any, under the Company’s Savings Plan, Executive Deferred Compensation Plan and Restoration Plan. Amounts under the annual incentive program were contingent upon the attainment of certain organizational and individual goals prescribed by the Board’s Organization and Compensation Committee. Included for Mr. Garrett are a sign-on bonus and a pro-rated amount under the annual incentive program for his June 2002 hire date.
 
(4)  The aggregate amount of other annual compensation in 2002 for each named individual did not equal or exceed the threshold for reporting herein (i.e., the lesser of either $50,000 or 10% of the total of such individual’s annual salary and bonus).
 
(5)  No Stock Appreciation Rights (SARs) have been granted to the named individuals and none are outstanding. These are non-qualified options for shares of the Company’s Common Stock (split adjusted). Mr. Garrett received a stock option grant in connection with his joining the Company in June 2002.

11


Table of Contents

(6)  There were no long-term plan payouts during this period.
 
(7)  Includes Company matching contributions to the Company’s Savings Plan (a defined contribution plan) wherein eligible employees of the Company and certain subsidiaries may invest in various funds generally up to 15% of their compensation through payroll deductions. The Company makes contributions to the plan equal to 50% or 70%, depending upon investment of Company matching contributions, of up to the first 5% of each employee’s contribution (subject to certain limitations). Savings Plan matching contributions in 2002 for Mr. Garrett was $3,147, and for the other named individuals, $7,000 each.
 
(8)  Includes amounts the Company has advanced under the Executive Retention Incentive Program adopted to encourage retention of key executives, as follows: Mr. Wareham, $17,485 in 2001 and $37,573 in 2002; Mr. Khalifa, $14,761 in 2000, $20,608 in 2001, and $13,606 in 2002; and Mr. Vivanco, $15,493 in 2000, $19,437 in 2001, and $14,240 in 2002. The program may be terminated at any time upon twelve months advance notice to the individual participants. The Company advances payments of interest on a personal loan, not to exceed one times annual base salary and not to exceed a term of five years, obtained by the individual through a third party bank. The individual must meet the bank’s credit standards and terms and conditions for loan approval established by the bank. Each executive participating in the program has provided the Company with a recourse promissory note providing that all interest advances will become immediately due and payable to the Company upon the executive’s voluntary or “for cause” termination from employment. Interest payment advances will be made only while the individual remains employed with the Company and meets the Company’s stock ownership guidelines. To further align management and shareholder interests, the Company maintains stock ownership guidelines for Division Presidents, key Vice Presidents and all other executive officers to acquire and retain stock ownership levels at least one times annual base pay. The multiple for the CEO is at least four times annual base pay. Interest advances are not yet earned by the individual, but are reported here because they will be forgiven if the individual remains employed through the earlier of the term of the loan or five years of continuous employment.
 
(9)  Includes the value of stock units (i.e. non-voting units of measurement deemed for bookkeeping purposes to be equivalent to one share of the Company’s Common Stock) contributed under the Company’s Executive Restoration and Executive Deferred Compensation Plans and dividend equivalents on stock units under these two plans and the Option Gain Deferral Program. Under the Deferred Compensation Plan, participants may defer salary and/or bonus, up to certain limits annually, into bookkeeping accounts in the form of cash, stock units, or a combination of both. The Company contribution made in stock units is deemed to have an aggregate value equal to 3.5% of the salary and bonus deferred. The Company credits additional stock units (up to 30%) if the participant defers 35% or more of his or her bonus in the form of stock units. These additional stock units are included in the aggregate values shown below. Under the Restoration Plan, deferrals that exceed Savings Plan allowable maximums (as limited by tax rules applicable to the Savings Plan) are credited to a bookkeeping account and Company matching contributions that could not be allocated under the Savings Plan are credited in the form of stock units. Payments under both of these deferral plans are made in cash, and stock if invested in stock units, generally after termination or retirement. Under the Option Gain Deferral Program, participants are allowed to defer compensation that would otherwise have been realized on exercise of stock options. The executive receives stock units, the number of which is determined by dividing the price of Common Stock on the date of exercise into the amount by which the option was “in the money,” payable solely in Common Stock following a specified date in the future. Dividend equivalents on stock units are credited in the form of stock units as dividends are paid to stockholders in general and the value of such dividend equivalent contributions is included in the aggregate values that follow. The aggregate values (based on the market value of a share of the Company’s Common Stock on each date that contributions and dividend equivalents were credited) included in the table above for the named individuals participating in these programs are as follows: Mr. Wareham, $82,314; Mr. Khalifa $32,906; Mr. Bers, $6,593; and Mr. Vivanco, $22,275.

12


Table of Contents

Fiscal Year Option Grants

      The following table sets forth the number of options granted and the estimated grant date present value for the named executive officers during the fiscal year ended December 31, 2002.

OPTION/ SAR GRANTS IN LAST FISCAL YEAR

                                             

Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Employees in Base Price Expiration Present Value
  Name Granted (#)(1) Fiscal Year ($/Sh) Date ($)(2)(3)

J. Wareham
    150,000       10.85%       43.08       1/3/2012       2,428,500      

A. Khalifa
    30,000       2.17%       43.08       1/3/2012       493,200      

S. Garrett
    30,000       2.17%       49.08       6/17/2012       544,500      

G. Bers
    50,000       3.62%       43.08       1/3/2012       822,000      

E. Vivanco
    50,000       3.62%       43.08       1/3/2012       822,000      

(1)  No free standing or tandem Stock Appreciation Rights (SARs) were granted to the named individuals in 2002. Non-qualified stock options were granted in 2002 pursuant to the Company’s 1998 Incentive Compensation Plan at an option price equal to the fair market value of the stock at the date of grant. The option price may be paid by delivery of already owned shares, subject to certain conditions. The number of options exercisable increases in 25% increments, and for Mr. Wareham’s grant in 20% increments, after each successive anniversary of the date of grant. Options may become exercisable sooner in the event of death, disability, or retirement occurring after six months from the date of grant or in the event of a change of control. The options have a term of ten years, subject to sooner expiration in the event of termination of employment. Subject to plan limits, outstanding options may be adjusted in the event of certain changes affecting Company stock.
 
