1
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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to rule 14a-11(c) or Rule 14a-12
IDEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
IDEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Excahnge Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ------------
1 Set forth the amount on which the filing fee is calculated and state how
it was determined.
2
- --------------------------------------------------------------------------------
[IDEX LOGO]
IDEX CORPORATION
NOTICE AND PROXY STATEMENT
FOR
THE ANNUAL SHAREHOLDERS' MEETING
TO BE HELD
TUESDAY, APRIL 26, 1994
YOUR VOTE IS IMPORTANT
Please mark, date and sign the enclosed proxy card and promptly return it
to the Company in the enclosed envelope.
3
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, April 26, 1994,
at Continental Bank N.A., 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 three directors for a term of
three years, (b) vote on the recommendation of the Board of Directors that
Deloitte & Touche be appointed auditors of the Company for 1994, 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 1993 and provides other information about the Company
which will be of interest.
The Board of Directors fixed the close of business on February 28, 1994,
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 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 for each of the
Company's nominees as directors, for the appointment of Deloitte & Touche as
auditors of the Company for 1994, 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
Vice President - Finance,
Chief Financial Officer and Secretary
March 4, 1994
Northbrook, Illinois
4
IDEX CORPORATION
630 DUNDEE ROAD
NORTHBROOK, ILLINOIS 60062
------------------------------------
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1994
------------------------------------
The Annual Meeting of the shareholders of IDEX Corporation (the "Company"
or "IDEX") will be held on Tuesday, April 26, 1994, at 10:00 a.m. at the
Shareholders Room of Continental Bank N.A., 231 South LaSalle Street, Chicago,
Illinois 60697. At the Annual Meeting, shareholders will (a) elect three
directors for a term of three years, (b) vote on the recommendation of the Board
of Directors that Deloitte & Touche be appointed auditors of the Company for
1994, 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 March 4, 1994.
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 28, 1994 (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 space 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 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.
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. The Board of Directors currently consists of nine
1
5
members, three of whom are Class I directors whose terms will expire at the 1996
Annual Meeting, three of whom are Class II directors whose terms will expire at
this year's Annual Meeting and three of whom are Class III directors whose terms
will expire at the 1995 Annual Meeting.
The Company's Board of Directors has nominated three persons for election
as Class II directors to serve for a three-year term expiring in 1997, upon the
election and qualification of their successors. The three nominees of the Board
of Directors are William H. Luers, George R. Roberts and Michael T. Tokarz, each
of whom is currently serving as a director of the Company.
If for any reason any of the nominees for Class II directorships 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.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE THREE NOMINEES IN CLASS II IDENTIFIED BELOW.
NOMINEES FOR DIRECTORSHIPS
CLASS II: NOMINEES FOR 3 YEAR TERM
WILLIAM H. LUERS Director since 1989
President Age 64
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 1989. 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 Transco
Energy Co., Discount Corporation of New York, The Scudder New Europe Fund, Inc.
and The Scudder Global/International Funds, Inc. Mr. Luers is a member of the
Audit Committee of the Board of Directors.
GEORGE R. ROBERTS Director since 1988
General Partner Age 50
Kohlberg Kravis Roberts & Co.
Mr. Roberts was elected director of IDEX on January 22, 1988. He has been
a general partner of Kohlberg Kravis Roberts & Co. ("KKR") since its
organization in 1976 and is a general partner of KKR Associates. Mr. Roberts is
a director of American Re Corporation, Auto Zone, Inc., Duracell International,
Inc., K-III Communications Corp., Owens-Illinois, Inc., Owens-Illinois Group,
Inc., Red Lion Properties, Inc., RJR Nabisco Holdings Corp., RJR Nabisco, Inc.,
Safeway, Inc., The Stop & Shop Companies, Inc., Flagstar Companies, Inc.,
Flagstar Corporation and Union Texas Petroleum Holdings, Inc.
2
6
MICHAEL T. TOKARZ Director since 1987
General Partner Age 44
Kohlberg Kravis Roberts & Co.
