-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L48jWrS7s3mL7D9FqYMzDQq7+X7vsrkY3YajUrXgsiQ0Uk3rsJdha6FfOSoAnbwR lqr22zwbD+qpHhsjhoSC9A== /in/edgar/work/20000626/0000936943-00-000008/0000936943-00-000008.txt : 20000920 0000936943-00-000008.hdr.sgml : 20000920 ACCESSION NUMBER: 0000936943-00-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MACDERMID INC CENTRAL INDEX KEY: 0000061138 STANDARD INDUSTRIAL CLASSIFICATION: [2890 ] IRS NUMBER: 060435750 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-13889 FILM NUMBER: 660916 BUSINESS ADDRESS: STREET 1: 245 FREIGHT ST CITY: WATERBURY STATE: CT ZIP: 06702 BUSINESS PHONE: 2035755700 DEF 14A 1 0001.txt SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 MacDermid, Incorporated (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which 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: MACDERMID Incorporated 245 Freight Street Waterbury, CT. 06702-0671 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 19, 2000 The Annual Meeting of Shareholders of MacDermid, Incorporated ("MacDermid") will be held at the Naugatuck Valley Community College, Fine Arts Center, 750 West Main Street, Waterbury, CT. on Wednesday, July 19, 2000 at 3:00 P.M. EDT, for the following purposes: 1. To elect seven directors to hold office until the next annual meeting or until their successors are elected and qualified; and 2. To transact such other business as may properly come before the meeting or any adjournment thereof. The Board of Directors has fixed the close of business on May 26, 2000 as the record date for the determination of shareholders who will be entitled to notice of and to vote at the meeting. You are requested to promptly vote, date and sign the enclosed proxy and return it in the enclosed postage-paid envelope at your earliest convenience prior to the meeting. Because it is impractical to eliminate duplication, separate proxies are mailed to persons whose names are shown in more than one way on MacDermid's stock records. Therefore, you may receive more than one proxy. Please vote, date, sign and return all proxies received. If you are an employee participating in MacDermid's Employees Profit Sharing or Employee Stock Ownership Plans, you will receive separate instructions covering shares held for your account in such plan or plans. Your proxy vote is very important. Prompt return of all your proxies will minimize proxy solicitation expense, assure a quorum and avoid confusion and delay at the meeting. By Order of the Board of Directors, Waterbury, Connecticut MARY ANNE B. TILLONA June 19, 2000 Corporate Secretary (IN ORDER TO AVOID UNNECESSARY EXPENSE), we urge you to indicate voting instructions on the enclosed proxy and date, sign and return it promptly PRIOR to the meeting in the envelope provided, no matter how large or small your holdings may be. Note: Shareholders please note that an employee information session will be held beginning at 1:00 p.m., just prior to the start of the annual shareholders meeting on Wednesday July 19, 2000. All shareholders are cordially invited to attend this information session as well at the same location. MACDERMID Incorporated 245 Freight Street Waterbury, Connecticut 06702-0671 PROXY STATEMENT GENERAL THE ACCOMPANYING PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF MACDERMID, INCORPORATED ("MACDERMID") for use at the annual meeting of Shareholders of MacDermid and at any and all adjournments thereof (the "Meeting") to be held, pursuant to the accompanying Notice of Annual Meeting of Shareholders, at Naugatuck Valley Community College, Fine Arts Center, Waterbury, CT. on Wednesday, July 19, 2000 at 3:00 P.M., EDT. Each holder of MacDermid's common stock (the "Common Stock") is entitled to one vote per share on each matter to be brought before the Meeting. Valid proxies will be voted as specified thereon at the Meeting. Any shareholder giving a proxy in the accompanying form (a "Proxy") retains the power to revoke it at any time prior to the exercise of the powers conferred thereby by (1) delivering written notice of such revocation to Mary Anne B. Tillona, Corporate Secretary, MacDermid, Incorporated, 245 Freight Street, Waterbury, Connecticut 06702-0671; (2) delivering to the Corporate Secretary a duly executed Proxy or other proxy form bearing a date subsequent to the date on the given Proxy; or (3) appearing at the Meeting and requesting to vote his or her shares in person. Any shareholder who attends the Meeting in person will not be deemed thereby to revoke the Proxy unless such shareholder affirmatively indicates at the Meeting his intention to vote the shares in person. Unless a shareholder provides contrary instructions on a Proxy, all shares represented by the Proxy (if not revoked before such shares are voted) will be voted for the election of the nominees for directors named below, and by the persons granted the proxies in their discretion on any other business properly to come before the Meeting. MacDermid has retained D.F. King & Co., Inc. of New York, New York ("King") to assist with the solicitation of Proxies and the mailing and distribution of proxy material. The anticipated cost of King's services is approximately $4,000, plus reimbursement of expenses. MacDermid will bear the cost of the solicitation of Proxies, which may include the reasonable expenses of brokerage firms and others for forwarding Proxies and proxy material to the beneficial owners of Common Stock of MacDermid. In addition to the use of the mails, Proxies may be solicited by King and by regular employees of MacDermid personally or by telephone or telegram. Votes will be counted by employees of Computershare Investor Services, LLC of Chicago, Illinois("Computershare"), the Corporation's transfer agent. MacDermid currently anticipates that Ms. Mary Anne B. Tillona, the Corporate Secretary of MacDermid, will be the Inspector of Election who will certify the votes at the meeting of shareholders. Only holders of Common Stock of record at the close of business on May 26, 2000 are entitled to notice of and to vote at the Meeting. On that date there were 31,152,611 shares of Common Stock outstanding and entitled to be voted. Holders of a majority of such outstanding shares, present in person or represented by proxy, will be necessary to constitute a quorum at the Meeting. If a quorum is present, the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting will be necessary for the election of each nominee for director and for the approval of the other items proposed. