SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CLARCOR INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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CLARCOR LOGO
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of CLARCOR Inc. (the "Company") will be
held at The University of Illinois College of Medicine at Rockford, 1601
Parkview Ave., Rockford, Illinois 61107, on Tuesday, March 19, 2002 at 6:00
P.M., Central Standard Time, for the following purposes:
1. To elect three Directors for a term of three years each; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of CLARCOR Common Stock of record at the close of business on
Monday, February 4, 2002 are entitled to receive notice of and to vote at the
meeting or any adjournment thereof.
Whether or not you plan to attend the meeting, you are requested to sign
and date the enclosed proxy and return it promptly in the envelope enclosed for
that purpose.
DAVID J. BOYD
Secretary
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY
AND MAIL IT PROMPTLY.
Rockford, Illinois
February 15, 2002
CLARCOR INC.
2323 SIXTH STREET
P.O. BOX 7007
ROCKFORD, ILLINOIS 61125
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of CLARCOR Inc. (the "Company") for use at the
Annual Meeting of Shareholders to be held at The University of Illinois College
of Medicine at Rockford, 1601 Parkview Ave., Rockford, Illinois 61107, on
Tuesday, March 19, 2002 at 6:00 P.M., Central Standard Time, for the purposes
set forth in the Notice of Annual Meeting. This Proxy Statement and the
accompanying proxy are being mailed to shareholders on February 15, 2002.
A shareholder who gives a proxy may revoke it at any time before it is
voted by giving written notice of the termination thereof to the Secretary of
the Company, by filing with him another proxy or by attending the Annual Meeting
and voting his or her shares in person. All valid proxies delivered pursuant to
this solicitation, if received in time and not revoked, will be voted. If no
specifications are given by the shareholder executing the proxy card, valid
proxies will be voted to elect the three persons nominated for election to the
Board of Directors listed on the proxy card enclosed herewith and, in the
discretion of the appointed proxies, upon such other matters as may properly
come before the meeting.
As of February 4, 2002, the Company had outstanding 24,797,015 shares of
Common Stock and each outstanding share is entitled to one vote on all matters
to be voted upon. Only holders of CLARCOR Common Stock of record at the close of
business on February 4, 2002 are entitled to notice of and to vote at the
meeting. A majority of the shares of Common Stock issued and outstanding and
entitled to vote at the meeting, present in person or represented by proxy, will
constitute a quorum for purposes of the Annual Meeting.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
At the Annual Meeting three directors are to be elected. Proxies will be
voted for the election of Messrs. Robert H. Jenkins and Philip R. Lochner, Jr.
and Ms. Roseann Stevens unless the shareholder signing such proxy withholds
authority to vote for one or more of these nominees in the manner described on
the proxy. If a quorum is present at the meeting, the three candidates for
director receiving the greatest number of votes will be elected. Withholding
authority to vote for a director nominee will not prevent such director nominee
from being elected.
Messrs. Jenkins and Lochner are directors of the Company previously elected
by its shareholders whose terms in office expire this year. Ms. Stevens has not
previously been a member of the Company's Board. If elected, she will fill a
vacancy on the Board caused by the retirement of Mr. Milton R. Brown from the
Board on March 19, 2002. Mr. Brown is retiring from the Board pursuant to a
Company policy which requires directors to leave the Board upon reaching age 70.
If elected, Messrs. Jenkins and Lochner and Ms. Stevens will hold office
for a three-year period ending in 2005 or until their respective successors are
duly elected and qualified.
In the event that any of the nominees should for some reason, presently
unknown, fail to stand for election, the persons named in the enclosed form of
proxy intend to vote for substitute nominees.
1
INFORMATION CONCERNING NOMINEES AND DIRECTORS
YEAR TERM AS
DIRECTOR DIRECTOR
NAME AGE SINCE EXPIRES
---- --- -------- ------------
+ Milton R. Brown 70 November 29, 1990 2002
Mr. Brown is retired Chairman and Chief Executive Officer of
Suntec Industries Incorporated, Rockford, Illinois (July
2001). From 1984 to 2000 he was the Chairman, President and
Chief Executive Officer of Suntec. Suntec Industries
manufactures fuel units, solenoid valves, and safety shut off
valves. He is a Director of Suntec Industries Incorporated
and AMCORE Financial, Inc.
* Robert H. Jenkins 58 March 23, 1999 2005
Mr. Jenkins is retired Chairman, Hamilton Sundstrand
Corporation (formerly Sundstrand Corporation), Rockford,
Illinois. He served as Chairman, President and Chief
Executive Officer from 1997 to 1999 and as President and
Chief Executive Officer, Sundstrand Corporation from 1995 to
1997. Hamilton Sundstrand Corporation is an aerospace and
industrial company. Mr. Jenkins is a Director of AK Steel
Holding Corporation, Solutia, Inc., Sentry Insurance, Pella
Corporation, Visteon Corporation and Jason Incorporated.
* Philip R. Lochner, Jr. 58 June 17, 1999 2005
Mr. Lochner is retired Senior Vice President-Chief
Administrative Officer at Time Warner, Inc., New York, New
York. He served as Senior Vice President-Chief Administration
Officer, Time Warner, Inc., from 1991 to 1998. Time Warner,
Inc. is a diversified media company. Mr. Lochner is a
Director of Apria Healthcare Group Inc., GTech Holdings Inc.,
and the Investor Responsibility Research Center. He also
serves on the Board of Advisors of Republic NY Corp.
* Roseann Stevens 47 -- 2005
Ms. Stevens has been employed by Visteon Corporation as Vice
President and General Manager, General Motors & Alliance
Partners Customer Business Group since 2001. From 1997 to
2001, she was Vice President of Global OEM Accounts of
Visteon. Visteon is an automotive systems supplier of
integrated systems including climate control, drive-line,
interior and electronics systems.
J. Marc Adam 63 March 23, 1991 2003
Mr. Adam is retired Vice President Marketing, 3M, St. Paul,
Minnesota. He served as Vice President Marketing from 1995 to
1999 and from 1986 to 1995 as Group Vice President, 3M. 3M is
a diversified manufacturer. Mr. Adam is a Director of
Schneider National Inc.
James L. Packard 59 June 22, 1998 2003
Mr. Packard is Chairman, President and Chief Executive
Officer, Regal-Beloit Corporation (AMEX), Beloit, Wisconsin
since 1986. From 1980 to 1984 he served as President and from
1984 to 1986 he served as President and Chief Executive
Officer, Regal-Beloit Corporation. Regal-Beloit Corporation
is a manufacturer of mechanical and electrical products. Mr.
