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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
IDEX CORPORATION
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(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $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:
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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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[IDEX LOGO]
IDEX CORPORATION
NOTICE AND PROXY STATEMENT
FOR
THE ANNUAL SHAREHOLDERS' MEETING
TO BE HELD
TUESDAY, MARCH 24, 1998
YOUR VOTE IS IMPORTANT
Please mark, date and sign the enclosed proxy card and promptly return it
to the Company in the enclosed envelope.
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IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
---------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------------
DEAR IDEX SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of the shareholders
of IDEX Corporation which will be held on Tuesday, March 24, 1998, at Bank of
America NT & SA, Shareholders Room, 21st Floor, 231 South LaSalle Street,
Chicago, Illinois 60697. The meeting will begin at 10:00 a.m.
At the meeting, shareholders will (a) elect four directors for a term of
three years, (b) vote on the recommendation of the Board of Directors that
Deloitte & Touche LLP be appointed auditors of the Company for 1998, and (c)
transact such other business as may properly come before the meeting.
Enclosed is a Proxy Statement which provides information concerning the
Company and the Board of Directors' nominees for election as directors. Also
enclosed is a copy of the Company's Annual Report which describes the results of
our operations during 1997 and provides other information about the Company
which will be of interest.
The Board of Directors fixed the close of business on February 4, 1998, as
the record date for the determination of shareholders owning the Company's
Common Stock, par value $.01 per share, entitled to notice of and to vote at the
Annual Meeting.
Enclosed is a proxy card which provides you with a convenient means of
voting on the matters to be considered at the meeting whether or not you attend
the meeting in person. All you need to do is mark the proxy card to indicate
your vote, sign and date the card, then return it to the Company in the enclosed
envelope as soon as conveniently possible. If you desire to vote to elect each
of the Company's nominees as directors, for the appointment of Deloitte & Touche
LLP as auditors of the Company for 1998, and in the discretion of the proxy
holders as to any other business which may properly come before the meeting, you
need not mark your votes on the proxy card but need only sign and date it and
return it to the Company.
Management sincerely appreciates your support. We hope to see you at the
Annual Meeting.
By order of the Board of Directors,
WAYNE P. SAYATOVIC
Senior Vice President - Finance,
Chief Financial Officer and Secretary
February 10, 1998
Northbrook, Illinois
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IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
------------------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 24, 1998
------------------------------------
The Annual Meeting of the shareholders of IDEX Corporation (the "Company"
or "IDEX") will be held on Tuesday, March 24, 1998, at 10:00 a.m. at the
Shareholders Room of Bank of America NT & SA, 231 South LaSalle Street, Chicago,
Illinois 60697. At the Annual Meeting, shareholders will (a) elect four
directors for a term of three years, (b) vote on the recommendation of the Board
of Directors that Deloitte & Touche LLP be appointed auditors of the Company for
1998, and (c) transact such other business as may properly come before the
meeting.
This Proxy Statement has been prepared in connection with the solicitation
by the Company's Board of Directors of proxies for the Annual Meeting and
provides information concerning the persons nominated by the Board of Directors
for election as directors and the other matters to be voted upon, as well as
other information relevant to the Annual Meeting. The Company commenced
distribution of this Proxy Statement and the materials which accompany it on
February 10, 1998.
The record of shareholders entitled to notice of and to vote at the Annual
Meeting was taken as of the close of business on February 4, 1998 (the "record
date"), and each shareholder will be entitled to vote at the meeting any shares
of IDEX Common Stock, par value $.01 per share ("Common Stock"), held of record
at the record date.
Each shareholder of record is requested to complete, date and sign the
accompanying proxy card and return it promptly to the Company in the enclosed
envelope. The proxy card lists each person nominated by the Board of Directors
for election as director and provides spaces to vote on the appointment of
outside auditors. Proxies duly executed and received at or prior to the meeting
will be voted in accordance with shareholders' instructions. If no instructions
are given, proxies will be voted to elect each of the Company's nominees as
directors and in favor of the appointment of Deloitte & Touche LLP as auditors
of the Company and in the discretion of the proxy holders as to any other
business which may properly come before the meeting.
Votes cast by proxy or in person at the Annual Meeting will be tabulated
by the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the shareholders for a vote. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
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ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation, as amended, provides
for a three-class Board, with one class being elected each year for a term of
three years. In December 1997, the Board of Directors named Frank J. Hansen,
formerly the Senior Vice-President-Operations and Chief Operating Officer of
IDEX Corporation, to the position of President and Chief Operating Officer
effective January 1, 1998. At the same time, the Board was expanded from nine to
ten members, and Mr. Hansen was elected a Class III director of the Company by
the remaining directors. As such, the Board of Directors currently consists of
ten members, three of whom are Class I directors whose terms will expire at the
1999 Annual Meeting, three of whom are Class II directors whose terms will
expire at the 2000 Annual Meeting and four of whom are Class III directors whose
terms will expire at this year's Annual Meeting.
The Company's Board of Directors has nominated four persons for election
as Class III directors to serve for a three-year term expiring in 2001, upon the
election and qualification of their successors. The four nominees of the Board
of Directors are Frank J. Hansen, Paul E. Raether, Clifton S. Robbins and Neil
A. Springer, each of whom is currently serving as a director of the Company.
If for any reason any of the nominees for a Class III directorship is
unavailable to serve, proxies solicited hereby may be voted for a substitute.
The Board, however, expects all of the nominees to be available.
The nominees and the directors whose terms of office continue after this
year's Annual Meeting are listed below with brief statements setting forth their
present principal occupations and other information, including directorships in
other public companies.
The affirmative vote of a majority of the shares present in person or by
proxy at the Annual Meeting, and entitled to vote, is required for election of
the nominees.
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THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE FOUR NOMINEES IN CLASS III IDENTIFIED BELOW.