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. Abstentions are counted in determining the shares represented at the Meeting with respect to each proposal presented to shareholders, but broker non-votes are not counted for such purpose. Any shares held for the account of a shareholder who participates in the MacDermid Dividend Reinvestment Plan will be voted automatically with the shareholder's other shares of Common Stock as directed by the shareholder on the enclosed Proxy. The approximate date on which this Proxy Statement and the accompanying Proxy are first sent to shareholders is June 19, 2000. MacDermid's Annual Report to Shareholders, containing financial statements for the fiscal year ended March 31, 2000, accompanies these proxy materials to each shareholder. EVERY SHAREHOLDER'S VOTE IS IMPORTANT Please complete, sign and return your proxy card in the enclosed envelope. ITEM 1 ELECTION OF DIRECTORS In connection with the merger on February 18, 1999 of PTI, Inc. with and into MacDermid, during fiscal year 2000 the Board of Directors increased the number directors from six (6) to seven (7). At that time, Mr. Joseph M. Silvestri was elected to the Board of Directors, as permitted by MacDermid's By-Laws. The Board of Directors, pursuant to the By-Laws, as amended, has fixed at seven (7) the number of directors to be elected at the Meeting. Shares represented by Proxies will be voted for the election of the nominees for Director listed below, unless otherwise indicated. Each Director of MacDermid shall serve until the next annual meeting or until his successor has been elected and qualified. Thomas W. Smith, a current member of MacDermid's Board of Directors, will not stand for re-election at the annual meeting. The Nominating Committee has nominated T. Quinn Spitzer to serve as director in his stead. Except for Mr. Spitzer, all nominees are currently Directors of MacDermid. Management has no reason to believe that any nominee named below will be unable to serve as a Director. If at the time of the Meeting a nominee should be unable to stand for election, it is the intention of the persons granted the Proxies to vote in their discretion for such person as may be designated as a nominee by the Board of Directors of MacDermid. The following information has been provided by each Director nominee. -NOMINEES FOR DIRECTOR- R. NELSON GRIEBEL Mr. Griebel joined MacDermid in February of 1999. He currently serves as a Director, President and Chief Operating Officer of MacDermid. Prior to joining MacDermid, and since July 1993, Mr. Griebel served as Executive Vice President - West Region for BankBoston, N.A. Mr. Griebel has an A.B. from Dartmouth College and a J.D. from Suffolk University School of Law. Mr. Griebel has been involved in a variety of business and charitable organizations throughout Connecticut. Principal occupation - President and Chief Operating Officer of MacDermid. Director since 1999 123,562 shares - *(2)(4) Member of the Executive and Nominating Committees. Age: 51 HAROLD LEEVER Mr. Leever joined MacDermid in 1938. He was elected President in 1954 and Chairman of the Board in 1977. Mr. Leever is currently Chairman emeritus. Mr. Leever is active in a number of organizations concerned with education, health and youth development. Mr. Leever has a B.S. degree in Chemical Engineering from Michigan State University. Principal occupation - Director of MacDermid Director since 1947 1,685,011 shares - 5.4% (1) Member of the Executive and Nominating Committees. Age: 86 --NOMINEES FOR DIRECTOR -- DANIEL H. LEEVER Mr. Leever joined MacDermid in 1982. In 1989, he was appointed Senior Vice President and Chief Operating Officer. The following year, he was appointed President and Chief Executive Officer. In 1998, Mr. Leever was appointed Chairman of the Board and currently serves as Chairman and Chief Executive Officer. Mr. Leever attended undergraduate school at Kansas State University and the graduate school at the University of New Haven School of Business. Principal occupation -Chairman of the Board and Chief Executive Officer of MacDermid Director since 1989 2,623,907 shares - 8.4% (3) Member of the Executive and Nominating Committees Age: 51 DONALD G. OGILVIE - Mr. Ogilvie has been Executive Vice President of the American Bankers Association since 1985. From 1980 to 1985 he was a Vice President of Celanese Corporation and from 1977 to 1980 Associate Dean of Yale University's School of Organization and Management. Earlier, he held posts in the U.S. Department of Defense and in the Executive Office of the President as Associate Director of National Security and International Affairs in the Office of Management and Budget. Mr. Ogilvie has a B.A. degree from Yale University and an M.B.A. from Stanford University's School of Business. Principal occupation - Executive Vice President of American Bankers Association Director since 1986 10,063 shares - *(4) Member of the Audit, Compensation, Executive and Nominating Committees. Age: 57 --NOMINEES FOR DIRECTOR-- JAMES C. SMITH Mr. Smith is Chairman of the Board and Chief Executive Officer of Webster Financial Corporation and its subsidiary, Webster Bank of Connecticut. He also serves, and has served since prior to 1987, as President of Webster. Mr. Smith is active in a number of organizations dedicated to enhancing the quality of life in the communities served by Webster. Mr. Smith has an AB degree from Dartmouth College. Principal occupation - Chairman of the Board and Chief Executive Officer of Webster Financial Corporation and its subsidiary, Webster Bank of Connecticut. Director since 1994 12,691 shares - * (4) Member of the Audit, Compensation, Executive and Nominating Committees. Age: 51 JOSEPH M. SILVESTRI Mr. Silvestri has been a Vice