Packard is a Director of The First National Bank & Trust
Company of Beloit and Manitowoc Company, Manitowoc,
Wisconsin.
Keith E. Wandell 51 March 27, 2001 2003
Mr. Wandell has been President-Automotive Systems Group,
Battery, Johnson Controls, Inc. Milwaukee, Wisconsin since
1997. He served as Vice President and General
Manager-Automotive of Johnson Controls from 1996 to 1997 and
Vice President Operations from 1993 to 1996. Johnson Controls
is a manufacturer of automotive products, facility management
and control systems and plastic packaging.
Robert J. Burgstahler 57 December 18, 2000 2004
Mr. Burgstahler was elected Senior Vice President, Business
Development and Corporate Services of 3M, St. Paul,
Minnesota, effective in February 2002. He served as Vice
President, Finance and Administrative Services of 3M from
2000 to 2002, President and General Manager of 3M Canada from
1998 to 2000 and Staff Vice President Taxes of 3M from 1995
to 1998. 3M is a diversified manufacturer.
Lawrence E. Gloyd 69 March 31, 1984 2004
Mr. Gloyd is Chairman Emeritus of CLARCOR Inc. He retired as
Chairman and Chief Executive Officer of CLARCOR Inc. in March
2000. Mr. Gloyd was elected President and Chief Executive
Officer in March 1988 and Chairman, President and Chief
Executive Officer in March 1991. He is a Director of AMCORE
Financial, Inc., Thomas Industries, Inc., Woodward Governor
Company and Genlyte Thomas Group LLC. and other private
companies.
Norman E. Johnson 53 June 26, 1996 2004
Mr. Johnson was elected Chairman, President and Chief
Executive Officer of CLARCOR Inc. in March 2000. He was
elected President and Chief Operating Officer, CLARCOR Inc.
in June 1995. Mr. Johnson was elected President-Baldwin
Filters, Inc. in 1990, Vice President-CLARCOR Inc. in 1992,
and Group Vice President-Filtration Products in 1993.
------------------------------
+ Mr. Brown will retire from the Board at the Annual Meeting in accordance with
Company policy.
* Nominees for election to terms expiring in 2005.
DUTIES OF BOARD OF DIRECTORS
The Board of Directors has the responsibility to serve as the trustee for
the shareholders. It also has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. However, the
Board is not involved in the Company's day-to-day operations. Members of
2
the Board are kept informed of the Company's business through discussion with
the Chief Executive Officer and other officers, by reviewing analyses and
reports sent to them each month and by participating in Board and committee
meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 2001, the standing committees of the Board of Directors were
the Director Affairs Committee, the Audit Committee, and the Compensation &
Stock Option Committee.
The Director Affairs Committee consists of three non-employee directors. It
is the responsibility of the Director Affairs Committee to review and make
recommendations regarding management succession and Board policies and to
recommend qualified individuals for nomination to fill vacancies on the Board.
The full Board may accept or reject the Committee's recommendations. No
procedures have been established for the consideration by the Director Affairs
Committee of nominees recommended by shareholders of the Company. The Director
Affairs Committee met once during fiscal 2001. The present members of the
Director Affairs Committee are Messrs. Milton R. Brown, Lawrence E. Gloyd and J.
Marc Adam.
The Audit Committee consists of three independent non-employee directors.
It is the responsibility of the Audit Committee to recommend the selection of
independent auditors and to review audits, proposals and other services as
performed by the independent auditors. The Committee also reviews the activities
and findings of the internal audit staff and discusses the Company's system of
internal controls with the Company's independent auditors. The Audit Committee
met seven times during fiscal 2001. The present members of the Committee are
Messrs. Philip R. Lochner, Jr., Robert J. Burgstahler and Keith E. Wandell.
The Compensation & Stock Option Committee, which consists of three
independent non-employee directors, determines the compensation of key officers
and employees. It reviews and administers the Company's 1994 Incentive Plan and
grants stock awards under such Plan to certain officers and key employees of the
Company. The Committee met once during fiscal 2001. The present members of the
Committee are Messrs. J. Marc Adam, Robert H. Jenkins and James L. Packard.
MEETINGS AND FEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during fiscal 2001. All of the
Company's directors attended at least 75% of the total number of meetings of the
Board of Directors and Committees of the Board of which they are members.
In fiscal 2001, directors who were not employees of the Company received an
annual retainer of $32,500 and fees of $1,000 for each meeting of the Board of
Directors and each separate Committee meeting attended and reimbursement for
travel expenses related to attendance at Board and Committee meetings.
Non-employee directors who are Chairmen of Committees received an additional
annual fee of $3,250 in fiscal 2001.
Pursuant to the Company's Deferred Compensation Plan for Directors, a
non-employee director may elect to defer receipt of the director's fees to which
he is entitled and to be paid the amounts so deferred, plus interest thereon at
the prime rate announced quarterly by Bank One Corporation, or its successor,
either when the participant ceases being a director of the Company or upon his
retirement from his principal occupation or at the time the participant reaches
a specified age. Mr. Brown elected to defer all of the fees payable to him
during fiscal 2001. No other director deferred any portion of the fees payable
to him during fiscal 2001.
The Board has adopted a Directors' Restricted Stock Compensation Plan.
Under this Plan, as amended, in lieu of the annual retainer otherwise payable,
on the date a person first becomes a non-employee director, and annually
thereafter on the date of each annual meeting of shareholders, such person
receives a grant of shares of the Company's Common Stock with an aggregate fair
market value equal to and in lieu of the amount of the annual retainer for
non-employee directors.
3
Under the 1994 Incentive Plan, each non-employee director is automatically
granted, on the date of each annual meeting of shareholders and on the date on
which such non-employee director is first elected or begins to serve as a
non-employee director, options to purchase 3,750 shares of Common Stock at an
option exercise price equal to the fair market value of a share of Common Stock
on the date of grant. Such options are fully exercisable on the date of grant
and expire ten years after the date of grant. Shares acquired upon exercise of
an option may not be sold or transferred during the six month period following
the date of grant of such option. As of January 1, 2002, Messrs. Adam and Brown
each have fully exercisable options for 30,000 shares, Mr. Packard has 14,075,
Mr. Jenkins has 11,250, Mr. Lochner has 10,350, Mr. Gloyd has 7,500, Mr.
