Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Park Electrochemical Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, If Other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transactions
applies:
________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________
(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):
________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________
(5) Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount previously paid:
_
(2) Form, Schedule or Registration Statement No.:
_
(3) Filing Party:
_
(4) Date Filed:
APPENDIX to electronically filed Proxy Statement dated June 21,
2005 of Park Electrochemical Corp. listing all graphic
information included in such Proxy Statement:
1. Stock Performance Graph appearing on page 11 of Proxy
Statement dated June 21, 2005 comparing the yearly percentage
change in the cumulative total shareholder return on the
Registrant's Common Stock with the cumulative total return of
the New York Stock Exchange Market Index and a Media General
Financial Services Index for electronic components and
accessories manufacturers comprised of the Company and 269
other companies for the period of the Company's five fiscal
years commencing February 28, 2000 and ending February 27,
2005, assuming that $100 had been invested in the Company's
Common Stock and each index on February 25, 2000 and that all
dividends on the Company's Common Stock and on each stock
included in each index were reinvested.
Such graph shows that such $100 invested in the Company's
Common Stock would have had a value of $223.81 on February
25, 2001, $174.41 on March 3, 2002, $104.33 on March 2, 2003,
$183.90 on February 29, 2004 and $144.93 on February 27,
2005, that such $100 invested in the Media General Financial
Services Index would have had values of $43.77, $37.92,
$21.10, $38.84 and $29.21, respectively, on such dates and
that such $100 invested in the New York Stock Exchange Market
Index would have had values of $107.31, $100.77, $79.55,
$113.44 and $123.57, respectively, on such dates.
PARK ELECTROCHEMICAL CORP.
48 South Service Road
Melville, New York 11747
Notice of Annual Meeting of Shareholders
July 20, 2005
___
The Annual Meeting of Shareholders of PARK ELECTROCHEMICAL
CORP. (the "Company") will be held at The Bank of New York, One
Wall Street - 47th Floor, New York, New York (attendees must use
the 80 Broadway entrance) on July 20, 2005 at 10:00 o'clock A.M.,
New York time, for the purpose of considering and acting upon the
following:
1. The election of five (5) directors to
serve until the next annual meeting of
shareholders and until their successors are
elected and qualified.
2. The transaction of such other business as may
properly come before the meeting.
Only holders of record of Common Stock at the close of
business on May 25, 2005 will be entitled to notice of, and to
vote at, the meeting or any adjournment or postponement thereof.
By Order of the Board of Directors,
Stephen E. Gilhuley
Senior Vice President,
Secretary and General Counsel
Dated: June 21, 2005
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF
YOU DO NOT EXPECT TO BE PRESENT, PLEASE DATE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY TO THE COMPANY IN
THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
PARK ELECTROCHEMICAL CORP.
48 South Service Road
Melville, New York 11747
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
July 20, 2005
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board") of Park
Electrochemical Corp. (the "Company") of proxies with respect to
the Annual Meeting of Shareholders of the Company to be held on
July 20, 2005, and any adjournment or postponement thereof (the
"Meeting"). Any shareholder giving such a proxy (the form for
which is enclosed with this Proxy Statement) has the power to
revoke the same at any time before it is voted by (i) delivering
written notice of such revocation bearing a later date than the
proxy to the Secretary of the Company, (ii) submitting a later-
dated proxy, or (iii) attending the Meeting and voting in person.
This Proxy Statement and the accompanying form of proxy are
first being mailed on or about June 21, 2005 to all shareholders
of record as of the close of business on May 25, 2005.
VOTING SECURITIES
As of May 25, 2005, the outstanding voting securities of the
Company consisted of 19,982,335 shares of Common Stock, par value
$.10 per share, of the Company (the "Common Stock"), each share
of which, held of record at the close of business on May 25,
2005, is entitled to one vote. Presence in person or by proxy of
holders of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the
Meeting. Abstentions and broker non-votes, if any, will be
included for purposes of determining a quorum. With respect to
the election of directors, abstentions and broker non-votes, if
any, will not be counted as having been voted and will have no
effect on the outcome of the vote.
As of May 25, 2005, all executive officers and directors of
the Company and nominees as a group (13 persons) beneficially
owned an aggregate of 1,083,164 shares of Common Stock (including
options to purchase an aggregate of 772,200 shares), constituting
approximately 5.2% of the outstanding shares of Common Stock
(giving effect to the exercise of such options).
STOCK OWNERSHIP
Principal Shareholders
The following table sets forth information as of May 25,
2005 with respect to each person (including any "group" of
persons as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), who is known to the Company to be the beneficial owner
(for purposes of the rules of the Securities and Exchange
Commission) of more than 5% of the outstanding shares of Common
Stock as of that date.
Amount and
Nature of Percent
Name and Address Beneficial of
of Beneficial Owner Ownership Class
DePrince, Race & Zollo, Inc. 2,975,750(a) 14.9%
201 S. Orange Avenue
Suite 850
Orlando, FL 32801
Jerry Shore 1,619,343(b) 8.1%
19 Valley Road
Port Washington, NY 11050
(a) Deprince, Race & Zollo, Inc., a registered investment
adviser, holds sole investment power and sole voting power over
all of such shares, based on an amendment, dated April 8, 2005 to
its Schedule 13G, filed under the Exchange Act, which represented
approximately 14.9% of the outstanding shares of the Company's
Common Stock as of May 25, 2005.