President of Citicorp Venture Capital Ltd. since 1995. He is a member of the boards of directors and compensation committees of Triumph Group, Inc, a manufacturer and distributor of aircraft components, and The GNI Group, Inc, a waste management services corporation. Mr. Silvestri also serves on the Boards of Directors of a number of private corporations. Mr. Silvestri has a BS degree from Pennsylvania State University and an MBA degree from Columbia Business School. Principal occupation - Vice President of Citicorp Venture Capital Ltd. Director since 1999 41,341 shares - * (4) Member of the Audit, Compensation, Executive and Nominating Committees. Age: 38 T. QUINN SPITZER, JR. Mr. Spitzer is a partner in McHugh Consulting, a management consulting firm specializing in business strategy and complexity management. Mr. Spitzer has been an independent consultant since 1973. In 1978 he joined the consulting firm of Kepner-Tregoe, Inc. of Princeton, N.J. In 1990, he was appointed as President and Chief Executive Officer of Kepner-Tregoe, and in 1996 he also became Chairman of the Board of Kepner-Tregoe. In 1999 he established McHugh Consulting. Mr. Spitzer received his undergraduate education from the University of Virginia and his graduate education from the University of Georgia. He serves on the Boards of Directors of a number of organizations, including the National Alliance of Business. Principal Occupation - Partner, McHugh Consulting 300 shares - *(4) Nominated for Appointment to the Audit, Compensation, Executive and Nominating Committees Age: 51 * Indicates less than 1% of the outstanding shares of Common Stock. Notes to Election of Directors (1) Includes 265,089 shares owned by his wife, Ruth Ann Leever, as to all of which shares Mr. Leever disclaims any beneficial interest, and 41,211 shares held by MacDermid's Profit Sharing and Employee Stock Ownership Plans. BankBoston N.A. and Mr. Daniel Leever as co-trustees of certain trusts, may have or succeed to the rights to vote 1,114,401 shares. A portion of the information for Mr. Leever was obtained from his amended Schedule 13G dated March 14, 2000. MacDermid has entered into an agreement with Mr. Leever that up to the greater of $522,988 or the then face amount of a life insurance policy held by MacDermid on Mr. Leever's life will be used to purchase a portion of his MacDermid shares upon his death. The total purchases to be made are not to exceed the total of the state and federal estate taxes and funeral and administration expenses of Mr. Leever's estate. The price per share of such purchase is to be the market price at the time of death. (2) Includes 562 shares held by MacDermid's Profit Sharing and Employee Stock Ownership plans (reported as of March 31, 2000), 10,000 shares which are subject to restrictions on transfer, which restrictions shall lapse as to 5,000 shares in each of February, 2001 and February, 2002 under the terms of the 1995 Equity Incentive Plan and 100,000 shares which may be acquired upon exercise of options granted under the Option Plan. (3) Includes 145,435 shares held by MacDermid's Profit Sharing and Employee Stock Ownership plans (reported as of March 31, 2000), 90,000 shares which are subject to restrictions on transfer until June 14, 2000 and 86,500 shares which are subject to restrictions on transfer until April 19, 2002 under the terms of the Special Stock Purchase Plan, 462,065 shares which may be acquired upon exercise of options granted under the Special Stock Purchase Plan and 500,000 shares which may be acquired upon exercise of options granted under the MacDermid Incorporated Stock Option Plan dated July 6, 1998. Also includes 40,488, and 10,020 shares which are subject to restrictions on transfer until May 14, 2001 and May 14, 2002, respectively, under the terms of the MacDermid 1995 Equity Incentive Plan. Includes 74,703 shares held in trust by Mr. Leever for his sons and 3,390 shares owned by his spouse, as to all of which Mr. Leever disclaims beneficial interest. Also includes 1,114,401 shares held by certain trusts established by Mr. Harold Leever, of which Mr. Daniel Leever is co-trustee. (4) Owner has sole voting power. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee has furnished the following report on executive compensation in the fiscal year ended March 31, 2000. EXECUTIVE COMPENSATION The Compensation Committee is primarily responsible for MacDermid's overall executive compensation policy of compensating MacDermid's officers competitively with those of comparable companies, rewarding exceptional performance where appropriate and providing incentive for future performance through cash incentive payments and equity incentives. In fiscal year 2000, MacDermid's executive compensation generally had three basic components: annual base salary, short-term cash incentive bonus and equity incentives (long term compensation). In establishing levels of annual salary, incentive bonus and equity incentives, the Committee generally considers, in order of emphasis, the following factors: (i) MacDermid's performance, or in certain cases group performance, relative to Committee expectations, (ii) the performance and achievements of MacDermid's executives, individually, and collectively, (iii) the responsibilities of each executive, (iv) the compensation practices of peer companies, and (v) the level of cash compensation and equity incentives required to attract and hold qualified executives. MacDermid uses a comparator group of specialty chemical companies, (the "Comparator Group") to serve as a factor for determining the appropriate cash and equity incentive components of the program. The companies in the Comparator Group are selected based upon their similarity to MacDermid, relative complexity, and scope. Earnings trends, return on equity and other performance measures are compared. The size and composition of the Comparator Group may change from year to year. The Comparator Group differed from the group of companies included in the Media General Specialty Chemical stock index used in the Comparative Stock Performance graph on page 8. The Media General Specialty Chemical stock