Burgstahler has 4,767 and Mr. Wandell has 3,750.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Dargene, a director of the Company until March 27, 2001, is the retired
Chairman of AMCORE Financial, Inc. (the "Holding Company"), Rockford, Illinois.
In addition, Messrs. Brown and Gloyd, also directors of the Company, are
directors of the Holding Company. During 2001, CLARCOR had business transactions
with the Holding Company and its affiliates including AMCORE Bank's
participation with a group of banks in a multicurrency credit agreement dated
September 9, 1999. All such transactions were in the ordinary course of business
and it is anticipated that similar transactions will continue.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
CERTAIN BENEFICIAL OWNERS
The following table provides information concerning each person who is
known to the Company to be the beneficial owner of more than 5% of the Company's
Common Stock:
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED CLASS
------------------- ------------ -------
Gabelli Funds, LLC ......................................... 2,566,642(1) 10.35%
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580-1434
Liberty Wanger Asset Management, L.P. ...................... 1,781,000(2) 7.18%
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Artisan Partners Limited Partnership ....................... 1,463,683(3) 5.90%
1000 North Water Street, Suite 1770
Milwaukee, Wisconsin 53202
------------------------------
(1) Based upon information contained in a Schedule 13F filed as of November 14,
2001 with the Securities and Exchange Commission by Gabelli Funds Inc. on
behalf of certain Gabelli entities.
(2) Based upon information contained in a Schedule 13F filed as of November 5,
2001 with the Securities and Exchange Commission by Liberty Wanger Asset
Management, L.P. on behalf of certain Wanger entities.
(3) Based upon information contained in a Schedule 13F dated November 14, 2001
filed with the Securities and Exchange Commission by Artisan Partners
Limited Partnership.
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table provides information concerning the shares of Common
Stock of the Company beneficially owned as of January 15, 2002 by all directors
and nominees, each of the
4
executive officers named in the Summary Compensation Table on page 6 and by all
directors, nominees and executive officers of the Company as a group:
SHARES PERCENT
NAME OF PERSON OR BENEFICIALLY OF
IDENTITY OF GROUP OWNED CLASS
----------------- ------------ -------
J. Marc Adam (2)............................................ 47,940 *
Milton R. Brown (2)......................................... 64,663 *
Robert J. Burgstahler (2)................................... 6,606 *
Lawrence E. Gloyd (1)(2)(3)................................. 855,005 3.45%
Robert H. Jenkins (2)....................................... 15,806 *
Norman E. Johnson (1)(3).................................... 620,876 2.50%
Philip R. Lochner, Jr. (2).................................. 14,525 *
James L. Packard (2)........................................ 19,483 *
Roseann Stevens............................................. -- *
Keith E. Wandell (2)........................................ 5,137 *
Bruce A. Klein (1)(3)....................................... 178,023 *
William B. Walker (1)(3).................................... 105,491 *
David J. Anderson (1)(3).................................... 133,027 *
David J. Boyd (1)(3)........................................ 15,615 *
All directors and executive officers as a group
(17 persons) (1)(2)(3)(4)................................. 2,369,680 9.56%
------------------------------
* Less than one percent.
(1) Includes restricted shares of Common Stock granted on a contingent basis
under the 1994 Incentive Plan. Also includes restricted stock units granted
under the 1994 Incentive Plan. See "Compensation of Executive Officers and
Other Information -- Performance Share Plan."
(2) Includes restricted shares granted under the Directors' Restricted Stock
Compensation Plan and shares subject to stock options granted to Directors
pursuant to the Company's 1994 Incentive Plan. See "Election of
Directors -- Meetings and Fees of the Board of Directors."
(3) Includes all shares subject to stock options granted pursuant to the
Company's 1984 Stock Option Plan and the 1994 Incentive Plan. For
information as to the total number of shares subject to options granted to
Messrs. Johnson, Klein, Walker, Anderson and Boyd and the options which are
exercisable by them within 60 days, see the table on page 8.
(4) Includes 1,727,172 shares subject to stock options of which 131,000 were
granted on December 16, 2001. Options for 1,135,952 shares are exercisable
within 60 days. Also includes 5,883 deferred and 50,147 non-vested
restricted stock units.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Each director and each officer of the Company who is subject to Section 16
of the Securities Exchange Act of 1934 (the "Act") is required by Section 16(a)
of the Act to report to the Securities and Exchange Commission, by a specified
date, his or her beneficial ownership of or transactions in the Company's equity
securities. Reports received by the Company indicate that all such officers and
directors have filed all requisite reports with the Securities and Exchange
Commission on a timely basis during 2001.
5
COMPENSATION OF EXECUTIVE OFFICERS AND OTHER INFORMATION
The following Summary Compensation Table sets forth the cash compensation
and certain other components of the compensation of Norman E. Johnson, the
Chairman, President and Chief Executive Officer of the Company and the other
four most highly compensated executive officers of the Company for the fiscal
year that ended on December 1, 2001.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ----------------------- ----------
OTHER ALL
ANNUAL RESTRICTED SECURITIES OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY(2) BONUS(3) SATION(4) AWARDS(5) OPTIONS(6) PAYOUTS(7) SATION(8)
------------------------------------ ---- --------- -------- --------- ---------- ---------- ---------- ---------
Norman E. Johnson (1)............... 2001 $449,231 $ 94,339 $ -- $185,000 99,452 $192,652 $24,506
Chairman, President and Chief 2000 393,846 380,304 -- 72,742 100,000 107,071 13,927
Executive Officer 1999 331,458 266,953 -- -- 45,000 114,992 12,388
Bruce A. Klein...................... 2001 241,846 29,022 -- 86,340 26,624 101,374 14,798
Vice President, Finance and 2000 231,962 130,660 -- 34,928 17,000 59,445 10,701
Chief Financial Officer 1999 221,065 103,860 -- -- 15,000 67,432 11,109
William B. Walker................... 2001 200,923 8,138 -- 71,947 20,119 -- 10,562
President - 2000 191,539 81,938 -- -- 10,000 -- 9,056
Environmental Filtration 1999 183,493 10,969 -- -- 7,500 -- 9,294
David J. Anderson................... 2001 177,077 11,954 -- 45,214 18,442 63,541 13,271
Vice President - Corporate 2000 170,923 75,648 -- 21,479 16,763 37,884 9,813
Development 1999 165,769 58,913 -- -- 10,000 43,228 10,437
David J. Boyd (9)................... 2001 151,154 15,872 -- 38,536 5,000 -- 5,534
Vice President, General 2000 83,654 47,122 -- -- -- -- 1,322
Counsel & Corporate Secretary 1999 -- -- -- -- -- -- --
------------------------------
(1) Mr. Johnson serves as a director of the Company but received no separate
remuneration in that capacity.