(2)  Grant date present value estimates were made using a variation of the Black-Scholes pricing model. The following factors and assumptions were used:

                 
1/03/02 6/17/02
grant grant


Option and market price (fair market value on grant date)
  $ 43.08     $ 49.08  
Term of option
    10 years       10 years  
Risk free rate of return
    5.52%       5.16%  
Dividend yield
    1.06%       0.97%  
Volatility
    24.30%       23.20%  

  Adjustments of 3% for each year of the four-year and five-year vesting periods were made to address the risk of forfeiture due to termination.

(3)  Although the Black-Scholes pricing model is widely used, the value of stock options cannot be guaranteed because of the wide range of assumptions and variations that may occur from time to time. No assumptions made in connection with this table are intended to represent a forecast of possible future appreciation of the Company’s Common Stock, stockholder return, or performance of the Company.

13


Table of Contents

Option Exercises and Year-End Option Values

      No free standing or tandem Stock Appreciation Rights (SARs) have been granted to the named individuals. The table below shows the number of exercisable and unexercisable in-the-money, stock options and their values at fiscal year-end. An option is in-the-money if the fair market value of the underlying securities exceeds the exercise price of the option.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND FY-END OPTION/ SAR VALUES

                                                     

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
Shares Value At FY-end(#)(2) At FY-end($)(3)
Acquired on Realized

 Name Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable 

J. Wareham
    38,000       1,459,200       672,000       431,000       5,870,729       554,904      

A. Khalifa
                70,000       80,000       243,698       84,150      

S. Garrett
                      30,000                  

G. Bers
                6,250       68,750                  

E. Vivanco
    20,000       454,734       124,000       32,000       593,400       92,125      

(1)  Represents the difference between the exercise price and the fair market value determined on the date of exercise.
 
(2)  All options granted have a term of ten years, subject to earlier termination. Option generally have become or will be exercisable over periods of three or four years from dates of grant, with the exception of Mr. Wareham’s 1999, 2000, 2001, and 2002 grants which become exercisable over periods of five years, and a 1994 grant of options which vested under a performance vesting feature. Options may become exercisable sooner in the event of death, disability, retirement or change in control as defined in the Company’s 1990 and 1998 Incentive Compensation Plans.
 
(3)  Values were calculated by multiplying the closing market price of the Company’s Common Stock at December 31, 2002 ($29.52 per share) by the respective number of shares relating to in-the-money options and subtracting the option price, without any adjustment for any vesting or termination contingencies or other variables.

Termination of Employment and Change in Control Arrangements

      Under the Company’s Executive Retention Incentive Program, the Company entered into agreements with certain executive officers by which it agreed to make advances against compensation for interest due quarterly on certain five-year loans obtained through, and fully funded by, an outside lender. The advances apply to compensation to be earned upon satisfying certain service and other contingencies. Each executive participating in the program has provided the Company with a recourse promissory note for the amounts advanced in the event the executive terminates employment for reasons other than for cause, death, or disability. Interest payment amounts advanced under this program are included in the “Executive Compensation Table” above and the program is further described at footnote 8 thereto.

      All of the named individuals have entered into agreements with the Company that are effective if, within two years after the occurrence of a change in control of the Company (as defined in the agreements), any of these individuals is terminated without cause or has a material change to compensation or responsibilities. Mr. Wareham’s agreement provides for up to five times his annual “compensation” decreasing over time to no less than three times such compensation with limited continuance of certain Company benefits as well as excise tax gross up provisions and separate provisions in the event of disability. Under the agreements with other senior management, the Company will pay up to two times and, in some limited cases, up to three times the individual’s annual “compensation”, as well as a limited continuance of certain Company benefits. In addition, the agreements provide that at the time of a termination under the agreement, any outstanding stock options will be immediately exercisable for the length of the exercise period and any outstanding restricted stock shall have the restrictions removed.

14


Table of Contents

      For purposes of the change in control agreements, “compensation” is the sum of the individual’s highest annual salary rate while employed by the Company plus a management bonus increment equal to an applicable percentage of the highest annual salary rate. For purposes of the management bonus increment, the applicable percentage is determined by looking at the management bonus plan in place for the individual at the time of a qualifying termination under the agreement and calculating the total award guideline percentage that would be applicable if the target performance were achieved, adjusted up or down by any individual performance rating under the plan. If a management bonus plan is subsequently redesigned or replaced, then the applicable percentage will be adjusted to reflect the percentage of salary the individual could reasonably expect to receive as a bonus if the performance had been excellent and profit objectives had been met for the year in which the qualifying termination occurred. If no management bonus plan is in place at termination then the calculation of the applicable percentage is based on the terms of the one that was in place at the time the agreement was executed.

Defined Benefit Pension Plan

      The Company’s defined benefit qualified pension plan and non-qualified supplemental pension plan provide pension benefits to employees, including officers of the Company, based upon the average of the highest 60 consecutive months of eligible compensation and years of eligible service. Eligible compensation includes basic salary and bonuses paid during the year, including cash-based long-term incentive plan payouts. Benefit amounts are offset by amounts from any other similar Company or subsidiary sponsored plan, if applicable. If an employee elects a form of payment providing a benefit for his or her beneficiary, the benefit amount for the employee is reduced.