index, which consists of approximately 70 companies, is too unwieldy to use for compensation purposes because of the large number of companies and their disparate compensation practices. The Comparator Group is not used in the performance graph principally because of the need to maintain consistency in the indices or peer groups used in the graph. Before considering the compensation factors discussed above, the Committee targets annual base compensation at a level which, together with incentive bonuses, would provide cash compensation to individual executives at below median market compensation levels for poor corporate or unit performance, at median market compensation levels for good performance, and above median market compensation levels for excellent performance. Executives, other than the Chief Executive Officer, were eligible to receive incentive bonuses pursuant to MacDermid's Short-Term Executive Incentive Compensation Plan, the purpose of which is to motivate executives to use their best efforts to enhance shareholder value through improvements in MacDermid's financial performance. The Committee used a formula in determining the amount of the executive incentive bonus. The formula utilizes the following three factors: (i) the increase in consolidated earnings per share averaged over the most recent two-year period (the "EPS Change"), (ii) the relationship of net earnings to net sales ("ROS") and (iii) the relationship of net earnings to average shareholders' equity ("ROE"). An incentive bonus was paid with respect to a particular factor only if the EPS Change, ROS or ROE equaled or exceeded 3%, 4% and 14%, respectively. The factors may be measured on corporate or group performance. The amount of incentive bonus that is actually paid to corporate executive officers is subject to downward adjustment by the Committee based upon individual performance. During the fiscal year ended March 31, 2000, MacDermid's executives were eligible to receive equity incentives (Stock Options or Restricted Stock Awards) under the MacDermid Special Stock Purchase Plan (the "Special Stock Purchase Plan"), the MacDermid, Incorporated 1995 Equity Incentive Plan (the "Equity Incentive Plan") and stock options under the MacDermid Stock Option Plan dated July 6, 1998 (the "Stock Option Plan"), (the Special Stock Purchase Plan, Equity Incentive Plan and Stock Option Plan collectively referred to as the "Plans"). The Committee administers the Plans, and awards equity incentives to executives and other employees of MacDermid. The purpose of awarding equity incentives under the Plans is to enable MacDermid to attract, retain and motivate its employees to exert their best efforts to enhance shareholder value by giving them the ability to participate in the long-term growth of MacDermid. The Committee generally considers the same factors in establishing the amounts of equity awards for MacDermid's executive officers as those listed above. The amounts of the awards are based upon the relative position of each executive officer within MacDermid and individual performance independent of the terms and amount of awards previously granted. During fiscal year 2000, the Compensation Committee did not authorize any grants of restricted stock. Stock options awarded under the Stock Option Plan are in the form of options to purchase a specified number of shares of MacDermid common stock at an exercise price which is set at a premium over the market price on the date of grant. The actual premium is set by the Compensation Committee. The exercise price for options granted during fiscal year 2000 is a 33% premium above the average closing price on the five trading days preceding the date of grant. The period for exercising an option will begin four years after the date of grant and will end ten years after the date of grant. Vesting requirements, if any, are established by the Committee. Unless determined otherwise by the Compensation Committee, the exercise period will automatically terminate ninety (90) days after the grantee ceases to be employed by the Company on a full time basis, for any reason. During fiscal year 2000, options were granted to Messrs. Largan, Cordani and Bolingbroke to purchase 10,000, 10,000 and 10,000 shares, respectively of MacDermid common stock under the terms of the Stock Option Plan. The exercise price for the foregoing grants was set at a premium of 33% above the average closing price on the five trading days preceding the date of grant. Mr. Griebel was granted a multi-year option grant in fiscal year 1999 under the Option Plan and therefore Mr. Griebel was not awarded additional options in fiscal year 2000. Under normal circumstances, the Compensation Committee anticipates that Mr. Griebel will not be awarded additional option grants until fiscal year 2002. Stock Options awarded under the Special Stock Purchase Plan are in the form of options to purchase a specified number of restricted shares of MacDermid Common Stock at an exercise price at least 66.6% of the market price of the Common Stock on the date of award. The options are generally exercisable only during the four-year period beginning on the date of award. However, at the 1996 Annual Meeting, the shareholders approved amendments to the Special Stock Purchase Plan which may extend the foregoing exercise period under certain conditions. The shares of Common Stock acquired upon any exercise are treated as restricted stock for a period of four years commencing on the date of exercise. Such shares may not be sold during such period (other than to MacDermid at the exercise price) and must be resold to MacDermid at the exercise price if the participant's employment with MacDermid is terminated during such period, except in the case of death, retirement, permanent disability or involuntary termination without cause. Such restrictions may, however, be waived by the Committee in its discretion from time to time. No options were granted under the special Stock Purchase Plan during fiscal years 1998, 1999 or 2000. The Committee believes that the Plans allow executive officers to participate in the enhancement of shareholder