NOMINEES FOR DIRECTORSHIPS
CLASS III: NOMINEES FOR THREE-YEAR TERM
FRANK J. HANSEN Director since 1998
President and Chief Operating Officer Age 56
IDEX Corporation
Mr. Hansen was appointed President and Chief Operating Officer and
Director of the Company on January 1, 1998. Previously, he served as Senior
Vice-President-Operations and Chief Operating Officer from August 1994 to
December 1997. Mr. Hansen was Vice President-Group Executive of the Company from
January 1993 to July 1994. From 1989 to July 1994, Mr. Hansen was President of
Viking Pump. Mr. Hansen is a member of the Pension and Retirement Committee and
is also a director of Gardner Denver Machinery, Inc.
PAUL E. RAETHER Director since 1988
Member Age 51
Kohlberg Kravis Roberts & Co., L.L.C.
Mr. Raether was elected director of IDEX on January 22, 1988. Since
January 1996, he has been a member of the limited liability company which acts
as the general partner of Kohlberg Kravis Roberts & Co. ("KKR"). Mr. Raether has
been a general partner of KKR Associates since prior to 1993 and was a general
partner of KKR from prior to 1993 to December 1995. Mr. Raether is a director of
Bruno's, Inc.
CLIFTON S. ROBBINS Director since 1987
Member Age 39
Kohlberg Kravis Roberts & Co., L.L.C.
Mr. Robbins has been a director of IDEX since its organization in
September 1987. Since January 1996, he has been a member of the limited
liability company which acts as the general partner of KKR. He has been a
general partner of KKR Associates since December 1994 and was a general partner
of KKR from December 1994 to December 1995. From prior to 1993 to December 1994,
he was an executive of KKR and a limited partner of KKR Associates. Mr. Robbins
is a director of AEP Industries, Inc., Borden, Inc., Borden Chemicals &
Plastics, L. P., KinderCare Learning Centers, Inc., and Newsquest Capital, PLC.
Mr. Robbins is a member of the Executive Committee of the Board of Directors.
NEIL A. SPRINGER Director since 1990
Managing Director Age 59
Springer Souder & Associates, L.L.C.
Mr. Springer was appointed director of IDEX by the Board on February 27,
1990. He has been Managing Director of Springer Souder & Associates, L.L.C.
since June 1994. From September 1992 to June 1994 he was Senior Vice President
of Slayton International, Inc. and from August 1991 to August 1992 he was
President-Central Region of Alexander Proudfoot Company. Mr. Springer is a
director of CUNA Mutual Insurance Group, Dorsey Trailer, Inc., and Freightways
Corporation. Mr Springer is the Chairman of the Audit Committee and a member of
the Compensation Committee of the Board of Directors.
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OTHER INCUMBENT DIRECTORS
CLASS I: THREE-YEAR TERM EXPIRES IN 1999
DONALD N. BOYCE Director since 1988
Chairman of the Board and Chief Executive Officer Age 59
IDEX Corporation
Mr. Boyce was elected Chairman of the Board, President and Chief Executive
Officer of IDEX on January 22, 1988, the date of the Company's acquisition of
its six original operating subsidiaries from Houdaille Industries, Inc.
("Houdaille"). On January 1, 1998, Mr. Hansen assumed the title of President
from Mr. Boyce with Mr. Boyce continuing as Chairman and Chief Executive
Officer. Mr. Boyce is the Chairman of the Executive Committee, a member of the
Pension and Retirement Committee, and a director of United Dominion Industries,
Ltd. and Metromail Corporation.
RICHARD E. HEATH Director since 1989
Senior Partner Age 67
Hodgson, Russ, Andrews, Woods & Goodyear
Mr. Heath was appointed director of IDEX by the Board on April 19, 1989,
effective June 9, 1989. Mr. Heath has been a senior partner of the law firm
Hodgson, Russ, Andrews, Woods & Goodyear since prior to 1993.
HENRY R. KRAVIS Director since 1988
Member Age 54
Kohlberg Kravis Roberts & Co., L.L.C.
Mr. Kravis was elected director of IDEX on January 22, 1988. Since January
1996, he has been a managing member of the limited liability company which acts
as the general partner of KKR. Mr. Kravis is a general partner of KKR Associates
and was a general partner of KKR from its organization in 1976 to December 1995.
Mr. Kravis is a director of Accuride Corporation, Amphenol Corporation, Borden,
Inc., Bruno's, Inc., Evenflo & Spalding Holdings Corporation, KinderCare
Learning Centers, Inc., Merit Behavioral Care Corporation, Newsquest Capital,
PLC, Owens-Illinois, Inc., Owens-Illinois Group, Inc., Primedia, Inc., Safeway,
Inc., Sotheby's Holdings, Inc., The Gillette Company, Union Texas Petroleum
Holdings, Inc., and World Color Press, Inc.
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CLASS II: THREE-YEAR TERM EXPIRES IN 2000
WILLIAM H. LUERS Director since 1989
President Age 68
Metropolitan Museum of Art
Mr. Luers was appointed a director of IDEX by the Board on May 24, 1989,
effective June 2, 1989. Mr. Luers has been President of The Metropolitan Museum
of Art in New York, New York since prior to 1993. Formerly, he served as
Ambassador to Czechoslovakia and Venezuela. Mr. Luers has written extensively
for newspapers and magazines on the Soviet Union and Eastern Europe, on
East/West relations and on Latin America. He serves on the boards of The Scudder
Brazil Fund, The Scudder New Europe Fund, Inc., The Scudder Global/International
Funds, Inc., and Wickes Lumber Co. Mr. Luers is the Chairman of the Compensation
Committee and a member of the Audit Committee of the Board of Directors.