(b) Includes 168,615 shares owned by a member of Jerry Shore's
family, of which he disclaims beneficial ownership, and 40,129
shares owned by a foundation, of which he disclaims beneficial
ownership.
Ownership of Directors and Executive Officers
The following table sets forth information as of May 25,
2005 with respect to shares of Common Stock beneficially owned
(for purposes of the rules of the Securities and Exchange
Commission) by each director and nominee, by each executive
officer of the Company who is identified in the Summary
Compensation table elsewhere in this Proxy Statement and by all
directors, nominees and executive officers of the Company as a
group.
Amount and
Nature of Percent
Beneficial of
Name of Beneficial Owner Ownership Class
Mark S. Ain 25,800(a) *
Dale Blanchfield 1,875(b) *
Anthony Chiesa 126,000(c) *
Lloyd Frank 34,500(d) *
Brian E. Shore 577,722(e) 2.8%
Steven T. Warshaw 1,875(f) *
Emily J. Groehl 58,893(g) *
Stephen E. Gilhuley 52,621(h) *
Steven P. Schaefer 16,500(i) *
Murray O. Stamer 62,781(j) *
Gary M. Watson 50,625(k) *
All directors, nominees and
executive officers as a
group (13 persons) 1,083,164(l) 5.2%
* Less than 1%
(a) Consists of shares which Mr. Ain may acquire pursuant to
options.
(b) Consists of shares which Mr. Blanchfield may acquire
pursuant to options.
(c) Includes 13,500 shares which Mr. Chiesa may acquire pursuant
to options.
(d) Includes 28,500 shares which Mr. Frank may acquire pursuant
to options and 3,000 shares owned by a member of Mr. Frank's
family, of which he disclaims beneficial ownership.
(e) Includes 418,750 shares which Mr. Shore may acquire pursuant
to options.
(f) Consists of shares which Mr. Warshaw may acquire pursuant to
options.
(g) Includes 58,884 shares which Ms. Groehl may acquire pursuant
to options.
(h) Includes 49,741 shares which Mr. Gilhuley may acquire
pursuant to options.
(i) Consists of shares which Mr. Schaefer may acquire pursuant
to options.
(j) Includes 33,125 shares which Mr. Stamer may acquire pursuant
to options.
(k) Consists of shares which Mr. Watson may acquire pursuant to
options.
(l) Consists of 310,964 shares owned by directors, nominees and
executive officers and 772,200 shares issuable to directors,
nominees and executive officers upon exercise of options that are
exercisable as of May 25, 2005 or become exercisable within 60
days thereafter.
ELECTION OF DIRECTORS
The Board to be elected at the Meeting consists of five
members. Proxies will be voted in accordance with their terms
and, in the absence of contrary instructions, for the election as
directors of the nominees whose names appear in the following
table, to serve for the ensuing year and until their successors
are elected and qualified. If any of the nominees does not remain
a candidate at the time of the Meeting (a situation which is not
now anticipated), proxies solicited hereunder will be voted in
favor of those nominees who do remain as candidates and may be
voted for substituted nominees. The five nominees who receive a
plurality of the votes cast at the Meeting in person or by proxy
shall be elected. Each of the nominees is presently a member of
the Board.
Principal Occupation; Positions and
Offices with the Company; Director
Name Other Directorships Age Since
Dale Former President of Electronics 67 2004
Blanchfield Division of The Bureau of Engraving
Inc., a manufacturer of specialized,
high-volume, high layer count printed
circuit boards, Minneapolis,
Minnesota, from 1990 to June 2003;
and a director of The Bureau of
Engraving Inc.
Anthony Chiesa Retired; served as Vice President of 84 1954
the Company until February 1977
Lloyd Frank Of Counsel since April 1, 2005, 79 1985
Troutman Sanders LLP, a law firm, New
York City; Of Counsel from January
2004 to March 31, 2005 and a Partner
for many years prior thereto, Jenkens
& Gilchrist Parker Chapin LLP, a law
firm, New York City; and a director
of DryClean, USA Inc. and Volt
Information Sciences, Inc.
Brian E. Shore Chairman of the Board, President and 53 1983
Chief Executive Officer of the
Company
Steven T. President, Chief Executive Officer 56 2004
Warshaw and Chairman of the Board, M Cubed
Technologies, Inc., a manufacturer of
advanced ceramic materials for
semiconductor equipment and armor
applications, Monroe, Connecticut,
since July 2002; President, Hexcel
Schwebel Division, Hexcel
Corporation, a supplier of
specialized fabrics for reinforcement
of laminates used in printed circuit
boards and in commercial aerospace,
recreation and other industrial
applications, Anderson, South
Carolina, April 2000 to November
2001; Senior Vice President, World
Wide Sales and Marketing, Photronics,
Inc., a manufacturer of photomasks
used to transfer circuit patterns
onto semiconductor wafers,
Brookfield, Connecticut, February
1999 to April 2000; and President,
Olin Microelectronic Materials, a
supplier of advanced chemicals and
related products, Norwalk,
Connecticut, January 1996 to January
1999; and a director of NN, Inc.
Messrs. Chiesa and Shore have had the principal occupation
set forth opposite their respective names for at least the past
five years.
There are no family relationships among any of the persons
named in the above table or among any of such persons and any of
the other executive officers of the Company.