value. CHIEF EXECUTIVE OFFICER COMPENSATION Compensation for Daniel H. Leever, MacDermid's Chairman and Chief Executive Officer, was determined in accordance with the terms of the MacDermid, Incorporated Executive Compensation Plan, the material terms of which were approved by the Company's shareholders at the 1998 Annual Meeting. Under the terms of the plan, no base salary was paid to Mr. Leever. The amount of performance based short-term annual compensation which was paid to Mr. Leever during fiscal year 2000 was based directly and solely upon the following factors: (i) earnings per share, and (ii) the two-year average of earnings per share growth. Compensation under the plan was determined in two components. The first component was determined by multiplying $5,700.00 by the number of cents per share the Company has earned for the fiscal year up to $1.00. The second component was determined by multiplying $5,700.00 by the number of cents per share earned by the Company, during the fiscal year, above $1.00 further multiplied by a factor of from 0 to 2.5, which factor is determined based upon the two year average of earnings per share growth. For fiscal year 2000, the two year average growth in earnings per share was approximately 8.2%, and as a result the factor was 1.0. Mr. Leever's annual performance based compensation was determined and paid solely in accordance with the terms of the plan as noted above. Mr. Leever was awarded a multi-year grant of MacDermid stock options in fiscal year 1999 under the Option Plan and therefore Mr. Leever was not awarded additional option grants in fiscal year 2000. Under normal circumstances, the Compensation Committee anticipates that Mr. Leever will not be awarded additional option grants until fiscal year 2002. Mr. Leever did not receive a grant of restricted stock in fiscal year 2000. Respectfully submitted by, THE COMPENSATION COMMITTEE Thomas W. Smith, Chairman Donald G. Ogilvie James C. Smith Joseph M Silvestri SUMMARY COMPENSATION TABLE The following Summary Compensation Table summarizes annual, long-term and other compensation paid by MacDermid and its subsidiaries for each of its three fiscal years ended March 31, 2000 to MacDermid's Chief Executive Officer and four other most highly compensated executive officers.
Long-Term Compensation Annual Compensation Awards Securities Underlying Value of Fiscal Options Restricted All other Name and Year Salary Bonus stock awards compensation principal position ($) ($)(1) (#) (2) $ (3) ($) (4) ______________________________________________________________________________ Daniel H. Leever 2000 - 427,500 - - 6,763,008 Chairman and 1999 - 1,125,000 500,000 328,155 3,389,655 Chief Executive 1998 275,000 683,032 12,065 583,702 720,596 Officer R. Nelson Griebel 2000 250,000 - - - 359,785 President and 1999 31,250 75,000 100,000 741,250 170,416 Chief Operating 1998 - - - - - Officer Stephen Largan 2000 139,706 30,000 10,000 - 8,998 Vice President- 1999 35,342 25,000 40,000 - 4,064 Finance 1998 - - - - - John L. Cordani 2000 107,333 30,000 10,000 - 13,920 Executive Vice 1999 99,017 78,000 15,000 57,116 15,215 President and 1998 94,100 56,460 - 24,523 11,389 General Counsel Gregory M. 2000 102,500 30,000 10,000 - 12,080 Bolingbroke 1999 99,017 78,000 15,000 28,558 17,657 Controller 1998 94,102 56,460 - 36,243 18,300 ______________________________________________________________________________ (1) The bonuses reported were actually paid in the following fiscal year but calculated and accrued based upon performance in the fiscal year indicated in each case. (2) Awarded in fiscal year indicated. Awards listed include options to purchase 0; 0; 10,000; 10,000; and 10,000 shares of MacDermid Common Stock for Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke respectively, which options were granted pursuant to the Stock Option Plan. (3) Awarded in fiscal year indicated. Amounts reported represent the dollar value of the restricted stock awards on the date of grant. During fiscal year 2000, Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke did not receive any restricted stock awards. All restricted stock awards in prior fiscal years were made under the terms of the 1995 Equity Incentive Plan. (4) Amounts listed for fiscal year 2000 include deemed compensation, which arose from restrictions lapsing on certain optioned shares exercised in previous years under the MacDermid Incorporated Special Stock Purchase Plan, in the amounts of $6,743,624 and $339,868 in respect of Messrs. Leever and Griebel, respectively. Amounts listed for 2000 also include payments by MacDermid of premiums for split dollar life insurance in the amount of $4,384 on behalf of, Mr. Leever; contributions to the E.S.O.P. in the amounts of $5,000, $7,000, $1,849, $4,362, and $4,027, on behalf of, respectively, Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke. The above-named executive officers did not receive contributions to the Profit Sharing Plan for fiscal year 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table provides information with respect to the aggregate number of unexercised options held by the Chief Executive Officer and the named officers as of March 31, 2000.
Shares Number of Value of Acquired Securities Underlying Unexercised On Unexercised In-the-money Exercise Value Options/SARs at Options at During Fiscal 2000 Realized FY-end (#) FY-end ($) Name # $ Exercisable/Unexercisable Exercisable/ Unexercisable - ------------------------------------------------------------------------------- Daniel H. Leever 0 0 962,065/0 0 R. Nelson Griebel 0 0 100,000/0 0 Stephen Largan 0 0 40,000/10,000 0 John L. Cordani 0 0 17,500/10,000 0 Gregory M. Bolingbroke 0 0 17,500/10,000 0 (1) All of the options reported for Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke were granted at exercise prices at a premium above the market price on the date of the grant, which premiums ranged from 28% - 33% based upon the average market price on the five trading days preceding the date of grant, and remained at a premium to the share price at March 31, 2000. Calculated using a market value per share at March 31, 2000 of $26.50.