GEORGE R. ROBERTS Director since 1988
Member Age 54
Kohlberg Kravis Roberts & Co., L.L.C.
Mr. Roberts was elected director of IDEX on January 22, 1988. Since
January 1996, he has been a managing member of the limited liability company
which acts as the general partner of KKR. He is a general partner of KKR
Associates and was a general partner of KKR from its organization in 1976 to
December 1995. Mr. Roberts is a director of Accuride Corporation, Amphenol
Corporation, Borden, Inc., Bruno's, Inc., Evenflo & Spalding Holdings
Corporation, KinderCare Learning Centers, Inc., Merit Behavioral Care
Corporation, Owens-Illinois, Inc., Owens-Illinois Group, Inc., Primedia, Inc.,
Safeway, Inc., Union Texas Petroleum Holdings, Inc., and World Color Press, Inc.
Mr. Roberts and Mr. Kravis are first cousins.
MICHAEL T. TOKARZ Director since 1987
Member Age 48
Kohlberg Kravis Roberts & Co., L.L.C.
Mr. Tokarz has been a director of IDEX since its organization in September
1987. Since January 1996, he has been a member of the limited liability company
which acts as the general partner of KKR. He has been a general partner of KKR
Associates since January 1993 and was a general partner of KKR from January 1993
to December 1995. Mr. Tokarz is a director of Evenflo & Spalding Holdings
Corporation, Primedia, Inc., Safeway, Inc., and Walter Industries, Inc. Mr.
Tokarz is a member of the Executive Committee of the Board of Directors.
FUNCTIONS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has the ultimate authority for the management of
the Company's business. The Board selects the Company's executive officers,
delegates responsibilities for the conduct of the Company's operations to those
officers, and monitors their performance. The Board of Directors held seven
meetings during 1997.
Important functions of the Board of Directors are performed by committees
comprised of members of the Board. Subject to applicable provisions of the
Company's By-Laws, the Board as a whole appoints the members of each committee
each year at its first meeting following the annual shareholders' meeting. The
Board may, at any time, appoint or remove committee members or change the
authority or responsibility delegated to any committee. There are four regularly
constituted committees of the Board of Directors: the Executive Committee,
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the Audit Committee, the Compensation Committee, and the Pension and Retirement
Committee. The Company does not have a nominating committee or any regularly
constituted committee performing the functions of such a committee.
The Executive Committee is empowered to exercise the authority of the
Board of Directors in the management of the Company between meetings of the
Board of Directors, except that the Executive Committee may not fill vacancies
on the Board, amend the Company's By-Laws or exercise certain other powers
reserved to the Board or delegated to other Board committees. During 1997, the
Executive Committee held four meetings.
The Audit Committee recommends to the Board of Directors the firm of
independent public accountants to audit the Company's financial statements for
each fiscal year; reviews with the independent auditors the general scope of
this service; reviews the nature and extent of the non-audit services to be
performed by the independent auditors; and consults with management on the
activities of the Company's independent auditors and the Company's system of
internal accounting controls. During 1997, the Audit Committee held two
meetings.
The Compensation Committee makes recommendations to the Board of Directors
with respect to the compensation to be paid and benefits to be provided to
directors, officers and employees of the Company. During 1997, the Compensation
Committee held seven meetings.
The Pension and Retirement Committee makes recommendations to the Board of
Directors with respect to the adoption or amendment of the Company's pension and
retirement plans and reports to the Board with respect to the operation of such
plans. During 1997, the Pension and Retirement Committee held five meetings.
During 1997, each member of the Board of Directors attended more than 75%
of the aggregate number of meetings of the Board of Directors and of committees
of the Board of which he was a member, except for Messrs. Kravis, Robbins and
Roberts.
CERTAIN INTERESTS
LEGAL FEES. Mr. Heath is a senior partner of the law firm of Hodgson,
Russ, Andrews, Woods & Goodyear. Such firm is counsel to the Company on certain
matters.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
In December 1997, the Board of Directors named Frank J. Hansen, formerly
Senior Vice-President - Operations and Chief Operating Officer, to the position
of President and Chief Operating Officer effective January 1, 1998. Mr. Boyce,
who previously served as Chairman, President and Chief Executive Officer,
continues as Chairman and Chief Executive Officer. Also, at that time, Mr. David
T. Windmuller, who most recently served as President of Fluid Management, Inc.,
was named Vice President - Operations effective January 1, 1998. In June 1997,
Mr. Rodney L. Usher was named Vice President - Group Executive. Mr. Usher serves
as President of Pulsafeeder, Inc., and in addition, has responsibilities for the
Warren Rupp and Corken business units. In May 1997, Mr. James R. Fluharty was
named Vice President - Corporate Marketing and Mr. Dennis L. Metcalf was named
Vice President - Corporate Development. Previously, Mr. Fluharty was President
of Micropump, Inc. and Mr. Metcalf was Corporate Director of Business
Development.
DIRECTOR COMPENSATION
Non-management directors of the Company receive an annual fee for their
services of $30,000. Under the Amended and Restated IDEX Corporation Directors
Deferred Compensation Plan, directors are permitted to defer their compensation
into an Interest-Bearing Account or into a Deferred Compensation Units Account
as of the date that such compensation would otherwise be payable. The deferred
compensation credited to the Interest-Bearing Account is adjusted on a quarterly
basis with hypothetical earnings for the quarter equal to rates on U.S.
government securities with 10 year maturities plus 200 basis points as of
December 1 of the calendar year preceding the quarter for which the earnings
were credited, compounded at least annually.
Deferred compensation credited to the Deferred Compensation Units Account
is converted into a number of deferred compensation units as of the deferral
date by dividing the deferred compensation by the fair market value of the
Company's Common Stock. In addition, the value of dividends payable on shares of
Common Stock will be credited to the Deferred Compensation Units Account and
converted into deferred compensation units based on the number of deferred
compensation units on the dividend record date and the fair market value of
Common Stock on the dividend payment date.