(2) Includes compensation deferred by the Company's executive officers pursuant
to the Company's Retirement Savings Plan and the Company's Deferred
Compensation Plan.
(3) Discretionary cash bonuses granted by the Board of Directors under the
Company's Annual Incentive Plan.
(4) The aggregate value of all perquisites and personal benefits did not exceed
the lesser of either $50,000 or 10% of the total annual salary and bonus
reported for the named executive officers in the Summary Compensation Table.
(5) Represents restricted stock units (the "Units") granted on December 17, 2000
pursuant to the 1994 Incentive Plan. Units provide for the issuance of
Common Stock to the grantee over a four year period. 25% of the total number
of Units vest on each anniversary of the grant so long as the grantee
remains in the employment of the Company or one of its subsidiaries. Until
Units vest and shares of Common Stock are issued in conversion of the Units,
the grantee does not have any rights as a shareholder of the Company, but
prior to vesting the grantee will receive a cash payment equal to the
dividends paid on the Common Stock. The Units permit a grantee to defer the
issuance of Common Stock pursuant to the Units for a period of years or
until the termination of the grantee's employment by the Company. On
December 1, 2001 the named executive officers held an aggregate of 30,064
Units with a total value of $556,186, based upon the closing market price of
the Company's Common Stock at the date of grant.
(6) Consists of options and replacement options granted under the Company's 1994
Incentive Plan to acquire shares of the Company's Common Stock. See "--
Stock Options" below.
(7) Consists solely of Performance Shares and Performance Units distributed and
paid under the Performance Share Plan at the close of the Performance Cycle
ending in the year. The amount shown is equal to the number of Performance
Shares and Performance Units paid and distributed, multiplied by the average
of the closing prices of a share of the Company's Common Stock for the last
30 trading days of the last fiscal year in the Performance Cycle. No further
awards are expected to be made under the Performance Share Plan and, except
for Mr. Walker, none of the named executive officers have any outstanding
Performance Shares or Performance Units.
At December 1, 2001, Mr. Walker held 3,422 Performance Shares and
Performance Units and the value thereof was $91,915. The value shown in the
preceding sentence was based on the closing price of CLARCOR Common Stock on
November 30, 2001 ($26.86) and assumes that 100% of the shares and units are
earned. See "--Performance Share Plan." Payout of these shares and units, if
any, will occur in December, 2002.
6
(8) The amounts shown in this column for All Other Compensation for the last
fiscal year derived from the following figures: Messrs. Johnson, Klein,
Walker, Anderson and Boyd respectively: $11,000; $6,000; $5,192; $4,400 and
$3,750 - Company match for employee stock purchase plan; Messrs. Johnson,
Klein, Walker and Anderson respectively: $2,520; $2,520; $2,520 and $2,335 -
Company match for 401(k) plan; Messrs. Johnson, Klein and Anderson
respectively: $3,324; $1,274 and $2,706 - Company paid split dollar
insurance premiums; Messrs. Johnson, Klein, Walker, Anderson and Boyd
respectively: $1,079; $1,907; $1,012; $2,127 and $800 - Company paid group
insurance premium; Messrs. Johnson, Klein, Walker, Anderson and Boyd
respectively: $6,583; $3,097, $1,838; $1,703 and $984 - Company paid
compensation for dividends on restricted stock units.
(9) Mr. Boyd began employment with the Company on May 8, 2000.
Each officer of the Company is elected for a term of one year which begins
at the Board of Directors meeting at which he or she is elected held in
conjunction with the Annual Meeting of Shareholders and ends on the date of the
next Annual Meeting of Shareholders or upon the election of his or her
successor.
STOCK OPTIONS
The following table provides information with respect to stock options
granted during fiscal year 2001 under the Company's 1994 Incentive Plan, as
amended, to the five individuals named in the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO
GRANTED EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME (1) FISCAL YEAR PRICE (2) DATE PRESENT VALUE (3)
---- ---------- ------------ --------- ---------- -----------------
N. E. Johnson.................... 68,793 16.6% $18.5000 12/16/10 $370,106
4,168(4) 1.0 22.6250 12/12/01 10,753
9,675(4) 2.3 26.0000 12/06/02 26,026
16,816(4) 4.1 26.0000 12/01/03 65,919
B. A. Klein...................... 26,624 6.4 18.5000 12/16/10 143,237
W. B. Walker..................... 15,000 3.6 18.5000 12/16/10 80,700
5,119(4) 1.2 24.0100 12/01/03 22,780
D. J. Anderson................... 11,571 2.8 18.5000 12/16/10 62,252
6,871(4) 1.7 23.1875 12/12/01 18,139
D. J. Boyd....................... 5,000 1.2 18.5000 12/16/10 26,900
------------------------------
(1) Consists of nonqualified options issued for a ten year term (other than as
noted in footnote (4)) with a four year vesting schedule (see "Long-Term
Incentive Plan" in the Report of the Compensation & Stock Option Committee).
(2) Closing price of Common Stock as reported on the New York Stock Exchange
Composite Transactions at date of grant.
(3) Options are valued using Cox-Ross-Rubinstein Binomial Model, which is a
variation of the Black-Scholes Option Pricing Model using the following
assumptions:
(i) an expected option term of seven years to exercise (based on estimated
prior experience);
(ii) interest rates ranging from 3.48% to 5.91% depending on the date of
grant and based on the quoted yield of Treasury Strips;
(iii) dividends of $.4625 per share of Common Stock; and
(iv) stock price volatility of 25.5% based upon the monthly stock closing
prices for the preceding 7 years.
7
(4) This grant resulted from the exercise of an option and from the payment of
the related exercise price by the optionee using shares of previously owned
Company Common Stock. Under these circumstances the 1994 Incentive Plan
permits the grant of options ("replacement options") for the number of
shares used in payment of the exercise price. The exercise price for each
replacement option is equal to the market value of the Company's Common
Stock on the date of such exercise and replacement options expire on the
same date as the original option which was exercised. The replacement option
grants do not contain the replacement feature.