OPTION GRANTS IN LAST FISCAL YEAR The following table sets forth certain information regarding options granted during the fiscal year ended March 31, 2000 by the Company to each of the named executive officers:
Potential Realizable Value at Assumed Number of Shares Percent of Total Rates of Stock Price Underlying Options Options Granted Exercise Appreciation for Granted (1) to all employees Price Expiration Option Term (2) Name (#) in F.Y. 2000 ($/Share) Date 5% $10% $ - ----------- ------------------- ----------------- ---------- ---------- --------------------- Dan H. Leever 0 - - - - R. Nelson Griebel 0 - - - - Stephen Largan 10,000 3.8% $ 30.33 5/11/10 371,388 591,373 John L. Cordani 10,000 3.8% $ 30.33 5/11/10 371,388 591,373 Gregory M. Bolingbroke 10,000 3.8% $ 30.33 5/11/10 371,388 591,373 (1) Represents options granted under the Stock Option Plan. The exercise price for the foregoing options was set at a 133% premium above the average closing price for MacDermid common stock on the five trading days preceding the date of grant. (2) Calculated based upon the average closing price of MacDermid common stock on the five trading days preceding the date of grant.
EMPLOYEES PENSION PLAN The MacDermid Employees Pension Plan (the "Pension Plan") is a qualified defined benefit plan. Pension payments may be made under the Pension Plan upon normal retirement commencing when an executive reaches age 60 based upon credited years of service up to a maximum of 30 years. Annual benefits are calculated on a single-life annuity basis and are subject to offsets for (i) amounts based on the value of the executive's interest in the Profit Sharing Plan as of March 31, 1976, if any, and (ii) 0.45% of the lesser of covered compensation or final average compensation, as defined by the Internal Revenue Code (the "Code") Section 401(1), multiplied by the years of service. Under the MacDermid, Incorporated Supplemental Executive Retirement Plan (the "Supplemental Plan"), executive officers are entitled to the difference between the benefits actually paid to them under the Pension Plan and the benefits which they would have received under the Pension Plan were it not for certain restrictions imposed under the Code relating to the amount of benefits payable under the Pension Plan and the amount of annual compensation which may be taken into account in determining benefits under the Pension Plan. Assuming that there are no changes in the Pension Plan and that participants historically have had earnings at least equal to the maximum Social Security wage base in each year of employment with MacDermid, the following table illustrates the estimated annual benefit payable for life under the Pension Plan and the Supplemental Plan to an employee retiring at age 60 on March 31, 2000 with maximum service under the Plan of up to 30 years. These benefits neither reflect an offset for the participant's March 31, 1976 interest in the Profit Sharing Plan nor do they recognize a Social Security supplement which is payable under the Pension Plan until the employee reaches age 65.
ESTIMATED ANNUAL PENSION PAYABLE AT NORMAL RETIREMENT BASED ON YEARS OF SERVICE INDICATED Final average earnings 10 yrs 15 yrs 20 yrs 25 yrs 30 yrs $150,000 20,390 30,585 40,779 50,974 61,169 $200,000 27,890 41,835 55,779 69,724 83,669 $250,000 35,390 53,085 70,779 88,474 106,169 $300,000 42,890 64,335 85,779 107,224 128,669 $350,000 50,390 75,585 100,779 125,974 151,169 $400,000 57,890 86,835 115,779 144,724 173,669 $450,000 65,390 98,085 130,779 163,474 196,169 $500,000 72,890 109,335 145,779 182,224 218,669 $600,000 87,890 131,835 175,779 219,724 263,669 $700,000 102,890 154,335 205,779 257,224 308,669 $800,000 117,890 176,835 235,779 294,724 353,669 $900,000 132,890 199,335 265,779 332,224 398,669
Covered compensation under the Pension Plan includes an employee's annual salary and bonus, which, for the Chief Executive Officer and four other named officers, is set forth in the Summary Compensation Table. Messrs. Leever, Griebel, Largan, Cordani and Bolingbroke have 19, 1, 1, 14, and 7 years of credited service, respectively, under the Pension Plan. COMPARATIVE STOCK PERFORMANCE The following graph and chart compare, during the five-year period commencing March 31, 1995 (at the market close) and ending March 31, 2000, the annual change in the cumulative total return on MacDermid's Common Stock with the Standard and Poors 500 and the Media General Specialty Chemicals Stock indices, assuming the investment of $100 on March 31, 1995 (at the market close) and the reinvestment of any dividends. FIVE YEAR CUMULATIVE TOTAL RETURN (Graph)
Past share performance should not be viewed as necessarily indicative of future performance. Graph Dollar Values 1995 1996 1997 1998 1999 2000 - ---------------------------------------------------------------------------- MacDermid, Inc. 100 156 247 616 729 571 Standard & Poors 100 111 111 145 106 134 500 Specialty Chemicals 100 132 158 234 277 327
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT The following table sets forth information as of May 26, 2000, (unless otherwise noted) with respect to ownership of common stock by any person known by to MacDermid to be a beneficial owner of more than 5% of its common stock, by MacDermid's C.E.O. and four other most highly compensated officers and by all directors and officers of MacDermid as a group. Unless otherwise noted, each person has sole voting and disposition power with respect to such person's shares. The total shares of common stock beneficially owned by the officers includes the right to acquire ownership through exercisable stock options.
