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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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February 28, 2006 |
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12.75 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x |
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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x Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Weyco Group, Inc.
(Name
of Registrant as Specified In Its Charter)
Filed by Registrant
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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x No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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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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o Fee paid previously with preliminary materials. |
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o 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. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
Glendale, Wisconsin
Notice of
ANNUAL MEETING OF SHAREHOLDERS
To be Held April 26, 2005
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
of WEYCO GROUP, INC., a Wisconsin corporation (hereinafter
called the Company), will be held at the general
offices of the Company, 333 West Estabrook Boulevard,
Glendale, Wisconsin 53212, on Tuesday, April 26, 2005
at 10:00 A. M. (Central Daylight Time), for the following
purposes:
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1. |
To elect two members to the Board of Directors; |
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2. |
To act on a proposal to approve the Weyco Group, Inc.
2005 Equity Incentive Plan; and |
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3. |
To consider and transact any other business that properly may
come before the meeting or any adjournment thereof. |
The Board of Directors has fixed February 16, 2005 as the
record date for the determination of the common shareholders
entitled to notice of and to vote at this annual meeting or any
adjournment thereof.
The Board of Directors requests that you indicate your voting
directions, sign and promptly mail the enclosed proxy(ies) for
the meeting. Any proxy may be revoked at any time prior to its
exercise.
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By order of the Board of Directors, |
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JOHN F. WITTKOWSKE |
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Secretary |
March 11, 2005
TABLE OF CONTENTS
PROXY STATEMENT
Introduction
The enclosed proxy is solicited by the Board of Directors of
Weyco Group, Inc. for exercise at the annual meeting of
shareholders to be held at the offices of the Company, 333 West
Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00 A. M.
(Central Daylight Time) on Tuesday, April 26, 2005, or any
adjournment thereof.
On January 31, 2005, the Companys Board of Directors
approved a 2-for-1 split of the Companys Common Stock and
Class B Common Stock, without a change in par value of
either class. The stock split will be distributed April 1,
2005 to shareholders of record on February 16, 2005. All
share and per share amounts in this Proxy Statement have been
adjusted to reflect the 2-for-1 split.
Any shareholder delivering the form of proxy has the power to
revoke it at any time prior to the time of the annual meeting by
filing with the Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date or by
attendance at the meeting and electing to vote in person by
giving notice of such election to the Secretary of the Company.
Proxies properly signed and returned will be voted as specified
thereon. The proxy statements and the proxies are being mailed
to shareholders on approximately March 25, 2005.
The Company has two classes of common stock entitled to vote at
the meeting Common Stock with one vote per share and
Class B Common Stock with ten votes per share. As of
February 16, 2005, the record date for determination of the
common shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof, there were outstanding
8,911,930 shares of Common Stock and 2,600,620 shares
of Class B Common Stock.
Security Ownership of Management and Others
The following table sets forth information, as of
February 16, 2005, with respect to the beneficial ownership
of the Companys common stock by each director and nominee
for director, for each of the named executive officers
identified in Management Compensation herein and by
all directors and executive officers as a group.
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Common Stock | |
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Class B Common Stock | |
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No. of Shares | |
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No. of Shares | |
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and Nature | |
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and Nature | |
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of Beneficial | |
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Percent | |
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of Beneficial | |
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Percent | |
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Ownership | |
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of Class | |
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Ownership | |
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of | |
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(1)(2) | |
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(3) | |
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(2) | |
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Class | |
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Thomas W. Florsheim
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602,184 |
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6.66 |
% |
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1,819,260 |
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69.95 |
% |
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333 W. Estabrook Blvd., Glendale, WI 53212
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John W. Florsheim
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571,120 |
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6.24 |
% |
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30,798 |
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1.18 |
% |
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333 W. Estabrook Blvd., Glendale, WI 53212
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Thomas W. Florsheim, Jr.
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1,310,006(4)(5) |
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14.31 |
% |
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31,626 |
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1.22 |
% |
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333 W. Estabrook Blvd., Glendale, WI 53212
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James F. Gorman
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14,000 |
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.16 |
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Peter S. Grossman
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139,750 |
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1.55 |
% |
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16,850 |
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.65 |
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John F. Wittkowske
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273,000 |
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2.98 |
% |
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% |
Robert Feitler
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94,500 |
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1.06 |
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135,000 |
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5.19 |
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Leonard J. Goldstein
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13,500 |
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Frederick P. Stratton, Jr.
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100,500 |
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1.13 |
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54,000 |
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2.08 |
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All Directors and Executive Officers as a Group (9 persons
including the above-named)
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3,118,560 |
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31.41 |
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2,087,534 |
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80.27 |
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Notes:
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(1) |
Includes the following unissued shares deemed to be
beneficially owned under Rule 13d-3 which may
be acquired upon the exercise of outstanding stock options:
Thomas W. Florsheim 133,712; John W. |
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Florsheim 241,712;
Thomas W. Florsheim, Jr. 241,712; Peter S.
Grossman 132,000; John F. Wittkowske
255,000; All Directors and Executive Officers as a
Group 1,017,636.
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(2) |
The specified persons have sole
voting power and sole dispositive power as to all shares
indicated above, except for the following shares as to which
voting and dispositive power are shared:
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Common | |
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Class B Common | |
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Thomas W. Florsheim
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468,472 |
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1,819,260 |
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John W. Florsheim
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96,440 |
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Thomas W. Florsheim, Jr.
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158,902 |
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Peter S. Grossman
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7,750 |
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16,850 |
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All Directors and Executive Officers as a Group
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731,564 |
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1,836,110 |
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(3) |
Calculated on the basis of outstanding shares plus shares which
can be acquired upon exercise of outstanding stock options, by
the person or group involved. |
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(4) |
These shares include 310,000 shares which he owns as sole
trustee of a trust created for Thomas W. Florsheim (his father). |
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(5) |
These shares include 310,000 shares which he owns as sole
trustee of a trust created for Nancy P. Florsheim (his mother). |
The following table sets forth information, as of
December 31, 2004, with respect to the beneficial ownership
of the Companys Common Stock by those persons, other than
those reflected in the above table, believed by the Company to
own beneficially more than five percent (5%) of the Common Stock
outstanding. The Company believes there are no other persons who
own beneficially more than five percent (5%) of the Class B
Common Stock outstanding.
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Name and Address of |
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Amount and Nature of | |
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Beneficial Owner |
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Beneficial Ownership | |
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Percent of Class | |
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Royce & Associates, LLC
1414 Avenue of the Americas
New York, New York 10019 |
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1,203,492 |
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13.58 |
% |
Note:
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According to the Schedule 13G statement filed as a group by
Royce & Associates, LLC in February 2005,
Royce & Associates, LLC has sole voting and dispositive
power with respect to 1,203,492 shares of Common Stock of
the Company. |
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Election of Directors
A majority of the votes entitled to be cast by outstanding
shares of Common Stock and Class B Common Stock (considered
together as a single voting group), represented in person or by
proxy, will constitute a quorum at the annual meeting.
Directors are elected by a plurality of the votes cast by the
holders of the Companys Common Stock and Class B
Common Stock (voting together as a single voting group) at a
meeting at which a quorum is present. Plurality
means that the individuals who receive the largest number of
votes cast are elected as directors up to the maximum number of
directors to be chosen at the meeting. Consequently, any shares
not voted (whether by abstention, broker nonvote or otherwise)
have no impact in the election of directors except to the extent
the failure to vote for an individual results in another
individual receiving a larger number of votes. Votes
against a candidate are not given legal effect and
are not counted as votes cast in an election of directors. Votes
will be tabulated by an inspector at the meeting.
The persons who are nominated as directors and for whom the
proxies will be voted and all continuing Directors are listed
below. If any of the nominees should decline or be unable to act
as a Director, which eventuality is not foreseen, the proxies
will be voted with discretionary authority for a substitute
nominee designated by the Board of Directors.
There are no family relationships between any of the
Companys directors and executive officers, except that
Thomas W. Florsheim, Jr. and John W. Florsheim are brothers
and their father is Thomas W. Florsheim.
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Served as | |
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Nominees |
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Director | |
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For Term Expiring 2008 |
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Age | |
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Since | |
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Principal Occupation and Business Experience |
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Thomas W. Florsheim, Jr.
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46 |
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1996 |
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Chairman and Chief Executive Officer of the Company, 2002 to
present; President and Chief Executive Officer of the Company,
1999 to 2002; President and Chief Operating Officer of the
Company, 1996 to 1999; Vice President of the Company 1988 to
1996.
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Robert Feitler
(1)(2)(3)
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74 |
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1964 |
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Chairman, Executive Committee of the Company, 1996 to present;
Chairman, Corporate Governance & Compensation Committee
of the Company, 2002 to present; President and Chief Operating
Officer of the Company, 1968 to 1996; also a Director of
Strattec Security Corp. and TC Manufacturing Co.
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Continuing Directors
Term Expires 2007 |
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Thomas W. Florsheim
(1)
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74 |
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1964 |
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Chairman Emeritus of the Company, 2002 to present; Chairman of
the Board, 1968 to 2002; Chief Executive Officer of the Company,
1968 to 1999.
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Leonard J. Goldstein
(1)(2)(3)
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78 |
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1992 |
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Retired; Chairman of the Board of Miller Brewing Company, 1991
to 1993; President and Chief Executive Officer of Miller Brewing
Company, 1988 to 1991.
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Continuing Directors
Term Expires 2006 |
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John W. Florsheim
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41 |
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1996 |
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President, Chief Operating Officer and Assistant Secretary of
the Company, 2002 to present; Executive Vice President, Chief
Operating Officer and Assistant Secretary of the Company, 1999
to 2002; Executive Vice President of the Company, 1996 to 1999;
Vice President of the Company, 1994 to 1996.
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Frederick P. Stratton, Jr.
(1)(2)(3)
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65 |
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1976 |
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Chairman Emeritus of Briggs & Stratton Corporation
(Manufacturer of Gasoline Engines), 2002 to present; Chairman of
the Board of Briggs & Stratton Corporation, 1986 to
2002; Chief Executive Officer of Briggs & Stratton
Corporation, 1986 to 2001; also a Director of Baird Funds, Inc.,
Midwest Air Group, Inc., and Wisconsin Energy Corporation and
its subsidiaries Wisconsin Electric Power Company and Wisconsin
Gas Company.
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Notes:
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(1) |
Member of Executive Committee, of which Mr. Feitler is
Chairman. |
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Member of Audit Committee, of which Mr. Stratton is
Chairman. |
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Member of Corporate Governance and Compensation Committee, of
which Mr. Feitler is Chairman. |
Composition of the Board of Directors
The Board of Directors currently has six members. The Articles
of Incorporation and Bylaws of the Company provide that there
shall be seven directors. On January 31, 2005, Virgis
Colbert resigned as a Director of the Company. To comply with
Nasdaq regulations the Board of Directors intends to appoint a
replacement director to fill his remaining term (through 2006)
before the Annual Meeting of Shareholders on April 26,
2005. The number of directors may be increased or decreased from
time to time by amending the applicable provision of the Bylaws,
but no decrease shall have the effect of shortening the term of
an incumbent director.
Meetings
The Board of Directors held four meetings during 2004. During
the period in 2004 in which they served, all members of the
Board of Directors attended at least 75% of the aggregate of the
total number of meetings of the Board and the total number of
meetings held by all committees of the Board on which they
served. The Companys policy is that its Directors attend
annual meetings of the shareholders. All Board members then in
office attended the annual meeting of Weyco shareholders held on
April 27, 2004, except Virgis Colbert. In accordance with
rules of the Nasdaq Stock Market, beginning in 2004 and at least
once each year, Weycos independent directors had and will
have regularly scheduled meetings at which only independent
directors are present.
