SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
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o Preliminary
Proxy Statement |
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o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy
Statement |
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o Definitive
Additional Materials |
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o Soliciting
Material Pursuant to Section 240.14a-11c or Section 240.14a-12 |
Blair Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
BLAIR CORPORATION
Warren, Pennsylvania
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS OF
BLAIR CORPORATION
to be held on Thursday, April 21, 2005
To The Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders
of Blair Corporation, a Delaware corporation, will be held at
The Library Theatre, 302 Third Avenue West, Warren,
Pennsylvania, on Thursday, April 21, 2005, at 11:00 a.m.,
for the following purposes:
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1. |
To elect twelve directors to serve for a term of one year and
until their successors are elected and qualified; |
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2. |
To ratify the appointment of Ernst & Young LLP as
independent public accountants of Blair Corporation for the year
2005; and |
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3. |
To transact such other business as may lawfully come before the
meeting or any adjournments thereof. |
The Board of Directors has fixed the close of business on
March 4, 2005 as the record date for the determination of
stockholders entitled to notice of and to vote at the meeting,
or any postponements or adjournments thereof.
To assure that your shares are represented at the meeting,
please date, sign and return the enclosed proxy. A postage-paid,
self-addressed envelope is enclosed for your convenience in
returning the proxy. If you decide to attend the meeting, you
may revoke the proxy at any time before it is voted.
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Daniel R. Blair
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Secretary |
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| Dated: |
March 21, 2005
Warren, Pennsylvania |
TABLE OF CONTENTS
BLAIR CORPORATION
Warren, Pennsylvania
March 21, 2005
PROXY STATEMENT
Solicitation and Voting of Proxies
This Proxy Statement solicits proxies on behalf of the
management of Blair Corporation (the “Company”) for
use at the Annual Meeting of Stockholders of the Company, to be
held at 11:00 a.m. on Thursday, April 21, 2005, at The
Library Theatre, 302 Third Avenue West, Warren, Pennsylvania.
The Company’s principal executive offices are located at
220 Hickory Street, Warren, Pennsylvania 16366.
Under Delaware law, any person giving a proxy pursuant to this
solicitation may revoke it at any time before it is voted by
filing a written notice of revocation with the Secretary of the
Company, by delivering to the Company a duly executed proxy
bearing a later date, or by attending the Annual Meeting and
voting in person.
The shares represented by proxies received by the Company’s
management will be voted at the meeting, or at any adjournment
thereof, in accordance with the specifications made therein. If
no specifications are made on a proxy card, it will be voted FOR
the nominees listed on the proxy card and FOR the other matters
specified on the proxy card. Proxies, which are not voted, will
not be counted toward establishing a quorum. Stockholders should
note that while broker non-votes and votes for ABSTAIN will
count toward establishing a quorum, passage of any proposal
considered at the Annual Meeting will occur only if a sufficient
number of votes are cast FOR the proposal. Accordingly, votes to
ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved.
Other than the matters listed on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no
additional matters that will be presented for consideration at
the Annual Meeting. Execution of the proxy card, however,
confers on the designated proxies’ discretionary authority
to vote the shares of Common Stock in accordance with their best
judgment on such other business, if any, that may properly come
before the Annual Meeting or any adjournments thereof.
A copy of the 2004 Annual Report of the Company, including
financial statements and a description of the Company’s
operations for 2004 accompanies this Proxy Statement, but is not
incorporated in this Proxy Statement by this reference. This
Proxy Statement, Notice of Meeting and the enclosed proxy card
are first being mailed to stockholders on or about
March 21, 2005.
Voting Securities
The securities, which may be voted at the Annual Meeting,
consist of shares of common stock of the Company, par value $.01
(“Common Stock”), with each share entitling its owner
to one vote on all matters to be voted on at the Annual Meeting.
There is no cumulative voting for the election of directors.
The Board of Directors has fixed the close of business on
March 4, 2005 as the record date (the “Record
Date”) for the determination of stockholders of record
entitled to notice of and to vote at the Annual Meeting and at
any adjournments thereof. As reported by the transfer agent,
there were 8,242,176 shares of the Company’s Common Stock
outstanding as of the Record Date.
The presence at the Annual Meeting, in person or by proxy, of
the holders of a majority of the shares of Common Stock
outstanding on the Record Date will constitute a quorum. In the
event there are insufficient votes for a quorum or to approve or
ratify any proposal at the time of the Annual Meeting, the
Annual Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors the enclosed proxy card enables
a stockholder to vote FOR the election of the nominees proposed
by the Board, or to WITHHOLD AUTHORITY to vote for one or more
of the nominees being proposed. Under Delaware law and the
Company’s bylaws, directors are elected by a majority of
votes cast, without regard to either (i) broker non-votes;
or (ii) proxies as to which authority to vote for one or more of
the nominees being proposed is withheld.
As to the ratification of Ernst & Young LLP as independent
auditors of the Company and all other matters that may properly
come before the Annual Meeting, by checking the appropriate box
a stockholder may (i) vote FOR the item; (ii) vote AGAINST
the item; or (iii) ABSTAIN from voting on such item. Under
the Company’s bylaws, all such matters shall be determined
by a majority of the votes cast without regard to either
(a) broker non-votes; or (b) proxies marked ABSTAIN as
to that matter.
Proxies solicited hereby will be returned to the Company’s
transfer agent and will be tabulated by inspectors of election
designated by the Company who will not be employed by or be
directors of the Company or any of its affiliates. After the
final adjournment of the Annual Meeting the proxies will be
returned to the Company for safekeeping.
PRINCIPAL HOLDERS OF COMMON STOCK
(a) Security Ownership of Certain Beneficial Owners.
The table below sets forth information as of the Record Date
with respect to each person and institution known to the
Company’s management to be the beneficial owner of more
than five percent (5%) of the outstanding shares of the
Company’s Common Stock.
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| Name and Address |
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Amount and Nature of |
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Percent |
| of Beneficial Owner |
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Beneficial Ownership |
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of Class* |
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Opportunity — Santa Monica Group
1865 Palmer Avenue
Larchmont, NY 10538 |
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685,600(1 |
) |
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8.32 |
% |
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 |
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669,700(2 |
) |
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8.13 |
% |
The PNC Financial Services Group, Inc.
249 5th Avenue
Pittsburgh, PA 15222 |
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500,509(3 |
) |
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6.07 |
% |
Loeb
61 Broadway
New York, NY 10006 |
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498,947(4 |
) |
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6.05 |
% |
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* |
For purposes of calculating the percent of class ownership,
the figure used for the amount of outstanding Common Stock is
8,242,176, which amount represents the figure reported as
outstanding by the transfer agent as of the Record Date. |
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| (1) |
Opportunity — Santa Monica Group is comprised of Santa
Monica Partners Opportunity Fund L.P. (“SMPOP”) and
Santa Monica Partners, L.P. (“SMP”) are both New York
limited partnerships, and Santa Monica Partners Asset Management
LLC and SMP Asset Management LLC, both Delaware limited
liability companies, act as general partner for SMPOP and SMP,
respectively. Their principal business address is 1865 Palmer
Avenue, Larchmont, NY 10538. Mr. Phillip Goldstein is
deemed to be the beneficial owner of 339,100 shares of Company
Common Stock, Mr. Dakos is deemed to be the beneficial
owner of 38,800 shares of Company Common Stock and
Mr. Lawrence Goldstein is deemed to be the owner of 307,700
shares of Company Common Stock. The aggregate amount of shares
of Company Common Stock owned is 685,600. |
The above information was provided to the U.S. Securities
and Exchange Commission in a Schedule 13D filed on
February 14, 2005 by Opportunity — Santa Monica
Group.
2
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| (2) |
Dimensional Fund Advisors, Inc. (“Dimensional”), a
registered investment advisor, is deemed to have beneficial
ownership of 669,700 shares of the Company’s Common Stock
as of December 31, 2004, all of which shares are held in
portfolios of four registered investment companies for which
Dimensional serves as investment advisor and certain other
investment vehicles, including co-mingled group trusts and
separate accounts for which Dimensional serves as investment
manager. The portfolios own all of the shares and Dimensional
disclaims beneficial ownership of all such shares. |
The above information was provided to the U.S. Securities
and Exchange Commission in a Schedule 13G filed on
February 9, 2005 by Dimensional Fund Advisors, Inc.
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PNC Bank, N.A., a wholly-owned subsidiary of PNC Bancorp, Inc.,
which is itself a wholly-owned subsidiary of PNC Financial
Services Group, Inc., is deemed to have beneficial ownership of
500,509 shares of the Company’s Common Stock as of
December 31, 2004. |
The above information was provided to the U.S. Securities
and Exchange Commission in a Schedule 13G filed on
February 10, 2005 by PNC Financial Services Group.
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| (4) |
Loeb consists of seven entities, (1) Loeb Arbitrage Fund
(“LAF”), a New York limited partnership and a
registered broker-dealer, (2) Loeb Arbitrage Management
(“LAM”), a Delaware corporation and the general
partner of LAF, (3) Loeb Partners Corporation
(“LPC”), a Delaware corporation and registered
broker-dealer, (4) Loeb Holding Corporation
(“LHC”), a Maryland corporation and the sole
stockholder of LAM and LPC, (5) Loeb Offshore Fund, Ltd.