      Normal retirement age generally is 65, but employees may continue beyond age 65 and earn additional retirement benefits. Credited years of eligible service at normal retirement for the named executive officers would be as follows: Mr. Wareham, 38 years; Mr. Khalifa, 19 years; Mr. Garrett, 12 years; Mr. Bers, 14 years; and Mr. Vivanco, 36 years.

      The following table illustrates the annual pension benefits payable from the qualified and non-qualified plans, before any offsets, calculated as a single life annuity, payable at normal retirement.

PENSION PLAN TABLE

                         
Years of Service

 Remuneration* 15 20 25 30 35 40

$  300,000
   79,812   106,416   133,020   159,624   186,228   212,832

   350,000
   94,812   126,416   158,020   189,624   221,228   252,832

   400,000
  109,812   146,416   183,020   219,624   256,228   292,832

   450,000
  124,812   166,416   208,020   249,624   291,228   332,832

   500,000
  139,812   186,416   233,020   279,624   326,228   372,832

   700,000
  199,812   266,416   333,020   399,624   466,228   532,832

   900,000
  259,812   346,416   433,020   519,624   606,228   692,832

 1,000,000
  289,812   386,416   483,020   579,624   676,228   772,832

 1,100,000
  319,812   426,416   533,020   639,624   746,228   852,832

 1,200,000
  349,812   466,416   583,020   699,624   816,228   932,832


The annual average of the highest sixty consecutive months of eligible compensation.

15


Table of Contents

ORGANIZATION AND COMPENSATION COMMITTEE

REPORT ON EXECUTIVE COMPENSATION(1)

      The Organization and Compensation Committee is composed of non-employee, independent members of the Board of Directors. Principal responsibilities include the establishment of the Company’s executive compensation philosophy, approval and administration of compensation programs, and other matters relating to the attraction, retention, motivation and succession of executive officers and senior management. The Committee uses the advisory services of independent compensation and benefits consultants in meeting its responsibilities.

Compensation Philosophy

      The objectives of the Company’s executive compensation program are to: Provide total compensation that attracts and retains outstanding executive and management talent; Motivate and focus each executive on achieving the Company’s strategic business plan and short and long-term financial and operating goals; Maximize total shareholder value; Recognize and reward individual and Company success. The Company’s compensation philosophy is to drive results by maintaining a substantial portion of total pay as “at risk compensation” in the form of annual and long-term incentives. Total direct compensation, comprised of base pay, annual and long-term incentive opportunity, is leveraged to achieve the top quartile of competitive pay for top quartile performance and contribution to shareholder value, and will deliver total direct compensation at the median for industry average performance.

      The Committee reviews annually each element of total direct compensation for consistency and alignment with the Company’s compensation philosophy:

  •  Base pay competitive targets for each position are established based on the level of responsibility, value of the position to the Company, and the competitive marketplace. The actual base pay, in relation to the competitive marketplace for each position, reflects the executive’s skill, experience and performance. Executive base pay is reviewed annually and base pay increases may be awarded based on an evaluation of these factors. The Company targets base pay at the median of general industry competitive practice.
 
  •  Annual incentive compensation is directly tied to key financial and non-financial metrics such as profitability, growth, debt management, asset management, and achievement of strategic goals that relate to both short and long-term Company performance designed to enhance shareholder value. In order for an incentive award to be paid to any executive, the Company has an Earnings per Share measure that must be achieved. The Committee believes that when the Company achieves above average performance against its industry comparator group, the annual incentive award should reflect that performance by providing awards above the median of general industry competitive practice. In 2002, performance levels were established for net earnings, sales growth, net working capital, and individual goals. Incentive payments reflecting actual plan results were made to executive officers and other plan participants.
 
  •  Long-term incentives are intended to closely align shareholder and executive interests through the achievement of the Company’s strategic business plan. Long-term incentives are granted in the form of stock options, restricted stock and other performance-based compensation under the 1998 Incentive Compensation Plan, and its predecessor, the Incentive Compensation Plan of 1990. Stock based awards are granted at no less than fair market value of Beckman Coulter common stock on the date of grant. The Committee generally targets its long-term incentive awards with the general industry competitive market.


(1)  This Section is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

16


Table of Contents

      To further align management and shareholder interests, the Company maintains stock ownership guidelines for the CEO, Division Presidents, all other Executive Officers and key Vice Presidents to acquire and retain stock ownership levels in Company common stock at least one times annual base pay. The multiple for Chief Executive Officer is at least four times base pay. Stock ownership guidelines are to be achieved within five years of appointment to Vice President or above status. All Executive Officers and key Vice Presidents who have this requirement have either met guidelines or are within the five-year timeframe to reach their appropriate level.

      In 2002, the Committee reviewed and updated probability analysis of the special non-qualified stock option grants (Performance Leveraged Stock Options) to be made at its discretion if an average share price target of $53 is achieved over a period of at least 30 trading days and within certain time limits. The possibility of achieving the share price target for this program has significantly diminished since the program’s announcement. The grant opportunity however remains part of the motivational strategy of the Company and will continue into the next fiscal year.