Under the IDEX Corporation Stock Option Plan for Outside Directors (the
"Plan") non-qualified stock options ("Options") are granted to directors of the
Company who are not (i) full-time employees of the Company or its subsidiaries
or (ii) partners or full-time employees of either KKR or KKR Associates (any
such director being an "Outside Director") to purchase, in the aggregate, up to
337,500 shares of Common Stock. If any option expires or is canceled without
having been fully exercised, the shares covered thereby may be subject to the
grant of new Options.
In the year ended December 31, 1997, each of Messrs. Heath, Luers and
Springer received an Option to purchase 4,500 shares of Common Stock. In
addition, on January 1, 1998, Messrs. Heath, Luers and Springer each received an
option to purchase 4,500 shares of Common Stock and, on each January 1
hereafter, for so long as they continue to serve as directors of the Company and
the Plan remains effective, will receive additional options for 4,500 shares of
Common Stock. For so long as the Plan remains effective, any person who becomes
an Outside Director will receive an Option to purchase 6,750 shares of Common
Stock upon his or her appointment as director and will receive an additional
Option for 4,500 shares of Common Stock on each January 1 thereafter for so long
as they continue to serve as directors of the Company and the Plan remains
effective. The per share purchase price is specified in each Option and is equal
to the fair market value of a share of Common Stock on the date the Option is
granted, as determined under the Plan. The per share purchase price under the
Options,
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granted to Messrs. Heath, Luers and Springer on January 1, 1997, and January 1,
1998, was $26.03 and $34.10, respectively. The per share closing market price of
the Common Stock on January 1, 1997, and on January 1, 1998, was $26.56 and
$34.87, respectively. The Option price is based on the average closing price per
share of Common Stock on the New York Stock Exchange during the 30-day period
immediately proceeding the date the Option was granted. Upon exercise of any
option, the purchase price of Common Stock must be paid in full in cash or
shares of Common Stock as provided in the Plan.
No Option may be granted during any period of suspension of the Plan and,
in no event, may any Option be granted under the Plan after February 26, 2000.
SUMMARY COMPENSATION TABLE
The total compensation paid to the Company's five highest paid executive
officers for services rendered to the Company in 1997, 1996 and 1995 is
summarized as follows:
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
------------------------------ -----------------------------------
SHARES
OTHER RESTRICTED UNDERLYING LONG-TERM
ANNUAL STOCK OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMP.(2) AWARDS GRANTED PAYOUTS COMPENSATION(3)
--------------------------- ---- ------ ----- -------- ---------- ---------- --------- ---------------
Donald N. Boyce................... 1997 $445,000 $445,000 $0 $0 42,000 $0 $3,450
Chairman of the Board 1996 420,000 404,000 0 0 41,850 0 3,450
and Chief Executive Officer 1995 400,000 480,000 0 0 41,850 0 3,372
Frank J. Hansen................... 1997 210,800 176,500 0 0 30,000 0 3,450
President 1996 200,000 160,800 0 0 20,588 0 3,450
and Chief Operating Officer 1995 191,000 192,000 0 0 20,588 0 3,372
Wayne P. Sayatovic................ 1997 198,500 161,300 0 0 24,000 0 3,450
Senior Vice President-Finance, 1996 189,000 147,500 0 0 16,875 0 3,450
Chief Financial Officer and
Secretary 1995 180,000 167,400 0 0 16,875 0 3,372
Wade H. Roberts, Jr............... 1997 184,000 124,100 0 0 17,000 0 3,450
Vice President-Group Executive 1996 175,500 112,900 0 0 14,400 0 3,450
and President, Hale 1995 168,000 151,600 0 0 14,400 0 3,372
Rodney L. Usher................... 1997 168,250 127,900 0 0 15,000 0 3,450
Vice President-Group Executive
and President, Pulsafeeder
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(1) Includes amounts earned in fiscal year, whether or not deferred.
(2) The value of perquisites provided to these individuals did not exceed the
lesser of $50,000 or 10% of base salary plus bonus.
(3) Company matching contributions to Savings Plan individual accounts.
(4) Mr. Usher was appointed an executive officer of the Company in 1997.
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OPTION GRANTS IN 1997
The following tables set forth certain information with respect to options
granted to the Company's five highest paid executive officers in 1997.
INDIVIDUAL GRANTS
--------------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SHARES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED APPRECIATION FOR OPTION
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION -------------------------
NAME GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
---- ---------- -------------- -------- ---------- -- ---
Donald N. Boyce............... 42,000 8.4% $24.50 03/25/07 $648,496 $1,646,258
Frank J. Hansen............... 30,000 6.0 24.50 03/25/07 463,211 1,175,898
Wayne P. Sayatovic............ 24,000 4.8 24.50 03/25/07 370,569 940,719
Wade H. Roberts, Jr........... 17,000 3.4 24.50 03/25/07 262,486 666,342
Rodney L. Usher............... 10,200 2.0 24.50 03/25/07 157,492 399,805
4,800 1.0 29.12 05/30/07 88,140 223,875
OPTION EXERCISES AND YEAR-END VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED,
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(1)
ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Donald N. Boyce........... 210,751 $5,554,285 130,680 143,070 $2,525,401 $1,939,005
Frank J. Hansen........... 0 0 63,023 60,060 1,241,981 850,772
Wayne P. Sayatovic........ 71,395 1,881,605 53,325 63,175 1,029,208 862,418
Wade H. Roberts, Jr....... 0 0 66,510 51,740 1,512,117 690,629
Rodney L. Usher........... 16,060 409,058 15,120 26,880 295,787 307,346
- - ---------------
(1) Calculated using closing stock price on December 31, 1997 of $34.875.