Mr. Tokarz has been a director of IDEX since its organization in
September 1987. He has been a general partner of KKR and of KKR Associates since
January 1, 1993. For more than four years prior thereto he was an executive of
KKR and a limited partner of KKR Associates. Mr. Tokarz is a director of K-III
Communications Corp., RJR Nabisco Holdings Corp., RJR Nabisco, Inc., Safeway,
Inc., Flagstar Companies, Inc. and Flagstar Corporation. Mr. Tokarz is a member
of the Compensation Committee and the Executive Committee of the Board of
Directors.
OTHER INCUMBENT DIRECTORS
CLASS I: TERM EXPIRES IN 1996
DONALD N. BOYCE Director since 1988
Chairman of the Board, President Age 55
and Chief Executive Officer
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"). Previously, he served as Chairman of the Board,
President and Chief Executive Officer of Houdaille. In total, Mr. Boyce has 24
years of experience with IDEX and Houdaille. Mr. Boyce is a director of Morgan
Products Ltd. Mr. Boyce is a member of the Executive Committee and the Pension
and Retirement Committee.
RICHARD E. HEATH Director since 1989
Senior Partner Age 63
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 1989.
HENRY R. KRAVIS Director since 1988
General Partner Age 50
Kohlberg Kravis Roberts & Co.
Mr. Kravis was elected director of IDEX on January 22, 1988. Mr. Kravis
has been a general partner of KKR since its organization in 1976 and is a
general partner of KKR Associates. Mr. Kravis is a director of American Re
Corporation, Auto Zone, Inc., Duracell International, Inc., K-III Communications
Corp., Owens-Illinois, Inc., Owens-Illinois Group, Inc., RJR Nabisco Holdings
Corp., RJR Nabisco, Inc., Safeway, Inc., The Stop & Shop Companies, Inc.,
Flagstar Companies, Inc., Flagstar Corporation and Union Texas Petroleum
Holdings, Inc. Mr. Kravis is a member of the Compensation Committee of the Board
of Directors. Mr. Kravis and Mr. Roberts are first cousins.
3
7
CLASS III: TERM EXPIRES IN 1995
PAUL E. RAETHER Director since 1988
General Partner Age 47
Kohlberg Kravis Roberts & Co.
Mr. Raether was elected director of IDEX on January 22, 1988. Mr. Raether
has been a general partner of KKR and KKR Associates since prior to 1989. Mr.
Raether is a director of Duracell International, Inc., Fred Meyer, Inc., RJR
Nabisco Holdings Corp., RJR Nabisco, Inc., The Stop & Shop Companies, Inc.,
Flagstar Companies, Inc. and Flagstar Corporation.
CLIFTON S. ROBBINS Director since 1987
Kohlberg Kravis Roberts & Co. Age 36
Mr. Robbins has been a director of IDEX since its organization in
September 1987. He has been an executive of KKR since prior to 1989 and is a
limited partner of KKR Associates. Mr. Robbins is a director of RJR Nabisco
Holdings Corp., RJR Nabisco, Inc., The Stop & Shop Companies, Inc., Flagstar
Companies, Inc. and Flagstar Corporation. Mr. Robbins is a member of the
Compensation Committee and the Executive Committee of the Board of Directors.
NEIL A. SPRINGER Director since 1990
Senior Vice-President Age 55
Slayton International, Inc.
Mr. Springer was appointed director of IDEX by the Board on February 27,
1990. His appointment was confirmed by the shareholders at the April 1990 Annual
Meeting. He has been Senior Vice President of Slayton International, Inc. since
September 1992. He was President-Central Region of Alexander Proudfoot Company
from August 1991 to August 1992. Previously, he was the President and Chief
Operating Officer of Navistar International Corp. from April 1990 through
October 1990 and from prior to 1989 to March 1990 he was the Chairman, President
and Chief Executive Officer of Navistar International Transportation Corp. (a
wholly-owned subsidiary of Navistar International Corp.). Mr. Springer is a
director of Century Companies of America, TNT Freightways Corporation and CUNA
Mutual Insurance Group. Mr. Springer is the chairman of the Audit Committee and
a member of the Compensation 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 six
meetings during 1993.