Director Independence
Each year the Board reviews the relationships that each director
has with the Company. Only those directors who the Board
affirmatively determines have no relationship which would
interfere with the exercise of independent judgment in carrying
out the responsibilities of a director, and who do not have any
of the categorical relationships that preclude a determination
of independence under the Nasdaq listing standards, are
considered to be independent directors.
In accordance with the applicable Nasdaq rules, the Board has
determined that the following directors qualify as independent
directors: Robert Feitler, Leonard J. Goldstein, and
Frederick P. Stratton, Jr. The Board concluded that none of
these directors possessed the categorical relationships set
forth in the Nasdaq standards that preclude a determination of
independence, and that none of them have any other relationship
that the Board believes would interfere with the exercise of
their independent judgment in carrying out the responsibilities
of a director. Members of the Audit Committee comprise only
directors who have been determined to be independent. Because of
their relationships with Weyco, Messrs. Thomas W.
Florsheim, Thomas W. Florsheim, Jr. and John Florsheim have
not been deemed to be independent directors.
Shareholder Communications with the Board
Shareholders wishing to communicate with the Board of Directors
or with a particular Board member should address communications
to the Board or to a particular Board member,
c/o Secretary, Weyco Group, Inc., 333 West Estabrook
Boulevard, Glendale, Wisconsin 53212. All communications
addressed to the Board or to a particular Director or Committee
will be relayed to that addressee. From time to time, the Board
may change the process through which shareholders communicate
with the Board or its members. Please refer to the
Companys website at www.weycogroup.com for changes in this
process.
Shareholder Recommendation or Nomination of Director
Candidates
The principal functions of the Corporate Governance and
Compensation Committee are: (1) to assist the Board by
identifying individuals qualified to become members of the Board
and its Committees, and recommend to the Board the director
nominees for the next annual meeting of shareholders;
(2) to recommend to the Board the corporate governance
guidelines applicable to the Company, including changes to those
guidelines as appropriate from time to time; (3) to lead
the Board in its periodic reviews of the Boards
performance; (4) to establish, subject to approval of the
full Board, compensation arrangements for the Companys
executive officers; (5) to administer the Companys
stock option and other compensation plans, and approve the
granting of stock options to officers and other key employees of
the Company and its subsidiaries; and (6) to communicate to
shareholders regarding these policies and activities as required
by the SEC and other regulatory bodies. In carrying out its
responsibilities regarding director nominations, the
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Corporate Governance and Compensation Committee has set
guidelines and criteria to determine eligibility for nominees to
the Board of Directors of Weyco Group, Inc., as follows:
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The Committee will review each candidates qualifications
in light of the needs of the Board and the Company, considering
the current mix of director attributes and other pertinent
factors (specific qualities and skills required will vary
depending on the Companys specific needs at any point in
time). |
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There will be no differences in the manner in which the
Committee evaluates candidates recommended by shareholders and
candidates identified from other sources. |
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Any nominee should be an individual of the highest character and
integrity and have an inquiring mind, vision and the ability to
work well with others. |
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Any nominee should be free of any conflict of interest which
would violate any applicable law or regulation or interfere with
the proper performance of the responsibilities of a director. |
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Any nominee should possess substantial and significant
experience which would be of value to Weyco Group in the
performance of the duties of a director. |
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Any nominee should have sufficient time available to devote to
the affairs of Weyco Group in order to carry out the
responsibilities of a director. |
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To recommend a candidate, shareholders should write to the
Corporate Governance & Compensation Committee, Weyco
Group, Inc., P. O. Box 1188, Milwaukee, WI 53201, via
certified mail. Such information should include the
candidates name and address, a brief biographical
description and statement of qualifications of the candidate and
the candidates signed consent to be named in the proxy
statement and to serve as a director if elected. |
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To be considered by the Committee for nomination and inclusion
in the Companys proxy statement, the Committee must
receive shareholder recommendations for directors no later than
October 15 of the year prior to the Annual Meeting of
Shareholders. |
From time to time, the Board may change the process through
which shareholders may recommend director candidates to the
Corporate Governance and Compensation Committee. The Company has
not received any shareholder recommendations for director
candidates with regard to the election of directors covered by
this Proxy Statement or otherwise.
EXECUTIVE COMMITTEE
The Executive Committee is empowered to exercise the authority
of the Board of Directors in the management of the business and
affairs of the Company between meetings of the Board, except for
declaring dividends, filling vacancies in the Board of Directors
or committees thereof, amending the Articles of Incorporation,
adopting, amending or repealing Bylaws and certain other
matters. No meetings were held in 2004.
CORPORATE GOVERNANCE
The Company is committed to conducting its business with the
highest standards of business ethics and in accordance with all
applicable laws, rules and regulations, including the rules of
the Securities and Exchange Commission and of The Nasdaq Stock
Market on which its common stock is traded. In addition to
Nasdaq rules and applicable governmental laws and regulations,
the framework for the Companys corporate governance is
provided by: (a) the Companys Articles of
Incorporation and Bylaws; (b) the charters of its board
committees; and (c) the Companys Code of Business
Ethics.
The Corporate Governance and Compensation Committee establishes
compensation arrangements for senior management and administers
the granting of stock options to officers and other key
employees of the Company and its subsidiaries. Four meetings
were held in 2004. The charter of the Corporate Governance and
Compensation Committee is attached to this proxy statement as
Appendix A.
Code of Business Ethics
The Companys Code of Business Ethics sets forth ethical
obligations for all employees, officers and directors, including
those that apply specifically to directors and executive
officers, such as accounting and financial reporting matters.
Any waiver of the Code of Business Ethics requires approval of
the Board of Directors or of a committee of the Board. A copy of
the Companys Code of Business Ethics is available, free of
charge, in print to any shareholder upon request to Secretary,
Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale,
Wisconsin 53212. If any substantive amendment is made to the
Code, the nature of the amendment
5
will be discussed on the Companys website or in a current
report on Form 8-K. In addition, if a waiver from the Code
is granted to an executive officer or director, the nature of
the waiver will be disclosed in a current report on
Form 8-K.
Report of Corporate Governance and Compensation Committee on
Executive Compensation
On January 31, 2005, the Corporate Governance and
Compensation Committee met to establish executive officers
salaries for 2005 (effective January 1, 2005). The
CEOs salary was set at $482,000 and the COOs salary
was set at $414,500. Neither one of these executive officers
received stock options in 2004.
The Committee also approved a bonus to the CEO & COO of
$150,000 each and bonuses totaling $250,000 to the other
executive officers.
No stock options were granted in 2004 to any executive officer
of the Company.
This report is submitted by the members of the Corporate
Governance and Compensation Committee.
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Robert Feitler, Chairman |
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Leonard J. Goldstein |
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Frederick P. Stratton, Jr. |
AUDIT COMMITTEE
The Audit Committee of the Board of Directors is responsible for
providing independent oversight of the Companys financial
statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit
function and the annual independent audit of the Companys
financial statements. The Board of Directors adopted and
approved a formal written charter for the Audit Committee in
2000 and amended that charter in March 2004. A copy of the
current charter of the Audit Committee is attached as
Appendix B to this Proxy Statement. The Board of Directors
has determined that each of the members of the Audit Committee
(Frederick P. Stratton, Jr., Robert Feitler and Leonard
Goldstein) is independent, as defined in the current
listing standards of The Nasdaq Stock Market and the SEC rules
relating to audit committees. This means that, except in their
roles as members of the Board of Directors and its committees,
they are not affiliates of the Company, they receive
no consulting, advisory or other compensatory fees directly or
indirectly from the Company, they have no other relationships
with the Company that may interfere with the exercise of their
independence from management and the Company, and they have not
participated in the preparation of the financial statements of
Weyco or any of its current subsidiaries at any time during the
past three years. In addition, the Board of Directors has
determined that each Audit Committee member satisfies the
financial literacy requirements of The Nasdaq Stock Market and
that Robert Feitler and Frederick P. Stratton, Jr. qualify
as audit committee financial experts within the
meaning of applicable rules of the Securities and Exchange
Commission.
Management has primary responsibility for the financial
statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities,
the Committee reviewed the Companys audited financial
statements with management, including a discussion of the
quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements. The
Committee reviewed with the independent registered public
accounting firm, who are responsible for expressing an opinion
on the conformity of those audited financial statements with
generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Companys
accounting principles and such other matters as are required to
be discussed with the Committee under generally accepted
auditing standards, including Statement on Auditing Standards
No. 61.
In addition, the Committee has discussed with the independent
registered public accounting firm their independence from
management and the Company, including the matters in the written
disclosures required by the Independence Standards Board,
Standard No. 1, and considered the compatibility of
non-audit services with the independent registered public
accounting firms independence.
The Committee discussed with the Companys independent
registered public accounting firm the overall scope and plan for
their audit. The Committee meets with the independent registered
public accounting firm, with and without management present, to
discuss the results of their examination, their evaluation of
the Companys internal controls, and the overall quality of
the Companys financial reporting. The Committee held three
meetings during 2004.
6
Pre-Approval Policy
Consistent with the rules of the Securities and Exchange
Commission regarding the independent registered public
accounting firms independence, the Audit Committee has
responsibility for appointing, setting compensation for, and
overseeing the work of the independent registered public
accounting firm. In recognition of this responsibility, the
following provision is included in the Audit Committees
charter: The Audit Committee shall ... approve
in advance the audit and permitted non-audit services to be
provided by, and the fees to be paid to, the independent
auditor, subject to the de minimus exceptions to
pre-approval permitted by the rules of the SEC and Nasdaq for
non-audit services. No fees were paid to the independent
registered public accounting firm pursuant to the
de minimus exception to the foregoing
pre-approval policy.
Report of Audit Committee
In connection with its function to oversee and monitor the
financial reporting process of the Company, the Audit Committee
has done the following (among other things):
|
|
|
|
|
reviewed and discussed the audited financial statements for the
year ended December 31, 2004 with the Companys
management; |
|
|
|
discussed with Deloitte & Touche LLP, the
Companys independent registered public accounting firm,
those matters required to be discussed by SAS 61, as
amended (Codification of Statements on Auditing Standards,
AU §380); and |
|
|
|
received the written disclosure and the letter from
Deloitte & Touche LLP required by Independence
Standards Board Statement No. 1 (Independence Discussions
with Audit Committee) and has discussed with Deloitte &
Touche LLP, its independence. |
Based on the foregoing, the Audit Committee recommended to the
Board of Directors that the audited financial statements be
included in the Companys annual report on Form 10-K
for the year ended December 31, 2004.