(“LOF”), a Cayman Islands exempted company,
(6) Loeb Offshore Management, LLC (“LOM”), a
Delaware limited liability company and a registered investment
advisor, is wholly owned by LHC and is LOF’s and
LMOF’s investment advisor, (7) Loeb Marathon Fund
(“LMF”), a Delaware limited partnership whose general
partner is LAM, and (8) Loeb Marathon Offshore Fund, Ltd.
(“LMOF”), a Cayman Islands exempted company. Together
Loeb own 498,947 shares of the Company’s Common Stock as of
January 19, 2005, including 13,497 shares of Common Stock
purchased for the account of one customer of LPC as to which it
has investment discretion. |
The above information was provided to the U.S. Securities
and Exchange Commission in a Schedule 13D filed on
January 19, 2005 by Loeb Partners Corporation.
3
(b) Security Ownership of Management. The following
table sets forth, as of the Record Date, certain information
with respect to Common Stock owned beneficially by each director
and nominee for election as a director, the named executive
officers included below under “Executive
Compensation,” and by all current directors and executive
officers of the Company as a group.
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Number of Shares |
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| Name of |
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and Nature of |
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Percent |
| Beneficial Owner |
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Beneficial Ownership(1) |
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of Class** |
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Steven M. Blair
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34,725 |
(2)(3)(4) |
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* |
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Robert D. Crowley
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33,851 |
(2)(3) |
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* |
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Harriet Edelman
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2,825 |
(5) |
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* |
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Cynthia A. Fields
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1,325 |
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* |
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Bryan J. Flanagan
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17,349 |
(3)(8) |
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* |
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John O. Hanna
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12,600 |
(2) |
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* |
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Craig N. Johnson
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6,150 |
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* |
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Murray K. McComas
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52,225 |
(2)(5) |
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* |
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Thomas P. McKeever
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40,240 |
(3)(9) |
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* |
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Ronald L. Ramseyer
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2,575 |
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* |
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Randall A. Scalise
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19,060 |
(2)(3) |
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* |
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Michael A. Schuler
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1,500 |
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* |
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John E. Zawacki
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100,626 |
(2)(3) |
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1.22 |
% |
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All directors and executive officers as a group (includes 23
persons)
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487,916 |
(2)(3)(5)(6)(7)(8)(9) |
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5.92 |
% |
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** |
For purposes of calculating the percent of class ownership,
the figure used for the amount of outstanding Common Stock is
the number of shares of Common Stock reported as outstanding by
the transfer agent as of the Record Date. |
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| (1) |
Unless otherwise indicated, each person has sole voting and
investment power with respect to the shares beneficially owned. |
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| (2) |
The share totals include the following shares of Common Stock
held by and for the benefit of members of the immediate families
of certain nominees and executive officers, as to which the
indicated nominees and executive officers have no voting or
investment power, beneficial interest in which is disclaimed by
such nominees and executive officers: Steven M. Blair (7,500
shares), Robert D. Crowley (13,034 shares), John O. Hanna (2,600
shares), Murray K. McComas (980 shares), Randall A. Scalise (450
shares) and John E. Zawacki (22,500 shares). |
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| (3) |
The share totals include the following shares of Common Stock
underlying stock options granted by the Company, which are
exercisable now or within 60 days of the Record Date:
Steven M. Blair (5,200 shares), Robert D. Crowley (10,067
shares), Bryan J. Flanagan (10,000 shares), Thomas P. McKeever
(13,200 shares), Randall A. Scalise (4,134 shares) and John E.
Zawacki (54,396 shares) and all directors and executive officers
listed as a group (148,291 shares). |
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| (4) |
Steven M. Blair is not related to Daniel R. Blair, the Company
Secretary. |
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| (5) |
The share totals include the following shares, which were
deferred pursuant to the Company’s Stock Accumulation and
Deferred Compensation Plan for non-management directors: Harriet
Edelman (2,075 shares) and Murray K. McComas (1,500 shares). |
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| (6) |
The share totals include 2,700 shares of Common Stock, which are
held by or for the benefit of members of the immediate families
of executive officers of the Company not identified individually
in this chart, as to which such executive officers have no
voting or investment power, beneficial interest in which is
disclaimed by such executive officers. |
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| (7) |
Such share totals include an aggregate of 575 shares of Common
Stock jointly owned by certain of the directors and executive
officers with their spouses. |
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| (8) |
Includes 1,250 shares of Company Common Stock held by
Mr. Flanagan as co-trustee of the Bryan J. Flanagan
Revocable Trust. |
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| (9) |
Includes 4,250 shares of Company Common Stock, which
Mr. McKeever holds in an IRA. |
5
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
One of the purposes of the meeting is to elect twelve directors
to serve until the next Annual Meeting of Stockholders and until
their successors have been elected and qualified. The persons
named in the proxy intend to vote the proxy for the election as
directors the nominees named below. If, however, any nominee is
unwilling or unable to serve as a director, which is not now
expected, the persons named in the proxy reserve the right to
vote for such other person as may be nominated by management.
Directors will be elected by a majority of the votes cast at the
Annual Meeting.
The table below sets forth the name of each nominee for election
as a director and the nominee’s age, position with the
Company, business experience and principal occupation during the
past five years, and family relationships with other directors.
All of the nominees were elected as directors at the
Company’s 2004 Annual Meeting of Stockholders.
The Board of Directors recommends the election of each
nominee for director listed below.
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Business |
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Position with |
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Director |
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Experience During |
| Name |
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Age |
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Company |
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Since |
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Past Five Years |
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Steven M. Blair
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61 |
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Director and
Vice President
(Customer Services) |
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1986 |
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Vice President (Customer Services) for the past five years. |
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Robert D. Crowley
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55 |
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Director and
Senior Vice President (Menswear, Home, and Marketing Services) |
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1994 |
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Senior Vice President (Menswear, Home, and Marketing Services),
July 2002 – present; Manager and Vice President, Blair
Payroll LLC, 2002 – present; Vice President
(Menswear), June 1981 – July 2002. |
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Harriet Edelman
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49 |
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Director |
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2001 |
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Member of Executive Committee, April 2004 –
present; Director, Hershey Foods Corp., April 2003 –
present; Senior Vice President, Business Transformation and
Chief Information Officer, Avon Products, Inc., New York, NY,
January 2000 – present. |
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Cynthia A. Fields
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55 |
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Director |
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2003 |
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Director, Boston Proper, June 2001 – present;
President, CFC Consulting, June 2001 – present;
President and Chief Executive Officer, Victoria’s Secret
Direct, September 1987 – May 2000. |
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Business |
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Position with |
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Director | |
Experience During |
| Name |
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Age | |
Company |
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Since | |
Past Five Years |
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Bryan J. Flanagan (1)
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52 |
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Director,
Senior Vice President,
and Chief Financial
Officer |
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2002 |
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Chief Financial Officer, June 2002 – present; Senior
Vice President, July 2002 – present; Manager and
Treasurer, Blair Payroll LLC, April 2003 – present.