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") of the Board of Directors of
IDEX Corporation reviews and approves base salary, annual management incentive
compensation, and long-term incentive awards for all corporate officers and
business unit presidents, with the objective of attracting and retaining
individuals of the necessary quality and stature to operate the business.
The Committee considers individual contributions, performance against
strategic goals and directions, and industry-wide pay practices in determining
the levels of base compensation for key executives. In addition, key executives
participate in the annual Management Incentive Compensation Plan, described
below, and they receive awards under the Company's long-term incentive plan
which takes the form of a stock option plan tied directly to the market value of
the Company's stock.
The Management Incentive Compensation Plan, in which key executives
participate, provides for payment of annual bonuses based upon performance of
the business units of the Company. Individual target bonus percentages are based
on base salaries and levels of responsibility. Actual awards are set as a
percentage of
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target based upon meeting certain quantitative performance criteria set each
year in connection with the annual business planning process and rankings
assigned to certain qualitative criteria measuring performance against long-term
objectives. The quantitative and qualitative components of the plan each receive
a 50% weighting in determining the total bonus. Actual payouts under the plan
since IDEX was formed in 1988 have ranged from 60% of target to 170% of target.
The Committee believes that this plan is properly leveraged relative to
performance of the Company and its business units, and that the Company's
performance has been excellent relative to its peer group. This performance
differential is seen in the Company's operating profit margins, cash flow
generation capabilities, disciplined acquisition program, and stock market
performance, among other factors.
The Committee believes that both the annual bonus plan and the long-term
incentive plan align the interests of management with the shareholders and focus
the attention of management on the long-term success of the Company. A
significant portion of the executives' compensation is at risk, based on the
financial performance of the Company and the value of the Company's stock in the
marketplace.
Compensation of the Company's Chief Executive Officer, Donald N. Boyce, is
set annually by the Compensation Committee based on Company performance, his
performance, and prevailing market conditions, and is then approved by the Board
of Directors. Mr. Boyce has a large personal stake in the Company through the
ownership by himself, his wife, certain family trusts, and a family foundation
of 618,839 shares of Common Stock of the Company. He also has options to acquire
an additional 273,750 shares of Common Stock. With this sizeable ownership
position, a very large percentage of Mr. Boyce's personal net worth is tied
directly to IDEX's performance.
Annual bonuses paid to Mr. Boyce are based on IDEX's performance and are
made under the same Management Incentive Compensation Plan used for all other
Company executives. Mr. Boyce's target level of bonus has been set at 80% of his
base pay, and his actual bonus as a percent of target is generally set at the
average percentage of target paid to the other plan participants at the various
business units. For the year 1997, Mr. Boyce and the other senior executives at
the corporate level received bonuses ranging from 109% to 131% of the target
amount, which in Mr. Boyce's case was 125% of the target amount or 100% of his
base pay. His actual bonuses are comparable to those earned by his peers for
comparable performance.
Section 162 (m) of the Internal Revenue Code limits to $1 million in a
taxable year the deduction publicly held companies may claim for compensation
paid to executive officers, unless certain requirements are met. The Committee
has reviewed this provision and has concluded that the Company was not impacted
by Section 162(m) in 1997. Accordingly, no changes to any of the compensation
plans are contemplated at this time.
William H. Luers, Chairman
Neil A. Springer
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COMMON STOCK PERFORMANCE
The following table compares total shareholder returns over the last five
fiscal years to the Standard & Poor's (the "S&P") 500 Index and the S&P
Manufacturing-Diversified Industrials Index assuming the value of the investment
in IDEX Common Stock and each index was $100 on December 31, 1992. Total return
values for IDEX Common Stock, the S&P 500 and S&P Manufacturing-Diversified
Industrials were calculated on cumulative total return values assuming
reinvestment of dividends. The five year total return for IDEX Common Stock
exceeded the S&P 500 and the S&P Manufacturing-Diversified Industrials by 38%
and 20%, respectively. The shareholder return shown on the graph below is not
necessarily indicative of future performance.
TOTAL SHAREHOLDER RETURNS -- DIVIDENDS REINVESTED
[PERFORMANCE GRAPH]
MEASUREMENT PERIOD MANU-DIVERSIFIED
(FISCAL YEAR COVERED) IDEX CORP INDUSTRIALS S&P 500 INDEX
12/92 100.00 100.00 100.00
12/93 150.52 121.40 110.08
12/94 177.89 125.66 111.53
12/95 261.52 176.95 153.45
12/96 260.50 243.88 188.68
12/97 347.38 290.40 251.63
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Boyce,
Hansen and Sayatovic.
Mr. Boyce is currently serving as Chairman of the Board and Chief
Executive Officer of IDEX under an employment agreement, as amended, with IDEX
which became effective upon the termination of his employment with Houdaille on
August 31, 1988. Such agreement provided for an initial term which ended January
22, 1993 plus successive twelve-month periods thereafter. His annual base salary
in 1998 is $470,000 subject to annual review and adjustment. If Mr. Boyce
becomes disabled or dies during the period of his full time employment, he, his
wife, if she survives him, or if she does not survive him, his estate, will
receive his base salary as then in effect for a period of eighteen months
commencing on the first day of the month immediately following the date of his
disability or death and a full year's bonus at no less than his target amount.
In addition, if Mr. Boyce becomes disabled and ceases to be employed by IDEX he
shall be entitled to receive an eighteen-
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month continuance of fringe benefits. If Mr. Boyce's employment is terminated or
he resigns, he will receive continuing salary payments and fringe benefits for a
period of twenty-four months. Such payments, which are in addition to any other
death benefits, will continue to be paid to Mr. Boyce's wife, if she survives,
or his estate, if he dies before the payments are complete. In addition, at such
time as Mr. Boyce ceases to be employed by IDEX, he will receive a lump sum
payment of $240,000.