The Board has determined that the following current
directors and/or nominees have no material relationships with the
Company and are "independent" as required by and as defined in
the director independence standards of the New York Stock
Exchange: Mark S. Ain, Dale Blanchfield, Anthony Chiesa, Lloyd
Frank and Steven T. Warshaw. In making this determination, the
Board considered that Jenkens & Gilchrist Parker Chapin LLP, a
law firm of which Mr. Frank was of counsel and a partner for many
years prior to April 1, 2005, was retained to provide counsel to
the Company during its fiscal year ended March 2, 2003 but not
during its fiscal years ended February 27, 2005 and February 29,
2004. Brian E. Shore does not satisfy such independence standards
because he is an employee of the Company.
The Company's Audit Committee currently consists of Mark S.
Ain, Anthony Chiesa, Lloyd Frank and Steven T. Warshaw. The Board
of Directors has determined that Mr. Warshaw is an "audit
committee financial expert" as required by and as defined in
rules of the Securities and Exchange Commission and that each of
Messrs. Ain, Chiesa, Frank and Warshaw is "independent" as
required by and as defined in the audit committee independence
standards of the Securities and Exchange Commission and of the
New York Stock Exchange. The duties and responsibilities of the
Audit Committee are set forth in a written charter of such
Committee, first adopted by the Board in July 2000 and
subsequently amended and restated in May 2004, and are described
elsewhere in this Proxy Statement under the caption "Other
Matters - Audit Committee Report". The Audit Committee also
issues the Audit Committee Report required to be included in the
Company's Proxy Statement by rules of the Securities and Exchange
Commission. The Audit Committee Report for the Company's 2005
fiscal year is set forth under the caption "Other Matters - Audit
Committee Report" elsewhere in this Proxy Statement.
The Company has a Compensation Committee consisting of Dale
Blanchfield, Anthony Chiesa and Steven T. Warshaw and a Stock
Option Committee consisting of Anthony Chiesa, Lloyd Frank and
Steven T. Warshaw. The functions of the Compensation and Stock
Option Committees are set forth in written charters of such
Committees adopted by the Board, and such functions are described
elsewhere in this Proxy Statement under the caption "Executive
Compensation - Board, Compensation Committee and Stock Option
Committee Report on Executive Compensation".
The Company has a Nominating Committee consisting of Dale
Blanchfield, Anthony Chiesa and Lloyd Frank. The functions of the
Nominating Committee, which are to identify and recommend to the
Board of Directors individuals qualified to serve as directors of
the Company and on committees of the Board and to oversee the
evaluation of the Board and the Company's management, are set
forth in a written charter of such Committee adopted by the
Board. The Nominating Committee recommended to the Board of
Directors, and the Board nominated, Dale Blanchfield, Anthony
Chiesa, Lloyd Frank, Brian Shore and Steven T. Warshaw as
nominees for election as directors at the Meeting.
The Company has a Corporate Governance Committee consisting
of Anthony Chiesa, Lloyd Frank and Steven T. Warshaw. The
functions of the Corporate Governance Committee, which are to
advise the Board of Directors with respect to Board composition,
procedures and committees and to develop and recommend to the
Board a set of corporate governance principles applicable to the
Company, are set forth in a written charter of such Committee
adopted by the Board.
Each member of the Compensation, Stock Option, Nominating
and Corporate Governance Committees is "independent" as required
by and as defined in the director independence standards of the
New York Stock Exchange.
The charters of the Audit, Compensation, Stock Option,
Nominating and Corporate Governance Committees are available on
the Company's web site at www.parkelectro.com under the caption
"Charters and Codes" as required by rules of the New York Stock
Exchange. In addition, the charters of such Committees are
available in print to any shareholder upon request submitted to
the Corporate Secretary at the Company's office at 48 South
Service Road, Melville, New York 11747.
During the Company's last fiscal year, the Board of
Directors met six times and authorized action by unanimous
written consent on five occasions, the Audit Committee met eleven
times, the Compensation Committee met once, and the Stock Option
Committee met once and authorized action by unanimous written
consent once, the Nominating Committee met once, the Corporate
Governance Committee met once, and the non-management directors
met in executive session without management once. At each meeting
of the non-management directors, a non-management director
designated by the non-management directors on the Board presides.
Each of the directors attended all of the meetings held by the
Board and each committee thereof of which he was a member during
the Company's last fiscal year.
It is the Company's policy that all directors are invited to
and encouraged to attend Annual Meetings of Shareholders, and all
members of the Board of Directors attended the Annual Meeting of
Shareholders held on July 14, 2004.
Each director who is not an employee of the Company or any
of its subsidiaries receives a fee of $12,000 per annum for his
services as a director, each member of the Audit Committee, other
than the Chairman of the Committee, receives a fee of $2,000 per
annum for his services as a member of such Committee, and the
Chairman of the Audit Committee receives a fee of $4,000 per
annum for his services as Chairman of such Committee, each member
of the Compensation Committee of the Board of Directors receives
a fee of $2,000 per annum for his services as a member of such
Committee, and each Director and each Committee member is
reimbursed for travel expenses incurred in attending meetings of
the Board of Directors of the Company and of Committees of the
Board of Directors of the Company.