The following table sets forth certain information regarding option
exercises during the fiscal year and the unexercised options held by such
individuals at December 1, 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FY-END AT FY-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE (1) UNEXERCISABLE (2)
---- ----------- -------- ------------------- --------------------
N. E. Johnson.................... 59,397 $684,117 201,189/241,595 $1,924,846/2,073,183
B. A. Klein...................... -- -- 55,406/59,468 630,074/513,904
W. B. Walker..................... 7,500 88,823 36,619/32,500 385,091/280,920
D. J. Anderson................... 10,125 117,799 67,577/32,115 797,665/278,091
D. J. Boyd....................... -- -- 1,250/3,750 10,450/31,350
------------------------------
(1) On December 16, 2001, subsequent to the fiscal year-end, additional option
grants were awarded as follows: Mr. Johnson 55,000, Mr. Klein 20,000, Mr.
Walker 15,000, Mr. Anderson 7,500 and Mr. Boyd 5,000. Also subsequent to
the fiscal year-end, Mr. Anderson exercised an option for 6,871 shares.
(2) Based on the $26.86 closing price of Common Stock as reported on the New
York Stock Exchange Composite Transactions on November 30, 2001, the last
trading date prior to the Company's fiscal year-end close on Saturday,
December 1, 2001.
PERFORMANCE SHARE PLAN
The Long Range Performance Award Plan (the "Performance Share Plan") is a
part of the Company's 1994 Incentive Plan, approved by the shareholders on March
31, 1994. It provides officers and key employees of the Company with the
opportunity to earn shares of Common Stock ("Performance Shares") and units
representing the market value of Common Stock ("Performance Units").
At the beginning of each three-year Performance Cycle, executives are
awarded a number of Performance Shares and Performance Units determined by
applying a formula set by the Compensation Committee at the beginning of the
Performance Cycle. The total number of Performance Shares and Performance Units
is obtained by dividing a percentage of the base salary of the executive,
ranging from 40% for the CEO to 20% for officers at the level of vice president,
by the average closing price of a share of the Company's Common Stock over a
30-day trading period prior to the award date. Awards are in the ratio of three
Performance Shares to two Performance Units, so that approximately 60% of the
total value of benefits available under the plan is in stock and 40% is payable
in cash to cover income taxes due on the total award.
During the 3-year Performance Cycle, the executive receives dividends and
is entitled to vote the Performance Shares. In order for the executive to retain
all of the Performance Shares and Performance Units awarded, the Company must
attain prescribed financial targets over the Performance Cycle. If the
performance targets have been met in full, the full number of Performance Shares
and Performance Units will be earned. If certain minimum objectives are attained
(currently established at
8
80% of the performance target), 50% of the Performance Shares and Performance
Units will be earned. If performance over the Performance Cycle is between the
minimum and the target level, the number of Performance Shares and Performance
Units earned will be prorated. No portion of the Performance Shares or
Performance Units will be earned if performance does not meet the 80% minimum
performance target.
No further awards are expected to be made under the Performance Share Plan.
The last Performance Cycle will end on November 30, 2002. The Compensation &
Stock Option Committee of the Board of Directors has elected to replace this
form of incentive program with awards of restricted stock units. See "Report of
the Compensation & Stock Option Committee."
RETIREMENT PLANS
Most employees of the Company and certain of its subsidiaries, including
the individuals named in the Summary Compensation Table, are eligible to receive
benefits under the CLARCOR Inc. Pension Plan (the "Pension Trust"). The amount
of the Company's contribution to the Pension Trust in respect to a specified
person cannot be individually calculated. No Company contribution for fiscal
2001 was required or made.
The Pension Trust provides benefits calculated under a Social Security
step-rate formula based on career compensation. Benefits are payable for life
with a guarantee of 120 monthly payments. The formula accrues an annual benefit
each plan year equal to the sum of (a) plan year compensation up to age 65
covered compensation ($36,000 in fiscal 2002) in effect each December multiplied
by .012 plus (b) any excess of such plan year compensation over age 65 covered
compensation (subject to Internal Revenue limitations applicable to all
qualified retirement plans) multiplied by .0175. The aggregate of all annual
accruals plus the benefit accrued at November 30, 1989 under prior plans is the
amount of annual pension.
Estimated annual retirement benefits payable under the Pension Trust at
normal retirement (age 65) for Messrs. Johnson, Klein, Walker, Anderson and Boyd
are $67,726, $50,282, $16,993, $30,569 and $9,767, respectively. Such annual
retirement benefits are not subject to any reduction for Social Security
amounts. The estimated benefits were calculated assuming that the participants
would continue to accrue benefits at current wage levels to normal retirement.
Effective December 1, 1994, the Company established two new retirement
plans for officers and senior executives of the Company: the 1994 Supplemental
Pension Plan and the 1994 Executive Retirement Plan. The 1994 Supplemental
Pension Plan is intended to preserve benefits lost by reason of the maximum
limitations on compensation and benefits imposed on tax qualified retirement
plans by the Internal Revenue Code of 1986. The 1994 Executive Retirement Plan
provides a monthly benefit to a participant equal to (a) 65% of his average
monthly compensation with respect to the three consecutive fiscal years for
which he received the highest compensation, reduced by (b) his monthly normal
retirement benefit provided by the Pension Trust and benefits earned during
employment other than by the Company. A minimum of 15 years of service after
attainment of the age of 40 is required to earn a full benefit of 65% of
compensation at retirement. Messrs. Johnson, Klein and Anderson are participants
in both of the 1994 plans. Mr. Walker is a participant in the 1994 Supplemental
Pension Plan. Mr. Boyd began his employment with the Company in May 2000 and,
consequently, does not yet qualify for either plan. Estimated total annual
retirement benefits pursuant to both the 1994 Supplemental Pension Plan and the
1994 Executive Retirement Plan payable at normal retirement (age 65) for Messrs.
Johnson, Klein, Walker and Anderson are $347,436, $172,314, $3,551 and $100,959,
respectively. Such annual retirement benefits are not subject to reduction for
Social Security amounts.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Johnson,
Klein, Walker, Anderson and Boyd and certain other executive officers of the
Company. Mr. Johnson's employment
9
agreement provides terms of employment, compensation, incentive plan
compensation, benefits and perquisites, pensions, employment termination,
non-competition and confidentiality, and "change of control" provisions. Mr.
Johnson's agreement, as amended, expires on the date of the Annual Meeting to be
held in 2003. Thereafter, his agreement will be extended automatically each year
unless terminated by the Board.