Audit and Non-Audit Fees
The Audit Committee also reviewed the fees and scope of services
provided to the Company by Deloitte & Touche LLP,
independent registered public accounting firm, for the years
ended December 31, 2004 and December 31, 2003, as
reflected in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
|
2003 | |
|
|
| |
|
| |
Audit Fees(a)
|
|
$ |
192,148 |
|
|
$ |
115,100 |
|
Audit-Related Fees(b)
|
|
$ |
12,000 |
|
|
$ |
14,400 |
|
Tax Fees(c)
|
|
$ |
9,445 |
|
|
$ |
31,278 |
|
All Other Fees
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
213,593 |
|
|
$ |
160,778 |
|
|
|
|
(a) |
|
Audit fees consisted of fees for professional services performed
by Deloitte & Touche LLP for the audit of the
Companys financial statements and review of financial
statements included in the Companys Form 10-Q
filings, and services that are normally provided in connection
with statutory or regulatory filings or engagements. These fees
also include Deloitte & Touche LLPs audit of the
Companys internal controls and managements
assessment thereon in accordance with Section 404 of the
Sarbanes Oxley Act of 2002. |
|
(b) |
|
Audit-related fees consisted of the audit of certain employee
benefit plans. |
|
(c) |
|
Tax fees consisted of fees for professional services performed
by Deloitte & Touche LLP with respect to tax
compliance, tax advice, and tax planning. |
The Audit Committee considered the compatibility of the
provision of the foregoing permitted non-audit services by
Deloitte & Touche LLP with the maintenance of
Deloitte & Touche LLP independence and concluded that
such services were at all times compatible with maintaining that
firms independence.
|
|
|
Frederick P. Stratton, Jr., Chairman |
|
Robert Feitler |
|
Leonard J. Goldstein |
7
Management Compensation
Summary Compensation Table
The following table sets forth total compensation of the Chief
Executive Officer and the four other most highly compensated
executive officers of the Company as of December 31, 2004,
for the year 2004, as well as for the two previous years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Compensation | |
|
|
|
|
|
|
| |
|
|
|
|
Annual Compensation | |
|
|
|
|
|
|
|
|
| |
|
Awards | |
|
Payouts | |
|
|
|
|
|
|
Other | |
|
| |
|
| |
|
|
|
|
|
|
Annual | |
|
Restricted | |
|
Options/ | |
|
LTIP | |
|
All Other | |
Name and Principal |
|
|
|
Compensation | |
|
Stock | |
|
SARs | |
|
Payouts | |
|
Compensation | |
Position |
|
Year | |
|
Salary($) | |
|
Bonus($) | |
|
($)(1) | |
|
Awards($) | |
|
(#)(2)(3) | |
|
($) | |
|
($)(1) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Thomas W. Florsheim, Jr.
|
|
|
2004 |
|
|
|
459,000 |
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman and Chief
|
|
|
2003 |
|
|
|
437,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
|
2002 |
|
|
|
412,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
|
|
|
|
|
|
|
John W. Florsheim
|
|
|
2004 |
|
|
|
379,500 |
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Chief Operating
|
|
|
2003 |
|
|
|
345,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
|
|
|
|
|
|
|
Officer and Assistant
|
|
|
2002 |
|
|
|
320,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
|
|
|
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Gorman
|
|
|
2004 |
|
|
|
263,750 |
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
255,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
|
247,750 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
Peter S. Grossman
|
|
|
2004 |
|
|
|
274,500 |
|
|
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
264,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
|
254,500 |
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
|
|
|
|
|
|
|
John F. Wittkowske
|
|
|
2004 |
|
|
|
265,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President,
|
|
|
2003 |
|
|
|
252,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer,
|
|
|
2002 |
|
|
|
227,000 |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
37,500 |
|
|
|
|
|
|
|
|
|
|
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
(1) |
Other compensation to the named individuals did not exceed the
lesser of $50,000 or 10% of salary. |
|
(2) |
Options to acquire shares of Common Stock. |
|
(3) |
The Company has granted no stock appreciation rights. |
Option/ SAR Grants in Last Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants | |
|
|
| |
|
Potential Realizable | |
|
|
Number of | |
|
% of Total | |
|
|
|
Value at Assumed | |
|
|
Securities | |
|
Options/ | |
|
|
|
Annual Rates of | |
|
|
Underlying | |
|
SARs | |
|
|
|
Stock Price | |
|
|
Options/ | |
|
Granted to | |
|
Exercise or | |
|
|
|
Appreciation for | |
|
|
SARs | |
|
Employees | |
|
Base Price | |
|
|
|
Option Term | |
|
|
Granted | |
|
in Fiscal | |
|
($/Sh) | |
|
Expiration | |
|
| |
Name |
|
(#)(1) | |
|
Year | |
|
(1) | |
|
Date | |
|
5%($) | |
|
10%($) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Thomas W. Florsheim, Jr.
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Florsheim
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Gorman
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter S. Grossman
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John F. Wittkowske
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Aggregated Option/ SAR Exercises in Last Fiscal Year and
Fiscal Year End Option/ SAR Values
The following table provides information related to options
exercised by the named executive officers during 2004 and the
number and value of options held at December 31, 2004. The
Company has not granted any stock appreciation rights.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
Value of Unexercised | |
|
|
|
|
|
|
Underlying Unexercised | |
|
In-the-Money | |
|
|
Shares | |
|
|
|
Options/SARs | |
|
Options/SARs | |
|
|
Acquired | |
|
Value | |
|
At FY-End (#) | |
|
At FY-End ($)(2) | |
|
|
On Exercise | |
|
Realized | |
|
| |
|
| |
Name |
|
(#) | |
|
($)(1) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Thomas W. Florsheim, Jr.
|
|
|
12,538 |
|
|
|
92,969 |
|
|
|
241,712 |
|
|
|
|
|
|
|
3,002,445 |
|
|
|
|
|
John W. Florsheim
|
|
|
12,538 |
|
|
|
96,511 |
|
|
|
241,712 |
|
|
|
|
|
|
|
3,002,445 |
|
|
|
|
|
James F. Gorman
|
|
|
114,000 |
|
|
|
834,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter S. Grossman
|
|
|
|
|
|
|
|
|
|
|
132,000 |
|
|
|
|
|
|
|
1,674,750 |
|
|
|
|
|
John F. Wittkowske
|
|
|
|
|
|
|
|
|
|
|
255,000 |
|
|
|
|
|
|
|
3,158,737 |
|
|
|
|
|
Notes:
|
|
(1) |
Value is calculated based on the difference between the option
exercise price and the closing market price of the Common Stock
on the date of exercise multiplied by the number of shares to
which the exercise relates. |
|
(2) |
The fair market value of the Companys Common Stock at
December 31, 2004 was $21.88 (average of high ($22.20) and
low ($21.57) trade). Value was calculated on the basis of the
difference between the option exercise price and $21.88
multiplied by the number of shares of Common Stock underlying
the option. As discussed earlier, all share and per share
amounts in this proxy statement have been adjusted to reflect
the 2-for-1 stock split effective February 16, 2005. The
fair market value of $21.88 was also adjusted to reflect the
2-for-1 split. |
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | |
|
(b) | |
|
(c) | |
|
|
|
|
|
|
Number of Securities | |
|
|
|
|
|
|
remaining available | |
|
|
Number of securities | |
|
Weighted-average | |
|
for issuance under | |
|
|
to be issued upon | |
|
exercise price of | |
|
equity compensation | |
|
|
exercise of | |
|
outstanding | |
|
plans (excluding | |
|
|
outstanding options, | |
|
options, warrants | |
|
securities reflected in | |
Plan Category |
|
warrants and rights | |
|
and rights | |
|
column (a)) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by security holders
|
|
|
1,525,586 |
|
|
$ |
10.40 |
|
|
|
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,525,586 |
|
|
$ |
10.40 |
|
|
|
|
|
Pension Plans
The Company maintains a defined benefit pension plan for various
employees of the Company, including salaried employees. The
Company also maintains an unfunded excess benefits plan so that
participants in the defined benefit pension plan may receive
pension benefits which they would otherwise be prevented from
receiving as a result of certain limitations of the Internal
Revenue Code.
9
The following table shows estimated annual benefits payable at
normal retirement under the general plan formula to persons
whose normal retirement age is 65 in specified earnings and
years-of-service classifications. Amounts in excess of $118,800
or based on income in excess of $205,000 are payable pursuant to
the excess benefits plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of Service | |
Highest Five Year | |
|
| |
Average Earnings | |
|
10 | |
|
15 | |
|
20 | |
|
25 | |
| |
|
| |
|
| |
|
| |
|
| |
|
$100,000 |
|
|
$ |
13,000 |
|
|
$ |
19,000 |
|
|
$ |
26,000 |
|
|
$ |
32,000 |
|
|
150,000 |
|
|
|
21,000 |
|
|
|
31,000 |
|
|
|
42,000 |
|
|
|
52,000 |
|
|
200,000 |
|
|
|
29,000 |
|
|
|
43,000 |
|
|
|
58,000 |
|
|
|
72,000 |
|
|
250,000 |
|
|
|
37,000 |
|
|
|
55,000 |
|
|
|
74,000 |
|
|
|
92,000 |
|
|
300,000 |
|
|
|
45,000 |
|
|
|
67,000 |
|
|
|
90,000 |
|
|
|
112,000 |
|
|
350,000 |
|
|
|
53,000 |
|
|
|
79,000 |
|
|
|
106,000 |
|
|
|
132,000 |
|
|
400,000 |
|
|
|
61,000 |
|
|
|
91,000 |
|
|
|
122,000 |
|
|
|
152,000 |
|
|
450,000 |
|
|
|
69,000 |
|
|
|
103,000 |
|
|
|
138,000 |
|
|
|
172,000 |
|
|
500,000 |
|
|
|
77,000 |
|
|
|
115,000 |
|
|
|
154,000 |
|
|
|
192,000 |
|
The plans provide for normal retirement at age 65 and
provide for reduced benefits for early retirement beginning at
age 55. Pension benefits are payable as a straight life
annuity and are calculated under a formula which is integrated
with Social Security, although the amounts determined under the
formula are not reduced by Social Security benefits or other
offsets. The normal retirement benefit is based on (i) the
highest average earnings for any 5 consecutive years during the
10 calendar years ending with the year of retirement,
(ii) length of service up to 25 years and
(iii) the highest average covered compensation for Social
Security purposes. Earnings covered by the plan are generally
defined as wages for purposes of federal income tax withholding
and therefore include the value realized upon the exercise of
non-qualified stock options and other minor items in addition to
those included in the above Summary Compensation Table as
Salary. Years of credited service under the plans
for the individuals described in the above Summary Compensation
Table are as follows: James Gorman 25; Peter
Grossman 25; Thomas Florsheim, Jr.
23; John W. Florsheim 11; John
Wittkowske 11.
The foregoing describes the general formula under the defined
benefit plan and related excess benefits plan as revised in
1997. Those salaried employees who were covered in the plans on
January 1, 1989 are provided with the higher of the
benefits described above or a minimum benefit based on a prior
formula through the defined benefit plan, the unfunded excess
benefits plan described above and an unfunded deferred
compensation plan. The normal retirement benefit under the prior
formula is based on the highest average earnings for any 5
consecutive years during the 10 calendar years preceding
retirement and length of service up to 25 years. Minimum
benefit amounts are not subject to any deduction for Social
Security benefits. Earnings covered by this formula are the same
as those shown in the above Summary Compensation Table as
Salary.
The following table shows estimated annual benefits payable
under the prior formula upon normal retirement to persons in
specified earnings and years-of-service classifications. Amounts
in excess of $118,800 or based on income in excess of $205,000
are payable pursuant to the excess benefits plan and the
deferred compensation plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of Service | |
Highest Five Year | |
|
| |
Average Earnings | |
|
10 | |
|
15 | |
|
20 | |
|
25 | |
| |
|
| |
|
| |
|
| |
|
| |
|
$100,000 |
|
|
$ |
16,000 |
|
|
$ |
23,000 |
|
|
$ |
31,000 |
|
|
$ |
39,000 |
|
|
150,000 |
|
|
|
24,000 |
|
|
|
35,000 |
|
|
|
47,000 |
|
|
|
59,000 |
|
|
200,000 |
|
|
|
32,000 |
|
|
|
48,000 |
|
|
|
63,000 |
|
|
|
79,000 |
|
|
250,000 |
|
|
|
40,000 |
|
|
|
59,000 |
|
|
|
79,000 |
|
|
|
99,000 |
|
|
300,000 |
|
|
|
48,000 |
|
|
|
71,000 |
|
|
|
95,000 |
|
|
|
119,000 |
|
|
350,000 |
|
|
|
56,000 |
|
|
|
84,000 |
|
|
|
111,000 |
|
|
|
139,000 |
|
|
400,000 |
|
|
|
64,000 |
|
|
|
95,000 |
|
|
|
127,000 |
|
|
|
159,000 |
|
|
450,000 |
|
|
|
72,000 |
|
|
|
107,000 |
|
|
|
143,000 |
|
|
|
179,000 |
|
|
500,000 |
|
|
|
80,000 |
|
|
|
120,000 |
|
|
|
159,000 |
|
|
|
199,000 |
|
10
Compensation of Directors
Directors of the Company who are not also employees of the
Company or subsidiaries receive a quarterly retainer of $1,875.