On July 8, 2004, Messrs. Ain, Chiesa and Frank each received
a non-qualified stock option for 3,000 shares of Common Stock at
an exercise price of $23.00 per share under the Company's 2002
Stock Option Plan. Each of these options expires on July 8, 2014,
and each is exercisable 25 percent after one year from date of
grant, 50 percent after two years from date of grant, 75 percent
after three years from date of grant and 100 percent after four
years from date of grant. On July 14, 2004, Messrs. Blanchfield
and Warshaw each received a non-qualified stock option for 7,500
shares of Common Stock at an exercise price of $23.41 per share
under the Company's 2002 Stock Option Plan. Each of these options
expires on July 14, 2014, and each is exercisable 25 percent
after one year from date of grant, 50 percent after two years
from date of grant, 75 percent after three years from date of
grant and 100 percent after four years from date of grant. In the
event that the service of an optionee as a director of the
Company is terminated during the term of the option, the option
may be exercised by the optionee, to the extent the optionee was
entitled to do so on the date of such termination, until (1) one
year following the director ceasing to serve as a director of the
Company on account of disability, (2) six months following the
director ceasing to serve as a director of the Company on account
of death, (3) immediately upon the director being removed as a
director for cause or ceasing to serve as a director without the
Company's consent or (4) three months following the director
ceasing to be a director for any other reason, but in no event
after the date on which the option would otherwise expire.
EXECUTIVE COMPENSATION
Summary Compensation
The following table shows the compensation for each of the
three most recent fiscal years for the Company's Chief Executive
Officer and the five other most highly compensated executive
officers who were serving in such capacities at the end of the
Company's most recent fiscal year.
Annual Compensation
Other
Annual
Name and Year Compen-
Principal Position (a) Salary Bonus sation
Brian E. Shore(c) 2005 $357,760 $ -0- $ -0-
Chairman of the Board, 2004 357,760 -0- -0-
President and Chief 2003 357,760 -0- -0-
Executive Officer
Stephen E. Gilhuley 2005 160,000 30,000 -0-
Senior Vice President, 2004 150,000 20,000 -0-
Secretary and General 2003 150,000 8,000 -0-
Counsel
Emily J. Groehl(d) 2005 210,912 20,000 -0-
Senior Vice President, 2004 210,912 -0- -0-
Sales 2003 210,912 -0- -0-
Steven P. Schaefer(e) 2005 164,000 30,000 -0-
Senior Vice President, 2004 155,577 25,000 -0-
Marketing
Murray O. Stamer(f) 2005 160,000 30,000 -0-
Senior Vice President 2004 150,000 20,000 -0-
and Chief Financial 2003 150,000 8,000 -0-
Officer
Gary M. Watson(g) 2005 240,000 20,000 65,196
Senior Vice President, 2004 240,000 25,000 74,576
Engineering and Senior 2003 223,047 -0- 71,964
Vice President, Asian
Business Unit
Long-Term
Compensation
Awards
Securities All Other
Underlying Compen-
Name and Year Options/ sation
Principal Position (a) SARs(#) (b)
Brian E. Shore(c) 2005 20,000 $12,300
Chairman of the Board, 2004 20,000 7,000
President and Chief 2003 25,000 4,000
Executive Officer
Stephen E. Gilhuley 2005 7,500 11,761
Senior Vice President, 2004 7,500 6,167
Secretary and General 2003 10,000 3,074
Counsel
Emily J. Groehl(d) 2005 7,500 12,300
Senior Vice President, 2004 7,500 7,000
Sales 2003 15,000 4,000
Steven P. Schaefer(e) 2005 15,000 11,905
Senior Vice President, 2004 15,000 6,497
Marketing
Murray O. Stamer(f) 2005 7,500 11,786
Senior Vice President 2004 7,500 6,161
and Chief Financial 2003 10,000 3,086
Officer
Gary M. Watson(g) 2005 7,500 12,300
Senior Vice President, 2004 10,000 7,000
Engineering and Senior 2003 15,000 4,000
Vice President, Asian
Business Unit
(a) Information is provided for the Company's fiscal years ended
February 27, 2005, February 29, 2004 and March 2, 2003,
respectively.
(b) Includes the amounts of the Company's annual profit sharing
contributions to the Company's Employees' Profit Sharing and
401(k) Retirement Savings Plan ("the Plan") which were accrued
for the accounts of the named executive officers for the fiscal
years shown. These amounts vest in accordance with a graduated
scale based on years of service of the employee with the Company.
Substantially all full-time employees of the Company and its
subsidiaries in the United States participate in the profit
sharing portion of the Plan, which is intended to provide
retirement benefits to such employees and which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The amounts of profit sharing contributions, if any,
by the Company and its subsidiaries to the accounts of
participating employees are percentages of the eligible
compensation of the participating employees up to a maximum
amount of compensation for each employee established under the
Internal Revenue Code of 1986, which was $205,000 for the
Company's most recent fiscal year and $200,000 for each of the
Company's two previous fiscal years. The percentages of
compensation contributed to the Plan, which are determined each
year by the Board of Directors of the Company, may vary between
the Company and each subsidiary, but the percentage must be the
same for each participating employee of the Company or the
subsidiary, as the case may be.
Substantially all full-time employees of the Company's
subsidiaries in the United States are eligible to receive
contributions by the subsidiaries to match the contributions
of the employees to the 401(k) retirement savings portion of
the Plan, with the maximum matching contribution being 3% of
the compensation of the employees. However, employees of the
Company are not eligible to receive such matching
contributions, but it has been the Company's practice to
determine a gross annual profit sharing percentage of
eligible compensation to be contributed by each subsidiary to
the profit sharing portion of the Plan and to reduce such
percentage by the average percentage of the compensation of
such subsidiary's employees that was contributed by such
subsidiary as 401(k) retirement savings matching
contributions. Consistent with this practice, to compensate
employees of the Company for their ineligibility for matching
contributions to the 401(k) retirement savings portion of the
Plan, the Company approved profit sharing contributions for
the named executive officers and for the other employees of
the Company which were not reduced for any 401(k) retirement
savings matching contributions, because such officers and
other employees of the Company are not eligible to receive
such matching contributions.