Competitive Assessment

      The Committee conducts an annual review of the Company’s executive total compensation program under the guidance of its independent executive compensation consultants. This process assesses the competitiveness of the Company’s total program and its key elements compared with a comparator group used for compensation purposes. This group consists of a broad range of general industry companies, a large number of which the Company competes for executive talent. A number, but not all, of these companies are included in the line of business index shown on the performance graph. Comparative data is unavailable for many of the Company’s direct competitors that generally are either privately held foreign corporations or divisions of substantially larger corporations. Competitive compensation targets were derived using a single-regression analysis to normalize compensation values for benchmark executive positions based on the magnitude of company sales as compared to other surveyed companies.

      In 2002, the Committee initiated its bi-annual comprehensive executive compensation review conducted exclusively by its independent consultants. No executive compensation design changes occurred in 2002, pending the completion of the review.

Compensation of the Chief Executive Officer

      The compensation of the Chief Executive Officer of the Company consists of the same key elements of total direct compensation as other senior executives. John P. Wareham, Chairman of the Board, Chief Executive Officer and President, received a base pay increase in February 2002 based on the Committee’s evaluation of his performance in relation to the achievement of the Company’s financial and non-financial goals and competitive chief executive officer compensation data. Mr. Wareham’s base pay was increased to $775,000.

      Annual incentive awards for the Chief Executive Officer are based on achievement of annual financial as well as strategic and individual performance goals. In 2002, financial goals focused on sales growth, earnings and asset management. In February 2002, the Committee approved financial goals and targeted incentive award opportunities based upon level of achievement of pre-determined performance targets for net earnings, sales growth, and net working capital. The incentive award for achievement of financial goals was made in accordance with the pre-authorized plan formulas. With the addition of the Committee’s evaluation of individual performance against pre-established goals, Mr. Wareham’s total incentive award for 2002 was $118,800. The 2002 annual incentive payment reflects the Committee’s evaluation of Mr. Wareham’s individual performance measures established by the Committee, and Mr. Wareham’s respective achievement level against those measures.

17


Table of Contents

      For 2002, Mr. Wareham received an annual long-term incentive grant at the 50th percentile of competitive market data. Mr. Wareham’s grant was a non-qualified stock option and was granted at fair market value.

  Organization and Compensation Committee
 
  William N. Kelley, M.D., Chair
  Hugh K. Coble
  Peter B. Dervan, Ph.D.
  Ronald W. Dollens
  Van B. Honeycutt
  Betty Woods

18


Table of Contents

PERFORMANCE GRAPH(1)

      The line graph below compares the cumulative total stockholder return on Beckman Coulter’s Common Stock (based on its market price and assuming reinvestment of dividends) with the S&P 500 Composite Index, the S&P 500 Health Care Equipment Index, and the S&P Midcap 400 Index for the last five fiscal years. The S&P 500 Health Care Equipment Index was formerly the S&P 500 Health Care (Medical Products and Supplies) Index prior to Standard and Poor’s total review of all their indices in 2002. This index includes manufacturers of health care systems and supplies, including orthopedic and cardiac devices and laboratory equipment. In addition to this line of business index, the Company has added the S&P Midcap 400 Index this year, which is the market capitalization index where it has been placed by Standard and Poor’s.

      Stock price performance shown on the graph is not necessarily indicative of future price performance and in no way reflects the Company’s forecast of future financial performance.

Comparison of Five-Year Cumulative Return*

(PERFORMANCE GRAPH)

                                                 

12/97 12/98 12/99 12/00 12/01 12/02

Beckman Coulter
    100       137.23       130.40       217.26       231.39       155.58  
S&P 500 Index
    100       128.58       155.63       141.46       124.65       97.10  
S&P 500 Health Care Equipment Index
    100       141.59       130.52       191.60       181.88       158.86  
S&P Midcap 400 Index
    100       119.12       136.65       160.57       159.60       136.44  


Assumes $100 invested on December 31, 1997.


(1)  This Section is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

19


Table of Contents

INDEPENDENT PUBLIC ACCOUNTANTS

      The Board has appointed the Audit and Finance Committee, whose members and functions are described under “Additional Information about the Board of Directors — Committees of the Board” above. The firm of KPMG LLP has been selected as the Company’s independent accountants for the current year. KPMG LLP has served as auditor of the Company since it was selected to serve as the Company’s independent accountant for the year ended December 31, 1990.

      Representatives of KPMG LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Audit and Non-Audit Fees

      The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company’s annual financial statements for 2002, and fees billed for other services rendered by KPMG LLP.

           
Audit fees, excluding audit related
  $ 1,404,000  
     
 
All other fees:
       
 
Audit related fees(1)
  $ 240,000  
 
Other non-audit services(2)
    989,000  
     
 
Total all other fees
  $ 1,229,000  
     
 

(1)  Audit related fees consisted principally of review of registration statements and issuances of consents and audits of statutory financial statements.
 
(2)  Other non-audit fees consisted of tax compliance and tax consulting services.

      KPMG LLP performed no services and no fees were incurred or paid relating to financial information systems design and implementation. The Audit and Finance Committee has considered whether the independent auditors provision of other non-audit services to the Company is compatible with the auditor’s independence.

ANNUAL REPORT

      A copy of the 2002 Annual Report to stockholders on Form 10-K which includes the financial statements, but excludes Form 10-K exhibits, is being mailed to each stockholder of record as of February 4, 2003, together with the proxy materials.

DEADLINE FOR STOCKHOLDER PROPOSALS

      Any proposal of an eligible stockholder intended to be presented at the Company’s 2004 annual meeting must be received in writing by the Secretary of the Company on or before October 31, 2003, if the proposal is to be considered by the Board for inclusion in the Company’s proxy materials for that meeting.