In addition, they receive $1,000 for each Board or Committee
meeting attended, except that for each additional meeting
attended on the same day the compensation is $500.
On December 28, 2000, Chairman of the Board, Thomas W.
Florsheim, entered into a consulting agreement with the Company
under which he would act as advisor to the Company in connection
with the Companys acquisition and sales of products and
materials. In accordance with this agreement, Thomas W.
Florsheim was paid $14,400 in 2004.
Employment and Deferred Compensation Agreements and Related
Party Transactions
The Company has entered into employment contracts with Thomas W.
Florsheim, Jr. and John W. Florsheim whereby, for services
to be rendered, their employment will be continued until
December 31, 2007, at salary levels to be determined and
reviewed periodically. These contracts provide, among other
things, that a lump sum amount equal to slightly less than three
times his base amount compensation (as defined in
Section 280G of the Internal Revenue Code) will be paid to
Thomas W. Florsheim, Jr. and John W. Florsheim,
respectively, as severance pay, in the event the Company
terminates his employment without cause or he terminates his
employment following a change in control of more than 15% of the
shares of the Company, the replacement of two or more directors
by persons not nominated by the Board of Directors, any
enlargement of the size of the Board of Directors if the change
was not supported by the existing Board of Directors, a merger,
consolidation or transfer of assets of the Company, or a
substantial change in his responsibilities. In the event Thomas
W. Florsheim, Jr. or John W. Florsheim is prevented from
performing his duties by reason of permanent disability, his
normal salary will be discontinued and a disability salary of
$344,250 per annum for Thomas W. Florsheim, Jr. and
$284,625 per annum for John Florsheim will be paid until
December 31, 2007. Also, in the event Thomas W.
Florsheim, Jr. or John W. Florsheim dies prior to the
termination of his employment under the contract, a death
benefit equal to his salary at the annual rate being paid to him
at the date of death will be paid to a designated beneficiary
for a three-year period. As of January 1, 2005, Thomas W.
Florsheims, Jr. annual salary is $482,000 and John W.
Florsheims annual salary is $414,500.
The Company entered into deferred compensation agreements with
both Thomas W. Florsheim and Robert Feitler under which each of
them, or their designated beneficiaries in the event of their
death, would be entitled to a deferred compensation benefit of
$180,000 per year for twenty years upon reaching
age 65 while employed by the Company, payable commencing
upon retirement from employment by the Company or at death.
On December 1, 1995, the Board of Directors, with
Mr. Florsheim and Mr. Feitler abstaining, approved the
amendment of the deferred compensation agreements between the
Company and Mr. Florsheim and Mr. Feitler. The amended
agreements accelerate the payments which would have been made
under the previous agreements, under certain circumstances.
During 2004, Mr. Feitlers entire balance of
$1,471,183 was paid, and in February 2005 the Company paid
Mr. Florsheim his remaining balance of $1,592,414.
The Company has change of control agreements with two
executives, John Wittkowske and Peter Grossman. These contracts
provide that a lump sum equal to slightly less than three times
his base amount of compensation (as defined in Section 280G
of the Internal Revenue Code), calculated with respect to the 3
taxable year period ending before the date the change of control
occurs, will be paid as severance pay in the event of a change
of control. The change of control agreements define a change of
control as an event in which:
|
|
|
|
(1) |
more than 25% of the voting power of the outstanding stock of
the Company is directly or indirectly controlled by a person or
group of persons other than the members of the family of Thomas
W. Florsheim and their descendents or trusts; |
|
|
(2) |
the Company consolidates or merges with another corporation or
entity which is not a wholly owned subsidiary of the Company
unless such consolidation or merger is approved by the Board of
Directors when the majority of the Directors are persons who
have been nominated by the Board of Directors or the Florsheims; |
|
|
(3) |
all or substantially all of the operating assets of the Company
have been sold; |
|
|
(4) |
the majority of the existing members of the Board of Directors
have been replaced by persons not nominated by the Board of
Directors or the Florsheims; or |
|
|
(5) |
Section 2 of Article III of the Companys Bylaws
is amended to enlarge the number of directors of the Company if
the change was not supported by the existing Board of Directors
or the Florsheims. |
The Company previously had a change of control agreement with
Jim Gorman, an executive officer of the Company, who retired
February 28, 2005.
11
As of January 1, 2005, Mr. Wittkowskes annual
salary is $279,000, Mr. Grossmans annual salary is
$284,500.
STOCK PERFORMANCE
The following line graph compares the cumulative total
shareholder return on the Companys common stock during the
five years ended December 31, 2004 with the cumulative
return on the NASDAQ Non-Financial Stock Index and the Russell
3000-Shoes Index. The comparison assumes $100 was invested on
December 31, 1999 in the Companys common stock and in
each of the foregoing indices and assumes reinvestment of
dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED: December 31, 2004
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|
|
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| |
|
|
|
2000 |
|
|
2001 |
|
|
2002 |
|
|
2003 |
|
2004 | |
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| |
|
|
| |
|
|
| |
|
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| |
|
| |
Weyco Group, Inc.
|
|
|
|
97 |
|
|
|
|
102 |
|
|
|
|
136 |
|
|
|
|
209 |
|
|
|
273 |
|
NASDAQ Non-Financial Index Stock Index
|
|
|
|
58 |
|
|
|
|
45 |
|
|
|
|
29 |
|
|
|
|
45 |
|
|
|
48 |
|
Russell 3000 - Shoes Peer Group Index
|
|
|
|
136 |
|
|
|
|
126 |
|
|
|
|
111 |
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|
|
173 |
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|
227 |
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|
PROPOSED 2005 EQUITY INCENTIVE PLAN
On November 1, 2004, the Board of Directors of the Company
adopted the Weyco Group, Inc. 2005 Equity Incentive Plan (the
2005 Plan), subject to approval of the shareholders
at the 2005 annual meeting. All amounts in the description below
and in the copy of the 2005 Plan that is attached as
Appendix C have been adjusted to reflect the 2-for-1 split
of the Common Stock effective February 16, 2005.
The purposes of the 2005 Plan are to provide a means to attract
and retain talented personnel and to provide to participating
directors, officers and other salaried employees long-term
incentives for high levels of performance and for successful
efforts to improve the financial performance of the corporation.
The 2005 Plan permits the grant of stock options to purchase
common stock of the Company, restricted stock, restricted stock
units and performance shares. For purposes of the 2005 Plan,
restricted stock means shares of Common Stock which
are subject to restrictions established by the Committee
described below. A restricted stock unit means an
award granted to an individual to issue shares of Common Stock
in the future if specific conditions established by the
Committee are satisfied. In the case of an award of
performance shares, the Committee sets performance
goals in its discretion which, depending on the extent to which
they are met over the performance period, will determine the
number of performance shares ultimately paid out to the grantee
in the form of shares of Common Stock which have a fair market
value equal to the value of the earned performance shares. The
aggregate awards under the 2005 Plan are limited to a maximum of
1,000,000 shares of Common
12
Stock in the aggregate, subject to appropriate adjustments in
the event the Company, among other things, declares a stock
dividend, stock split, or similar change affecting the Common
Stock. For example, if performance shares are issued with
respect to 400,000 shares of Common Stock, then only
600,000 shares will remain available for the purpose of
making other awards under the 2005 Plan. No individual may
receive grants covering, in the aggregate, more than
90,000 shares in any calendar year, including options,
grants of restricted stock, restricted stock units and
performance shares. A copy of the 2005 Plan is annexed hereto as
Appendix C. The following description of the 2005 Plan is
qualified in its entirety by reference to the complete text set
forth in Appendix C.
Vote Required for Plan
The 2005 Plan is being submitted to the shareholders for
approval in order to satisfy applicable SEC, NASDAQ and Internal
Revenue Code requirements. Shareholder approval enables the
Company to take tax deductions for awards paid to an executive
officer of the Company whose annual compensation exceeds
$1 million. Holders of Common Stock are entitled to one
vote per share with respect to the approval of the 2005 Plan,
and holders of Class B Common Stock are entitled to ten
votes per share. The affirmative vote of the holders of shares
representing a majority of the voting power of shares of Common
stock and Class B Common stock (voting together as a single
class) represented at the annual meeting, in person or by proxy,
is required for approval of the 2005 Plan. Broker nonvotes will
have no effect with respect to the approval of the 2005 Plan,
but any abstention will have the same effect as a no
vote. The 2005 Plan will not become effective if it is not
approved by shareholders.
The Board of Directors Recommends a Vote FOR
Approval of the 2005 Plan.
Principal Features of the Equity Incentive Plan
The 2005 Plan will be administered by a committee (the
Committee) designated by the Companys Board of
Directors and constituted to permit the Plan to comply with
applicable provisions of Rule 16b-3 under the Securities
Exchange Act of 1934 (or any successor rule) and
Section 162(m) of the Code. It is intended that at all
times the Committee will be comprised solely of Directors who
are both: (i) Non-Employee Directors, as defined in
Rule 16b-3; and (ii) Outside Directors, as defined in
Treas. Reg. 1.162-27. The Committee will initially be the
Corporate Governance and Compensation Committee of the Board.
Options may be incentive stock options (ISOs) or
non-qualified stock options (NSOs); provided,
however, that incentive stock options will only be granted to
individuals who are employed by the Company or a parent or a
subsidiary corporation of the Company. The exercise price for
any option will not be less than one hundred percent of the fair
market value of the shares on the date of grant, provided that
employees owning more than 10% of the voting power of all
classes of Company stock are ineligible to receive ISOs unless
the exercise price is at least 110% of the Fair Market Value on
the date the option is granted and the option expires no later
than five years after it is granted. The exercise price may be
paid in cash or (if approved by the Committee) in shares of
Common Stock beneficially owned for at least 6 months at
the time of exercise by the optionee or the optionees
spouse or both. The Fair Market Value on the date of an option
grant of shares with respect to which ISOs are first exercisable
during any calendar year will not exceed $100,000.
Each option granted under the 2005 Plan will be evidenced by a
stock option agreement containing the terms and conditions
required by the 2005 Plan and such other terms as the Committee
may deem appropriate in each case. Each stock option agreement
will state the period or periods of time within which an option
may be exercised, as determined by the Committee. No option may
be exercised more than ten years from the date of grant. Unless
otherwise specified by the Committee, no option granted under
the 2005 Plan will be transferable or assignable except by last
will and testament or the laws of descent and distribution.
During the optionees lifetime, options will be exercisable
only by the optionee or by the optionees guardian or
personal representative.
Shares of restricted stock or restricted stock units may be
issued either alone or in addition to other awards granted under
the 2005 Plan. The Committee determines the individuals to whom
and the times at which grants of restricted stock or restricted
stock units will be made, the number of shares to be awarded,
the time or times within which such awards may be subject to
forfeiture or the conditions upon which shares of Common Stock
may be granted, and any other terms and conditions of the
awards. Such grants may be conditioned upon the attainment of
specified performance goals or other criteria determined by the
Committee, and the provisions of restricted stock awards and
restricted stock unit awards need not be the same with respect
to each recipient. The specified performance goals are based on
the attainment of goals relating to one or more of the following
business criteria measured on an absolute basis or in terms of
growth or reduction: net income (pre-tax or after-tax and with
adjustments as stipulated), earnings per share, return on
equity, return on capital employed, return on assets, return on
tangible book value, operating income, earnings before
depreciation, interest, taxes
13
and amortization (EBDITA), loss ratio, expense
ratio, increase in stock price, total shareholder return,
economic value added, and operating cash flow.