______________________________________________________________________________ Number of Shares Percent Beneficial Owner Beneficially Owned of Class ______________________________________________________________________________ FIVE PERCENT BENEFICIAL OWNERS Citigroup, Inc. 4,249,025 (1) 13.6% 399 Park Avenue New York, New York 10043 MacDermid Employees Profit Sharing, 3,644,580 (2) 11.7% Pension and Stock Ownership Plans 245 Freight Street Waterbury, Connecticut 06702 Daniel H. Leever 2,623,907 (3) 8.4% 135 Railtree Hill Road Woodbury, CT 06798 BankBoston Corporation 2,076,249 (4) 6.7% 100 Federal Street Boston, Massachusetts 02110 Vanguard/Primecap Fund, Inc. 1,701,000 (5) 5.5% P.O. Box 2600 Valley Forge, PA 19482 Harold Leever 1,685,011 (3) 5.4% 366 Guilds Hollow Road Bethlehem, Connecticut 06751 Thomas W. Smith 1,679,000 (6) 5.4% 323 Railroad Avenue Greenwich, CT 06830 NAMED EXECUTIVE OFFICERS Daniel H. Leever 2,623,907 (3) 8.4% R. Nelson Griebel 123,562 (7) * Stephen Largan 42,489 (7) * John L. Cordani 26,159 (7) * Gregory M. Bolingbroke 40,111 (7) * All Directors and Officers 6,284,331 (3)(7) 20.2% as a group (10 persons) _____________________________________________________________________________ *Less than 1% of shares outstanding (1) The information for Citigroup is taken from its Schedule 13D dated January 7, 2000. Total includes 3,774,781 shares beneficially owned by Citicorp Venture Capital Ltd. ("CVC") and 474,244 shares held by an affiliate of CVC, to which CVC disclaims beneficial ownership. (2) 3,251,325 shares in the MacDermid Employees Profit Sharing and Employee Stock Ownership Plans are beneficially owned by the trustee of the plans, Prudential Insurance Co., and 393,255 shares in the MacDermid, Incorporated Employees Pension Plan are beneficially owned by the trustee of the plan, Investors Bank & Trust Company, 24 Federal Street, Boston, MA 02110. Under the terms of the Profit Sharing Plan and the ESOP, participants have the right to vote the shares credited to their accounts; however, the trustee may, in its discretion, vote any shares (including unallocated shares) not voted by the participants. The trustee of the Pension Plan may vote all the MacDermid shares beneficially owned thereunder. (3) Additional explanation of the shares beneficially owned by the Directors is provided in the footnotes under Election of Directors. (4) The information for BankBoston Corporation("BB") is taken from its Schedule 13G dated February 16, 1999. BB has sole voting power with respect to 874,055 shares, shared voting power with respect to 1,202,194 shares, sole dispositive power with respect to 673,355 shares and shared dispositive power with respect to 1,402,894 shares. (5) The information for Vanguard Primecap Fund, Inc. is taken from its Schedule 13G dated February 11, 2000. (6) The information for Mr. Smith is taken from a Schedule 13G filed on his behalf dated February 14, 2000. (7) Includes 562; 489; 3,130; and 10,663 shares which are held by Messrs. Griebel, Largan, Cordani and Bolingbroke, respectively, in the MacDermid Profit Sharing and Employee Stock Ownership Plans (reported as of March 31, 2000) as well as 15,000; 7,868; and 5,029 shares held by Messrs. Griebel, Cordani and Bolingbroke which are subject to restrictions on transfer under the terms of the MacDermid, Incorporated 1995 Equity Incentive Plan; and options to purchase 100,000; 40,000; 17,200; and 17,200 of MacDermid common stock granted to Messrs. Griebel, Largan, Cordani and Bolingbroke respectively, under the Stock Option Plan.