The "Change of Control" provisions of Mr. Johnson's agreement and other
agreements, as amended, with Messrs. Klein, Walker, Anderson and Boyd and
certain other executive officers become effective upon (i) the acquisition by
any person, entity or group (other than from the Company) of 15% or more of the
outstanding securities of the Company which are entitled to vote generally in
the election of directors; (ii) individuals who, at the date of the employment
agreement, constitute the Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director after the date of the employment
agreements whose election or nomination was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board will be considered
as though such person was a member of the Incumbent Board; (iii) consummation of
a reorganization, merger or consolidation, in each case in respect of which the
persons who were shareholders of the Company immediately prior to such
transaction do not immediately thereafter own more than 60% of the securities
entitled to vote generally in the election of directors of the entity resulting
from such transaction and (iv) approval by the shareholders of the Company of a
liquidation or dissolution of the Company or the sale of all or substantially
all of its assets.
The agreements provide that the Company agrees to employ these officers,
and the officers agree to remain in the employ of the Company, from the date of
a change of control to the earlier to occur of the third anniversary of such
change of control or the officer's normal retirement date at a rate of
compensation at least equal to the highest monthly base salary which the officer
was paid during the 36 calendar months immediately prior to the change of
control. In addition, during that period the Company agrees to provide employee
benefits which are the greater of the benefits provided by the Company to
executives with comparable duties or the benefits to which the officer was
entitled during the 90-day period immediately prior to the date of the change of
control. In the event that employment is terminated after a change of control,
the terminated officer is entitled to (i) a lump-sum cash payment equal to three
times the sum of the officer's base salary and annual bonus, (ii) continued
health and welfare benefits and perquisites for the three year period following
termination; and (iii) a lump sum payment equal to the pension benefits the
terminated officer would have earned during the three year period after the
termination. If any of such agreements subjects the officer to excise tax under
Section 4999 of the Internal Revenue Code, the Company will pay such officer an
additional amount calculated so that after payment of all taxes, interest and
penalties, the officer retains an amount of such additional payment equal to
such excise tax. The agreements define "termination" to mean termination of
employment by the Company for reasons other than death, disability, cause or
retirement. "Termination" also includes resignation by the officer after (a) a
material adverse reduction in the nature or scope of his authorities, duties or
responsibilities, following a change of control, as determined in good faith by
the officer; (b) a reduction in compensation or benefits after a change of
control or (c) a good faith determination by the officer that, as a result of
the change of control, he is unable to exercise the authority, power, function
and duties contemplated by the agreement.
REPORT OF THE COMPENSATION & STOCK OPTION COMMITTEE
The purpose of the Compensation & Stock Option Committee ("Committee") is
to assure that the Chief Executive Officer and the other executive officers of
the Company ("Executive Officers") are
10
compensated equitably, competitively and in a manner that is consistent with the
long-term best interests of the Company and its shareholders. The Committee,
which is composed entirely of independent non-employee directors, is responsible
for determining the annual salary, cash incentives, benefits and
intermediate-term and long-term incentive plan awards for the Company's
Executive Officers.
COMPENSATION PHILOSOPHY
There are certain stated principles which the Committee follows in
structuring the compensation packages for the Chief Executive Officer and the
other Executive Officers of the Company. These are:
Pay for Performance
A high percentage of total compensation is linked directly to the
performance of the Company and the executive's individual performance in
attaining the Company's objectives and supporting the Company's mission
statement. The Committee believes that this structure aligns the
executives' interests with the interests of the shareholders.
Competitiveness
Total compensation packages are designed to be comparable with those
of executives occupying comparable positions in comparable companies. The
packages are also designed to allow an opportunity to earn at a level above
median industry practices and market competitors when Company performance
exceeds the results of comparable companies. The opportunity to earn at
higher levels provides a significant challenge to the Executive Officers.
Executive Ownership
A major component of executive compensation is equity based, and as a
result, the Executive Officer's interests are more directly linked with
shareholders' interests. The Committee believes that equity-based
compensation properly balances the rewards for long-term versus short-term
results.
The Committee has established ownership guidelines for Executive
Officers and non-employee directors to align their interests and objectives
with the Company's shareholders. These guidelines require that Executive
Officers, after a five-year period, own shares with a value ranging from a
minimum of two times annual salary for officers at the level of corporate
vice president to a minimum of four times annual salary for the Company's
Chairman and Chief Executive Officer. In addition, the guidelines require
that non-employee directors, after a five-year period, own shares with a
value equal to a minimum of five times the annual retainer.
Management Development
The compensation packages are also designed to attract and retain
quality executives with the leadership skills and other key competencies
required to meet the Company's objectives and to enhance shareholder value.
COMPONENTS OF EXECUTIVE PAY
The components of total pay for all executives are annual salary, cash
incentives, benefits and intermediate-term and long-term incentive awards. The
Committee reviews annually each component of compensation and total compensation
for the Executive Officers. The review includes a market comparison of
compensation and changes in compensation for equivalent positions in related
industrial groups and comparably-sized companies. Competitive information and
data relating to executive compensation packages is provided by independent
compensation consultants at the request of the Committee.
11
Annual Salary
Annual salary and annual adjustments are based on the executive's
performance, experience, and reference to competitive rates for comparable
positions in related industry groups and comparably-sized companies.
Cash Incentives
Annual cash incentives are determined based upon the attainment of
financial targets by the Company and the individual performance of the
executive. If certain minimum target results are not achieved, no annual
incentive will be paid. If target levels, which the Committee considers to
be reasonably difficult to attain, are achieved, annual incentive levels
generally range from 25% to 70% of base salary, with the maximum awards
ranging from 57.5% to 161% of base salary if performance materially exceeds
the target objectives.
The financial target that must be attained is economic value added, or
as referred to by the Company, CLARCOR Value Added ("CVA"). In basic terms,
CVA is consolidated annual after-tax operating earnings less the annual
cost of capital. Thus the size of the cash incentives varies directly with
the amount by which such after-tax earnings exceed the cost of capital. As
a result, the CVA program is designed to reward managers who increase
shareholder value by most effectively deploying the capital contributed by
the shareholders and lenders. If the Company fails to achieve the target
levels of CVA, the cash incentive awards are reduced. The Committee sets
the target levels prior to the beginning of the year.
Benefits
Employee benefits offered to the general employee population of the
Company are provided to Executive Officers as part of the total
compensation program. In addition, certain Executive Officers are provided
supplemental retirement benefits and life insurance policies.