Chief Financial Officer and Chief Operating Officer, Mattress
Discounters Corporation, Upper Marlboro, MD, July
2000 – November 2001; Senior Vice President (Financial
Operations), Security Capital Group Inc., El Paso, TX, June
1995 – June 2000. |
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John O. Hanna
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73 |
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Director |
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1992 |
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Member of Executive Committee, January 2000 – present;
Director, JLB Service Bank, August 2003 – present;
Chairman of the Board of Directors, Northwest Bancorp, Inc.,
Warren, PA, July 2001 – July 2003; Director, President
and Chief Executive Officer, Northwest Bancorp, Inc., Warren,
PA, November 1994 – July 2001; Chairman, Northwest
Savings Bank, Warren, PA, July 1998 – July 2003;
Director, Jamestown Savings Bank, Jamestown, NY, November
1995 – present; President and Chief Executive Officer,
Jamestown Savings Bank, Jamestown, NY, July 1998 –
July 2003. |
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Craig N. Johnson
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63 |
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Chairman of the Board |
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1997 |
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Chairman of the Board, April 2003 – present; Member of
Executive Committee, January 2000 – present; Managing
Director and Partner, Glenthorne Capital, Inc., Philadelphia,
PA, February 1994 – February 2002. |
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Murray K. McComas
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68 |
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Director |
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1977 |
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Member of Executive Committee 1987 – 2003; Chairman of
the Board, April 1987 – April 2003. |
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Business |
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Position with |
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Director | |
Experience During |
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Age | |
Company |
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Since | |
Past Five Years |
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Thomas P. McKeever
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56 |
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Director and
Senior Vice President
(Operations and
Administration) |
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1994 |
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Senior Vice President (Operations and Administration), July
2002 – present; Vice President (Corporate Affairs and
Human Resources), January 1997 – July 2002; Director,
Blair Holdings, Inc., September 1996 – September 2001;
Manager and Vice President, Blair Payroll LLC, May
2000 – present. |
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Ronald L. Ramseyer
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62 |
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Director |
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2001 |
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Executive Vice President – Chief Marketing Officer,
Casual Male Retail Group, Inc., Canton, MA, March
2005 – present; Consultant – strategic
planning & multi-channel marketing, December
2002 – March 2005; President of Direct Marketing, Bass
Pro Shops, Springfield, MO, April 2001 – November
2002; President and Chief Executive Officer, Macy’s By
Mail, Inc., September 1997 – March 2001. |
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Michael A. Schuler
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55 |
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Director |
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2003 |
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President and Chief Executive Officer, Westny Building Products
Co., December 2003 – present; President and Chief
Executive Officer, Donerail Investments, Ltd., Bradford, PA,
March 2001 – December 2003; Chairman of Audit
Committee, National City Corporation, Cleveland, OH
2000 – 2002; Board Member, Audit Committee Member,
Public Policy Committee Member, National City Corporation,
Cleveland, OH, 1996 – 2002; Chairman, President and
Chief Executive Officer, Zippo Manufacturing Co., Bradford, PA,
September 1986 – March 2001. |
8
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Business |
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Position with |
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Director | |
Experience During |
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Age | |
Company |
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Since | |
Past Five Years |
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John E. Zawacki
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56 |
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Director, President,
and Chief Executive
Officer |
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1988 |
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President and Chief Executive Officer, December 1999 –
present; Member of Executive Committee 1996 – present;
Manager and President, Blair Payroll LLC, May 2000 –
present. |
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| (1) |
Bryan J. Flanagan’s previous employer, Mattress Discounters
Corporation, filed for Chapter 11 bankruptcy protection in
October 2002, approximately one year after his departure from
the company. |
The table below sets forth the name of each executive officer of
the Company not listed above, his or her age, position with the
Company and business experience during the past five years:
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Executive |
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Business |
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Position with |
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Officer |
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Experience During |
| Name |
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Age |
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Company |
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Since |
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Past Five Years |
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Daniel R. Blair
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36 |
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Corporate Secretary |
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2003 |
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|
Corporate Secretary, April 2003 – present; Corporate
Human Resources Representative for the past five years. |
|
David N. Elliott
|
|
|
51 |
|
|
Senior Vice President (Womenswear) |
|
|
2004 |
|
|
Senior Vice President (Womenswear), July 2004 –
present; Vice President and General Merchandising Manager, Ross
Simons, Cranston, RI, January 2003 – July 2004;
Executive Vice President, Merchandising and Product Development,
Petals, Inc., Tarrytown, NY, 1994 – 2003. |
|
Mark J. Espin
|
|
|
49 |
|
|
Vice President (Womenswear) |
|
|
1999 |
|
|
Vice President (Womenswear), for the past five years. |
|
John A. Lasher
|
|
|
53 |
|
|
Vice President (Advertising) |
|
|
1987 |
|
|
Vice President (Advertising) for the past five years; Director,
Blair Holdings, Inc., September 1993 – present;
President, Blair Holdings, Inc., September 2001 –
present. |
|
Marsha D. Maier
|
|
|
55 |
|
|
Vice President (Menswear) |
|
|
2002 |
|
|
Vice President (Menswear), July 2002 – present;
Assistant Vice President (Menswear), April 1995 – July
2002. |
9
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Executive | |
|
Business |
| |
|
|
|
Position with |
|
Officer | |
|
Experience During |
| Name |
|
Age | |
|
Company |
|
Since | |
|
Past Five Years |
| |
|
| |
|
|
|
| |
|
|
|
Jeffrey H. Parnell
|
|
|
43 |
|
|
Vice President (Marketing) |
|
|
2000 |
|
|
Vice President (Marketing), May 2004 – present; Vice
President (E-commerce), September 2000 – May 2004;
Chief Executive Officer, Eximious, Inc. and Eximious, Ltd.,
Northfield, IL and London, U.K., November 1998 –
August 2000. |
|
Michael A. Rowe
|
|
|
50 |
|
|
Chief Information Officer and
Vice President
(Information Services) |
|
|
2000 |
|
|
Chief Information Officer, July 2002 – present; Vice
President (Information Services), January 2000 –
present. |
|
Randall A. Scalise
|
|
|
50 |
|
|
Vice President (Fulfillment) |
|
|
1993 |
|
|
Vice President (Fulfillment) for the past five years. |
|
James H. Smith
|
|
|
58 |
|
|
Vice President (Corporate Facilities Planning) |
|
|
1995 |
|
|
Vice President (Corporate Facilities Planning) for the past five
years. |
|
Lawrence R. Vicini
|
|
|
56 |
|
|
Vice President (International Trade) |
|
|
1992 |
|
|
Vice President (International Trade) for the past five years;
Director and President, Blair International Holdings, Inc.,
December 2000 – present; Director, Blair
International, Ltd., January 2001 – present; Director,
Blair International Singapore Pte. Ltd., January
2001 – present. |
|
Stephen P. Wiedmaier
|
|
|
53 |
|
|
Vice President
(Credit Management) |
|
|
1998 |
|
|
Vice President (Credit Management) for the past five years;
President and Chief Executive Officer, JLB Service Bank, August
2003 – present; President and Director, Blair Credit
Services Corporation, December 2000 – present;
President and Director, Blair Factoring Company, December
2000 – June 2004. |
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities and Exchange Act of 1934
(the “Exchange Act”) requires the Company’s
officers (as defined in regulations promulgated by the
Securities and Exchange Commission (“SEC”)
thereunder), directors and persons who own more than ten percent
(10%) of a registered class of the Company’s equity
securities to file reports of ownership and changes in ownership
with the SEC. Officers, directors and greater than ten percent
(10%) shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership
furnished to the Company or written representations that no
forms were necessary the Company believes that during the past
fiscal year its
10
officers and directors complied with all filing requirements,
with the exception of Lewis Shapiro who inadvertently did not
report one transaction on a timely basis. The Company does not
have any greater than ten percent (10%) beneficial owners.
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about the Company’s
Common Stock that may be issued upon the exercise of options,
warrants and rights under all existing equity compensation plans
as of December 31, 2004.
Equity Compensation Plan Information
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
(c) | |
| |
|
(a) | |
|
(b) | |
|
Number of Securities | |
| |
|
Number of Securities | |
|
Weighted Average | |
|
Remaining Available | |
| |
|
to be Issued Upon | |
|
Exercise Price of | |
|
for Future Issuance | |
| |
|
Exercise of | |
|
Outstanding | |
|
Under Equity Compensation | |
| |
|
Outstanding Options, | |
|
Options, Warrants | |
|
Plans (Excluding Securities | |
| Plan Category |
|
Warrants and Rights | |
|
and Rights | |
|
Reflected in Column (a)) | |
| |
|
| |
|
| |
|
| |
|
Equity Compensation Plans Approved by Stockholders
|
|
|
220,809 |
|
|
$ |
21.85 |
|
|
|
562,914 |
|
|
Equity Compensation Plans Not Approved by Stockholders
|
|
|
–0– |
|
|
|
— |
|
|
|
–0– |
|
| |
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
220,809 |
|
|
$ |
21.85 |
|
|
|
562,914 |
|
EXECUTIVE COMPENSATION
The following table summarizes the compensation earned by and
awarded to the Company’s chief executive officer, John E.
Zawacki, and its four most highly compensated executive officers
other than Mr. Zawacki, for all services rendered to the
Company during 2004 and for each of the previous two years.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Long-Term | |
|
|
| |
|
|
|
|
|
Compensation | |
|
|
| |
|
|
|
Annual Compensation | |
|
| |
|
|
| |
|
|
|
| |
|
Restricted | |
|
Securities | |
|
|
| Name and |
|
|
|
|
|
Other Annual | |
|
Stock | |
|
Underlying | |
|
All Other | |
| Principal Position |
|
Year | |
|
Salary(1) | |
|
Bonus(2) | |
|
Compensation(3) | |
|
Awards(4) | |
|
Options(5) | |
|
Compensation(6) | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
John E. Zawacki
|
|
|
2004 |
|
|
$ |
490,148 |
|
|
$ |
179,480 |
|
|
$ |
111,895 |
|
|
$ |
411,243 |
|
|
|
— |
|
|
$ |
40,501 |
|
|
President and CEO
|
|
|
2003 |
|
|
|
461,499 |
|
|
|
108,194 |
|
|
|
5,155 |
|
|
|
69,225 |
|
|
|
26,502 |
|
|
|
34,339 |
|
| |
|
|
2002 |
|
|
|
424,684 |
|
|
|
158,391 |
|
|
|
72,779 |
|
|
|
96,525 |
|
|
|
26,502 |
|
|
|
39,367 |
|
|
Bryan J. Flanagan
|
|
|
2004 |
|
|
|
302,724 |
|
|
|
100,789 |
|
|
|
18,851 |
|
|
|
56,265 |
|
|
|
— |
|
|
|
23,936 |
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
287,067 |
|
|
|
65,311 |
|
|
|
17,830 |
|
|
|
34,613 |
|
|
|
15,000 |
|
|
|
40,640 |
|
|
And CFO(7)
|
|
|
2002 |
|
|
|
142,790 |
|
|
|
60,840 |
|
|
|
67,892 |
|
|
|
94,116 |
|
|
|
— |
|
|
|
4,217 |
|
|
Thomas P. McKeever
|
|
|
2004 |
|
|
|
288,425 |
|
|
|
95,139 |
|
|
|
193,293 |
|
|
|
141,128 |
|
|
|
— |
|
|
|
23,203 |
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
273,505 |
|
|
|
62,255 |
|
|
|
4,977 |
|
|
|
34,613 |
|
|
|
15,000 |
|
|
|
18,814 |
|
|
(Operations and
|
|
|
2002 |
|
|
|
246,573 |
|
|
|
80,641 |
|
|
|
36,046 |
|
|
|
48,263 |
|
|
|
9,600 |
|
|
|
26,519 |
|
|
Administration)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert D. Crowley
|
|
|
2004 |
|
|
|
288,425 |
|
|
|
96,028 |
|
|
|
91,728 |
|
|
|
141,128 |
|
|
|
— |
|
|
|
23,678 |
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
273,505 |
|
|
|
56,755 |
|
|
|
38,540 |
|
|
|
34,613 |
|
|
|
15,000 |
|
|
|
23,781 |
|
|
(Menswear, Home and
|
|
|
2002 |
|
|
|
245,526 |
|
|
|
79,970 |
|
|
|
22,888 |
|
|
|
32,191 |
|
|
|
6,201 |
|
|
|
30,897 |
|
|
Marketing Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Randall A. Scalise
|
|
|
2004 |
|
|
|
240,862 |
|
|
|
62,574 |
|
|
|
65,076 |
|
|
|
24,805 |
|
|
|
— |
|
|
|
19,775 |
|
|
Vice President
|
|
|
2003 |
|
|
|
228,645 |
|
|
|
36,219 |
|
|
|
40,278 |
|
|
|
10,725 |
|
|
|
6,201 |
|
|
|
16,977 |
|
|
(Fulfillment)
|
|
|
2002 |
|
|
|
221,241 |
|
|
|
46,109 |
|
|
|
58,761 |
|
|
|
18,182 |
|
|
|
6,201 |
|
|
|
19,926 |
|
|
|
| (1) |
No directors’ fees are paid to any management member of the
Board of Directors. |
| |
| (2) |
On January 19, 2004, the Compensation Committee approved an
incentive award schedule for fiscal year 2004. Executive
officers were eligible to receive awards equal to a percentage
of their salary income for 2004. The base payout goal for 2004
was $16,800,000, such that no incentive |
11
|
|
|
awards would be received unless the Company’s income before
income taxes equaled or exceeded this threshold figure. The
income before income taxes in 2004 was $23,366,647.