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, change the authority or responsibility delegated to any
committee. There are four regularly constituted committees of the Board of
Directors: the Executive Committee, 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.
4
8
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 1993, the
Executive Committee held six 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 1993, 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 1993, 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 1993, the Pension and Retirement Committee held seven
meetings.
During 1993, 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 and Roberts.
CERTAIN INTERESTS AND TRANSACTIONS
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.
5
9
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
In January 1993 the Company announced the appointment of three executives
to the position of Vice President-Group Executive. The three executives are
Frank J. Hansen, Wade H. Roberts, Jr. and Walter F. Ware. Mr. Hansen has
responsibility for the Viking Pump, Corken, Band-It and Signfix business units
and also serves as President of Viking Pump. Mr. Roberts has responsibility for
the Strippit and Vibratech business units and also serves as President of
Strippit. Mr. Ware has responsibility for the Pulsafeeder, Warren Rupp and
Lubriquip business units and also serves as President of Pulsafeeder.
Mr. Johns, who served as Executive Vice President -- Operations, retired
from the Company on January 31, 1994.
Non-management directors of the Company receive an annual fee for their
services of $25,000. The total compensation paid to the Company's five highest
paid executive officers for services rendered to the Company in 1993, 1992 and
1991 is summarized as follows:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) -------------------------------------
------------------------------ SHARES
OTHER RESTRICTED UNDERLYING LONG-TERM
ANNUAL STOCK OPTIONS INCENTIVE ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMP.(2) AWARDS GRANTED(3) PAYOUTS COMPENSATION(4)
- -------------------------------- ---- -------- -------- -------- ---------- ---------- ----------- ---------------
Donald N. Boyce................. 1993 $360,000 $364,300 $0 $0 37,200 $ 0 $ 2,698
Chairman of the Board, 1992 345,000 303,600 0 0 93,667 0 2,618
President 1991 345,000 305,000 0 0 0 0 2,543
and Chief Executive Officer
John A. Johns................... 1993 242,000 205,100 0 0 22,000 0 2,698
Executive Vice President- 1992 228,000 168,100 0 0 47,677 0 2,618
Operations 1991 215,000 158,500 0 0 0 0 2,543
Walter F. Ware(5)............... 1993 178,000 145,100 0 0 14,000 0 1,665
Vice President-Group Executive
and President, Pulsafeeder
Wayne P. Sayatovic.............. 1993 159,000 124,700 0 0 15,000 0 2,698
Vice President-Finance, Chief 1992 150,000 102,300 0 0 31,731 0 2,618
Financial Officer and Secretary 1991 131,000 82,200 0 0 0 0 2,543
Frank J. Hansen(5).............. 1993 150,000 117,600 0 0 14,000 0 2,698
Vice President-Group Executive
and President, Viking Pump
- ---------------
(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) Options granted to the officers listed above in 1992 were issued in exchange
for equity appreciation rights which had been granted to such officers upon
formation of the Company in January, 1988. The option exercise price was
set at the same floor price as the equity appreciation rights, and the
individuals received no incremental benefit from this exchange. Hence, the
options granted in 1992 did not represent compensation to such officers.
(4) Company matching contributions to Savings Plan individual accounts.
(5) First appointed executive officer of the Company in 1993.