Shares of restricted stock will be subject to the terms and
conditions set forth in Section 14 of the 2005 Plan. Until
the applicable restrictions lapse, a grantee will not be
permitted to transfer or encumber shares of restricted stock,
but will have all of the rights of a shareholder, including the
right to vote the shares and the right to receive dividends with
respect thereto. A grantee of an award of restricted stock
units, by contrast, will not be deemed the holder of any shares
of Common Stock covered by the award, and will not have any
rights as a shareholder with respect thereto, until the
underlying shares of Common Stock are issued to him or her.
Unless otherwise provided in the applicable Restricted Stock
Agreement, all shares still subject to restriction will be
forfeited upon termination of a grantees employment for
any reason unless the Committee determines to waive such
restrictions in the event of hardship or other special
circumstances of a grantee whose employment is terminated (other
than for cause).
Awards of performance shares may also be made under the 2005
Plan to directors, officers and salaried employees at any time
and from time to time. Each performance share has an initial
value equal to the fair market value of a share of Common Stock
on the date of grant. The Committee is authorized to set
performance goals in its discretion which, depending on the
extent to which they are met during a specified performance
period, will determine the number of performance shares that
will be paid out to grantees. After the applicable performance
period has ended, the grantee is entitled to receive a payout
based on the number of performance shares earned over the
performance period, to be determined as a function of the extent
to which the corresponding performance goals have been achieved.
The payout is required to be made in a single lump sum within
45 days following the close of the performance period, in
the form of shares of Common Stock which have an aggregate fair
market value equal to the value of the earned performance shares
at the close of the performance period. Performance shares may
not be sold, pledged or transferred, other than by will or by
the laws of descent and distribution, and may be exercised
during the grantees lifetime only by the grantee or the
grantees legal representative.
If the Company is dissolved or liquidated, or in the event of a
merger or consolidation in which the Company is not the
surviving corporation or a sale or exchange of substantially all
of the assets of the Company for cash or securities of another
corporation, all awards will be deemed fully vested, exercised
and or payable, as the case may be, and in lieu of any other
transfer of shares, cash or other property, grantees will
receive an amount of cash equal to the amount which would
otherwise have been attained as a result of such deemed vesting,
exercise and/or payment event. In the event of a change of
control as defined in the plan, all awards will become
immediately vested and in the case of options exercisable and in
the case of restricted stock units and performance shares
payable upon the later of the date the change in control occurs
or six months after the date the respective award was granted.
Awards may be granted under the 2005 Plan at any time prior to
the tenth anniversary of the date that the 2005 plan is approved
by the Companys shareholders. On that date, the 2005 Plan
will expire, except as to awards then outstanding, which will
remain in effect until the options have been exercised, the
restrictions on restricted stock have lapsed or the awards have
expired or have been forfeited. No awards are expected to be
granted pursuant to the 2005 Plan before the 2005 Annual Meeting
of Shareholders, and no allocations have been made to any person
or group of persons. The 2005 Plan may be terminated at any time
by the Board of Directors except with respect to any awards then
outstanding. The Board of Directors may amend the 2005 Plan from
time to time, but no such amendment may impair without the
grantees consent any previously granted award or deprive
any grantee of any shares of stock acquired through the 2005
Plan, or be made without shareholder approval where such
approval would be required as a condition of compliance with
Rule 16b-3 under the Securities Exchange Act of 1934.
Certain Federal Income Tax Consequences of the 2005 Plan
The following is a brief summary of the Companys
understanding of the principal income tax consequences under the
Internal Revenue Code (the Code) of grants or awards
made under the 2005 Plan based upon the applicable provisions of
the Code in effect on the date hereof.
Nonqualified Stock Options.
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|
|
An optionee will not recognize taxable income at the time an NSO
is granted. Upon exercise of the NSO, an optionee will recognize
compensation income in an amount equal to the difference between
the exercise price and the fair market value of the shares on
the date of exercise. The amount of such difference will be a
deductible expense to the Company for tax purposes. On a
subsequent sale or exchange of shares acquired pursuant to the
exercise of an NSO, the optionee will recognize a taxable gain
or loss, measured by the difference between the amount realized
on the disposition and the tax basis of such shares. The tax |
14
|
|
|
basis will, in general, be the amount paid for the shares plus
the amount treated as compensation income at the time the shares
were acquired pursuant to the exercise of the option. |
|
|
When the NSO exercise price is paid in Delivered Stock, the
exercise is treated as: (a) a tax-free exchange of the
shares of Delivered Stock (without recognition of any taxable
gain with respect thereto) for a like number of new shares (with
such new shares having the same basis and holding period as the
old); and (b) an issuance of a number of additional shares
having a fair market value equal to the spread
between the exercise price and the fair market value of the
shares for which the NSO is exercised. The optionees basis
in the additional shares will equal the amount of compensation
income recognized upon exercise of the NSO and the holding
period for such shares will begin on the day the optionee
acquires them. This mode of payment does not affect the ordinary
income tax liability incurred upon exercise of the NSO described
above. |
Incentive Stock Options.
|
|
|
An optionee will not recognize taxable income at the time an ISO
is granted. Further, an optionee will not recognize taxable
income upon exercise of an ISO if the optionee complies with two
separate holding periods: shares acquired upon exercise of an
ISO must be held for at least two years after the date of grant
and for at least one year after the date of exercise. However,
the difference between the exercise price and the fair market
value of the stock at the date of exercise will constitute an
item includible in alternative minimum taxable income, and
thereby may subject the optionee to the alternative minimum tax.
When the shares of stock received pursuant to the exercise of an
ISO are sold or otherwise disposed of in a taxable transaction,
the optionee will recognize a capital gain or loss, measured by
the difference between the exercise price and the amount
realized. |
|
|
Ordinarily, an employer granting ISOs will not be allowed any
business expense deduction with respect to stock issued upon
exercise of an ISO. However, if all of the requirements for an
ISO are met except for the holding period rules set forth above,
the optionee will be required, at the time of the disposition of
the stock, to treat the lesser of the gain realized or the
difference between the exercise price and the fair market value
of the stock at the date of exercise as ordinary income and the
excess, if any, as long-term or short-term capital gain,
depending upon the holding period of the shares. (If the amount
realized upon such disposition is less than the exercise price,
the loss will be treated as long-term or short-term capital
loss, depending upon the holding period of the shares.) The
Company will be allowed a corresponding business expense
deduction to the extent of the amount of the optionees
ordinary income. |
Restricted Stock.
|
|
|
A grantee receiving a restricted stock award will generally
recognize ordinary income in an amount equal to the fair market
value of the stock at the time the stock is no longer subject to
forfeiture. While the restrictions are in effect, the grantee
will recognize compensation income equal to the amount of any
dividends received and the Company will be allowed a deduction
for that amount. A grantee may elect, under Section 83(b)
of the Code, within 30 days of the stock grant to recognize
taxable ordinary income on the date of grant equal to the excess
of the fair market value of the shares (determined without
regard to the restrictions) on such date over the amount, if
any, paid for such shares. The Company will generally be
entitled to a deduction equal to the amount that is taxable as
ordinary income to the grantee in the year that such income is
taxable. |
|
|
The holding period to determine whether the grantee has
long-term or short-term capital gain or loss on a subsequent
sale of the stock generally begins when the restriction period
expires and the tax basis for such shares will generally be
based on the fair market value of the shares on such date.
However, if the grantee has made an election under
Section 83(b), the holding period will commence on the date
of grant and the tax basis will be equal to the fair market
value of shares on such date (determined without regard to the
restrictions). |
15
Restricted Stock Units and Performance Shares.
|
|
|
An individual who has been granted restricted stock units or
performance shares will not recognize taxable income until the
applicable award cycle expires and the individual is in receipt
of the stock distributed in payment of the award, at which time
such individual will realize compensation income equal to the
full fair market value of the shares delivered. The Company is
generally entitled to an income tax deduction for any
compensation income taxed to the grantee. |
A copy of the 2005 Incentive Equity Plan is attached hereto as
Appendix C and should be read in its entirety by the
shareholders.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
ADOPTION OF THIS PROPOSAL.
Independent Registered Public Accounting Firm
It is expected that Deloitte & Touche LLP, the
Companys independent registered public accounting firm for
2004, will be selected for 2005 by the Board of Directors
immediately following the annual meeting of shareholders. A
representative of Deloitte & Touche LLP is expected to
be present at the annual meeting of shareholders with the
opportunity to make a statement if so desired and such
representative is expected to be available to respond to
appropriate questions.
Method of Proxy Solicitation
The entire cost of solicitation of proxies will be borne by the
Company. The officers of the Company may solicit proxies from
some of the larger shareholders, which solicitation may be made
by mail, telephone, or personal interviews; these officers will
not receive additional compensation for soliciting such proxies.
Request will also be made of brokerage houses and other
custodians, nominees and fiduciaries to forward, at the expense
of the Company, soliciting material to the beneficial owners of
shares held of record by such persons.
Other Matters
The Company has not been informed and is not aware that any
other matters will be brought before the meeting. However,
proxies will be voted with discretionary authority with respect
to any other matters that properly may be presented to the
meeting.
Shareholder Proposals
Shareholder proposals must be received by the Company no later
than November 24, 2005, in order to be considered for
inclusion in next years annual meeting proxy statement. In
addition, a proposal submitted outside of Rule 14a-8 will
be considered untimely, and the Company may use discretionary
voting authority for any proposal that may be raised at next
years annual meeting unless the proponent notifies us of
the proposal not later than February 9, 2006.
|
|
March 11, 2005 |
JOHN F. WITTKOWSKE |
|
|
Milwaukee, Wisconsin |
Secretary |
16
Appendix A
WEYCO GROUP, INC.
Corporate Governance and Compensation Committee
Charter
Mission
The Corporate Governance and Compensation Committee is appointed
by the full Board to assist it in fulfilling its
responsibilities to assure that the Company is governed in a
manner consistent with the interests of the shareholders of the
Company and also that the executive officers of the Company are
compensated in a manner consistent with the compensation
strategy of the Company, internal equity considerations,
competitive practice, and the requirements of applicable tax and
regulatory bodies. Without limiting the foregoing, the Corporate
Governance and Compensation Committee shall: (1) assist the
Board by identifying individuals qualified to become members of
the Board and its committees, and recommend to the Board the
director nominees for the next annual meeting of shareholders;
(2) recommend to the Board the corporate governance
guidelines applicable to the Company, including changes to those
guidelines as appropriate from time to time; (3) lead the
Board in its periodic reviews of the Boards performance;
(4) establish, subject to approval of the full Board,
compensation arrangements for the Companys executive
officers; (5) administer the Companys stock option
and other compensation plans, and approve the granting of stock
options to officers and other key employees of the Company and
its subsidiaries; and (6) communicate to shareholders
regarding these policies and activities as required by the
Securities and Exchange Commission or other regulatory bodies.
Organization
The Corporate Governance and Compensation Committee is a
standing committee of the Board composed of at least three
(3) independent directors. An independent director should
be free of any relationship that could influence his or her
judgment as a Committee member. In addition, each Committee
member shall be independent as defined by the requirements of
the NASDAQ National Market and the corporate governance
guidelines, and shall satisfy all requirements necessary from
time to time to be disinterested directors under SEC
Rule 16b-3 and qualified outside directors
under Section 162(m) of the Internal Revenue Code and
related regulations. The members shall serve at the pleasure of
the full Board, but ordinarily shall be elected to the Committee
annually or as necessary to fill vacancies. The Committee shall
not delegate its responsibilities to any subcommittee. The Board
shall designate one of the Committee members as the chairperson.
Meetings and Reports
The Committee shall hold meetings as necessary to perform its
duties and responsibilities. The Committee shall periodically
report to the full Board regarding the performance of its duties
hereunder.