The employment agreements with Messrs. Hansen and Sayatovic became
effective August 1, 1994 and March 1, 1988, respectively. Each provides for an
initial three-year term (during which the Company could terminate the agreement)
plus successive twelve-month periods thereafter. The agreements were amended and
restated on November 22, 1996 and Mr. Hansen's agreement was further amended
effective January 1, 1998 because of his new responsibilities as President. The
annual base salaries for 1998, subject to annual review and adjustment, are
$310,000 for Mr. Hansen and $209,000 for Mr. Sayatovic. If Mr. Hansen's
employment is terminated by the Company or if he resigns, following a change in
control or diminution of responsibilities, or if Mr. Sayatovic's employment is
terminated by the Company, the executive will be entitled to continuing salary
payments and fringe benefits for twenty-four months. Such payments will continue
to the executive's wife, if she survives, or his estate, if he dies before the
payments are complete. Mr. Hansen's agreement provides that if he becomes
disabled or dies during the period of his full-time employment, he, his wife if
she survives him, or if she does not survive him, his estate, will receive his
base salary as then in effect, for a period of nine months, commencing on the
first day of the month immediately following the date of his disability or death
and a full-year's bonus at no less than his target amount. Mr. Sayatovic's
agreement provides that in the event that he dies during his full-time
employment, his wife, if she survives him, or if she does not, his estate, will
be entitled to a death benefit equal to his base salary for a continuing period
of nine months.
When Mr. Boyce ceases to be employed by IDEX he will be entitled to
receive a supplemental retirement benefit for three years (subject to an annual
cost of living adjustment) equal to 40% of his maximum annual base salary in
effect at any time during the term of his employment agreement, such payments to
commence after all other salary continuation payments have been paid and to be
reduced by the amount of the lump sum benefit described above. He will also be
entitled to receive a supplement retirement benefit equal to 20% of his maximum
annual base salary for the remainder of his life (subject to an annual cost of
living adjustment) commencing upon completion of payment of the 40% benefit. The
supplemental retirement benefit referred to in the two preceding sentences may,
under certain circumstance on Mr. Boyce's death, be paid to his spouse in the
form of an actuarially equivalent joint and 50% surviving spouse annuity.
Should Mr. Hansen remain employed by the Company until at least, December
31, 2002, when he ceases to be employed by IDEX, he will be entitled to receive
a supplemental retirement benefit for three-years (subject to an annual cost of
living adjustment) equal to 40% of his maximum annual base salary in effect at
any time during the term of his employment agreement, such payments to commence
after all other salary continuation payments have been paid. He will also be
entitled to receive a supplement retirement benefit equal to 20% of his maximum
annual base salary for the remainder of his life (subject to an annual cost of
living adjustment) commencing upon completion of payment of the 40% benefit. The
supplemental retirement benefit referred to in the two preceding sentences may,
under certain circumstances on Mr. Hansen's death, be paid to his spouse in the
form of an actuarially equivalent joint and 50% surviving spouse annuity. Mr.
Hansen may be entitled to actuarially reduced supplemental retirement payments
if he remains employed with IDEX until at least December 31, 2001.
The agreements for Messrs. Boyce and Hansen provide for reimbursement of
all medical, hospitalization, dental and similar benefits and expenses for
themselves and their wives and dependents continuing for the longer
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of their lives or for their wives' lives. The employment agreement with Mr.
Sayatovic provides for reimbursement of all medical, hospitalization, dental and
similar benefits and expenses for him, his wife and dependents during the term
of his employment with IDEX and for the longer of his life or his wife's life,
if he remains employed by IDEX until his 55th birthday, if he dies, or if he
becomes disabled while employed by IDEX, or he ceases to be employed at any time
following an acquisition of IDEX as defined in the employment agreement.
Reimbursements for medical expenses for Messrs. Hansen and Sayatovic will be
reduced, until they attain age 59, to the extent reimbursement is available from
other programs sponsored by subsequent employers, if any. Also, should Mr.
Sayatovic terminate his employment prior to age 55 following an acquisition of
IDEX, reimbursements for medical expenses will be reduced until age 55 to the
extent reimbursement is available from subsequent employers.
Bonuses provided for in the employment agreements will be calculated by
the Board of Directors. However, Messrs. Boyce's and Hansen's target bonus must
equal at least 80% and 75%, respectively, of their base salary as of the end of
the fiscal period for which the bonus is calculated. Mr. Sayatovic will receive
a bonus of not less than his target amount for the entire year in the event his
employment is terminated by the Company or by death or disability. Messrs. Boyce
and Hansen will receive a bonus of not less than their target amount for the
entire year during which their employment with IDEX ceases.
Each employment agreement also provides for payment of the 20% golden
parachute excise tax, increased for taxes due on the payment, in the event that
the Internal Revenue Service determines any such taxes to be payable due to a
change in control. Also, pursuant to the agreements, each executive will be
entitled to receive a guarantee of his pension benefits under the IDEX
Corporation Retirement Plan described below under "Pension and Retirement
Plans," without regard to the limitations on the maximum benefits that may be
paid under that plan under certain provisions of the Internal Revenue Code of
1986, as amended.