6
10
OPTION GRANTS IN 1993
The following tables set forth certain information with respect to
options granted to the Company's five highest paid executive officers in 1993.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SHARES % OF TOTAL APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED TERM
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED IN FISCAL YEAR PRICE DATE 5% 10%
- ---------------------------------------- --------- --------------- -------- ---------- --------- -----------
Donald N. Boyce......................... 37,200 13.3% $27.88 4/27/03 $ 653,680 $ 1,659,997
John A. Johns........................... 22,000 7.9% 27.88 4/27/03 386,585 981,719
Walter F. Ware.......................... 14,000 5.0% 27.88 4/27/03 246,009 624,730
Wayne P. Sayatovic...................... 15,000 5.4% 27.88 4/27/03 263,581 669,354
Frank J. Hansen......................... 14,000 5.0% 27.88 4/27/03 246,009 624,730
OPTION EXERCISES AND YEAR-END VALUES
NUMBER OF SHARES VALUE OF UNEXERCISED,
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR-END YEAR-END(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------- ----------- ---------- ----------- ------------- ----------- -------------
Donald N. Boyce.................. 0 $ 0 93,667 37,200 $3,335,482 $ 292,764
John A. Johns.................... 47,677 1,557,608 22,000 0 173,140 0
Walter F. Ware................... 0 0 0 14,000 0 110,180
Wayne P. Sayatovic............... 0 0 31,731 15,000 1,129,941 118,050
Frank J. Hansen.................. 0 0 1,435 16,500 51,100 163,355
- ---------------
(1) Calculated using closing stock price on December 31, 1993 of $35.75.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The four-member Compensation Committee is comprised entirely of
non-employee directors: Henry R. Kravis, Clifton S. Robbins, Neil A. Springer
and Michael T. Tokarz. Messrs. Kravis and Tokarz are general partners and Mr.
Robbins is an executive of KKR, which provides management, consulting and
financial services to IDEX and its subsidiaries. The fees paid to KKR for such
services rendered in 1993 totaled $300,000. Such services include, but are not
necessarily limited to, advice and assistance concerning any and all aspects of
the operation, planning and financing of IDEX and its subsidiaries, as needed
from time to time.
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
7
11
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 "Officer Option Plan").
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 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 71.5% of target to
150% 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, and certain family trusts of 228,294 shares of
Common Stock of the Company, and options to acquire an additional 130,867 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.
Studies by an independent consultant show his salary to be in line with salaries
of his peers.
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 1993, Mr. Boyce and the other senior executives at
the corporate level received bonuses of 126.5% of the target amount, which in
Mr. Boyce's case was 101% 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 is not impacted
by Section 162(m) because compensation paid to any executive officer does not
exceed $1 million. Accordingly, no changes to any of the compensation plans are
contemplated at this time.
Henry R. Kravis
Clifton S. Robbins
Neil A. Springer
Michael T. Tokarz
8
12
COMMON STOCK PERFORMANCE
The following table compares total shareholder returns over the last four
and one-half fiscal years to the Standard & Poor 500 Index ("S&P 500") and the
Standard & Poor Manufacturing-Diversified Industrials Index("S&P
Manu-Diversified Indls). Total return values for the S&P 500 and S&P
Manu-Diversified Indls were calculated on cumulative total return values
assuming reinvestment of dividends. The four and one-half year total return for
IDEX Common Stock exceeded the S&P 500 and S&P Manu-Diversified Indls by 48% and
52%, respectively. Common Stock of IDEX became publicly traded with a New York
Stock Exchange listing on June 2, 1989, therefore, full five-year data is
unavailable. The stockholder return shown on the graph below is not necessarily
indicative of future performance.
TOTAL RETURN TO SHAREHOLDERS
MEASUREMENT PERIOD MANU-DIVER-
(FISCAL YEAR COVERED) IDEX CORP SIFIED INDLS S&P 500
6/2/89 100.00 100.00 100.00
12/31/89 116.38 101.64 111.32
12/31/90 73.28 100.75 107.86
12/31/91 115.52 123.50 140.73
12/31/92 163.79 133.87 151.45
12/31/93 246.55 162.51 166.71
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Boyce,
Johns and Sayatovic as described below.
Mr. Boyce is currently serving as Chairman of the Board, President 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 is $375,000 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
9
13
the date of his disability or death, a full year's bonus and accrued vacation
pay. In addition, if Mr. Boyce becomes disabled and ceases to be employed by
IDEX he shall be entitled to receive an eighteen 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. In addition, at such time as Mr. Boyce ceases to be employed by IDEX, he
will receive a lump sum payment of $20,000 for each twelve month period or
portion thereof that he has been employed by IDEX up to a maximum of $240,000.