Funding
The Company will provide the Committee with the funding
appropriate to perform its duties and responsibilities in a
thorough and efficient manner. This may include, without
limitation, funding to retain a search firm to identify director
candidates and funding to retain compensation consultants to
assist in the design and implementation of compensation policies
that advance the Companys interests and objectives.
Duties
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1. |
Consider candidates submitted by directors, employees or
shareholders, or otherwise identified by the Committee, for
possible nomination to the Board. Review the qualifications of
and recommend to the full Board nominees for directors to be
submitted to shareholders for election at each annual meeting of
shareholders and nominees for election by the Board to fill
vacancies and newly created directorships. |
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2. |
Develop and recommend to the full Board guidelines and criteria
to determine the qualifications and effectiveness of directors. |
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3. |
Annually evaluate the compensation (and performance relative to
compensation) of the Chief Executive Officer and the
Companys other executive officers, and determine the
amounts and elements of total compensation to them consistent
with the Companys corporate goals and objectives and in
compliance with NASDAQ requirements for compensation committees.
Communicate in the annual Compensation Committee Report to
shareholders regarding these matters as required by SEC rules. |
A-1
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4. |
Periodically evaluate the terms and administration of the
Companys annual and long-term compensation and incentive
plans to assure that they are structured and administered in a
manner consistent with the Companys goals and objectives.
Approve the adoption or modification of any equity-related plans
and determine when it is necessary or desirable to submit these
matters to the full Board and/or to the Companys
shareholders. Authorize stock option grants to executives and
key employees, including the option exercise prices and vesting
schedules. |
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5. |
Periodically evaluate the compensation of directors, including
for service on Board committees and taking into account the
compensation of directors at other comparable companies. Make
recommendations to the full Board regarding any adjustments in
director compensation that the Committee considers appropriate. |
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6. |
Review and recommend committees and committee structure for the
Board, including committee assignments of directors. |
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7. |
Recommend performance criteria for the Board and review the
procedures, the effectiveness and the performance of the Board
as a whole, the individual directors and the Board committees,
including the performance of the Committee itself. |
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8. |
Review potential conflicts of interest and related party
transactions involving directors or executive officers of the
Company on an ongoing basis and approve related-party
transactions in advance, when appropriate. |
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9. |
Review and recommend corporate governance guidelines, practices
and policies of the Company. |
A-2
Appendix B
WEYCO GROUP, INC.
AUDIT COMMITTEE CHARTER
The Audit Committee consists of at least three (3) members
of the Board of Directors who are not employees of the Company.
The Audit Committees primary duties and responsibilities
are to: (1) monitor the integrity of the financial
statements of the Company, (2) monitor the compliance by
the Company with legal and regulatory requirements and
(3) oversee the independence and performance of the
Companys external auditors.
The members of the Audit Committee shall meet the independence
and experience requirements included in the listing requirements
of the Nasdaq Stock Market, Inc. The Audit Committee shall have
the authority to retain at the Companys expense special
legal, accounting or other consultants to advise the Committee.
The Audit Committee may request any employee of the Company or
the Companys outside counsel or independent auditor to
attend a meeting of the Committee or to meet with any members
of, or consultants to, the Committee.
The Audit Committee shall:
Review Procedures
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1. |
Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. |
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2. |
Review the Companys annual audited financial statements
with management and independent auditors prior to filing or
distribution. The review shall include major issues regarding
accounting and auditing principles and practices as well as the
adequacy of internal controls that could significantly affect
the Companys financial statements. |
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3. |
Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and judgments
made in connection with the preparation of the Companys
financial statements. |
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4. |
Review with management and independent auditor the
Companys quarterly financial statements prior to the
filing of its Form 10-Q. At a minimum, the Audit Committee
Chairman must participate in these reviews. |
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5. |
Meeting periodically with management to review the
Companys major financial risk exposures and the steps
management has taken to monitor and control such exposures. |
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6. |
Review major changes to the Companys auditing and
accounting principles and practices as suggested by the
independent auditor or management. |
Independent Auditors
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7. |
Recommend to the Board the appointment of the independent
auditors, who are ultimately accountable to the Audit Committee
and the Board. |
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8. |
Approve in advance the audit and permitted non-audit services to
be provided by, and the fees to be paid to the independent
auditor, subject to the deminimus exceptions to pre-approval
permitted by the rules of the SEC and Nasdaq for non-audit
services. |
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9. |
Receive periodic reports from the independent auditor regarding
the auditors independence, discuss such reports with the
auditor, and if so determined by the Audit Committee, recommend
that the Board take appropriate action to satisfy itself of the
independence of the auditor. |
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10. |
Evaluate together with the Board the performance of the
independent auditor and, if so determined by the Audit
Committee, replace the independent auditor. |
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11. |
Meet with the independent auditor prior to the audit to review
the planning and staffing of the audit. |
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12. |
Obtain from the independent auditor assurance that
Section 10A of the Securities Exchange Act of 1934 has not
been implicated. |
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13. |
Discuss with the independent auditor the matters required to be
discussed by Statement of Auditing Standards No. 61
relating to the conduct of the audit. |
B-1
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14. |
Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter
provided by the auditor and the Companys response to that
letter. Such review should include any difficulties encountered
in the course of the audit work, including any restrictions on
the scope of activities or access of required information. |
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15. |
On at least an annual basis, meet privately with the independent
public accountants to discuss any pertinent matters that they
feel should be discussed, including quality of management,
financial and accounting personnel, or determine if any
restrictions have been placed by management on the scope of
their examination, and assure the auditors of the
Committees availability for additional private discussions
if they feel them necessary. |
Other Audit Committee Responsibilities
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16. |
Review and approve the report required by the rules of the
Securities and Exchange Commission to be included in the
Companys annual proxy statement. |
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17. |
Review with the Companys General Counsel legal matters
that may have a material impact on the financial statements, the
Companys compliance policies and any material reports or
inquiries received from regulators or governmental agencies. |
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18. |
Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions. |
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19. |
Establish, review and maintain appropriate procedures for
handling complaints and concerns regarding accounting or
auditing matters as required by law. |
While the Audit Committee has the responsibilities and powers
set forth in this Charter, it is not the duty of the Audit
Committee to plan or conduct audits or to determine that the
Companys financial statements are complete and accurate
and are in accordance with generally accepted accounting
principles. This is the responsibility of management and the
independent auditor. See Section 17 of the Code of Business
Ethics there are some compliance responsibilities of
the Audit Committee and its Chairman.
B-2
Appendix C
WEYCO GROUP, INC.
2005 EQUITY INCENTIVE PLAN
1. Introduction.
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(a) |
Purposes. The purposes of the 2005 Equity Incentive Plan
are to provide a means to attract and retain talented personnel
and to provide to participating officers and other salaried
employees long-term incentives for high levels of performance
and for successful efforts to improve the financial performance
of the corporation. These purposes may be achieved through the
grant of options to purchase Common Stock of Weyco Group, Inc.,
Restricted Stock, Restricted Stock Units, and/or Performance
Shares, as described below. |
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(b) |
Effect on Prior Plan. If the 2005 Plan is approved by
shareholders, no further Awards will be granted under the Weyco
Group, Inc. 1997 Stock Option Plan (the 1997 Plan).
Options granted previously under the 1997 Plan will remain in
effect until they have been exercised or have expired. The
options shall be administered in accordance with their terms and
the 1997 Plan. |
2. Definitions.
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(a) |
1934 Act means the Securities Exchange Act of
1934, as it may be amended from time to time. |
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(b) |
Award means an Incentive Stock Option, Non-Qualified
Stock Option, Restricted Stock, Performance Unit or Performance
Share grant, as appropriate. |
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(c) |
Award Agreement means the agreement between the
Corporation and the Grantee specifying the terms and conditions
applicable to Awards granted thereunder. |
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(d) |
Board means the Board of Directors of Weyco Group,
Inc. |
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(e) |
Change of Control shall occur: (1) if any
person or group of persons (as defined in Section 13(d)(3)