Consequently, the incentive compensation was paid by the Company
to its executive officers in 2005 for fiscal year 2004.
Incentive compensation was paid by the Company to its executive
officers in 2004 for 2003 and in 2003 for 2002. |
|
|
| (3) |
The figure for 2004 includes the sum of (i) amounts
reimbursed to the named executive officers for the payment of
taxes on restricted stock awards and the underlying vesting of
shares, (ii) interest imputed on the deferred payment for
restricted stock not yet fully paid for by the named executive
officers, (iii) with respect to shares purchased by the
named executive officers through the exercise of nonqualified
stock options, the dollar value of the difference between the
price paid by the named executive officers and the fair market
value of such security at the date of purchase, and
(iv) amounts paid out to compensate the named executive
officers for personal days, of which employee is entitled to
five, not utilized during the year. |
| |
| (4) |
The figures for restricted stock awards made prior to July 2002
under the Omnibus Plan include the dollar value of the
difference between the purchase price to be paid by the named
executive officer for stock and the fair market value of the
stock on the date of grant. The purchase price for shares
purchased prior to July 2002 under the Omnibus Plan is paid over
time out of cash dividends, when and if declared and paid by the
Company. The Company received no cash at the time the shares
were purchased although the participant received the rights to
receive dividends and vote the shares at that time. Awarded
shares are subject to repurchase by the Company for the
dividends, which have been paid toward the purchase price, if
the participant’s employment with the Company terminates
for reasons other than death, retirement, termination without
cause, or disability. For stock received under the Employee
Stock Purchase Plan (“ESPP”) or the Omnibus Plan prior
to July 2002 there is no vesting schedule and vesting occurs
when the stock received is fully paid. Full payment will vary,
therefore, depending upon changes to the Company’s dividend
policy from year to year. Dividends are paid on all shares of
restricted stock received pursuant to the ESPP or the Omnibus
Plan prior to July 2002 as and when dividends are declared by
the Company with respect to all of its outstanding Common Stock. |
|
|
| |
Aggregate restricted stock award holdings and related amount
owed at the end of 2004 for each of the named executive officers
were: |
| |
|
|
|
|
|
|
|
|
| (1) |
|
|
|
|
| Name |
|
Number of Shares |
|
Amount Owed |
| |
|
|
|
|
| |
|
(as of 12/31/04) |
|
John E. Zawacki
|
|
|
15,000 |
|
|
$ |
69,300 |
|
|
Bryan J. Flanagan
|
|
|
5,000 |
|
|
|
32,500 |
|
|
Thomas P. McKeever
|
|
|
9,750 |
|
|
|
44,250 |
|
|
Robert D. Crowley
|
|
|
6,100 |
|
|
|
27,980 |
|
|
Randall A. Scalise
|
|
|
4,804 |
|
|
|
21,284 |
|
|
|
|
|
| |
(1) |
The information provided in this table is also included in the
Executive Compensation table above and is broken out here for
the reader’s convenience. |
|
|
|
| |
After July 2002, the Company no longer issues stock subject to
deferred payment for employee stock purchases by named executive
officers at less than the fair market value of the stock
pursuant to the Omnibus Plan. Accordingly, the figure for 2002
includes the full value of the stock grants received after July
2002 under the Omnibus Plan. The figure for 2004 includes the
value of stock grants received pursuant to restricted stock
awards made to the named executive officers during 2004 under
the Omnibus Plan. |
| |
| |
Restricted stock awards were made in 2004 under the
Company’s Omnibus Plan. In addition, in February of 2004,
the Company entered a restricted stock award agreement with
certain of the |
12
|
|
| |
executive officers whereby awards made under the Omnibus Plan
are subject to matching grants to the extent an executive
officer purchases shares during the vesting period at fair
market value. The awards and the matching grant each vest over a
five-year period, commencing in 2005. The 2004 issuance is
described more fully below under “Report of the
Compensation Committee.” |
|
|
| (5) |
Pursuant to the 2000 Omnibus Stock Plan, in 2003 and 2002 the
Company issued nonqualified stock options to certain eligible
Participants. |
| |
| (6) |
Includes the Company’s contributions made for the benefit
and on behalf of the named executive officer under the following: |
|
|
|
| |
A. |
Life Insurance — The dollar value of premiums for
term life insurance paid by the Company for the benefit of each
of the named executive officers is: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
|
|
|
| Name |
|
2002 | |
|
2003 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
John E. Zawacki
|
|
$ |
1,060 |
|
|
$ |
1,139 |
|
|
$ |
1,924 |
|
|
Bryan J. Flanagan
|
|
|
364 |
|
|
|
657 |
|
|
|
668 |
|
|
Thomas P. McKeever
|
|
|
545 |
|
|
|
1,157 |
|
|
|
1,176 |
|
|
Robert D. Crowley
|
|
|
544 |
|
|
|
619 |
|
|
|
675 |
|
|
Randall A. Scalise
|
|
|
309 |
|
|
|
324 |
|
|
|
400 |
|
|
|
|
|
| |
(1) |
The information provided in this table is also included in the
Executive Compensation table above and is broken out here for
the reader’s convenience. |
|
|
|
|
| |
B. |
The Company’s Profit Sharing and 401(k) Plan — |
The Company’s Profit Sharing
and 401(k) Plan has two components, a savings component, and a
profit sharing component. Under the savings component, which is
available to all eligible employees of the Company with six
(6) months of service, the Company matches employees’
401(k) contributions to the Plan of one percent (1%) to five
percent (5%) of their salary. After January 1, 2002,
Employee Contributions and the Matching Employer Contributions
are always one hundred percent (100%) vested. Amounts allocated
to the named executive officers are $10,000 in each of 2002 and
2003 and $10,250 in 2004, for each of John E. Zawacki, Robert D.
Crowley, Thomas P. McKeever and Randall A. Scalise; and $10,000
in 2003 and $10,250 in 2004 for Bryan J. Flanagan. The amounts
for 2002 do not include the amounts of overpayments that were
subsequently refunded to each person after the year end. The
amounts of the overpayments are as follows: John E. Zawacki
($2,243 in 2002), Robert D. Crowley ($2,280 in 2002), Thomas P.
McKeever ($2,334 in 2002) and Randall A. Scalise ($766 in 2002).
Under the 2004 profit sharing
component of the Company’s Profit Sharing and 401(k) Plan,
which covers all eligible employees of the Company with one or
more years of service, the Company contributed ten percent (10%)
of its “adjusted net income,” as defined in the Plan,
to the Plan’s trust fund. Amounts contributed by the
Company to the trust fund are allocated among participating
employees based on salary and years of service to the Company,
but allocations to the executive officers listed in this table
are limited to $40,000 for 2002 and 2003 and $41,000 for 2004
(adjusted to take into account cost-of-living adjustments
provided for under Section 415(d) of the Internal Revenue Code
since 1986). The amounts allocated are
13
invested in accordance with the instructions of the individual
Plan participants in investments approved by the Plan trustees.