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS AND FAMILY RELATIONSHIPS Harold Leever is a Director, and a nominee for Director of MacDermid. Mr. Leever's son, Daniel H. Leever, is Chairman, Chief Executive Officer, and a nominee for Director of MacDermid. ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS AND COMMITTEES The Board of Directors held four (4) regular meetings during the 1999 fiscal year. Each of the current members of the Board of Directors attended all of the meetings of the Board and the committees of which they were members. The Board has Audit, Compensation, Executive and Nominating Committees. The Audit Committee recommends independent auditors, reviews the scope of the audit examination and the independence of the auditors, reviews and approves non-audit services provided by the auditors, reviews findings and recommendations of the auditors and management's response thereto and reviews MacDermid's internal audit function. The Committee met two (2) times during the 2000 fiscal year. Members of the Committee during fiscal year 2000 were Thomas W. Smith, Chairman, Donald G. Ogilvie James C. Smith and Joseph M. Silvestri. The Compensation Committee reviews and makes recommendations to the Board with respect to officer compensation and it administers the Special Stock Purchase Plan and the Stock Option Plan, determining the persons to whom stock options are to be granted, the number of options to be granted, the conditions of the grant, and the manner in which the exercise price shall be payable. The Committee also administers the Equity Incentive Plan. The Committee, which met three (3) times during the 2000 fiscal year, included Mr. Thomas W. Smith, Chairman; Donald G. Ogilvie, James C. Smith and Joseph M. Silvestri. The Executive Committee may exercise, subject to limitations prescribed by law, those powers assigned to it by the Board of Directors. The Committee, which did not meet during the 2000 fiscal year, includes all members of the Board of Directors. The Nominating Committee reviews and makes recommendations to the Board with regard to director nominees. Any shareholder wishing to recommend a nominee to the Board should do so in writing addressed to Mary Anne B. Tillona, Corporate Secretary, MacDermid, Incorporated, 245 Freight Street, Waterbury, Connecticut 06702-0671. The Committee, which met once during the 2000 fiscal year, included R. Nelson Griebel, Daniel H. Leever, Harold Leever, Donald G. Ogilvie, Thomas W. Smith, James C. Smith and Joseph M. Silvestri. Directors who are employees or former employees of MacDermid received no compensation in addition to their salaries and benefits received as employees. Directors who are not employees or former employees were paid $1,000 for each meeting of the Board attended, $15,000 in premium options under the Stock Option Plan, $150 for each committee meeting attended not coincident with a meeting of the Board, a quarterly cash retainer of $750, and an annual retainer of $8,000, payable in shares of MacDermid Common Stock. MacDermid provided up to $50,000 group term life insurance for each outside director, for which it paid a nominal amount in premiums during the 2000 fiscal year. INDEPENDENT ACCOUNTANTS The independent public accountants for MacDermid for fiscal year 2000 were KPMG LLP ("KPMG"), which firm had been selected to be MacDermid's auditors for fiscal year 2001 by the Board of Directors. At the Meeting, a representative of KPMG will have the opportunity to make a statement if he or she wishes to do so and will be available to answer any appropriate questions that may be asked by shareholders. SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING Shareholder proposals for inclusion in the proxy statement relating to the 2001 annual meeting must comply in all respects with the rules and regulations of the Securities and Exchange Commission and be received at MacDermid's principal executive offices at 245 Freight Street, Waterbury, Connecticut 06702-0671 no later than May 7, 2001. Such proposals should be addressed to the attention of Mary Anne B. Tillona, Corporate Secretary. MISCELLANEOUS The Board of Directors knows of no matters other than those referenced in the Notice of Annual Meeting which are to be brought before the Meeting. However, if any other matters are properly presented, it is the intention of the persons named in the Proxy to vote the Proxy in accordance with their best judgment. It is important that Proxies be returned prior to the Meeting. Shareholders are urged to sign and date the enclosed Proxy and promptly return it in the enclosed envelope. June 19, 2000 MARY ANNE B. TILLONA Corporate Secretary MACDERMID, INCORPORATED WILL PROVIDE WITHOUT CHARGE, TO ANY SHAREHOLDER, UPON WRITTEN REQUEST, A COPY OF ITS ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED MARCH 31,2000. SUCH REQUEST SHOULD BE DIRECTED TO MARY ANNE B. TILLONA, CORPORATE SECRETARY, MACDERMID, INCORPORATED, 245 FREIGHT STREET, WATERBURY, CONNECTICUT 06702-0671. Appendix A FORM OF PROXY Front PROXY MACDERMID, INCORPORATED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Annual Meeting of Shareholders -- July 19, 2000 at 3:00 P.M., E.D.T. At The Naugatuck Valley Community College, Fine Arts Center, 750 West Main St., Waterbury, Connecticut The undersigned hereby constitutes and appoints DANIEL H. LEEVER, attorney and proxy to act on behalf of the undersigned at said meeting and at any adjournment thereof (the "Meeting"), with authority to vote on the following matters all shares of stock which the undersigned would be entitled to vote at the Meeting if personally present as directed on the reverse side hereof with respect to the items set forth in the accompanying Proxy Statement and in his discretion upon such other matters as may properly come before the Meeting. PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE. (Continued and to be signed on reverse side.) Reverse PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. A vote FOR items 1 and 2 is recommended by the Board of Directors. 1. Election of Directors Nominees: R. Nelson Griebel, Harold Leever, Daniel H. Leever, Donald G. Ogilvie, James C. Smith, Joseph M. Silvestri and T. Quinn Spitzer FOR WITHHOLD FOR ALL (Except Nominee(s) [ ] [ ] [ ] written below) 2. In their discretion, upon any other matters as may properly come before the meeting. AUTHORITY AUTHORITY GRANTED WITHHELD [ ] [ ] This proxy, when properly executed, will be voted in the manner directed herein by the stockholder. If no direction is made, this proxy will be voted FOR the above matters. Dated:____________________,2000 Signature(s)_____________________________ _____________________________ NOTE:Please sign exactly as name appears hereon. For joint accounts both owners should sign. When signing as executor, administrator, attorney, trustee, guardian, corporate officer, etc., please give your full title. [Space is provided for a mailing label containing the shareholder's name, address, account number, CUSIP number, sequence number and number of shares.] -----END PRIVACY-ENHANCED MESSAGE-----