The employment agreement, as amended, of Mr. Sayatovic provided for an
initial term which ended March 1, 1991 plus successive twelve-month periods
thereafter. His annual base salary, subject to annual review and adjustment, is
$166,000. In the event of termination by the Company, Mr. Sayatovic will be
entitled to continuing salary payments and fringe benefits for twenty-four
months. In addition, his agreement provides that in the event the executive dies
during his full-time employment, his wife, if she survives him, or if she does
not, his estate, shall 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
will commence after all other salary continuation payments have been paid and
will 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 preceding
sentence may, under certain circumstance on his death, be paid to his spouse in
the form of an actuarially equivalent joint and 50% surviving spouse annuity. If
payments under either or both of the supplemental retirement provisions commence
prior to Mr. Boyce attaining age 59, the payments are to be actuarially adjusted
such that the present value of such payments at that time is equivalent to the
present value of such payments as if such payments commenced at age 59.
In accordance with Mr. Johns' employment agreement he is entitled to
receive a supplemental retirement benefit, which commenced on his retirement
date. This benefit will continue for three years (subject to an annual cost of
living adjustment) and is equal to 40% of his maximum annual base salary in
effect at any time during the term of his employment agreement. He is also
entitled to receive a supplemental 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 on the completion of payment of the 40%
benefit.
The agreements between Mr. Boyce and Mr. Johns with IDEX provide for
reimbursement of all medical, dental, hospitalization and similar benefits and
expenses for himself and his wife and dependents continuing for the longer of
his life or his wife's life. Reimbursement for Mr. Johns' medical expenses will
be reduced to the extent reimbursement is available from other programs
sponsored by subsequent employers, if any. Mr. Boyce's reimbursements would also
be reduced to the extent reimbursement would be available from other programs
sponsored by subsequent employers should he terminate or resign before his 59th
birthday. The employment agreement with Mr. Sayatovic provides for reimbursement
of all medical, dental, hospitalization 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 59th birthday or if he becomes disabled while employed by IDEX.
Bonuses provided for in the employment agreements will be calculated by
the Board of Directors. However, Mr. Boyce's target bonus (but not his actual
bonus) must equal at least 80% of his base salary as of the end of the fiscal
period for which the bonus is calculated. Mr. Sayatovic will receive a bonus for
the entire year in
10
14
the event his employment is terminated by the Company or by death or disability.
Mr. Boyce will receive a bonus for the entire year during which his employment
with IDEX ceases.
The employment agreements for Messrs. Boyce, Johns and Sayatovic also
provide 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.
Pursuant to the employment agreements, Messrs. Boyce, Johns and Sayatovic
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.
INDEMNIFICATION AGREEMENTS
IDEX has entered into contracts with each of its officers and directors
requiring IDEX to indemnify such persons and to advance litigation expenses to
such persons to the fullest extent permitted by applicable law. Delaware law
presently permits a Delaware corporation (i) to indemnify any officer or
director in any third-party or governmental actions against them for expenses,
judgments, fines and amounts paid in settlement and, in derivative actions, for
expenses, if the indemnitee acted in good faith and in a manner he believed to
be in or not opposed to the best interest of such corporation, and (ii) to
advance expenses in any action, provided that such officer or director agrees to
reimburse the corporation if it is ultimately determined that he was not
entitled to indemnification. The contracts also require IDEX to (i) indemnify
such officers and directors upon receipt of an opinion of counsel in certain
cases, (ii) pay indemnity demands pending a determination of entitlement
thereto, and (iii) demonstrate, in any action brought thereunder, that such
officer or director was not entitled to indemnification under applicable law.