OTHER BUSINESS

Presented By Management

      The Board does not intend to present any business at the Annual Meeting other than as stated above. As of the date of this Proxy Statement, neither the Board nor Management knows of any other matters to be brought before the stockholders at this Annual Meeting. If any other matters properly come before the meeting, action may be taken thereon pursuant to the proxies in the form enclosed, which confer discretionary authority on the persons named therein or their substitute with respect to such matters.

20


Table of Contents

Presented By Stockholders

      The Company’s By-Laws contain certain advance notice procedures which stockholders must follow to submit proposals for consideration at future stockholder meetings, including also the nomination of persons for election as director. Such items of business must be submitted in writing to the Secretary of the Company at the Company’s headquarters (address shown on Page 1 of this Proxy Statement) and must be received no later than 60 days prior to the scheduled annual meeting date. Thus, unless the Company discloses a change in the scheduling of the next annual meeting, April 1, 2004, stockholder proposals for consideration at that meeting must be received by the Secretary of the Company by February 1, 2004. If the scheduled meeting date is changed and the Company does not provide at least 70 days’ advance notice or public disclosure of the change, then stockholders have until the close of business on the 10th day after the date the Company gave notice or publicly disclosed the changed date of the annual meeting in which to submit proposals. In addition, the notice must meet all requirements contained in our By-Laws. Stockholders may contact the Secretary of the Company at our company headquarters for a copy of the relevant By-Law provisions regarding requirements for making stockholder proposals and nominating director candidates.

  By Order of the Board of Directors
  -s- WILLIAM H. MAY
  William H. May
  Vice President, General Counsel and Secretary

February 28, 2003

21


Table of Contents

BECKMAN COULTER, INC.
PROXY/VOTING INSTRUCTION CARD

Proxy Solicited by Board of Directors for Annual Meeting of Stockholders
Beckman Coulter, Inc. Headquarters, Fullerton, California
Thursday, April 3, 2003, 10:00 A.M.

     The undersigned hereby authorizes and appoints Charles A. Haggerty and John P. Wareham and each of them, as true and lawful agents and proxies with full power of substitution in each, to represent the undersigned as indicated on the reverse side hereof and in their discretion on all matters as may come before the 2003 Annual Meeting of Stockholders or any adjournments or postponements thereof.

Nominees for Director for Term Expiring in 2006:
01. Peter B. Dervan, Ph.D., 02. Risa J. Lavizzo-Mourey, M.D., 03. Glenn S. Schafer

     This card provides voting instructions, as applicable, to (1) the appointed proxies for shares held of record by the undersigned (including shares, if any, held under the Company’s Dividend Reinvestment Plan and in EquiServe book entry accounts for certain employee purchases) and (2) the Trustee for shares, if any, held on behalf of the undersigned in the Company’s Savings Plan.

     You are encouraged to specify your choices by marking the appropriate box (SEE REVERSE SIDE). You need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation, in which case you need only sign, date and return the card. If you submit your proxy by telephone or via the Internet, you need not return the card.

SEE REVERSE SIDE


— FOLD AND DETACH HERE —

BECKMAN COULTER, INC.
Corporate Headquarters
4300 N. Harbor Boulevard
Fullerton, CA 92835
(714) 871-4848 • (562) 691-0841

(MAP OF BECKMAN COULTER, INC. HEADQUARTER

 


Table of Contents

             
x   Please mark your
votes as in this
example
    9830  

This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If properly executed, but no direction is given, this Proxy will be voted FOR Proposal 1.

The Board of Directors recommends a vote FOR Proposal 1.

             
1.   Election of Directors (see reverse)   FOR
o
  WITHHELD
o

For, except vote withheld from the following nominee(s)

         
    Please check this box if you plan to attend the Annual Meeting.   o
         
    The signer hereby revokes all instructions here- tofore given by the signer to vote at said meeting or any adjournment thereof.    
         
    NOTE:Please date and sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.    

 

         
   
   
         
   
SIGNATURE(S)               DATE
   


FOLD AND DETACH HERE—

Dear Stockholder:

You may submit your proxy in one of these ways:

         
(COMPUTER)   -   Accessing the World Wide Web site http://www.eproxyvote.com/bec to submit your instructions via the Internet, or
         
(TELEPHONE)   -   Using a touch-tone telephone to submit your instructions by phone toll free from the U.S. or Canada. Simply dial 1–877–779–8683 and follow the instructions, or
         
ENVELOPE   -   Completing, dating, signing and mailing the proxy card in the U.S. postage-paid envelope included with the proxy statement or sending it to Beckman Coulter, Inc., c/o EquiServe Trust Company, N.A., P.O. Box 8531, Edison, New Jersey 08818-8911.

You can submit your proxy by mail or phone or via the Internet anytime prior to April 3, 2003 (see following paragraph for deadline to instruct the Trustee for the Savings Plan). You will need the voter Control Number printed above to vote by phone or via the Internet. You should indicate if you plan to attend the meeting in the box provided if you submit by mail or when prompted if you use the phone or Internet method.

If shares are held on your behalf under the Beckman Coulter, Inc. Savings Plan, the proxy serves to provide instructions to the plan trustee who then votes the shares. Instructions must be received by March 31, 2003 to be included in the tabulation for the trustee’s vote. If no instructions are received, your shares will not be voted.

If you receive more than one set of proxy materials from the Company, please act promptly on each set you receive because each represents separate shares. If you return multiple cards by mail, you may use the same return envelope. If you use the Internet or telephone to provide your instruction or grant a proxy, each card will have a separate voter control number and must be voted separately.