Intermediate-Term Incentive: Performance Share Plan
Unlike the annual cash incentive plan, which provides an incentive for
a specific year's performance, the Performance Share Plan (which is
described in detail at pages 8 and 9 under "Performance Share Plan")
requires a sustained level of corporate performance over a 3-year
Performance Cycle. The Plan provides benefits that vary directly with the
market price of the Company's Common Stock over the Performance Cycle. In
addition, the Executive Officers receive dividends on and are entitled to
vote his or her Performance Shares. Both of these attributes are designed
to closely align the interests of the participating Executive Officers
directly with those of the Company's shareholders.
For the Performance Period 1999-2001 Plan participants earned 100% of
the total performance opportunity as a result of the substantial
achievement of two aggressive financial goals established by the Committee.
One half of the award was earned based upon attainment of a return on
equity greater than the average of a comparator group, and the other half
was earned based upon attainment of earnings per share targets set by the
Committee. The Committee selected a group of over 30 manufacturing
companies with revenues currently averaging over $700 million as the
comparator group for measuring the Company's comparative return on equity.
Subsequent to the end of fiscal 2000, the Committee elected to
substitute grants of restricted stock units ("Units") for awards under the
Performance Share Plan. Units provide for the issuance of Common Stock to
the grantee over a four year period. 25% of the total number of Units vests
on each anniversary of the grant so long as the grantee remains in the
employment of the Company or one of its subsidiaries. Until Units vest and
shares of Common Stock are issued in conversion of the Units, the grantee
does not have any rights as a shareholder of the Company, but prior to
vesting the grantee will receive a cash payment equal to the dividends paid
on the Common Stock.
12
The Units permit a grantee to defer the issuance of Common Stock pursuant
to the Units for a period of years or until the termination of the
grantee's employment by the Company. The Committee believes that
intermediate-term incentive programs based on appreciation in the price of
the Company's Common Stock are in the best interests of the Company and its
shareholders. It therefore decided to make no further awards under the
Performance Share Plan and substitute awards of Units as intermediate-term
incentives.
Long-Term Incentive Plan
The Company's long-term incentive plan awards nonqualified stock
options to its senior and mid-level executives. Options granted under the
Company's shareholder approved 1994 Incentive Plan have a 10-year life and
all options granted during fiscal 2001 were at the market value of the
Common Stock on the date of grant. The option grants provide the executives
an opportunity to acquire an equity interest in the Company and to share in
the long-term appreciation of the stock.
Market surveys of long-term incentives are reviewed to establish
competitive practices. Management makes recommendations to the Committee on
the size of a grant, if any, for each executive based on the individual's
ability to affect financial performance, the executive's past performance,
and expectations of the executive's future contributions. The CEO's grant
is similarly determined by the Committee and all other stock option grants
are reviewed and approved by the Committee.
Stock options granted in fiscal 2001 are not exercisable for one year
after the grant. Thereafter they become exercisable at the rate of 25% per
year and they are fully exercisable after the 4th year and through the 10th
year of the option.
SECTION 162(m) COMPLIANCE
The Committee has considered the possible impact of Section 162(m) of the
Internal Revenue Code of 1986, which generally limits to $1,000,000 (with
several exceptions) the tax deduction available for compensation paid to a
person who is an executive listed in the Summary Compensation Table and who is
employed by the Company at the end of its fiscal year. The Committee intends to
preserve to the Company the maximum opportunity for obtaining deductibility for
all amounts paid to its officers by designing and administering the Company's
plans and programs in a way that will meet the regulations in effect at the time
compensation decisions are made.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Johnson's annual salary was increased during fiscal 2001 to be
competitive with the median base salary paid to chief executive officers of
comparably-sized corporations identified by the Committee. For fiscal 2001, Mr.
Johnson was awarded an annual cash incentive equal to 21% of his base salary in
accordance with the annual cash incentive plan and based on Mr. Johnson's
performance in meeting his personal performance objectives.
Mr. Johnson participated in the Committee approved payout at 100% for the
1999-2001 Performance Period for the Performance Share Plan.
Mr. Johnson also received grants of 10,000 Units and was granted
non-qualified stock options for 68,793 shares of the Company's Common Stock at
an exercise price of $18.50 per share, the closing price as reported on the New
York Stock Exchange on the date of grant.
The Committee believes that the key executive team of the Company will
receive appropriate rewards under this program of corporate incentives, but only
if they achieve the performance goals established for them and the Company and
if they succeed in building increased value for the Company's shareholders.
Compensation & Stock Option Committee
J. Marc Adam, Chairman
Robert H. Jenkins
James L. Packard
13
REPORT OF THE AUDIT COMMITTEE
The Company's Board of Directors' Audit Committee is comprised of three
directors who are not officers of the Company. The Audit Committee reviews the
Company's financial reporting process on behalf of the Board of Directors.
Management of the Company has the primary responsibility for the financial
statements and the reporting process of the Company, including the system of
internal controls, the presentation of the financial statements and the
integrity of the financial statements. Management has represented to the Audit
Committee that the Company's financial statements have been prepared in
accordance with generally accepted accounting principles. The Company's
auditors, PricewaterhouseCoopers LLP, are engaged to audit the Company's
financial statements and to express an opinion on the conformity of such audited
financial statements to generally accepted accounting principles.
Members of the Audit Committee rely without independent verification on the
information provided to them and on the representations made by management and
the opinions and communications of the Company's auditors. Accordingly, the
Audit Committee's review does not provide an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles or appropriate internal control and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's activities do not assure that the audit of
the Company's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Company's auditors are in fact independent.
In this context, the Audit Committee has reviewed and discussed the
Company's audited financial statements with management and the Company's
auditors. The Audit Committee has discussed with the Company's auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). In addition, the Audit Committee has
received from the Company's auditors the written disclosures such auditors have
represented are required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) and discussed with them their
independence from the Company and its management.
The Committee has been advised by the Company that the total fees and
expenses paid in fiscal 2001 to PricewaterhouseCoopers LLP, the Company's
principal accounting firm, were $696,139. Of that amount, an aggregate of
$619,681 was for audit services and $76,458 was for other services, primarily
related to taxes and employee benefit plan audits. PricewaterhouseCoopers LLP
was not engaged by the Company during fiscal 2001 to perform any financial
information systems and design services.
The Committee has considered whether the provision of these non-audit
services to the Company by PricewaterhouseCoopers LLP is compatible with
maintaining that firm's independence.
In reliance on the reviews and discussions referred to above and subject to
the limitations set forth above, the Committee recommended to the Board of
Directors, and the Board has approved, that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
1, 2001, for filing with the Securities and Exchange Commission.