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 a "career
average" plan that provides a level of benefit times a participant's
compensation for a year. Historically, plans of this type are brought up-to-date
with inflation through an adjustment that provides for a benefit based on
compensation for a specified period. The IDEX Plan was updated in 1993 by
providing for a benefit through December 31, 1992 based on the five year average
compensation of participants through 1992 ("Average Annual Compensation through
1992"). Under the IDEX Plan, participants are entitled to receive an annual
benefit on retirement equal to the sum of the benefit earned through 1992 using
the Average Annual Compensation through 1992 plus the benefit earned under the
current formula for each year of employment after 1992. For each year of
participation prior to 1993, a participant earns a benefit equal to 1.25% of the
first $16,800 of the Average Annual Compensation through 1992 and 1.65% of such
Compensation in excess of $16,800. Beginning with January 1, 1993, 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 service credited after 1992 under the IDEX Plan. As required by law,
compensation counted for purposes of determining this benefit is limited to
$235,840 through 1993, and $150,000 per year beginning in 1994. 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.
11
15
Employees of IDEX who were employed by Houdaille receive credit under the
IDEX Plan for years of service with Houdaille. However, because of a provision
in the IDEX Plan prohibiting accrual of benefits under that plan at the same
time as an employee accrued benefits under the Houdaille plan, the IDEX
employees did not begin to accrue benefits under the IDEX Plan until they began
employment with IDEX. As of December 31, 1993, the total accrued monthly benefit
under the IDEX Plan for Messrs. Boyce, Johns, Ware, Sayatovic and Hansen was
$1,950, $2,126, $291, $2,422 and $3,645, respectively. Assuming projected
earnings in 1994 of $739,300, $337,100, $290,700, and $274,600 for Messrs.
Boyce, Ware, Sayatovic and Hansen, respectively, and that such earnings remain
level until each person reaches age 65, the projected monthly benefit for
Messrs. Boyce, Ware, Sayatovic and Hansen under this Plan would be $4,251,
$3,639, $6,617, and $6,749, respectively, upon retirement at age 65. At
retirement on January 31, 1994, Mr. Johns' monthly benefit under the Plan,
reduced for early retirement, was $1,554.
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, Ware, Sayatovic and Hansen under the
Company's SERP would be $18,276, $4,272, $4,068, and $2,637, respectively. At
retirement, Mr. Johns' monthly benefit under the SERP, reduced for early
retirement, was $3,745.
IDEX CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
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
150,000 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, 1993, each of Messrs.
Heath, Luers and Springer received an Option to purchase 2,000 shares of Common
Stock. In addition, on January 1, 1994, Messrs. Heath, Luers and Springer each
received an Option to purchase 2,000 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 2,000 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 3,000 shares of
Common Stock upon his or her appointment as director and will receive an
additional Option for 2,000 shares of Common Stock on each January 1 thereafter.
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
granted to Messrs. Heath, Luers and Springer on January 1, 1993 and January 1,
1994 was $22.54 and $34.85, respectively. The per share market price of the
Common Stock on January 1, 1993 and on January 1, 1994 was $23.75 and $35.75,
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 preceding the date the Option is 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.
Each Option generally will become exercisable upon the first to occur of
the following events: (i) the second anniversary of the date of the Option
grant; (ii) the optionee's becoming disabled (within the meaning of Section
22(e)(3) of the Internal Revenue Code); (iii) the time at which an optionee
ceases to be a director because of his death or his retirement after attaining
the age of sixty; or (iv) the occurrence of a Change in Control Event as defined
in the Plan. Except as provided in clause (iii) above, no portion of an Option
that is
12
16
unexercisable on the date an optionee ceases to be a director (for any reason)
shall thereafter become exercisable.
No Option may be exercised by anyone after the first to occur of the
following events: (i) ten years from the date the Option was granted; (ii) one
year from the date the optionee ceases to be a director for any reason, provided
that, if the optionee dies or becomes disabled during such one-year period, the
Option may be exercised for up to one year following the earlier of such
optionee's death or disability; or (iii) the effective date of any merger or
consolidation of the Company with or into another corporation, the acquisition
by another corporation or person of all or substantially all of the Company's
assets or 80% or more of the Company's then-outstanding voting stock or the
liquidation or dissolution of the Company.