of the Securities and Exchange Act of 1934 and regulations
thereunder), other than the group consisting of members of the
family of Thomas W. Florsheim and their descendants or trusts
for their benefit (the Florsheim Group), directly or
indirectly controls in excess of 15% of the voting power of the
outstanding common stock of the Corporation; (2) in the
event of the consolidation or merger of the Corporation with or
into another corporation or entity which is not a wholly owned
subsidiary of the Corporation; (3) in the event of the sale
or transfer of all or substantially all of the operating assets
of the Corporation; (4) in the event of the replacement of
a majority of the existing members of the Corporations
Board of Directors by persons not nominated by the Board of
Directors or the Florsheim Group, or (5) in the event of
any amendment to Section 2 of Article III of the
Corporations bylaws to enlarge the number of the directors
of the Corporation if the change was not supported by the
existing Board of Directors or the Florsheim Group. |
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(f) |
Code means the Internal Revenue Code of 1986, as it
may be amended from time to time. |
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(g) |
Committee means the Corporate Governance and
Compensation Committee of the Board, or any other committee the
Board may subsequently appoint to administer the Plan, as herein
described. |
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(h) |
Common Stock or Stock means the common
stock of the Corporation. |
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(i) |
Corporation means Weyco Group, Inc. |
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(j) |
Covered Employee means a person designated prior to
the grant of an Award of Restricted Stock , Restricted Stock
Units or Performance Shares, by the Committee who is or may be a
covered employee within the meaning of
Section 162(m)(3) of the Internal Revenue Code in the year
in which such Restricted Stock, Restricted Stock Units or
Performance Shares are taxable to such person. |
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(k) |
Disability means with respect to any Incentive Stock
Option, a permanent and total disability within the meaning of
Code Section 22(e)(3), and with respect to all other Awards
under the Plan, a medically determinable mental or physical
impairment which renders a Participant totally and presumably
permanently unable to continue in employment with the Company
and all Subsidiaries. The determination of disability shall be
made by the Committee in good faith, upon receipt of sufficient
competent medical advice from one or more individuals, selected
by the Committee, who are qualified to give professional medical
advice. |
C-1
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(l) |
Fair Market Value means for purposes of the Plan on
any date the average of the highest and lowest sale prices of
the stock on such date as reported by NASDAQ (the National
Association of Securities Dealers, Inc. Automatic Quotation
System) or, in the absence of reported sales on NASDAQ on said
date, the average of the closing bid and asked prices for the
stock on NASDAQ on said date. However, if at any time the Common
Stock is listed on any exchange, the Fair Market
Value shall be the average of the reported highest and
lowest prices at which shares are sold on such exchange on the
date the option is granted or, in the absence of reported sales
on the exchange on the date the option is granted, on the next
preceding date on which sales were reported.m |
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(m) |
Grant Date means the date on which an Award is
deemed granted, which shall be the date on which the Committee
authorizes the Award or such later date as the Committee shall
determine in its sole discretion. |
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(n) |
Grantee means an individual who has been granted an
Award. |
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(o) |
Incentive Stock Option means an option that is
intended to meet the requirements of Section 422 of the
Code and regulations thereunder. |
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(p) |
Non-Qualified Stock Option means an option other
than an Incentive Stock Option. |
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(q) |
Option means an Incentive Stock Option or
Non-Qualified Stock Option, as appropriate. |
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(r) |
Performance Goal means a performance goal
established by the Committee prior to the grant of any Award of
Restricted Stock, Restricted Stock Units or Performance Shares
that is based on the attainment of goals relating to one or more
of the following business criteria measured on an absolute basis
or in terms of growth or reduction: net income (pre-tax or
after-tax and with adjustments as stipulated), earnings per
share, return on equity, return on capital employed, return on
assets, return on tangible book value, operating income,
earnings before depreciation, interest, taxes and amortization
(EBDITA), loss ratio, expense ratio, increase in stock price,
total shareholder return, economic value added and operating
cash flow. With respect to Covered Employees, all Performance
Goals shall be objective performance goals satisfying the
requirements for performance-based compensation
within the meaning of Section 162(m)(4) of the Internal
Revenue Code and shall be established by the Committee within
the time prescribed by Section 162(m) of such Code and
related regulations. With respect to persons who are not Covered
Employees, the Committee may establish other subjective or
objective performance goals, including individual goals, which
it deems appropriate. |
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(s) |
Performance Share means an Award granted to a an
individual, as described in Article 16 herein. |
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(t) |
Plan means the Weyco Group, Inc. 2005 Equity
Incentive Plan as set forth herein, as it may be amended from
time to time. |
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(u) |
Rule 16b-3 means Rule 16b-3 promulgated
under the 1934 Act, and any future regulation amending or
superseding such regulation. |
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(v) |
Restricted Stock means shares of Common Stock which
are subject to restrictions established by the Committee. |
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(w) |
Restricted Stock Unit means an award granted to an
individual to issue shares of Common Stock in the future if
specified conditions established by the Committee are satisfied. |
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(x) |
Subsidiary means any corporation more than
50 percent of whose total combined voting stock of all
classes is held by the Corporation or by another corporation
qualifying as a Subsidiary within this definition. |
3. Shares Subject to Award.
Awards may be made under the Plan only with respect to the
number of shares of Common Stock which does not exceed
1,000,000 shares in the aggregate. For example, if
Performance Shares are issued with respect to
400,000 shares of Common Stock, then only
600,000 shares remain available for the purpose of making
other Awards under the Plan. No individual may be granted an
Award or Awards covering, in the aggregate, more than
90,000 shares in any calendar year. The aggregate number of
shares of Common Stock available under the Plan shall be subject
to adjustment as set forth in Article 17 hereunder. Shares
issued under the Plan may come from authorized but unissued
shares, from treasury shares held by the Corporation, from
shares purchased by the Corporation on an open market for such
purpose, or from any combination of the foregoing. If any Award
granted under this Plan is canceled, terminates, expires, or
lapses for any reason, any shares subject to such Award shall
again be available for the grant of an Award under the Plan.
C-2
4. Administration of the Plan.
4.1 The Committee. The Plan shall be administered by
the Corporate Governance and Compensation Committee of the Board
or by any other Committee appointed by the Board consisting of
not less than two (2) Directors and who are not employees
of the Corporation. The members of the Committee shall be
appointed from time to time by, and shall serve at the
discretion of, the Board of Directors. It is intended that at
all times, the Committee shall be comprised solely of Directors
who are both: (i) Non-Employee Directors, as defined in
Rule 16b-3; and (ii) Outside Directors, as defined in
Treas. Reg. 1.162-27.
4.2 Authority of Committee. The
Committee shall have full and final authority, in its
discretion, but subject to the express provisions of the Plan to:
(a) grant Awards, to determine the terms of each Award, the
individuals to whom, the number of shares subject to, and the
time or times at which, Awards shall be granted;
(b) interpret the Plan;
(c) prescribe, amend and rescind rules and regulations
relating to the Plan;
(d) determine the terms and provisions of the respective
agreements (which need not be identical) by which Awards shall
be evidenced;
(e) cancel with the consent of the holder outstanding
Awards and to grant new Awards, as appropriate, in substitution
therefore;
(f) make all other determinations deemed necessary or
advisable for the administration of the Plan;
(g) require withholding from or payment by a Grantee of any
federal, state or local taxes;
(h) impose, on any Grantee, such additional conditions,
restrictions and limitations upon exercise and retention of
Awards as the Committee shall deem appropriate;
(i) treat any Grantee who retires as a continuing employee
for purposes of the Plan; and
(j) modify, extend or renew any Award previously granted.
4.3 Committee of Procedures. Any
action of the Committee with respect to the administration of
the Plan shall be taken pursuant to a majority vote or by the
unanimous written consent of its members. The Committee may
delegate all or any part of its responsibilities and powers to
any executive officer or officers of the Corporation selected by
it. Any such delegation may be revoked by the Board or by the
Committee at any time.
4.4 Decisions Binding. All
determinations and decisions made by the Committee pursuant to
the provisions of the Plan and all related orders or resolutions
of the Board of Directors shall be final, conclusive, and
binding on all persons, including the Corporation, its
stockholders, employees, Plan participants, and their estates
and beneficiaries.
5. Option Participation.
Options may be granted to directors, officers and salaried
employees of the Corporation and any of its Subsidiaries;
provided, however that a maximum of 1,000,000 shares of
Common Stock may be issued pursuant to the exercise of Incentive
Stock Options. In selecting the individuals to whom Options
shall be granted, as well as in determining the number of
Options granted, the Committee shall take into consideration
such factors as it deems relevant to accomplish the purposes of
the Plan. A Grantee may, if he is otherwise eligible, be granted
an additional Option or Options if the Committee shall so
determine.
6. Granting of Options.
The officers of the Corporation are authorized and directed,
upon receipt of notice from the Committee of the granting of an
Option, (or other Award), to sign and deliver on behalf of the
Corporation, by mail or otherwise, to the Grantee an Option (or
other Award) upon the terms and conditions specified under the
Plan and in the form of the Award Agreement. The Award Agreement
shall be dated and signed by an officer of the Corporation as of
the date of approval of the granting of an Option (or other
Award) by the Committee. If the Grantee fails to sign and return
the Award Agreement, by delivery or by mailing, within
30 days after the date of its delivery or mailing to him,
the Option grant (or other Award) may be deemed withdrawn.
7. Option Price.
The purchase price of the Common Stock covered by each Option
shall be not less than the Fair Market Value of such Stock on
the Grant Date. Such price shall be subject to adjustment as
provided in Article 17 hereof.
C-3
8. Option Designation.
At the time of the grant of each Option, the Committee shall
designate the Option as (a) an Incentive Stock Option or
(b) a Non-Qualified Stock Option, as described in Sections
(a) and (b) below, respectively.
(a) Incentive Stock Options: Any Option designated
as an Incentive Stock Option shall comply with the requirements
of Section 422 of the Code, including the requirement that
incentive stock options may only be granted to individuals who
are employed by the Corporation, a parent or a subsidiary
corporation of the Corporation. If an Option is so designated,
the Fair Market Value (determined as of the Grant Date) of the
shares of Stock with respect to which that and any other
Incentive Stock Option first becomes exercisable during any
calendar year under this Plan or any other stock option plan of
the Corporation or its affiliates shall not exceed $100,000;
provided, however, that the time or times of exercise of an
Incentive Stock Option may be accelerated pursuant to
Article 11, 12 or 17 hereof, and, in the event of such
acceleration, such Incentive Stock Option shall be treated as a
Non-Qualified Option to the extent that the aggregate Fair
Market Value (determined as of the Grant Date) of the shares of
stock with respect to which such Option first becomes
exercisable in the calendar year (including Options under this
Plan and any other Plan of the Corporation or its affiliates)
exceeds $100,000, the extent of such excess to be determined by
the Committee taking into account the order in which the Options
were granted, or such other factors as may be consistent with
the requirements of Section 422 of the Code and rules
promulgated thereunder. Furthermore, no Incentive Stock Option
shall be granted to any individual who, immediately before the
Option is granted, directly or indirectly owns (within the
meaning of Section 425(d) of the Code, as amended) shares
representing more than 10% of the total combined voting power of
all classes of stock of the Corporation or its subsidiaries,
unless, at the time the option is granted, and in accordance
with the provisions of Section 422, the option price is
110% of the Fair Market Value of shares of Stock subject to the
Option and the Option must be exercised within 5 years of
the Grant Date.
(b) Non-Qualified Stock Options: All Options not
subject to or in conformance with the additional restrictions
required to satisfy Section 422 shall be designated
Non-Qualified Stock Options.
9. Non-transferability of Options.
Any Option granted hereunder shall, by its terms, be
non-transferable by a Grantee other than by will or the laws of
descent and shall be exercisable during the Grantees
lifetime solely by the Grantee or the Grantees duly
appointed guardian or personal representative. Notwithstanding
the foregoing, the Committee may permit a Grantee to transfer a
Non-Qualified Stock Option to a family member or a trust or
partnership for the benefit of a family member, in accordance
with rules established by the Committee.
10. Substituted Options.
In the event the Committee cancels any Option granted under this
Plan, and a new Option is substituted therefore, the Grant Date
of the canceled Option (except to the extent inconsistent with
the restrictions described in Article 8(a), if applicable)
shall be the date used to determine the earliest date for
exercising the new substituted Option under Article 11
hereunder so that the Grantee may exercise the substituted
Option at the same time as if the Grantee had held the
substituted Option since the Grant Date of the canceled Option.
11. Exercise and Term of Option.
The Committee shall have the power to set the time or times
within which each Option shall be exercisable, and to accelerate
the time or times of exercise, provided that no Option granted
under this Plan may be exercised prior to shareholder approval
of the Plan. No Option may be exercised if in the opinion of
counsel for the Corporation the issuance or sale of Stock or
payment of cash by the Corporation, as appropriate, pursuant to
such exercise shall be unlawful for any reason, nor after the
expiration of 10 years from the Grant Date. In no event
shall the Corporation be required to issue fractional shares
upon the exercise of an Option. Although the Corporation intends
to exert its best efforts so that the Stock purchasable upon the
exercise of an Option, when it first comes exercisable, will be
registered under, or exempt from the registration requirements
of, the federal Securities Act of 1933 (the Act) and
any applicable state securities laws, if the exercise of an
Option would otherwise result in the violation by the
Corporation of any provision of the Act or of any state
securities law, the Company may require that such exercise be
deferred until the Corporation has taken appropriate action to
avoid any such violation.
12. Effect of Termination of Employment, Disability or
Death.
Unless otherwise provided herein or in a specific Option
Agreement which may provide longer or shorter periods of
exercisability, no Option shall be exercisable after the
expiration of the earliest of
(i) in the case of an Incentive Stock Option:
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(1) |
10 years from the date the option is granted, or five years
from the date the option is granted to an individual owning
(after the application of the family and other attribution rules
of |
C-4
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Section 424(d) of the Code) at
the time such option was granted, more than 10% of the total
combined voting power of all classes of stock of the Corporation,
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(2) |
three months after the date the
Grantee ceases to perform services for the Corporation or its
Subsidiaries, if such cessation is for any reason other than
death, Disability, or cause,
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(3) |
one year after the date the Grantee
ceases to perform services for the Corporation or its
Subsidiaries, if such cessation is by reason of death or
Disability, or
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(4) |
the date the Grantee ceases to
perform services for the Corporation or its Subsidiaries, if
such cessation is for cause, as determined by the Board or the
Committee in its sole discretion;
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(5) |
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(ii) in the case of a Nonqualified Stock Option:
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(1) |
10 years from the date of grant, |
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(2) |
ninety days after the date the Grantee ceases to perform
services for the Corporation or its Subsidiaries, if such
cessation is for any reason other than death, Disability or
cause, |
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(3) |
one year after the date the Grantee ceases to perform services
for the Corporation or its Subsidiaries, if such cessation is by
reason of death or Disability, or |
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(4) |
the date the Grantee ceases to perform services for the
Corporation or its Subsidiaries, if such cessation is for cause,
as determined by the Board or the Committee in its sole
discretion; |
provided, that, unless otherwise provided in a specific grant
agreement or determined by the Committee, an Option shall only
be exercisable for the periods above following the date an
optionee ceases to perform services to the extent the option was
exercisable on the date of such cessation. For purposes of this
Article, termination shall be deemed to have been for cause if
such termination shall have been for misconduct or negligence by
Grantee in the performance of his duties. Notwithstanding the
foregoing, no Option shall be exercisable after the date of
expiration of its term. In the event of Grantees death,
the person or persons to whom the Option is transferred by will
or the laws of descent and distribution shall be the person or
persons who may exercise the Option to the extent the Grantee
was entitled to do so.