Amounts allocated to the named executive officers are:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
|
|
|
| Name |
|
2002 | |
|
2003 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
John E. Zawacki
|
|
$ |
7,620 |
|
|
$ |
4,868 |
|
|
$ |
5,631 |
|
|
Bryan J. Flanagan
|
|
|
— |
|
|
|
4,796 |
|
|
|
5,549 |
|
|
Thomas P. McKeever
|
|
|
7,583 |
|
|
|
4,844 |
|
|
|
5,604 |
|
|
Robert D. Crowley
|
|
|
7,620 |
|
|
|
4,868 |
|
|
|
5,631 |
|
|
Randall A. Scalise
|
|
|
7,613 |
|
|
|
4,863 |
|
|
|
5,625 |
|
|
|
|
|
| |
(1) |
The information provided in this table is also included in the
Executive Compensation table above and is broken out here for
the reader’s convenience. |
|
|
|
|
| |
C. |
Benefit Restoration Plans — The following
amounts were earned under the Company’s benefit restoration
plans to compensate the named executive officers for benefits
not otherwise paid under the savings component of the
Company’s Profit Sharing and 401(k) Plan due to limitations
imposed by tax law: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
|
|
|
| Name |
|
2002 | |
|
2003 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
John E. Zawacki
|
|
$ |
11,234 |
|
|
$ |
13,075 |
|
|
$ |
15,165 |
|
|
Bryan J. Flanagan
|
|
|
— |
|
|
|
4,353 |
|
|
|
4,935 |
|
|
Thomas P. McKeever
|
|
|
2,334 |
|
|
|
3,675 |
|
|
|
4,091 |
|
|
Robert D. Crowley
|
|
|
2,280 |
|
|
|
3,675 |
|
|
|
4,972 |
|
|
Randall A. Scalise
|
|
|
766 |
|
|
|
1,348 |
|
|
|
2,641 |
|
|
|
|
|
| |
(1) |
The information provided in this table is also included in the
Executive Compensation table above and is broken out here for
the reader’s convenience. |
|
|
|
| |
The following amounts were earned under the Company’s
benefit restoration plans to compensate the named executive
officers for benefits not otherwise paid under the profit
sharing component of the Company’s Profit Sharing and
401(k) Plan due to limitations impacted by tax law: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
|
|
|
| Name |
|
2002 | |
|
2003 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
John E. Zawacki
|
|
$ |
8,237 |
|
|
$ |
6,144 |
|
|
$ |
7,530 |
|
|
Bryan J. Flanagan
|
|
|
— |
|
|
|
2,012 |
|
|
|
2,533 |
|
|
Thomas P. McKeever
|
|
|
1,636 |
|
|
|
1,689 |
|
|
|
2,081 |
|
|
Robert D. Crowley
|
|
|
1,595 |
|
|
|
1,689 |
|
|
|
2,150 |
|
|
Randall A. Scalise
|
|
|
472 |
|
|
|
469 |
|
|
|
859 |
|
|
|
|
|
| |
(1) |
The information provided in this table is also included in the
Executive Compensation table above and is broken out here for
the reader’s convenience. |
|
|
|
| |
The above-stated amounts under the Company’s benefit
restoration plans to compensate the named executive officers for
benefits not otherwise paid under both the profit sharing and
savings components of the Company’s Profit Sharing and
401(k) Plan were paid by the Company to the named executive
officers in 2005 for 2004, in 2004 for 2003 and in 2003 for 2002. |
14
|
|
|
| |
D. |
Temporary Housing and Transportation Expenses — The
amount for Mr. Flanagan includes amounts related to
temporary housing and transportation expenses provided as a
condition of his employment in the amount of $23,729 for 2003
and $3,853 for 2002. |
|
|
|
| |
E. |
Severance — Mr. Flanagan has a severance
arrangement with the Company that provides for eighteen
(18) months of his then current salary in the event of his
involuntary separation with the company for other than material
cause, retirement or death. Based on Mr. Flanagan’s
current compensation, his severance payment would be $437,268. |
(7) Mr. Flanagan was not an executive officer of the
Company prior to 2002.
Stock Option Grants
The 2000 Omnibus Stock Plan, (the “Omnibus Plan”),
which is administered by the Compensation Committee (the
“Committee”), permits the grant of awards to officers,
directors, employees and consultants of the Company or of any of
the Company’s affiliates (each, a “Participant”).
The Committee may grant to eligible Participants awards of
incentive stock options or nonqualified stock options; provided,
however, that awards of incentive stock options shall be limited
to employees of the Company or of any parent or subsidiary of
the Company. The Company granted no incentive stock options or
nonqualified stock options during the Company’s last fiscal
year.
The following table provides certain information with respect to
the number of shares of Common Stock represented by outstanding
options held by the named executive officers as of
December 31, 2004. Also reported are the values for
“in-the-money” options, which represent the positive
spread between the exercise price of any such existing stock
options and the year-end price of the Common Stock.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number of Securities | |
|
|
| |
|
Underlying Unexercised | |
|
Value of Unexercised | |
| |
|
Options on | |
|
In the Money Options on | |
| |
|
December 31, 2004 | |
|
December 31, 2004(2) | |
| (1) |
|
| |
|
| |
| Name |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
| |
|
| |
|
| |
|
| |
|
| |
|
John E. Zawacki
|
|
|
36,728 |
|
|
|
26,502 |
|
|
$ |
585,381 |
|
|
$ |
357,600 |
|
|
Bryan J. Flanagan
|
|
|
5,000 |
|
|
|
10,000 |
|
|
|
60,300 |
|
|
|
120,600 |
|
|
Thomas P. McKeever
|
|
|
5,000 |
|
|
|
13,200 |
|
|
|
60,300 |
|
|
|
172,952 |
|
|
Robert D. Crowley
|
|
|
3,000 |
|
|
|
12,067 |
|
|
|
36,180 |
|
|
|
154,416 |
|
|
Randall A. Scalise
|
|
|
-0- |
|
|
|
6,201 |
|
|
|
-0- |
|
|
|
83,672 |
|
|
|
|
|
| |
(1) |
The information provided in this table is also included in the
Executive Compensation table above and is broken out here for
the reader’s convenience. |
|
| |
| |
(2) |
Based on the market value of the underlying Common Stock at
December 31, 2004 ($35.66) minus the relevant exercise
price (either $17.10, $19.30, or $23.60). |
|
15
Long Term Compensation Program
The following table summarizes the awards made to named
executive officers in the last completed fiscal year under the
Company’s Long Term Compensation Program (the
“Program”):
Long-Term Compensation Program — Awards in
Last Fiscal Year
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Estimated Future Payouts under |
| |
|
|
|
Non-Stock Price-Based Plans(4)(5) |
| |
|
|
|
|
| (a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
| |
|
Number of Shares, |
|
Performance or |
|
|
|
|
|
|
| |
|
Units or Other |
|
Other Period Until |
|
|
|
|
|
|
| |
|
Rights |
|
Maturation or |
|
Threshold |
|
Target |
|
Maximum |
| Name |
|
(#)(1)(2) |
|
Payment(3) |
|
($) |
|
($) |
|
($) |
| |
|
|
|
|
|
|
|
|
|
|
|
John E. Zawacki
|
|
|
6,775 |
|
|
|
3 years |
|
|
$ |
138,875 |
|
|
$ |
277,750 |
|
|
$ |
555,500 |
|
|
Bryan J. Flanagan
|
|
|
2,325 |
|
|
|
3 years |
|
|
|
45,575 |
|
|
|
91,150 |
|
|
|
182,300 |
|
|
Thomas P. McKeever
|
|
|
2,325 |
|
|
|
3 years |
|
|
|
45,575 |
|
|
|
91,150 |
|
|
|
182,300 |
|
|
Robert D. Crowley
|
|
|
2,325 |
|
|
|
3 years |
|
|
|
45,575 |
|
|
|
91,150 |
|
|
|
182,300 |
|
|
Randall A. Scalise
|
|
|
1,025 |
|
|
|
3 years |
|
|
|
19,871 |
|
|
|
39,741 |
|
|
|
79,482 |
|
|
|
| (1) |
The number of shares reflected in this column have already been
awarded under the Program and are reflected in the Executive
Compensation table above. |
| |
| (2) |
Pursuant to a matching award component of the Program, Messrs.
Zawacki, McKeever and Crowley received 6,775, 2,325 and 2,325
shares, respectively. |
| |
| (3) |
The period reflected in this column applies only to the dollar
amounts in columns (d), (e) and (f). |
| |
| (4) |
The dollar amounts in columns (d), (e) and
(f) represent amounts that may be earned, if any, pursuant
to the Program, by the named executive officers over the next
three years only if certain goals set at the initiation of the
Program are met. |
| |
| (5) |
The Compensation Committee, in its sole discretion, may elect to
award shares, cash or a combination of both. |
Change in Control Severance Agreements
John Zawacki and each of the named Executive Officers have a
Change in Control Severance Agreement with the Company. The
agreements are for a term of three years and will be extended by
the Board of Directors of the Company for an additional year
upon each annual anniversary date of the date of the agreement
such that the remaining term is three years. The agreements
provide that at any time within three years following a change
in control of the Company, if the Company terminates the
executive’s employment with the Company for any reason
other than death, disability, retirement, or “cause”
(as defined in the agreements), or the executive voluntarily
terminates his employment following demotion, loss of title,
office, significant authority or responsibility, any material
reduction in compensation or benefits, or relocation of his
principal place of employment, the executive will be entitled to
receive a payment in an amount equal to three times (two times
for Mr. Scalise) his respective base annual salary in effect
immediately prior to the Change in Control or his termination
(whichever is greater) plus the greater of (a) the
executive’s average annual incentive bonus over the
previous three years or (b) the higher of the target
incentive bonus in the year of the Change in Control or the year
of termination. In addition, the agreements grant Messrs.