 


Table of Contents

TRUSTEE VOTING INSTRUCTION CARD
BECKMAN COULTER, INC. (“BECKMAN COULTER”) BENEFIT EQUITY TRUST

     The Board of Directors of Beckman Coulter has solicited a proxy from Mellon Bank, N.A., as Trustee for the Beckman Coulter Benefit Equity Trust, on matters presented at the Beckman Coulter Annual Meeting of Stockholders, April 3, 2003, and any adjournments or postponements thereof. The undersigned directs the Trustee on the matters shown on the reverse side hereof. The nominees for Director for the term expiring in 2006 are:

                             
01.   Peter B. Dervan, Ph.D.,     02.     Risa J. Lavizzo-Mourey, M.D.,     03.     Glenn S. Schafer

     This card constitutes voting instructions to the Trustee only and will be kept confidential by them. Completion of this card does not imply, create or bestow on the undersigned any ownership or other rights to assets in the Beckman Coulter Benefit Equity Trust. All shares of Beckman Coulter Common Stock held in the Trust on the Record Date will be voted as directed in proportion to the number of responses received by the Trustee.

You are encouraged to specify your choices by marking the appropriate box, SEE REVERSE SIDE, but you need only sign, date and return the card without marking any box, if you wish to instruct the Trustee to vote in accordance with the Board of Directors’ recommendation. If you provide your instructions by telephone or via the Internet you do not need to return this card.

SEE REVERSE
SIDE


FOLD AND DETACH HERE

 

LOGO

ATTENTION

TRUSTEE VOTING INSTRUCTION INFORMATION
BENEFIT EQUITY TRUST

Please provide your instructions to the Trustee promptly. All instructions must be received by March 31, 2003 to be included in the tabulation for the Trustee’s vote.

The Benefit Equity Trust was established to assist Beckman Coulter, Inc. in meeting its stock-based obligations. You do not have any interests, entitlements, claims, ownership or beneficial ownership in any stock or other assets of the Beckman Coulter, Inc. Benefit Equity Trust. However, pursuant to the terms of the trust, we as trustee hereby request your assistance as a recent participant in the Beckman Coulter, Inc. Employees’ Stock Purchase Plan by directing the vote of the Trust’s holdings of Beckman Coulter Common Stock.

We encourage you to provide us with your direction by completing and returning the above Trustee Voting Instruction Card or by telephone or via the Internet. Please see the reverse side of this card for more information on these three ways to submit your instructions. If you do so by telephone or via the Internet, you do not need to return the instruction card.

All Beckman Coulter Common Stock shares held in the trust will be voted by Mellon Bank, N.A., as trustee, and the vote will be in the same proportions as the number of instructions received by us. Accordingly, we are looking forward to your assistance in providing us with your voting preferences. Your voting instructions will be kept confidential.

         
        MELLON BANK, N.A., TRUSTEE
Beckman Coulter, Inc.
Benefit Equity Trust

February 2003

 


Table of Contents

7785

     
x   Please mark your
votes as in this
example

The Instruction Card must be properly executed in order for shares to be voted in the manner directed herein by the undersigned. If properly executed, but no direction is given, it will be counted as a vote FOR Proposal 1.

The Board of Directors recommends a vote FOR Proposal 1.

             
        FOR   WITHHELD
1.   Election of
Directors (see
reverse)
  o   o

For, except vote withheld from the following nominee(s)

NOTE: Please date and sign your name
exactly as it appears hereon.

         
       
        SIGNATURE                                                    DATE


FOLD AND DETACH HERE

YOUR INSTRUCTIONS ARE IMPORTANT.

Please consider the proposals discussed in the proxy statement and instruct the Trustee by:

     
COMPUTER    - Accessing the World Wide Web site http://www.eproxyvote.com/bec1 to submit your instructions via the Internet, or
PHONE   - Using a touch-tone telephone to submit your instructions by phone toll free from the U.S. or Canada. Simply dial 1-877-779-8683 and follow the instructions, or
     
ENVELOPE   - Completing, dating, signing and mailing the proxy card in the U.S. postage-paid envelope included with the proxy statement or sending it to Beckman Coulter, Inc., c/o EquiServe Trust Company, N.A., P.O. Box 8531, Edison, New Jersey 08818-8911.

You can vote by phone or via the Internet anytime on or before March 31, 2003. You will need the voter Control Number which is printed above to vote by phone or via the Internet.

You may receive other Proxy or Voting Instruction Cards solicited by the Beckman Coulter Board of Directors if you own Beckman Coulter Common Stock or if it is held on your behalf or if there are differences in the recording of your name on employee and stock registration records. Please vote or grant a proxy for shares represented by each such card you receive in order to assure a quorum for the meeting and to assure that all shares are represented. If you return multiple cards by mail, you may use the same return envelope. If you use the Internet or telephone to provide your instruction or grant a proxy, each card will have a separate voter control number and must be voted separately.


Table of Contents

Beckman Coulter, Inc.

2003 Telephone Voting Script

Toll Free: l-877-PRX-VOTE or 1-877-779-8683

1.   Welcome to the electronic voting system. Please have your proxy card or voting instruction sheet or ballot available before voting.
 
2.   Enter the Voter Control Number as it appears on the card followed by the pound sign
 
3.   One moment please while we verify your information
 
4.   Enter the last four digits of the US. Social Security number or the U.S. taxpayer identification number for this account followed by the pound sign.
 
5.   The company that you are voting is Beckman Coulter, Inc
 
6.   Your vote is subject to the same terms and authorizations as indicated on the proxy card. It also authorizes the named proxies to vote according to the instructions at the meeting of the stockholders.
 