(c) Mr. Shore was elected Chairman of the Board on July 14,
2004.
(d) Ms. Groehl's title was Senior Vice President, Sales and
Marketing until March 22, 2005, when she became Senior Vice
President, Sales. Ms. Groehl retired from the Company effective
June 10, 2005.
(e) Mr. Schaefer's title was Senior Vice President, Technology
until March 22, 2005, when he became Senior Vice President,
Marketing. Mr. Schaefer became an executive officer on July 17,
2003, but the salary shown for him is the salary paid to him by
the Company for the entire 2004 fiscal year. Under the Securities
and Exchange Commission's rules regarding the disclosure of
executive compensation, no information is required to be provided
for Mr. Schaefer for the 2003 fiscal year during which he was not
an executive officer.
(f) Mr. Stamer's title was Senior Vice President, Finance until
July 17, 2003, when he was elected Senior Vice President and
Chief Financial Officer.
(g) Mr. Watson's title was Senior Vice President, Engineering
until May 2001, when he became Senior Vice President, Engineering
and Technology, and he also became Senior Vice President, Asian
Business Unit in August 2002. Mr. Watson's title was changed to
Senior Vice President, Engineering in July 2003. The amounts
shown for Mr. Watson under "Other Annual Compensation" consist of
certain expenses paid on his behalf by the Company in connection
with his assignment to Singapore in August 2002 and certain
living expenses incurred by him in Singapore but paid by the
Company pursuant to an agreement between Mr. Watson and the
Company relating to his assignment to Singapore.
Stock Options
The Company's 2002 Stock Option Plan provides for the grant
to key employees of the Company of both options which qualify as
incentive stock options under the Internal Revenue Code of 1986
and non-qualified stock options. The 2002 Stock Option Plan is
administered by the Stock Option Committee.
The following table provides information with respect to
options to purchase shares of Common Stock granted pursuant to
the 2002 Stock Option Plan to the named executive officers during
the Company's last fiscal year.
Options/SAR Grants in Last Fiscal Year
Number of
Securities % of Total
Underlying Options/SARs
Options/SA Granted to Exercise
Rs Granted Employees in or Base
(#) Fiscal Year Price Expiration
Name (a) ($/sh.) Date
Brian E. Shore 20,000 12.5% $23.00 July 8, 2014
Stephen E. Gilhuley 7,500 4.7% 23.00 July 8, 2014
Emily J. Groehl 7,500 4.7% 23.00 July 8, 2014
Steven P. Schaefer 15,000 9.4% 23.00 July 8, 2014
Murray O. Stamer 7,500 4.7% 23.00 July 8, 2014
Gary M. Watson 7,500 4.7% 23.00 July 8, 2014
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term (b)
Name 0%($) 5%($) 10%($)
Brian E. Shore $-0- $289,292 $733,122
Stephen E. Gilhuley -0- 108,484 274,921
Emily J. Groehl -0- 108,484 274,921
Steven P. Schaefer -0- 216,969 549,841
Murray O. Stamer -0- 108,484 274,921
Gary M. Watson -0- 108,484 274,921
(a) Options become exercisable 25% one year from the date of
grant with an additional 25% exercisable each succeeding
anniversary of the date of grant. The Company has not granted
stock appreciation rights.
(b) The potential realizable value portion of the foregoing table
illustrates value that might be realized upon exercise of the
options at the expiration of their term, assuming the
specified compounded rates of appreciation on the Company's
Common Stock over the life of the options. This schedule does
not take into account provisions of the options providing for
termination of the option following termination of
employment, nontransferability or vesting over periods of
four years. The dollar amounts under these columns are the
result of calculations at the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not
intended to forecast possible future appreciation, if any, of
the Company's stock price. The column indicating 0%
appreciation is included to reflect the fact that a zero
percent gain in stock price will result in zero dollars for
the optionee. No gain to the optionees is possible without an
increase in stock price, which will benefit all shareholders
commensurately.
Aggregated Option Exercises in the Last Fiscal Year and Fiscal
Year-End Option Values
The following table provides information regarding the pre-
tax value realized from the exercise of stock options by the
named executive officers during the Company's last fiscal year
and the value of unexercised options held by such executive
officers as of the end of such fiscal year.
Number of Securities
Underlying Unexercised
Shares Options/SARs at FY-End
Acquired Value (#)
Name On Exercise Realized -------------------------
(#)(a) $(b) Exercisable Unexercisable
Brian E. Shore (d) 30,000 $430,50 422,500 57,500
Stephen E. Gilhuley 2,880 15,255 38,491 23,125
Emily J. Groehl -0- -0- 47,634 24,375
Steven P. Schaefer -0- -0- 7,750 29,250
Murray O. Stamer 7,500 40,864 21,875 23,125
Gary M. Watson -0- -0- 40,000 25,000
Value of Unexercised
In-the-Money
Options/SARs
at FY-End ($)(c)
Name --------------------------
Exercisable Unexercisable
Brian E. Shore (d) $1,563,126 $ -0-
Stephen E. Gilhuley 62,009 -0-
Emily J. Groehl 53,986 -0-
Steven P. Schaefer -0- -0-
Murray O. Stamer -0- -0-
Gary M. Watson -0- -0-
(a) The Company has not granted stock appreciation rights.