Audit Committee
Philip R. Lochner, Jr., Chairman
Robert J. Burgstahler
Keith E. Wandell
14
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
return on its Common Stock for a five year period (November 30, 1996 to December
1, 2001) with the cumulative total return of the S&P SmallCap 600 Index and the
S&P Manufacturing Diversified Index.
TOTAL RETURN TO SHAREHOLDERS
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG THE COMPANY, S&P SMALLCAP 600 INDEX AND
S&P MANUFACTURING DIVERSIFIED INDEX
[PERFORMANCE GRAPH]
* Assumes that the value of the investment in the Company's Common Stock and
each index was $100 on November 30, 1996 and that all dividends were
reinvested.
The reference points on the foregoing graph are as follows:
1997 1998 1999 2000 2001
---- ---- ---- ---- ----
CLARCOR INC. ....................................... 105.44 101.48 95.88 104.72 157.10
S&P SMALLCAP 600 INDEX.............................. 124.54 115.84 128.06 140.51 153.16
MANUFACTURING DIVERSIFIED INDEX..................... 116.45 132.50 167.20 193.15 194.92
The 1996 beginning measuring point was the market close on November 30,
1996, the last New York Stock Exchange trading day before the beginning of the
Company's fifth preceding fiscal year. The closing measuring point for 2001 was
November 30, 2001 based on the last New York Stock Exchange trading date prior
to the Company's Saturday, December 1, 2001 fiscal year-end.
15
MISCELLANEOUS
AUDITORS
It is expected that the Board of Directors will select
PricewaterhouseCoopers LLP to audit the financial statements of the Company for
the fiscal year ending November 30, 2002. PricewaterhouseCoopers LLP (or its
predecessors) has served as the Company's auditors for more than 30 years. The
shareholders will not be asked to approve this selection at the Annual Meeting.
A representative of PricewaterhouseCoopers LLP will be present at the Annual
Meeting of Shareholders and will have an opportunity to make a statement and
respond to appropriate questions.
OTHER BUSINESS
The Board of Directors has no knowledge of any matters, other than as set
forth in this Proxy Statement, upon which action is to be taken at the meeting.
In the event any such matters are brought before the meeting, the attorneys
named in the enclosed form of proxy will vote proxies received by them as they
deem best with respect to all such matters.
PROPOSALS OF SECURITY HOLDERS FOR 2003 ANNUAL MEETING OF SHAREHOLDERS
Under the rules and regulations of the Securities and Exchange Commission,
any proposal which a shareholder of the Company intends to present at the Annual
Meeting of Shareholders to be held in 2003 and which such shareholder desires to
have included in the Company's proxy materials for such meeting, must be
received by the Company on or before October 18, 2002.
The Company's bylaws provide that nomination by a shareholder of a person
for election as a director and other proposals made by such shareholders for
action by the shareholders at any meeting of shareholders may be disregarded
unless proper notice of such nomination or proposal shall have been given to the
Secretary of the Company not less than 60 days nor more than 90 days prior to
the date of the meeting and certain other requirements are met. It is currently
expected that the 2003 Annual Meeting of Shareholders of the Company will be
held on March 25, 2003. Consequently, written notice of any such nomination or
proposal which a shareholder desires to make at the 2003 Annual Meeting must be
received by the Company no earlier than December 25, 2002 and no later than
January 24, 2003. A copy of the Company's bylaws may be obtained without charge
from the Secretary of the Company.
EXPENSE OF SOLICITATION OF PROXIES
The expense of solicitation of proxies, including printing and postage,
will be paid by the Company. In addition to the use of the mail, proxies may be
solicited personally, or by telephone, by officers and regular employees of the
Company. The Company has employed D. F. King & Co., Inc. to solicit proxies for
the Annual Meeting from brokers, bank nominees and other institutional holders.
The Company has agreed to pay $8,500, plus the out-of-pocket expenses of D. F.
King & Co., Inc., for these services. The Company will reimburse brokers and
other persons holding stock in their names, or in the name of nominees, for
their expenses for sending proxy material to principals and obtaining their
proxies.
By Order of the Board of Directors
DAVID J. BOYD
Secretary
Rockford, Illinois
February 15, 2002
16
CLARCOR Inc. PROXY/VOTING INSTRUCTION CARD
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON MARCH 19, 2002.
The undersigned hereby appoints Lawrence E. Gloyd, James L. Packard and Keith E.
Wandell, or any one or more of them, acting alone if only one shall be present,
or jointly if more than one shall be present, the true and lawful attorneys of
the undersigned, with power of substitution, to vote as proxies for the
undersigned at the Annual Meeting of Shareholders of CLARCOR Inc. to be held at
The University of Illinois College of Medicine at Rockford, 1601 Parkview Ave.,
Rockford, Illinois 61107, on Tuesday, March 19, 2002 at 6:00 P.M., Central
Standard Time, and all adjournments thereof, all shares of Common Stock which
the undersigned would be entitled to vote and all as fully and with the same
effect as the undersigned could do if then personally present.
Receipt is acknowledged of the Company's Annual Report to Shareholders for the
fiscal year ended December 1, 2001, and the Notice and Proxy Statement for the
above Annual Meeting.
Election of Directors - Nominees are: Robert H. Jenkins, Philip R. Lochner and
Roseann Stevens.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES (SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. IF A VOTE IS NOT
SPECIFIED, THE PROXIES NAMED ABOVE WILL VOTE FOR THE NOMINEES FOR ELECTION AS
DIRECTORS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN
THIS CARD.
------------
| SEE REVERSE |
| SIDE |
------------
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FOLD AND DETACH HERE
/X/ PLEASE MARK YOUR 5086
VOTES AS IN THIS
EXAMPLE.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR the nominees for election as directors named in this proxy.
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.
--------------------------------------------------------------------------------
FOR VOTE WITHHELD
1. Election of [ ] [ ]
Directors
(See Reverse)
For, except vote withheld from the following nominee(s):
-----------------------------------------------------------
2. In their discretion, the Proxies are
authorized to vote upon such other business
as may properly come before the meeting.
SIGNATURE(S) DATE
-------------------------------------- ---------------
NOTE: Please date and sign as name appears hereon. If shares are held
jointly or by two or more persons, each shareholder named should
sign. Executors, administrators, trustees, etc. should so indicate
when signing. If the signer is a corporation, please sign full
corporate name by duly authorized officer. If a partnership,
please sign in partnership name by authorized person.
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FOLD AND DETACH HERE