Zawacki, Flanagan, McKeever and Crowley the right to walk-away
from the Company in the thirteenth month following a Change in
Control rather than accept a demotion, loss of title, office,
significant authority or responsibility, any material reduction
in compensation or benefits. The agreements also provide for the
acceleration of vesting of any stock options or stock awards,
the payment of three times (two times for Mr. Scalise) the
amount of any target award under the Program and the
continuation of certain life and medical insurance coverage,
retirement and out placement benefits. In addition, the Company
will make “gross-
16
up” payments to the executive if any payments or benefits
to be made under the agreement are subject to excise tax.
COMMITTEES OF THE BOARD OF DIRECTORS
During 2004, the Board of Directors held seven meetings. Each
nominee for election to the Board of Directors attended more
than 75 percent of the total number of meetings of the
Board of Directors and the total number of meetings of all
committees of the Board on which he or she served. All the
members of the Board of Directors attended the prior year’s
annual meeting. While the Company does not have a policy with
regard to board members’ attendance at annual meetings, the
Company strongly encourages such attendance.
The Board of Directors has the following standing committees
which met during fiscal year 2004: Executive Committee,
Subsidiary Oversight Committee, Nominating and Corporate
Governance Committee, Audit Committee, and Compensation
Committee.
Executive Committee
The Company has a standing Executive Committee of the Board of
Directors which held seven meetings during 2004. The Executive
Committee of the Board of Directors consists of John O. Hanna,
Craig N. Johnson, Harriet Edelman and John E. Zawacki.
Subsidiary Oversight Committee
The Company has a standing Subsidiary Oversight Committee that
was established in 2004 and held two meetings in 2004. The
Subsidiary Oversight Committee serves as an overseer of the
Company’s subsidiaries, monitoring the propriety of
transactions, accounting entries and ongoing operations of each
subsidiary through regular reports from representatives of each
subsidiary. The Subsidiary Oversight Committee consists of John
E. Zawacki, Bryan J. Flanagan, Thomas P. McKeever, Robert D.
Crowley and Michael A. Schuler.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, which
consists of Cynthia A. Fields, Murray K. McComas, Ronald L.
Ramseyer and Michael A. Schuler, held three meetings during
2004. All members of the Nominating and Corporate Governance
Committee are “independent” as that term is defined by
the American Stock Exchange. The Nominating and Corporate
Governance Committee is responsible for considering and
recommending the nominees for director to stand for election at
the Company’s Annual Meeting of Stockholders, as well as
recommending director candidates in the interim and reviewing
recommendations of nominees for executive officer positions. In
addition, the Nominating and Corporate Governance Committee is
responsible for developing, recommending, reviewing and
evaluating various corporate governance principles and practices.
Effective March 23, 2004, the Nominating and
Corporate Governance Committee adopted a Nominating and
Corporate Governance Committee charter. A copy of the Nominating
and Corporate Governance Committee charter is available on the
Company’s website: www.blair.com.
The Company does not have a policy with regard to the
consideration of any director candidates recommended by security
holders. The Board of Directors believes a policy specific to
candidates recommended by security holders is not necessary
because the Board follows the same evaluation procedures whether
directors or stockholders recommend a candidate.
In identifying and evaluating nominees for director, the
Nominating and Corporate Governance Committee considers whether
the candidate has the highest ethical standards and integrity
and sufficient education, experience and skills necessary to
understand and wisely act upon the complex issues that arise in
managing a publicly-held company. The Nominating and Corporate
Governance Committee
17
will annually assess the qualifications, expertise, performance
and willingness to serve of existing directors. If at this time
or at any other time during the year the Nominating and
Corporate Governance Committee determines a need to add a new
director with specific qualifications or to fill a vacancy on
the Board, an “independent director,” within the
meaning of the American Stock Exchange and SEC rules, designated
by the Nominating and Corporate Governance Committee, will then
initiate the search, working with staff support and seeking
input from other directors and senior management, and
considering any nominees previously submitted by stockholders.
The Nominating and Corporate Governance Committee will identify
an initial slate of candidates satisfying the qualifications set
forth above. The Nominating and Corporate Governance Committee
will then determine if other directors or senior management have
relationships with the candidates and can initiate contacts. To
the extent feasible, all of the members of the Nominating and
Corporate Governance Committee will evaluate the prospective
candidates. Evaluations and recommendations of the Nominating
and Corporate Governance Committee will be submitted to the
whole Board for final evaluation. The Board will meet to
consider such information and to select candidates for election
or appointment to the Board.
Audit Committee
The Audit Committee consists of Harriet Edelman, John O. Hanna,
Craig N. Johnson, and Michael A. Schuler. All members of the
Audit Committee are “independent” as that term is
defined by the American Stock Exchange. The Audit Committee
assists the Board of Directors in fulfilling its
responsibilities concerning corporate accounting, the reporting
practices of the Company and the integrity and quality of
financial reports of the Company. Michael A. Schuler is the
“Audit Committee Financial Expert” as that term is
defined in Item 401(h) of Regulation S-K. The Audit
Committee met six times during 2004.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors (the
“Committee”) adopted a revised written charter on
February 25, 2004. The Committee will reassess the adequacy
of the Committee charter on a periodic basis.
In accordance with its written charter the Committee assists the
Board of Directors by fulfilling its responsibility for
oversight of the quality and integrity of the accounting,
auditing and financial reporting practices of the Company.
In discharging its oversight responsibility as to the audit
process, the Committee obtained from the Company’s
independent auditors a formal written statement describing all
relationships between the auditors and the Company that might
bear on the auditors’ independence consistent with
Independence Standards Board Standard No. 1,
“Independence Discussions with Audit Committees,”
discussed with the auditors any relationships that may impact
their objectivity and independence, and satisfied itself as to
the auditors’ independence.
The Committee reviewed and satisfied itself with the
Company’s internal auditors and independent auditors, the
overall scope and plans for their respective audits, and the
results of internal audit examinations. The Committee also
discussed with management, the internal auditors and the
independent auditors, the quality and adequacy of the
Company’s internal controls and the overall quality of the
Company’s financial reporting process.
The Committee discussed, reviewed, and satisfied itself with the
independent auditors’ communications required by generally
accepted auditing standards, including those described in
Statement on Auditing Standards No. 61, as amended,
“Communication with Audit Committees” and discussed
and reviewed the results of the independent auditors’
examination of the Company’s financial statements. In
addition, the Committee considered the compatibility of
non-audit services with the auditors’ independence.
18
The Committee, or its Chairman on behalf of the Committee,
discussed the interim financial information the Company
contained in each quarterly earnings announcement with
management and the independent auditors prior to public release.
The Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended December 31,
2004, with management and the independent auditors. Management
has the responsibility for the preparation of the Company’s
financial statements and the independent auditors have the
responsibility for the examination of those statements.
Based on the above-mentioned reviews and discussions with
management and the independent auditors, the Committee
recommended to the Board that the Company’s audited
financial statements be included in its Annual Report on Form
10-K for the fiscal year ended December 31, 2004, and filed
with the Securities and Exchange Commission. The Committee also
recommended the reappointment, subject to shareholder
ratification, of Ernst & Young LLP as independent public
accountants of the Company for the year 2005 and the Board of
Directors concurred in such recommendation.
|
|
| |
Members of the Audit Committee |
| |
| |
John O. Hanna (Chairman) |
| |
Harriet Edelman |
| |
Craig N. Johnson |
| |
Michael A. Schuler |
Compensation Committee
The Compensation Committee, consisting of Cynthia A. Fields,
Craig N. Johnson, Murray K. McComas and Ronald L. Ramseyer,
recommends policies for and levels of executive officer
compensation, administers the Company’s 2000 Omnibus Stock
Plan and provides oversight on corporate compensation and
benefit programs and policies. All members of the Compensation
Committee are “independent” as that term is defined by
the American Stock Exchange. The Compensation Committee held
seven meetings during 2004.
Compensation of Directors
In 2004, non-management members of the Board of Directors each
received an annual retainer consisting of a stock grant of 750
shares of the Company’s Common Stock issued on
April 29, 2004 and a cash grant equal to the value of 750
shares of the Company’s Common Stock calculated as of the
close of business on April 29, 2004. The value of this cash
grant for each director was $19,515.
Non-management members also received compensation in 2004 in the
amount of $1,500 for each meeting of the Board of Directors
attended and $1,000 for each meeting attended of each of the
Committees of the Board of Directors. Craig N. Johnson earned
$10,000 per month for serving as the Company’s Chairman of
the Board. Beginning in April 2003, Committee chairs began
receiving retainers for the following amounts: Audit Committee
($7,500), Compensation Committee ($3,500), and Nominating and
Corporate Governance Committee ($3,500). In 2004, Harriet
Edelman and John O. Hanna deferred their fees and cash grant
directors’ compensation.
Management members of the Board of Directors are not compensated
for attending meetings of the Board of Directors or its
Committees.
Compensation Committee Interlocks and Insider
Participation
The Compensation Committee currently consists of Cynthia A.