(b) Value realized equals market value of the underlying shares
on the date of exercise, less the exercise price, times the
number of shares acquired, without deducting any taxes paid
by the employee.
(c) Value of unexercised options equals market value of the
shares underlying "in-the-money" options at February 27, 2005
($19.90 per share), less exercise price, times the number of
options outstanding.
(d) Mr. Shore exercised an option to purchase 30,000 shares of
Common Stock of the Company on May 7, 2004 because the
option, which had been granted on May 18, 1994, was scheduled
to expire on May 18, 2004.
Equity Compensation Plan Information
The following table provides information as of the end of
the Company's most recent fiscal year with respect to
compensation plans (including individual compensation
arrangements) under which equity securities of the Company are
authorized for issuance.
Number of
Number of securities
securities Weighted-average remaining
to be issued upon exercise price available for
exercise of of outstanding future issuance
outstanding options, under equity
options, warrants and compensation plans
Plan category warrants rights (excluding securities
and rights reflected in
column (A))
------------ -------------- --------------------
(A) (B) (C)
Equity compensation
plans approved by
securities holders
(a) 1,283,819 $20.71 565,885
Equity compensation
plans not approved by
security holders
(a) -0- -0- -0-
Total 1,283,819 $20.71 565,885
---------------
(a)The Company's only equity compensation plans are its 2002 Stock
Option Plan, which was approved by the Company's shareholders in
July 2002, and its 1992 Stock Option Plan, which was approved by the
Company's shareholders in July 1992. Authority to grant additional
options under the 1992 Plan expired on March 24, 2002, and all
options granted under the 1992 Plan will expire in March 2012 or
earlier; and authority to grant additional options under the 2002
Plan will expire on May 21, 2012, and all options granted to date
under the 2002 Plan will expire in January 2015 or earlier.
Employment and Consulting Agreements
Jerry Shore was Chairman of the Board of the Company until
July 14, 2004, President of the Company until March 4, 1996 and
Chief Executive Officer of the Company until November 19, 1996.
In accordance with the provisions of an amended and restated
employment agreement between Jerry Shore and the Company, as
amended, Jerry Shore served as Chairman of the Board, and
effective as of March 3, 1997, the first day of the Company's
1998 fiscal year, he retired from full-time employment with the
Company and commenced serving as a consultant for a term of five
years. In accordance with the employment agreement, he was being
paid an annual consulting fee equal to 60% of his base salary in
effect under the agreement at the time of his retirement, subject
to an indexed cost of living increase. In October 1997, in
connection with the Company's agreement to participate in a split
dollar life insurance agreement for Jerry Shore's benefit as
discussed below, Jerry Shore agreed to extend his consulting term
for an additional year and agreed not to compete with the Company
during the consulting term. Jerry Shore's consulting term expired
on March 2, 2003.
In October 1997, the Company entered into a split-dollar
life insurance agreement with a trust established by Jerry Shore
for the benefit of his descendants, of which Jerry Shore's
children, including Brian E. Shore, are the trustees. Pursuant to
this agreement, the Company pays to Jerry Shore an amount equal
to the portion of the annual premiums on two life insurance
policies held in the trust that represents the "economic benefit"
to Jerry Shore calculated in accordance with United States
Treasury Department rules then in effect ($6,703 in the 2004
fiscal year), and the Company pays the balance of the annual
premiums on the policies to the insurers. The Company made no
payment for the balance of the annual premiums in the 2005 fiscal
year; and in light of certain provisions of the Sarbanes-Oxley
Act of 2002, the Company made no payment for the balance of the
annual premiums in the 2004 fiscal year. Both policies are joint
life policies payable on the death of the survivor of Jerry Shore
and his spouse, with an aggregate face value of $5 million. The
aggregate amount of the premiums on the policies paid by the
Company constitutes indebtedness from the trust to the Company
and is secured by collateral assignments of the policies. Upon
the termination of the split-dollar life insurance agreement,
whether by the death of the survivor of the insureds or the
earlier termination of the agreement, the Company is entitled to
be repaid by the trust the amount of such indebtedness.
Board, Compensation Committee and Stock Option Committee Report
on Executive Compensation
Compensation of the Company's executive officers is composed
of salary, annual cash bonuses, stock options and the Company's
Profit Sharing Plan. The Board has a Compensation Committee which
considers and takes any necessary action regarding the
compensation of the Company's Chief Executive Officer, other than
the grant of stock options or compensation pursuant to plans
administered by the Board. The Board determines the annual salary
and cash bonus for each executive officer other than the Chief
Executive Officer, taking into account the recommendations of the
Chief Executive Officer. The Board also has a Stock Option Com
mittee which administers the Company's Stock Option Plans,
including decisions as to the number of options to grant to each
executive officer. The amount of discretionary contributions to
the Profit Sharing Plan for each fiscal year is determined by the
Board of Directors.
Salaries of executive officers are determined based on the
significance of the position to the Company, individual
experience and expertise, individual performance and information
gathered informally as to compensation levels of comparable
companies in the same geographic location as the Company. The
Board reviews the salary of each executive officer (other than
the Chief Executive Officer) annually and makes adjustments as
appropriate, taking into account the recommendations of the Chief
Executive Officer.