7.   To vote all proposals in accordance with the recommendations of the Board of Directors, press 1. If you wish to vote on one proposal at a time, press 2.

      If 1, go to Playback.
If 2, go to 8

8.   Item # 1. To vote for all nominees press 1. To withhold from all nominees press 2. To withhold from individual nominees press 3.

      If 1, go to 9.
If 2, go to 9.
If 3, go to Director Exception.

 


Table of Contents

    Director Exception
Enter the 2-digit number next to the nominee from whom you would like to withhold your vote followed by the pound key.
Or if you have completed voting on directors, press the pound key again.

      If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.

    Next Nominee
To withhold your vote from another nominee, enter the 2-digit number next
to the nominee followed by the pound key, or if you have completed
voting on directors press the pound key again.

      If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.

    Invalid Nominee Number
You have entered an invalid nominee number

      (Go to Next Nominee.}

9.   If you would like to attend the annual meeting, press 1. If not, press 2

      If 1, go to 10.
If 2, go to 10.

10.   You have cast your vote as follows:

      Playback {Playback the appropriate vote for this proxy card.}
 
      Default Playback
You have voted in the manner recommended by the Board of Directors
 
      Director Proposal Playback
Voted for all nominees:
Item #. You have voted for all nominees.
 
      Withhold from all nominees: Item #. You have voted to withhold your vote from all nominees.
 
      Withhold from individual nominees: Item #. You have voted for all nominees except for the
following nominee numbers
 
      For/Against/Abstain Proposal Playback
Item # (For/Against/Abstain)

11.   To confirm your vote, press 1. To cancel your vote, press 2.

 


Table of Contents

      If 1, go to 13.
If 2, go to 12.

12.   Your vote has been cancelled. If you wish to vote another card, press 1. Otherwise, please hang up and mark, sign, and return your card in the envelope provided. Thank you for calling.
 
13.   Your vote has been successfully recorded. It is not necessary for you to mail your card. If you wish to vote another card or change your vote, press 1. Otherwise, please hang up. Thank you for voting.

      Invalid Control Numbers
We are unable to authenticate the information that you entered.
 
      No Key Pressed
Go to the same item (repeat three times); otherwise, go to Error.
 
      Invalid Number
Go to the same item (repeat three times); otherwise, go to Error.
 
      Error
We are unable to process your request at this time. Thank you for calling
{Call ends.}

 


Table of Contents

 
EQUISERVE LOGO BY NET LOGO

Please wait while you are automatically redirected to the secure voting site.

Click “Continue” if you are not automatically redirected within a few minutes.

 

                )

 

© 2002 EquiServe®. All rights reserved.


Table of Contents

 
EQUISERVE LOGO BY NET LOGO

Welcome to the EquiServe online voting wizard!

Just follow a few simple steps to complete the secure online voting process:

         
    Authentication:   Login using your voter control number
    Voting:   Cast your vote and receive your confirmation online
    Finish:   Review your vote

If you have more than one proxy card, instruction card or ballot, please vote them one card at a time. To get started now, login below and click “Continue”.

Step 1: Authentication

                 
Enter the voter control number as it appears on your proxy card, instruction card or ballot  
 
Enter the last 4 digits of the U.S. social security number (SSN) or the U.S. taxpayer identification number (TIN) for this account.*  
           
 
 
*If you do not have a SSN or TIN for this account, please leave this box blank.                

 

© 2002 EquiServe®. All rights reserved.


Table of Contents

EQUISERVE LOGO   BY NET LOGO
 
BECKMAN COULTER LOGO    

Welcome

               [Name]

               [Address]

             )

 

© 2002 EquiServe®. All rights reserved.


Table of Contents

EQUISERVE LOGO BY NET LOGO
   
BECKMAN COULTER

BECKMAN COULTER, INC.
PROXY/VOTING INSTRUCTION CARD

Proxy Solicited by Board of Directors for Annual Meeting of Stockholders of

Beckman Coulter, Inc. on Thursday, April 3, 2003, 10:00 A.M. at Corporate Headquarters, Fullerton, California

The undersigned hereby authorizes and appoints Charles A. Haggerty and John P. Wareham and each of them, as true and lawful agents and proxies with full power of substitution in each, to represent the undersigned as indicated below and in their discretion on all matters as may come before the 2003 Annual Meeting of Stockholders or any adjournments or postponements thereof.

Nominees for Director for Term Expiring in 2006:

01. Peter B. Dervan, Ph.D., 03. Risa J. Lavizzo-Mourey, M.D., 03. Glenn S. Schafer

This card provides voting instructions, as applicable, to (1) the appointed proxies for shares held of record by the undersigned (including shares, if any, held under the Company’s Dividend Reinvestment Plan and in EquiServe book entry accounts for certain employee purchases) and (2) the Trustee for shares, if any, held on behalf of the undersigned in the Company’s Savings Plan.

Beckman Coulter, Inc. Directors recommend a vote:

     “FOR” all Nominees
 
Check this box to cast your vote in accordance with the recommendations of Beckman Coulter, Inc. Directors: o

Beckman Coulter, Inc. Directors recommend a vote “FOR” all Nominees.

1. Election of Directors        o FOR ALL NOMINEES, Except as noted below            o WITHHOLD AS TO ALL NOMINEES

                                             o Peter B. Dervan, Ph.D.        o Risa J. Lavizzo-Mourey, M.D.        o Glenn S. Schafer
 
If applicable, click the option box: o  Please check this box if you plan to attend the Annual Meeting

To cast your vote please click “Submit”.                                                                                                                   )

(NOTE: Your vote will not be counted until you click “Submit”.)