PENSION AND RETIREMENT PLANS
Most salaried employees of IDEX, including the executive officers and
certain hourly employees, are covered under the IDEX Corporation Retirement Plan
(the "IDEX Plan"). IDEX and the other sponsoring subsidiaries are required to
make an annual contribution to the IDEX Plan in such amounts as are actuarially
required to fund the benefits of the participants. The IDEX Plan is an ongoing
"career average" plan that provides a level of benefit times a participant's
compensation for a year, historically with periodic updates to average
compensation over a fixed five-year period. Under the IDEX Plan, participants
are entitled to receive an annual benefit on retirement equal to the sum of the
benefit earned through 1995 using the five-year average compensation of a
participant through 1995 plus the benefit earned under the current formula for
each year of employment after 1995. For each year of participation prior to
1996, a participant earns a benefit equal to 1.25% of the first $16,800 of such
average compensation through 1995 and 1.65% of such compensation in excess of
$16,800. Beginning with January 1, 1996, the benefit earned equals the sum of
1.6% of the first $16,800 of each year's total compensation plus 2.0% for such
compensation in excess of $16,800 for each full year of credited service. As
required by law, compensation counted for purposes of determining this benefit
is limited. For all participants in the IDEX Plan, the normal form of retirement
benefit is payable in the form of a life annuity with five years of payments
guaranteed. Other optional forms of benefits are available.
As of December 31, 1997, the total accrued monthly benefit under the IDEX
Plan for Messrs. Boyce, Hansen, Sayatovic, Roberts and Usher was $2,943, $4,637,
$3,416, $1,887 and $1,160, respectively. Assuming projected earnings in 1998 of
$915,000, $486,500, $370,300, $314,100, and $310,900 for Messrs. Boyce, Hansen,
Sayatovic, Roberts and Usher, respectively, and that such earnings remain level
until each person reaches age 65,
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the projected monthly benefit for Messrs. Boyce, Hansen, Sayatovic, Roberts and
Usher under this Plan would be $4,357, $6,908, $6,853, $5,477, and $4,467,
respectively, upon retirement at age 65.
Pursuant to the Company's Supplemental Executive Retirement Plan (the
"SERP"), employees of the Company are entitled to retirement benefits to
compensate for any reduction in benefits under the IDEX Plan arising from the
maximum benefit limitations under Sections 401 and 415 of the Internal Revenue
Code of 1986, as amended. Based on the above assumptions, the projected monthly
benefit at age 65 for Messrs. Boyce, Hansen, Sayatovic, Roberts and Usher under
the Company's SERP would be $33,842, $8,170, $10,441, $4,475 and $4,498,
respectively.
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PRINCIPAL SHAREHOLDERS
The following table furnishes information, as of December 31, 1997, with
respect to the shares of Common Stock beneficially owned by (i) all directors,
(ii) the officers named in the Summary Compensation Table, (iii) all directors
and officers of IDEX as a group, and (iv) any person owning beneficially more
than five percent of the outstanding shares of Common Stock of the Company.
Except as indicated by the notes to the following table the holders listed below
have sole voting power and investment power over the shares beneficially held by
them. An * indicates ownership of less than 1 percent of the outstanding Common
Stock.
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENT OF CLASS
------------------- ------------ ----------------
KKR Associates(1) 8,753,593 29.4
9 West 57th Street
New York, NY 10018
Henry R. Kravis
Paul E. Raether
George R. Roberts
Clifton S. Robbins
Michael T. Tokarz
Mario J. Gabelli(2) 2,687,847 9.0
GAMCO Investors, Inc.
Gabelli & Company, Inc.
655 Third Avenue
New York, NY 10017
Fidelity Investments(3) 2,945,725 9.9
82 Devonshire Street
Boston, MA 02109
Donald N. Boyce(4) 749,519 2.5
Richard E. Heath(5)(6) 35,460 *
William H. Luers(6) 29,700 *
Clifton S. Robbins(1) 33,750 *
Neil A. Springer(6) 29,250 *
Michael T. Tokarz(1) 45,000 *
Frank J. Hansen(7) 80,928 *
Wade H. Roberts, Jr.(8) 67,120 *
Wayne P. Sayatovic(9) 366,714 1.2
Rodney L. Usher(8) 32,034 *
All directors and officers as a 1,758,439 5.9
group (19 persons excluding shares
owned by KKR Associates)(1)(10)
- - ---------------
(1) Shares of Common Stock shown as owned by KKR Associates are owned of record
by two partnerships, of which KKR Associates is the sole general partner
and as to which it possesses sole voting and investment
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power. KKR Associates is a limited partnership of which Messrs. Kravis,
Roberts, Raether, Robbins and Tokarz (each of whom is a director of the
Company) and Messrs. Edward Gilhuly, Perry Golkin, Robert I. MacDonnell,
Michael W. Michelson and James H. Greene, Jr. are general partners. Such
persons may be deemed to share beneficial ownership of the shares shown as
beneficially owned by KKR Associates. All of the foregoing persons
disclaim beneficial ownership of any shares of the Company, listed above
as beneficially owned by KKR Associates.
(2) IDEX has received a Schedule 13D and amendments thereto filed by Mario J.
Gabelli, GAMCO Investors, Inc. ("GAMCO") and Gabelli Fund, Inc. ("Gabelli
Fund"), with respect to Common Stock owned by GAMCO, Gabelli Fund and
certain other entities which Mr. Gabelli directly or indirectly controls
and for which he acts as chief investment officer. IDEX has not attempted
to independently verify any of the foregoing information, which is based
solely upon the information contained in the Schedule 13D.
(3) IDEX has received a Schedule 13G and amendments thereto from Fidelity
Investments with respect to Common Stock owned by certain portfolios for
which Fidelity Investments is an investment advisor on a discretionary
basis. IDEX has not attempted to verify any of the foregoing information,
which is based solely upon the information contained in the Schedule 13G.
(4) Includes 355,500 shares owned by Mr. Boyce's wife as to which Mrs. Boyce
has sole investment power and as to which Mr. Boyce has sole voting power
over 351,000 of such shares; 45,000 shares held in separate trusts as to
which Mrs. Boyce is the trustee for the benefit of Mr. and Mrs. Boyce's
children; 64,500 shares held by The Boyce Family Foundation; and 130,680
shares which are eligible for exercise under the Officer Option Plan.