Decisions as to the award of annual cash bonuses to
executive officers with respect to each fiscal year are made
after the close of the fiscal year. The amount awarded to each
executive officer is based on the Company's overall performance,
individual performance, base salary level, bonuses paid in prior
years and overall equity and fairness.
The Company typically grants stock options under the
Company's Stock Option Plan once each year. The Stock Option
Committee bases its decisions on individual performance, base
salary and bonus levels, recommendations from senior management
and overall equity and fairness.
The Board decides annually the amount of the Company's
contribution to the Profit Sharing Plan. The amount of such
contribution is discretionary, but may not exceed 15% of the
total remuneration paid to eligible employees or such other
amount as is allowed under the Internal Revenue Code of 1986, as
amended (the "Code"). Subject to this limit, the Board determines
the amount to be contributed for each year based on the Company's
overall performance, the amount contributed in prior years and
the amounts of prior contributions recently forfeited by eligible
employees due to termination of employment prior to vesting. The
Profit Sharing Plan is a broad-based plan in which numerous
employees as well as executive officers are eligible to par
ticipate. Once the Company contribution is made, amounts are
allocated to eligible employees in accordance with a formula
based on their remuneration.
The Board, the Compensation Committee and the Stock Option
Committee, as the case may be, use no set formulas in making
their determinations and may afford different weight to different
factors for each executive officer. Such weighting may vary from
year to year.
The Board and the Compensation Committee have reviewed the
impact of Section 162(m) of the Code which limits the
deductibility of certain otherwise deductible compensation in
excess of $1 million paid to the Chief Executive Officer and the
other executive officers named in the table set forth under the
caption "Executive Compensation - Summary Compensation" elsewhere
in this Proxy Statement. It is the Company's policy to attempt to
design its executive compensation plans and arrangements to be
treated as tax deductible compensation wherever, in the judgment
of the Board or the Compensation Committee, as the case may be,
to do so would be consistent with the objectives of that
compensation plan or arrangement. Accordingly, the Board and the
Compensation Committee from time to time may consider whether
changes in the Company's compensation plans and arrangements may
be appropriate to continue to fulfill the requirements for
treatment as tax deductible compensation under the Code.
The Board of Compensation Stock Option
Directors Committee Committee
Mark S. Ain Anthony Chiesa, Chairman Anthony Chiesa, Chairman
Dale Blanchfield Dale Blanchfield Lloyd Frank
Anthony Chiesa Steven T. Warshaw Steven T. Warshaw
Lloyd Frank
Brian E. Shore
Steven T. Warshaw
Compensation Committee Interlocks and Insider Participation
Anthony Chiesa, a member of the Compensation and Stock
Option Committees, is a former Vice President of the Company who
retired in 1977. Lloyd Frank, also a member of the Stock Option
Committee, prior to April 1, 2005 was of counsel to the law firm
Jenkens & Gilchrist Parker Chapin LLP, which firm was retained to
provide counsel to the Company during its fiscal year ended March
2, 2003 but not during its last two fiscal years. Brian E. Shore,
a director of the Company who is also President and Chief
Executive Officer of the Company, participated in deliberations
of the Board relating to the amount of the Company's contribution
to the Profit Sharing Plan during the Company's last fiscal year.
In addition, Mr. Shore participated in the Board's determination
of the annual salaries and cash bonuses for the executive
officers of the Company, other than himself.
STOCK PERFORMANCE GRAPH
The graph set forth below compares the annual cumulative
total return for the Company's five fiscal years ended February
27, 2005 among the Company, the New York Stock Exchange Market
Index (the "NYSE Index") and a Media General Financial Services
index for electronic components and accessories manufacturers
(the "Group Index") comprised of the Company and 269 other com
panies. The companies in the Group Index are classified in the
same three-digit industry group in the Standard Industrial
Classification Code system and are described as companies
primarily engaged in the manufacture of electronic components and
accessories. The returns of each company in the Group Index have
been weighted according to the company's stock market capitaliza
tion. The graph has been prepared based on an assumed investment
of $100 on February 25, 2000 and the reinvestment of dividends
(where applicable).
[Graph]
2000 2001 2002 2003 2004 2005
Park Electrochemical $100.00 $223.81 $174.41 $104.33 $183.90 $144.93
Group Index 100.00 43.77 37.92 21.10 38.84 29.21
NYSE Index 100.00 107.31 100.77 79.55 113.44 123.57
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
officers and directors, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission and the New York Stock Exchange.
Officers, directors and greater than 10 percent shareholders are
required by regulations of the Securities and Exchange Commission
to furnish the Company with copies of all Section 16(a) reports
they file. Based solely on a review of the copies of such reports
furnished to the Company, or written representations that no Form
5 reports were required, the Company believes that all Section
16(a) filing requirements applicable to its officers, directors
and greater than 10 percent beneficial owners were complied with
during the 2005 fiscal year.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2006
Annual Meeting of Shareholders pursuant to Rule 14a-8 under the
Exchange Act must be received by the Company at the Company's
principal executive offices for inclusion in the Proxy Statement
and form of Proxy relating to that meeting by February 21, 2006.
In order for shareholder proposals made outside of Rule 14a-8
under the Exchange Act to be considered "timely" within the
meaning of Rule 14a-4(c) under the Exchange Act, such proposals
must be received by the Company at the Company's principal
executive offices by April 21, 2006. The Company's By-Laws
require that proposals of shareholders made outside of Rule 14a-8
under the Exchange Act must be submitted, in accordance with the
requirements of the By-Laws, not later than April 21, 2006 and
not earlier than March 22, 2006.