The Compensation Committee, excluding any person who is not a
disinterested person as defined under Rule 16b-3 of the Securities Exchange Act
of 1934, shall have the power to interpret the Plan and the Options, to adopt
such rules for the administration, interpretation and application of the Plan as
are consistent therewith, and to interpret, amend or revoke any such rules.
Except in certain circumstances as enumerated in the Plan, the Plan may
be amended or otherwise modified, suspended or terminated at any time. None of
the amendment, suspension or termination of the Plan shall, without the consent
of the holder of any Option, alter or impair any rights or obligations under
Options theretofore granted. 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.
13
17
PRINCIPAL SHAREHOLDERS
The following table furnishes information, as of February 28, 1994, 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) 3,890,486 30.9
9 West 57th Street
New York, NY 10018
Henry R. Kravis
Paul E. Raether
George R. Roberts
Michael T. Tokarz
Mario J. Gabelli(2) 2,215,100 17.1
GAMCO Investors, Inc.
Gabelli & Company, Inc.
655 Third Avenue
New York, NY 10017
The Prudential Insurance 635,100 5.0
Company of America(3)
Prudential Plaza
Newark, NJ 07102-3777
Donald N. Boyce(4) 321,961 2.5
630 Dundee Road
Northbrook, IL 60062
Richard E. Heath(5)(6) 10,200 *
One M&T Plaza--Suite 1800
Buffalo, NY 14203
William H. Luers(6) 7,200 *
Fifth Avenue at 82nd Street
New York, NY 10028
Clifton S. Robbins(1) 15,000 *
9 West 57th Street
New York, NY 10018
Neil A. Springer(6) 7,000 *
181 West Madison Street
Suite 4510
Chicago, IL 60602
14
18
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY
BENEFICIAL OWNER OWNED PERCENT OF CLASS
- ----------------------------------- ---------------- ----------------
Michael T. Tokarz(1) 20,000 *
9 West 57th Street
New York, NY 10018
Frank J. Hansen(7) 7,958 *
630 Dundee Road
Northbrook, IL 60062
John A. Johns(7) 94,786 *
630 Dundee Road
Northbrook, IL 60062
Wayne P. Sayatovic(8) 154,730 1.2
630 Dundee Road
Northbrook, IL 60062
Walter F. Ware 800 *
630 Dundee Road
Northbrook, IL 60062
All directors and officers as a 640,256 5.0
group (12 persons excluding
Messrs. Kravis, Raether and
Roberts)(1)(9)
- ---------------
(1) Shares of Common Stock shown as owned by KKR Associates are owned of record
by the Common Stock Partnerships, of which KKR Associates is the sole
general partner and as to which it possesses sole voting and investment
power. KKR Associates is a limited partnership of which Messrs. Kravis,
Roberts, Raether and Tokarz (each of whom is a director of the Company) and
Messrs. Robert I. MacDonnell, Michael W. Michelson, Saul A. Fox 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. Mr. Robbins is a director of the Company and also a limited
partner of 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 & Company, Inc.
("Gabelli & Company"), with respect to Common Stock owned by GAMCO, Gabelli
& Company 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 filed by The Prudential Insurance Company
of America ("Prudential") with respect to stock owned by Prudential. IDEX
has not attempted to independently verify any of the foregoing information,
which is based solely upon the information contained in the Schedule 13G.
(4) Of the 321,961 shares listed above with respect to Mr. Boyce, 177,000 shares
are owned by his wife. While Mrs. Boyce has sole investment power over these
shares, Mr. Boyce has sole voting power over 175,000 of the 177,000 shares.
In addition, of such 321,961 shares, 20,000 shares are held in separate
trusts for the benefit of Mr. and Mrs. Boyce's children. Mrs. Boyce is the
trustee of each trust. Also, of such 321,961 shares, 93,667 are shares under
option which are eligible for exercise under the Officer Option Plan.