Fields, Craig N. Johnson, Murray K. McComas and Ronald
Ramseyer. Although not an appointed member of the Compensation
Committee, John E. Zawacki, President and Chief Executive
Officer of the Company participated at the request of the
Committee in the evaluation and discussion of appropriate salary
levels for all executive officers, except his own compensation.
19
Compensation Committee Report on Executive Officer
Compensation
For fiscal year 2004, the Compensation Committee made decisions
on compensation for executive officers of the Company. In
accordance with the rules of the SEC designed to enhance
disclosure of policies concerning executive compensation, set
forth below is the report submitted by this committee addressing
the Company’s compensation policies with respect to
executive officers for fiscal year 2004.
REPORT OF THE COMPENSATION COMMITTEE
General. The Compensation Committee of the Board of
Directors is responsible for salary levels, bonuses and other
compensation components for all officers of the Company deemed
by the Board of Directors to be within the SEC’s definition
of “executive officer,” i.e., a company’s
president, any vice president in charge of a principal business
unit, division or function or any other officer or person who
performs similar policymaking functions for the Company. All
listed officers of the Company are considered executive officers.
The Compensation Committee’s decisions on compensation
levels for the Chief Executive Officer and other executive
officers with respect to all compensation, with the exception of
compensation received pursuant to the incentive programs, see
discussion below under “Incentive Awards,” ultimately
were subjective and were based on consideration of a number of
qualitative factors. No one factor was determinative of the
compensation level of any of the executive officers. Moreover,
the Compensation Committee did not weigh any one factor against
any other in a way that makes it possible to assign a numerical
value to the weight of any factor in the determination of the
salaries of the executive officers.
John E. Zawacki, President and Chief Executive Officer of the
Company, participated, at the request of the Compensation
Committee, in the evaluation and discussion of appropriate
salary levels for all executive officers, except his own
compensation.
Executive Salaries and Bonuses. The Compensation
Committee annually reviews and evaluates base salaries and
annual bonuses for its Chief Executive Officer and other
executive officers pursuant to a compensation schedule (the
“Schedule”), which is based both upon the
recommendations of internal management and upon those of an
outside compensation consultant. The Schedule was most recently
updated in 2004 when a review was conducted of the compensation
paid to the Company’s exempt employees, inclusive of all
executive officers. The Schedule includes compensation ranges
for differing position grades and levels based upon a review
process that includes a proxy analysis and compensation surveys
of related position responsibilities among similar industries,
as well as the regional market, provided by the Company’s
outside compensation consultant.
Individual salaries for the Chief Executive Officer and other
executive officers are determined on the basis of the executive
officer’s job grade, experience, and individual
performance. The Chief Executive Officer and executive
officers’ salary ranges are reviewed annually, with
assistance from the Company’s outside compensation
consultant, to provide for as-needed and market-based
adjustments. Ongoing market benchmarking relative to the
placement of individual executive officer positions within the
compensation structure is performed commensurate with changes in
assigned duties and responsibilities. With the assistance of the
Company’s outside compensation consultant, a comprehensive
and market-based assessment of the Chief Executive Officer and
other executive officer compensation structure is performed
every three to four years.
In 2004, the Compensation Committee reviewed the base salary
ranges of the Chief Executive Officer and other executive
officer levels and compared the Company’s base salary
ranges with documented market ranges provided by the
Company’s outside compensation consultant. The Chief
Executive Officer and all executive officer base salaries fell
within the market ranges for their respective salary levels.
Incentive Awards. On January 19, 2004, the
Compensation Committee reviewed and approved the incentive award
schedule for fiscal year 2004. Under this incentive award
schedule, executive officers
20
were eligible to receive awards equal to a percentage of their
base salary income for the year. The percentage is dependent
upon the range of the Company’s income before income taxes
for the year. The threshold payout goal for 2004 was
$16,800,000. No incentive awards are received unless the
Company’s income before income taxes equals or exceeds this
threshold figure. If the company’s income before income
taxes falls higher, within a graduated range, incentive awards
are increased. The Company’s income before income taxes in
2004 was $23,366,647; consequently, the incentive compensation
was paid by the Company to its executive officers in 2005 for
fiscal year 2004.
Stock Option Grants. The Omnibus Plan, a comprehensive
benefits plan adopted at the Company’s April 18, 2000
Annual Meeting of Stockholders, gives the Company the ability to
offer a variety of equity-based incentives to persons who are
key to the Company’s growth, development, and financial
success. There were no stock option grants in 2004.
Restricted Stock Awards. Restricted stock awards under
the Omnibus Plan are designed to recognize the contributions of
individual employees, key to the Company’s performance and
to align the interests of management and stockholders. For many
years, the Company has endorsed the view that management and key
employees of the Company should be stockholders of the Company,
so that they will be motivated to increase stockholder value.
This policy is implemented through the award of rights to
purchase shares of the Company’s Common Stock under the
Omnibus Plan to selected employees of the Company.
The Compensation Committee selects employees to receive Employee
Stock Purchase Plan awards under the Omnibus Plan (determined,
in part, on recommendations of the Company’s executive
officers), determines the number of shares subject to the award
and establishes the price at which shares will be made available
for purchase under the Omnibus Plan. Following July 2002, and in
light of the requirements of the Sarbanes-Oxley Act of 2002, the
Company no longer grants deferred purchase awards to executive
officers. No awards were made in 2004 under this program.
For 2004, the Compensation Committee adopted a new Long-Term
Compensation Program (the “Program”) for Executive
Officers that provides grants of restricted stock and
performance shares. On January 19, 2004, the Compensation
Committee reviewed and approved the award schedule for the new
Program. This Program provides for Executive Officers to be
paid, based on the cumulative results of the Company’s
pre-tax net income for the three years beginning in 2004, an
opportunity based on a multiple of the employee’s base
salary; the multiple is determined using market survey data
provided by an outside consultant. The compensation is payable
in two equal parts: half is an award of Restricted Stock, see
discussion above under “Restricted Stock Awards;” the
other half is performance shares payable in cash or stock at the
end of the performance period, which decision to pay in cash,
stock or a combination of both is at the discretion of the
Compensation Committee, as ratified by the Board of Directors.
The amount of this latter half is determined by the actual
three-year results measured against the cumulative goals set at
the initiation of the program by the Board of Directors. Please
see “Long Term Incentive Plans — Awards in Last
Fiscal Year” table on page 15 for the Threshold,
Target and Maximum share amounts.
On February 4, 2004, in accordance with this Program,
restricted stock awards were made to eighteen executive officers
totaling 27,275, with individual grants ranging from 675 to
6,775 shares. All awards made to executive officers in 2004
(under the Long-Term Compensation Program) were subject to a
five year vesting schedule, whereby shares vest 20% each year.
Executive officers were also able to qualify for matching share
awards based on their purchases of Company stock on the open
market, or through their personal DRIP accounts, during the
period from February 18, 2004 to December 15, 2004.
These awards were granted on December 16, 2004, to seven
qualifying participants. Accordingly, 13,925 restricted share
awards were granted as fully paid at the closing price on
December 16, 2004 ($36.50).
21
The Compensation Committee is composed entirely of independent
directors. Decisions of the Committee are final and binding on
the Company, subject to ratification by the Board of Directors.
|
|
| |
Members of the Compensation Committee |
| |
| |
Craig N. Johnson (Chairman) |
| |
Murray K. McComas |
| |
Ronald L. Ramseyer |
| |
Cynthia A. Fields |
22
STOCK PERFORMANCE GRAPH
The following graph compares the yearly change in the cumulative
total stockholder return on the Company’s Common Stock with
the cumulative total return of the AMEX Market Value Index and
two industry indexes. The two industry indexes are the Peer
Group Index (the “old industry index”); the index used
in the performance graph of the proxy statement for the
April 29, 2004 annual meeting of stockholders, and the
S&P 1500 Retailing Index. The Peer Group Index consists of
Coldwater Creek, Inc., Concepts Direct, Inc., The J Jill
Group, Inc., Sharper Image Corp., and Williams-Sonoma,
Incorporated. The change from the Peer Group Index to the
S&P 1500 Retailing Index reflects what the Company believes
is an index that is a more representative comparison for the
Company’s industry. Few publicly listed companies currently
focus their primary business in the alternative channels of mail
and e-commerce. This has led to the Company’s competition
increasingly coming from other sources of retailing. The graph
below assumes $100 invested on January 1, 2000 in Blair
Corporation Stock, AMEX Market Value Index, S&P 1500
Retailing Index and Peer Group Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Blair Corporation Common Stock, AMEX Market Value
Index
S&P 1500 Retailing Index and Peer Group Index**
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
AMEX Market Value | |
|
|
|
S&P 1500 Retailing | |
| |
|
Blair Corporation | |
|
Index | |
|
Peer Group Index*** | |
|
Index | |
| |
|
| |
|
| |
|
| |
|
| |
|
1/1/00
|
|
|
100.00 |
|
|
|
100.00 |
|
|
|
100.00 |
|
|
|
100.00 |
|
|
2000
|
|
|
137.00 |
|
|
|
102.00 |
|
|
|
59.00 |
|
|
|
77.00 |
|
|
2001
|
|
|
172.00 |
|
|
|
97.00 |
|
|
|
98.00 |
|
|
|
92.00 |
|
|
2002
|
|
|
183.00 |
|
|
|
94.00 |
|
|
|
120.00 |
|
|
|
71.00 |
|
|
2003
|
|
|
196.00 |
|
|
|
134.00 |
|
|
|
155.00 |
|
|
|
102.00 |
|
|
2004
|
|
|
293.00 |
|
|
|
164.00 |
|
|
|
177.00 |
|
|
|
124.00 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
1/1/2000 | |
|
2000 | |
|
2001 | |
|
2002 | |
|
2003 | |
|
2004 | |
|
Blair Corporation
|
|
|
100 |
|
|
|
137 |
|
|
|
172 |
|
|
|
183 |
|
|
|
196 |
|
|
|
293 |
|
|
AMEX Market Value Index
|
|
|
100 |
|
|
|
102 |
|
|
|
97 |
|
|
|
94 |
|
|
|
134 |
|
|
|
164 |
|
|
S&P 1500 Retailing Index
|
|
|
100 |
|
|
|
77 |
|
|
|
92 |
|
|
|
71 |
|
|
|
102 |
|
|
|
124 |
|
|
Peer Group Index***
|
|
|
100 |
|
|
|
59 |
|
|
|
98 |
|
|
|
120 |
|
|
|
155 |
|
|
|
177 |
|
|
|
| * |
Total return assumes reinvestment of dividends. |
| |
| ** |
Fiscal year ending December 31. |
| |
| *** |
Spiegel, Inc. and Hanover Direct, Inc., which were included in
the Peer Group Index for the Company’s 2004 Proxy
Statement, have not been included in the 2005 Peer Group Index
because they are no longer publicly traded companies. |
23
The closing price of the Company’s Common Stock on the
American Stock Exchange on March 4, 2005, was $35.05.