13. Method of Exercise.
To the extent that the right to purchase shares pursuant to an
Option has accrued hereunder, such Option may be exercised from
time to time by written notice to the Corporation stating the
number of shares being purchased and accompanied by the payment
in full of the Option price for such shares. Such payment shall
be made in cash or, with the approval of the Committee, by
delivery of outstanding shares of the Common Stock which the
Grantee, the Grantees spouse or both have beneficially
owned for at least six months prior to the time of exercise, or
in combinations thereof. If shares of Common Stock are used in
part or full payment for the shares to be acquired upon exercise
of the Option, such shares shall be valued for the purpose of
such exchange as of the date of exercise of the Option at the
Fair Market Value of the shares.
14. Restricted Stock Awards.
The Committee may, in its discretion, grant Restricted Stock to
directors, officers and salaried employees of the Corporation
and any of its subsidiaries. Restricted Stock Awards may consist
of shares issued subject to forfeiture if specified conditions
are not satisfied (Restricted Stock Shares) or
agreements to issue shares of Common Stock in the future if
specified conditions are satisfied (Restricted Stock
Units). The Committee may condition the grant of
Restricted Stock upon the attainment of Performance Goals so
that the grant qualifies as performance-based
compensation within the meaning of Section 162(m) of
the Code. The Committee may also condition the grant of
Restricted Stock Awards upon such other conditions, restrictions
and contingencies as the Committee may determine. The provisions
of Restricted Stock Awards need not be the same with respect to
each recipient. Restricted Stock Awards shall be subject to the
following terms and conditions:
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Each Restricted Stock Award shall be confirmed by, and be
subject to the terms of, an Award Agreement identifying the
restrictions applicable to the Award. |
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Until the applicable restrictions lapse or the conditions are
satisfied, the Grantee shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber the Restricted Stock
Award. |
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Except to the extent otherwise provided in the applicable Award
Agreement and (d) below, the portion of the Restricted
Stock Award still subject to restriction shall be forfeited by
the Grantee upon termination of the Grantees service for
any reason. |
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In the event of hardship or other special circumstances of a
Grantee whose service is terminated (other than for cause), the
Committee may waive in whole or in part any or all remaining
restrictions with respect to such Grantees Restricted
Stock Award. |
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If and when the applicable restrictions lapse on Restricted
Stock, unlegended certificates for such shares shall be
delivered to the Grantee. |
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A Grantee receiving an Award of Restricted Stock shall have all
of the rights of a shareholder of the Corporation, including the
right to vote the shares and the right to receive any cash
dividends. Unless otherwise determined by the Committee, cash
dividends shall be paid in cash and dividends payable in stock
shall be paid in the form of additional Restricted Stock Shares. |
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A Grantee receiving an Award of Restricted Stock Units shall not
be deemed the holder of any shares covered by the Award, or have
any rights as a shareholder with respect thereto, until such
shares are issued to him/her. |
15. Withholding.
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The Corporation shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy Federal, state, and local taxes
(including the Grantees FICA obligation) required by law
to be withheld with respect to any taxable event arising or as a
result of this Plan. |
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With respect to withholding required upon the exercise of
Options, upon the lapse of restrictions on Restricted Stock or
upon any other taxable event hereunder, Grantees may elect,
subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the
Corporation withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the minimum statutory
total tax which could be imposed on the transaction.
Notwithstanding the foregoing, in the case of a Grantee subject
to the reporting requirements of Section 16(a) of the
1934 Act, no such election shall be effective unless made
in compliance with any applicable requirements of
Rule 16b-3. |
16. Performance Shares.
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Grant of Performance Shares. Subject to the terms of the
Plan, Performance Shares may be granted to directors, officers
and salaried employees at any time and from time to time, as
shall be determined by the Committee. |
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Value of Performance Shares. Each Performance Share shall
have an initial value equal to the Fair Market Value of a share
of Common Stock on the date of grant. The Committee shall set
Performance Goals in its discretion which, depending on the
extent to which they are met, will determine the number of
Performance Shares that will be paid out to Grantees. The time
period during which the Performance Goals must be met shall be
called a Performance Period. |
16.3 Earning of Performance Shares. After the applicable
Performance Period has ended, the Grantee shall be entitled to
receive payout on the number of Performance Shares earned by the
Grantee over the Performance Period, to be determined as a
function of the extent to which the corresponding Performance
Goals have been achieved.
16.4 Form and Timing of Payment of Performance Shares.
Payment of earned Performance Shares shall be made in a single
lump sum, within forty-five (45) calendar days following
the close of the applicable Performance Period, in the form of
shares of Common Stock, which have an aggregate Fair Market
Value equal to the value of the earned Performance Shares at the
close of the applicable Performance Period.
16.5 Non-transferability. Performance Shares may not be
sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution. Further a Grantees rights under the Plan
shall be exercisable during the Grantees lifetime only by
the Grantee or the Grantees legal representative.
17. Effect of Change in Stock Subject to Plan.
In the event of a reorganization, recapitalization, stock split,
stock dividend, merger, consolidation, rights offering or like
transaction, the Committee shall make or provide for such
adjustments, including without limitation, to any applicable
Performance Goals, to the number of and class of shares which
may be delivered under the Plan, and to the number and class of
and/or price of shares subject to outstanding Awards granted
under the Plan as it may, in its discretion, deem to be
equitable; provided, however, in the event of the merger
C-6
or consolidation of the Corporation with or into another
corporation or corporations in which the Corporation is not the
surviving corporation, the adoption of any plan for the
dissolution of the Corporation, or the sale or exchange of all
or substantially all the assets of the Corporation for cash or
for shares of stock or other securities of another corporation,
all Awards shall be deemed fully vested, exercised and/or
payable, as the case may be, and, in lieu of any other transfer
of cash or property hereunder with respect to Options,
Performance Shares and Restricted Stock Units, cash equal to the
amount, if any, which would otherwise have been attained as a
result of such deemed vesting, exercise and/or payment event
shall be paid to the Grantee.
Notwithstanding anything to the contrary, in the event a Change
in Control should occur, all Awards granted hereunder to a
Grantee shall become immediately vested and, in the case of
Options, exercisable and, in the case of Restricted Stock Units
and Performance Shares, payable upon the later of the date of
the Change in Control or six months after the date the
respective Award was granted.
18. No Employment or Retention Agreement Intended.
Neither the establishment of, nor the awarding of Awards under
this Plan shall be construed to create a contract of employment
or service between any Grantee and the Corporation or its
subsidiaries; nor does it give any Grantee the right to
continued service in any capacity with the Corporation or its
subsidiaries or limit in any way the right of the Corporation or
its subsidiaries to discharge any Grantee at any time and
without notice, with or without cause, or to any benefits not
specifically provided by this Plan, or in any manner modify the
Corporations right to establish, modify, amend or
terminate any profit sharing or retirement plans. Transfer of an
employee from the Corporation to a Subsidiary or from a
Subsidiary to the Corporation or another Subsidiary shall not be
a termination of employment or an interruption of continuous
employment for the purposes of the Plan.
19. Shareholder Rights.
Grantee shall not, by reason of any Options, Restricted Stock
Units or Performance Shares granted hereunder, have any right of
a shareholder of the Corporation with respect to the shares
covered by his Options, Restricted Stock Units or Performance
Shares until shares of Stock have been issued to him.
20. Controlling Law.
The law of the State of Wisconsin, except its law with respect
to choice of law, shall be controlling in all matters relating
to the Plan.
21. Indemnification.
In addition to such other rights of indemnification as they may
have, the members of the Committee and other Corporation
employees administering the Plan and the Board members shall be
indemnified by the Corporation against the reasonable expenses,
including attorneys fees actually and necessarily incurred
in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken
or failure to act under or in connection with the Plan or any
Award granted thereunder, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Corporation) or paid
by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such
member acted in bad faith in the performance of his duties;
provided that within 20 days after institution of any such
action, suit or proceeding, the member shall in writing offer
the Corporation the opportunity, at its own expense, to handle
and defend the same.
22. Use of Proceeds.
The proceeds from the sale of shares of Common Stock pursuant to
Options granted under the Plan shall constitute general funds of
the Corporation.
23. Amendment of the Plan.
The Board may from time to time amend, modify, suspend or
terminate the Plan; provided, however, that no such action shall
be made without shareholder approval where such change would be
required in order to comply with Rule 16b-3 or the Code.
24. Effective Date of Plan.
The Plan shall become effective on the date approved by the
shareholders of the Corporation (the Effective Date).
C-7
25. Termination of the Plan.
The Plan shall terminate ten years following the Effective Date,
and no Awards shall be granted after such date under the Plan;
provided, however, that the Plan shall terminate at such earlier
time as the Board may determine. Any such termination, either
partially or wholly, shall not affect any Awards then
outstanding under the Plan.
C-8
ANNUAL MEETING OF SHAREHOLDERS OF
WEYCO GROUP, INC.
Common
April 26, 2005
COMMON STOCK
Please date, sign and mail
your
proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated
line and mail in the envelope provided.
ê
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
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Election of Directors for their respective terms. |
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NOMINEES: |
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FOR ALL NOMINEES |
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Thomas W. Florsheim, Jr. Robert Feitler
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WITHHOLD AUTHORITY FOR ALL NOMINEES |
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FOR ALL EXCEPT (See instructions below)
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INSTRUCTION:
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To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the circle
next to each nominee you wish to withhold, as shown here: l |
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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Proposal to approve the Weyco Group, Inc. 2005 Equity Incentive Plan. |
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The shares represented by this proxy will be voted for Proposal 1 and Proposal 2 if no instructions to the contrary is indicated or if no direction is given. |
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. |
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Signature of
Shareholder |
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Date: |
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Signature of Shareholder |
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Date: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Common
COMMON STOCK
PROXY
WEYCO GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W. Florsheim or either of them,
proxies with full power of substitution, to vote at the Annual Meeting of Shareholders of Weyco
Group, Inc. (the Company) to be held on April 26, 2005 at 10:00 A. M., local time and at any
adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Common
Stock of the Company held or owned by the undersigned as directed on the reverse, and in their
discretion upon such other matters as may come before the meeting.
(To be Signed on Reverse Side)
14475
ANNUAL MEETING OF SHAREHOLDERS OF
WEYCO GROUP, INC.
Class B
April 26, 2005
CLASS B COMMON STOCK
Please date, sign and mail
your
proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated
line and mail in the envelope provided.
ê
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
1. |
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Election of Directors for their respective terms. |
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NOMINEES: |
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FOR ALL NOMINEES |
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Thomas W. Florsheim, Jr. Robert Feitler
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WITHHOLD AUTHORITY FOR ALL NOMINEES |
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FOR ALL EXCEPT (See instructions below)
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INSTRUCTION:
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To withhold authority to vote for any
individual nominee(s), mark FOR ALL EXCEPT and fill in the circle
next to each nominee you wish to withhold, as shown here: l |
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
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Proposal to approve the Weyco Group, Inc. 2005 Equity Incentive Plan. |
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The shares represented by this proxy will be voted for Proposal 1 and Proposal 2 if no instructions to the contrary is indicated or if no direction is given. |
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. |
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Signature of
Shareholder |
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Signature of Shareholder |
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Date: |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Class B
CLASS B COMMON STOCK
PROXY
WEYCO GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W. Florsheim or either of them,
proxies with full power of substitution, to vote at the Annual Meeting of Shareholders of Weyco
Group, Inc. (the Company) to be held on April 26, 2005 at 10:00 A. M., local time and at any
adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Common
Stock of the Company held or owned by the undersigned as directed on the reverse, and in their
discretion upon such other matters as may come before the meeting.
(To be Signed on Reverse Side)
14475