15
19
(5) Of the 10,200 shares listed above with respect to Mr. Heath, 2,600 shares
are owned by various family trusts. Mr. Heath is a co-trustee of each trust
and is the beneficial owner of such shares. In addition, of such 10,200
shares, 400 shares are owned by his wife. Mr. Heath may be deemed to be the
beneficial owner of such 400 shares.
(6) Includes 7,000 shares under option which are eligible for exercise under the
IDEX Corporation Stock Option Plan for Outside Directors.
(7) Of such shares, 1,435 for Mr. Hansen and 22,000 for Mr. Johns are shares
under option which are eligible for exercise under the Non-Qualified Stock
Option Plan for Non-Officer Key Employees of IDEX Corporation and the
Officer Option Plan, respectively.
(8) Of the 154,730 shares listed above with respect to Mr. Sayatovic, 1,000 are
owned by his wife and 3,000 are owned by Mr. Sayatovic as custodian for his
children. Also, of such 154,730 shares, 31,731 are shares under option
which are eligible for exercise under the Officer Option Plan.
(9) Includes 21,000 shares under option which are eligible for exercise under
the IDEX Corporation Stock Option Plan for Outside Directors, 147,398
shares under option which are eligible for exercise under the Officer
Option Plan, and 1,435 shares under option which are eligible for exercise
under the Non-Qualified Stock Option Plan for Non-Officer Key Employees of
IDEX Corporation.
RATIFICATION OF AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee,
has recommended the selection of Deloitte & Touche as the Company's independent
auditors for 1994.
Representatives of Deloitte & Touche 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 BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE
& TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS FOR 1994.
GENERAL INFORMATION
OUTSTANDING STOCK
An aggregate of 12,707,626 shares of the Company's Common Stock was
outstanding at the close of business on February 28, 1994. 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
16
20
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 telegram.
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 1995 ANNUAL MEETING
A shareholder desiring to submit a proposal for inclusion in the
Company's Proxy Statement for the 1995 Annual Meeting must deliver the proposal
so that it is received by the Company no later than November 5, 1994. The
Company requests that all such proposals be addressed to Wayne P. Sayatovic,
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 1994 Annual Meeting, which, for the 1995 Annual Meeting, will be February
25, 1995.
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 the SEC regulation
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, 1993 all filing requirements applicable to its officers, directors
and greater than 10% shareholders were complied with except that Mr. Ware filed
a Form 4 for the purchase of 800 shares of the Company's Common Stock late.
REPORTS TO SHAREHOLDERS
The Company has mailed this Proxy Statement and a copy of its 1993 Annual
Report to each shareholder entitled to vote at the Annual Meeting. Included in
the 1993 Annual Report are the Company's financial statements for the year ended
December 31, 1993.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1993, 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, VICE
PRESIDENT-FINANCE, CHIEF FINANCIAL OFFICER AND SECRETARY, IDEX CORPORATION, 630
DUNDEE ROAD, NORTHBROOK, ILLINOIS 60062.
Northbrook, Illinois
March 4, 1994
17
21
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IDEX CORPORATION The undersigned hereby appoints Donald N.
630 Dundee Road Boyce, Clifton S. Robbins, Wayne P. Sayatovic
Suite 400 and Michael T. Tokarz and each of them, as
Northbrook, Illinois 60062 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 28,
1994, at the Annual Meeting of shareholders
to be held on April 26, 1994, or at any
adjournment thereof.
I. ELECTION OF FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY
DIRECTORS BELOW
(except as marked to the to vote for all nominees
contrary below) listed below
Class II: William H. Luers
George R. Roberts
and Michael T. Tokarz
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
2. SELECTION OF FOR approval of AGAINST approval of ABSTAIN with respect
AUDITORS Deloitte & Touche Deloitte & Touche to approval of
Deloitte & Touche
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[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: _______________, 1994 _______________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE. _______________________
Signature, if held jointly