The Report of the Compensation Committee and the Stock
Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 (the
“Securities Act”) or the Exchange Act, except to the
extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed
filed under such Acts.
Security Holder Communications with the Board of Directors
The Company has established procedures for security holders to
communicate directly with the Board of Directors on a
confidential basis. Security holders who wish to communicate
with the Board or with a particular director may send a letter
to the Secretary of Blair Corporation at 220 Hickory Street,
Warren, PA 16366. The mailing envelope must contain a clear
notation indicating that the enclosed letter is a “Security
Holder-Board Communication” or “Security
Holder-Director Communication.” All such letters must
identify the author as a security holder and clearly state
whether the intended recipients are all members of the Board or
just certain specified individual directors. If a security
holder wishes the communication to be confidential, such
security holder must clearly indicate on the envelope that the
communication is “confidential.”
PROPOSAL 2. APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Company’s independent accountants for the year ended
December 31, 2004 were Ernst & Young LLP. The
Audit Committee of the Company’s Board of Directors has
reappointed Ernst & Young LLP to continue as
independent accountants for the Company for the year ending
December 31, 2005, subject to the ratification of such
appointment by the stockholders. Fees for the last two fiscal
years were:
| |
|
|
|
|
|
|
|
|
| |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
|
Audit Fees(1)
|
|
$ |
823,974 |
|
|
$ |
212,966 |
|
|
Audit-Related Fees(2)
|
|
|
50,200 |
|
|
|
21,000 |
|
|
Tax Fees(3)
|
|
|
57,964 |
|
|
|
168,043 |
|
|
All Other Fees(4)
|
|
|
— |
|
|
|
20,966 |
|
|
|
| (1) |
Fees billed for professional services such as annual audit and
quarterly statement review, including $490,000 in fees related
to the implementation of, and compliance with, the new
regulatory requirements of the Sarbanes-Oxley Act, primarily
associated with the Company’s internal control over
financial reporting. |
| |
| (2) |
Fees billed for assurance and related services relating to audit
and financial statements, including $30,000 in fees related to
the implementation of, and compliance with, the new regulatory
requirements of the Sarbanes-Oxley Act, primarily associated
with the Company’s internal control over financial
reporting. |
| |
| (3) |
Fees billed for professional services rendered for tax
compliance, tax advice, and tax planning. |
| |
| (4) |
Services, other than audit fees, audit related fees or tax
services. |
All audit related services, tax services and other services were
pre-approved by the Audit Committee, which concluded that the
provision of such services by Ernst & Young LLP was
compatible with the maintenance of that firm’s independence
in the conduct of its auditing functions.
The Audit Committee has adopted a policy that requires advance
approval of all audit, audit-related, tax services, and other
services performed by the independent auditor. The policy
provides for pre-approval by the Audit Committee of specifically
defined audit and non-audit services. Unless the
24
specific service has been previously pre-approved with respect
to that year, the Audit Committee must approve the permitted
service before the independent auditor is engaged to perform it.
The Audit Committee has delegated to the Chair of the Audit
Committee authority to approve permitted services provided that
the Chair reports any decisions to the Committee at its next
scheduled meeting.
A resolution calling for the ratification of the appointment of
Ernst & Young LLP will be presented at the Annual
Meeting. Representatives of Ernst & Young LLP will be
present at the Annual Meeting to make a statement if they desire
to do so and to respond to appropriate questions.
The Audit Committee of the Board of Directors recommends
ratification of the appointment of Ernst & Young LLP.
OTHER MATTERS
Management does not know of any matters to be brought before the
meeting other than the matters that are set forth in the Notice
of the Annual Meeting of Stockholders that accompanies this
Proxy Statement and are described herein. In the event that any
such matters do come properly before the meeting, it is intended
that the persons named in the form of proxy solicited by
management will vote all proxies in accordance with their best
judgment.
Receipt of Stockholder Proposals
Any stockholder proposals which are to be presented for
inclusion in the Company’s proxy materials for the 2006
Annual Meeting of Stockholders in reliance on Rule 14a-8 of
the Securities Exchange Act of 1934 must be received by the
Corporate Secretary of Blair Corporation, 220 Hickory
Street, Warren, Pennsylvania 16366, no later than
November 21, 2005. The proxy to be solicited on behalf of
the Company for the 2006 Annual Meeting of Stockholders may
confer discretionary authority to vote on any such proposal not
considered to have been timely received that nonetheless
properly comes before the 2006 Annual Meeting of Stockholders.
Expense of Solicitation of Proxies
The cost of solicitation of proxies on behalf of management will
be borne by the Company. Directors, officers and other employees
of the Company, without additional compensation, may also
solicit proxies personally or by telephone therefor. The Company
will also request persons, firms and companies holding shares in
their names, or in the name of their nominees, which are
beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.
|
|
| |
Daniel R. Blair
|
| |
Secretary |
|
|
| Dated: |
March 21, 2005
Warren, Pennsylvania |
25
DETACH CARD
|
|
|
P
R
O
X
Y |
 |
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF BLAIR CORPORATION |
| |
|
The undersigned hereby appoints Craig N. Johnson,
Daniel R. Blair, and Bryan J. Flanagan, and each of them
with power of substitution in each, as proxies to represent the
undersigned at the annual meeting of the stockholders of Blair
Corporation, to be held at The Library Theatre, 302 Third
Avenue West, Warren, Pennsylvania on Thursday, April 21,
2005 at 11:00 A.M. and at any adjournments thereof, to vote
the same number of shares and as fully as the undersigned would
be entitled to vote if then personally present in the manner
directed by the undersigned.
|
| |
|
The Board recommends a vote FOR the election
of the nominees listed in Item 1. |
| |
|
1. THE ELECTION OF DIRECTORS
|
| |
FOR all nominees listed below o |
WITHHOLD
AUTHORITY o |
|
(except as shown below to the contrary) |
to vote for all nominees listed below |
| |
Steven M. Blair, Robert D. Crowley,
Harriet Edelman, Cynthia A. Fields, Bryan J. Flanagan,
John O. Hanna, Craig N. Johnson, Murray K.
McComas, Thomas P. McKeever, Ronald L. Ramseyer,
Michael A. Schuler, John E. Zawacki
|
| |
(Instructions: to withhold authority to
vote for any individual nominee, strike a line through that
nominee’s name.) |
| |
|
The Board recommends a vote FOR the
ratification of Ernst & Young LLP as auditors in
Item 2. |
| |
| 2. RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS:
|
| |
| o FOR o AGAINST o ABSTAIN
|
| |
| (Continued and to be signed, on the
reverse side)
|
| |
|
|
|
Blair Corporation Headquarters |
|
| |
|
220 Hickory Street
|
|
|
Warren, Pennsylvania
|
|
DETACH CARD
|
|
|
| |
(Continued from reverse side) |
|
|
|
|
| |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES IN
ITEM 1, AND FOR THE RATIFICATION OF AUDITORS IN ITEM 2; AND
THE PROXIES ARE AUTHORIZED, IN ACCORDANCE WITH THEIR JUDGMENT,
TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS THEREOF. |
|
|
|
|
| DATE: |
|
, 2005 |
| |
|
|
| |
|
|
| |
(Sign here)
|
|
| |
| |
INSTRUCTIONS: The signer hereby revokes all
proxies heretofore given by the signer
to vote at said meeting or any adjournments thereof. NOTE:
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, trustee,
administrator or guardian, please give full title as such.
|
|
|
|
| |
Please sign, date, and return your proxy
promptly in the |
| |
enclosed envelope to National City Bank, P.O.
Box 535300, |
| |
Pittsburgh, PA 15253. |