(5) Includes 4,500 shares which are owned by various family trusts as to which
Mr. Heath is a co-trustee of each trust and 900 shares which are owned by
Mr. Heath's wife.
(6) Includes for each of Messrs. Heath, Luers and Springer 29,250 shares under
option which are eligible for exercise under the IDEX Corporation Stock
Option Plan for Outside Directors.
(7) Includes 17,905 shares which are owned directly by Mr. Hansen's wife and
63,023 shares which are eligible for exercise under the Company's Stock
Option Plan for Non-Officer Key Employees and the Officer Option Plan.
(8) Includes 66,510 and 15,120 shares which are eligible for exercise under the
Company's Stock Option Plan for Non-Officer Key Employees and the Officer
Option Plan, for Messrs. Roberts and Usher, respectively.
(9) Includes 45,000 shares which are owned directly by Mr. Sayatovic's wife;
6,750 shares which are owned by Mrs. Sayatovic as custodian for their
children; and 53,325 shares which are eligible for exercise under the
Officer Option Plan.
(10) Includes 87,750 shares under option which are eligible for exercise under
the IDEX Corporation Stock Option Plan for Outside Directors, 347,378
shares under option which are eligible for exercise under the Officer
Option Plan, and 68,760 shares under option which are eligible for exercise
under the Stock Option Plan for Non-Officer Key Employees.
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RATIFICATION OF AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee,
has recommended the selection of Deloitte & Touche LLP as the Company's
independent auditors for 1998.
Representatives of Deloitte & Touche LLP will attend the Annual Meeting of
shareholders and will have the opportunity to make a statement if they desire to
do so. They will also be available to respond to appropriate questions.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
THE RATIFICATION OF DELOITTE & TOUCHE LLP as the Company's Independent Auditors
for 1998.
GENERAL INFORMATION
OUTSTANDING STOCK
An aggregate of 29,262,375 shares of the Company's Common Stock was
outstanding at the close of business on February 4, 1998. Each share entitles
its holder of record to one vote on each matter upon which votes are taken at
the Annual Meeting. No other securities are entitled to be voted at the Annual
Meeting.
REVOCABILITY OF PROXIES
Any proxy solicited hereby may be revoked by the person or persons giving
it at any time before it has been exercised at the Annual Meeting by giving
notice of revocation to the Company in writing or in open meeting.
SOLICITATION COSTS
The Company will pay the cost of preparing and mailing this Proxy
Statement and other costs of the proxy solicitation made by the Company's Board
of Directors. Certain of the Company's officers and employees may solicit the
submission of proxies authorizing the voting of shares in accordance with the
Board of Directors' recommendations, but no additional remuneration will be paid
by the Company for the solicitation of those proxies. Such solicitations may be
made by personal interview, telephone and facsimile transmission. Arrangements
have also been made with brokerage firms and others for the forwarding of proxy
solicitation materials to the beneficial owners of Common Stock, and the Company
will reimburse them for reasonable out-of-pocket expenses incurred in connection
therewith. In addition, the Company has retained Morrow & Co. to assist in proxy
solicitation and collection, for an anticipated fee of $5,000 plus out-of-pocket
expenses.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 1999 ANNUAL MEETING
A shareholder desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 1999 Annual Meeting must deliver the proposal so that it
is received by the Company no later than November 27, 1998. The Company requests
that all such proposals be addressed to Wayne P. Sayatovic, Senior Vice
President-Finance, Chief Financial Officer and Secretary, IDEX Corporation, 630
Dundee Road, Northbrook, Illinois 60062, and mailed by certified mail, return
receipt requested. In addition, the Company's By-Laws require that notice of
shareholder nominations for directors and related information be received by the
Secretary of the Company not later than 60 days before the anniversary of the
1998 Annual Meeting, which, for the 1999 Annual Meeting, will be January 24,
1999.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than 10% of the Company's
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms that they file. Based
solely on its review of the copies of such forms received by it, or written
representations from certain reporting persons that no Forms 5 were required for
such persons, the Company believes that during the year ended December 31, 1997
all filing requirements applicable to its officers, directors and greater than
10% shareholders were complied with.
REPORTS TO SHAREHOLDERS
The Company has mailed this Proxy Statement and a copy of its 1997 Annual
Report to each shareholder entitled to vote at the Annual Meeting. Included in
the 1997 Annual Report are the Company's financial statements for the year ended
December 31, 1997.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1997, INCLUDING THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED BY SHAREHOLDERS WITHOUT
CHARGE BY SENDING A WRITTEN REQUEST THEREFOR TO WAYNE P. SAYATOVIC, SENIOR VICE
PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY, IDEX CORPORATION, 630
DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062.
Northbrook, Illinois
February 10, 1998
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IDEX CORPORATION The undersigned hereby appoints Donald
630 Dundee Road N. Boyce, Clifton S. Robbins, Wayne P.
Northbrook, Illinois 60062 Sayatovic and Michael T. Tokarz and
each of them, as Proxies with full
power of substitution, and hereby
authorize(s) them to represent and to
vote, as designated below, all the
shares of common stock of IDEX
Corporation held of record by the
undersigned on February 4, 1998, at the
Annual Meeting of shareholders to be
held on March 24, 1998, or at any
adjournment thereof.
1. FOR ALL NOMINEES LISTED WITHHOLD
BELOW AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
Class III: Frank J. Hansen
Paul E. Raether
Clifton S. Robbins
Neil A. Springer
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
2. FOR approval of AGAINST ABSTAIN
Deloitte & approval of with respect to
Touche LLP Deloitte & approval of
Touche LLP Deloitte &
Touche LLP
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting
23
[Reverse Side of Proxy Card]:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED: , 1998
---------- ----------------------------
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. ----------------------------
Signature, if held jointly