Table of Contents

EQUISERVE LOGO   BY NET LOGO
 
BECKMAN COULTER LOGO   PRINT THIS PAGE ICON

[Name]

[Address]

Control Number:  [XXXX]
Confirmation Number:  [XXXX]
Date:  [DAY, DATE, TIME]

Thank you for using EquiServe's Vote-By-Net facility.

Step 3: Summary of your vote

Your vote was recorded by EquiServe as follows:

     1. Election of Directors       [VOTE]

Please keep a copy for your records. To change your vote click “Back”.

You can now vote another ballot or click “Finish” to exit to Beckman Coulter, Inc. Homepage.

             )   (“Finish”)

 

© 2002 EquiServe®. All rights reserved.


Table of Contents

     
EQUISERVE LOGO
  BY NET LOGO

Welcome to the EquiServe online voting wizard!

Just follow a few simple steps to complete the secure online voting process:

         
    Authentication:   Login using your voter control number
    Voting:   Cast your vote and receive your confirmation online
    Finish:   Review your vote

If you have more than one proxy card, instruction card or ballot, please vote them one card at a time. To get started now, login below and click “Continue”.

Step 1: Authentication

                 
Enter the voter control number as it appears on your proxy card, instruction card or ballot  
 
Enter the last 4 digits of the U.S. social security number (SSN) or the U.S. taxpayer identification number (TIN) for this account.*  
           
 
 
*If you do not have a SSN or TIN for this account, please leave this box blank.                

 

© 2002 EquiServe®. All rights reserved.


Table of Contents

 
EQUISERVE LOGO BY NET LOGO

BECKMAN COULTER LOGO

TRUSTEE VOTING INSTRUCTION CARD
BECKMAN COULTER, INC. (“BECKMAN COULTER”) BENEFIT EQUITY TRUST

The Board of Directors of Beckman Coulter has solicited a proxy from Mellon Bank, N.A., as Trustee for the Beckman Coulter Benefit Equity Trust, on matters presented at the Beckman Coulter Annual Meeting of Stockholders, April 3, 2003, and any adjournments or postponements thereof. The undersigned directs the Trustee on the matters shown below. The nominees for Director for the term expiring in 2006 are:

01. Peter B. Dervan, Ph.D., 02. Risa J. Lavizzo-Mourey, M.D., 03. Glenn S. Schafer

This card constitutes voting instructions to the Trustee only and will be kept confidential by them. Completion of this card does not imply, create or bestow on the undersigned any ownership or other rights to assets in the Beckman Coulter Benefit Equity Trust. All shares of Beckman Coulter Common Stock held in the Trust on the Record Date will be voted as directed in proportion to the number of responses received by the Trustee.

Mellon Trust

A T T E N T I O N

TRUSTEE VOTING INSTRUCTION INFORMATION
BENEFIT EQUITY TRUST

Please provide your instructions to the Trustee promptly. All instructions must be received by March 31, 2003 to be included in the tabulation for the Trustee’s vote.

The Benefit Equity Trust was established to assist Beckman Coulter, Inc. in meeting its stock-based obligations. You do not have any interests, entitlements, claims, ownership or beneficial ownership in any stock or other assets of the Beckman Coulter, Inc. Benefit Equity Trust. However, pursuant to the terms of the trust, we as trustee hereby request your assistance as a recent participant in the Beckman Coulter, Inc. Employees’ Stock Purchase Plan by directing the vote of the Trust’s holdings of Beckman Coulter Common Stock.

We encourage you to provide us with your direction by completing and returning the above Trustee Voting Instruction Card or by telephone or via the Internet. Please see the reverse side of this card for more information on these three ways to submit your instructions. If you do so by telephone or via the Internet, you do not need to return the instruction card.

All Beckman Coulter Common Stock shares held in the trust will be voted by Mellon Bank, N.A., as trustee, and the vote will be in the same proportions as the number of instructions received by us. Accordingly, we are looking forward to your assistance in providing us with your voting preferences. Your voting instructions will be kept confidential.

MELLON BANK, N.A., TRUSTEE
Beckman Coulter
Benefit Equity Trust


Table of Contents

Beckman Coulter, Inc. Directors recommend a vote:
          “FOR” all Nominees

Check this box to cast your vote in accordance with the recommendations of Beckman Coulter, Inc. Directors:     o

Beckman Coulter, Inc. Directors recommend a vote “FOR” all Nominees.

1. Election of Directors        o FOR ALL NOMINEES, Except as noted below            oWITHHOLD AS TO ALL NOMINEES

                                             o Peter B. Dervan, Ph.D.        o Risa J. Lavizzo-Mourey, M.C.        o Glenn S. Schafer
 
To cast your vote please click “Submit”
(NOTE: Your vote will not be counted until you click “Submit”.)
SUBMIT

 

© 2002 EquiServe®. All rights reserved.


Table of Contents

EQUISERVE LOGO   BY NET LOGO
 
BECKMAN COULTER LOGO   PRINT THIS PAGE ICON
   
  [Name]
  [Address]
   
  Control Number:    [XXXXX]
  Confirmation Number:    [XXXXX]
  Date:    [Day, Date and Time]

Thank you for using EquiServe’s Vote-By-Net facility.

 

Step 3:   Summary of your vote

Your vote was recorded by EquiServe as follows:
     
  1. Election of Directors [Vote]

Please keep a copy for your records. To change your vote click “Back”.

You can now vote another ballot or click “Finish” to exit to Beckman Coulter, Inc. Homepage.

FINISH

 

© 2002 EquiServe®. All rights reserved.