OTHER MATTERS
Audit Committee Report
The Audit Committee assists the Board in fulfilling its
oversight responsibilities with respect to the accounting,
auditing, financial reporting, internal control and legal
compliance functions of the Company and its subsidiaries. The
Board of Directors has determined that all members of the Audit
Committee are "independent", as required by the current rules of
the New York Stock Exchange. The Committee functions pursuant to
a Charter that has been adopted by the Board, as required by
rules of the New York Stock Exchange.
Management of the Company is responsible for the
preparation, presentation and integrity of the Company's
financial statements, and for maintaining appropriate accounting
and financial reporting principles and policies and internal
controls and procedures designed to provide reasonable assurance
of compliance with accounting standards and applicable laws and
regulations. The independent accountants are responsible for
planning and carrying out an audit in accordance with generally
accepted auditing standards and expressing an opinion as to the
conformity of the financial statements with generally accepted
accounting principles.
In the performance of its oversight function, the Audit
Committee has reviewed and discussed the audited financial
statements for the fiscal year ended February 27, 2005 with
management and with Grant Thornton LLP, the Company's independent
public accountants for the 2005 fiscal year. The Audit Committee
has also received from the independent accountants a letter
pursuant to Statement on Auditing Standards No. 61, Codification
of Statements on Auditing Standards, AU 380, as currently in
effect, and has discussed the matters referred to in such letter
with the independent accountants. The Audit Committee has also
received the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees,
as currently in effect. The Audit Committee has considered
whether the provision of non-audit services by the independent
accountants to the Company is compatible with maintaining the
accountants' independence and has discussed with Grant Thornton
LLP their independence.
The members of the Audit Committee are not professionally
engaged in the practice of auditing or accounting. The Audit
Committee's considerations and discussions referred to above do
not assure that the audit of the Company's financial statements
for the fiscal year ended February 27, 2005 has been carried out
in accordance with generally accepted auditing standards or that
the financial statements are presented in accordance with
generally accepted accounting principles.
Based upon the review and discussions described in this
Report, and subject to the limitations on the role and
responsibilities of the Audit Committee referred to above and in
the Charter, the Audit Committee has recommended to the Board
that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 2005 for filing with the Securities and Exchange
Commission.
Audit Committee
Lloyd Frank, Chairman
Mark S. Ain
Anthony Chiesa
Steven T. Warshaw
Auditor and Fees
As previously reported by the Company, on August 5, 2004,
the Audit Committee engaged Grant Thornton LLP as the Company's
independent auditor for the fiscal year ended February 27, 2005.
Grant Thornton's engagement by the Company commenced with its
review of the Company's financial statements for the 2005 fiscal
year second quarter ended August 29, 2004.
The Company has not in the two fiscal years or any
subsequent interim period preceding the engagement of Grant
Thornton by the Company consulted Grant Thornton regarding (i)
the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered
on the Company's financial statements, or (ii) any matter that
was either the subject of a "disagreement" or a "reportable
event", as such terms are defined in Item 304(a)(l)(iv) and (v)
of Regulation S-K of the Securities and Exchange Commission.
A representative of Grant Thornton LLP is expected to be
present at the Annual Meeting and will have an opportunity to
make a statement if such representative so desires and will be
available to respond to appropriate questions.
The Audit Committee has appointed Grant Thornton LLP as
independent auditor of the Company for the current fiscal year,
which ends February 26, 2006.
As previously reported by the Company, the Company was
notified by Ernst & Young LLP on May 26, 2004 that Ernst & Young
would decline reappointment as the Company's independent auditor
for the 2005 fiscal year, although Ernst & Young and the Company
agreed that Ernst & Young would review the Company's financial
statements for its 2005 fiscal year first quarter ended May 30,
2004. Prior to receiving such notice from Ernst & Young, the
Company, with the approval of the Audit Committee, had begun the
process of interviewing other major independent accounting firms
to be the Company's independent auditor for the 2005 fiscal year.
The reports of Ernst & Young on the Company's financial
statements for the last two fiscal years preceding termination of
the client-auditor relationship did not contain any adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
As Ernst & Young's decision did not involve any
disagreements with the Company, the Audit Committee did not
participate in the termination of the client-auditor relationship
with Ernst & Young, although, as stated above, the Audit
Committee had previously authorized the Company to begin the
process of interviewing other accounting firms to be the
Company's independent auditor for the 2005 fiscal year.
During the last two fiscal years preceding termination of
the client-auditor relationship and through May 26, 2004, there
were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements,
if not resolved to Ernst & Young's satisfaction, would have
caused Ernst & Young to make reference thereto in Ernst & Young's
report on the financial statements for such years or interim
period.
During the last two fiscal years preceding termination of
the client-auditor relationship and through May 26, 2004, there
were no "reportable events," as such term is defined in Item
304(a)(1)(v) of Regulation S-K of the Securities and Exchange
Commission.
The following table shows the fees paid or accrued for audit
services and fees paid or accrued for audit-related, tax and all
other services rendered by Grant Thornton LLP for the fiscal year
ended February 27, 2005 and by Ernst & Young LLP for the fiscal
year ended February 29, 2004:
2005 2004
Audit Fees (a) $399,167 $354,421
Audit-Related Fees (b) 0 18,000
Tax Fees (c) 10,000 44,883
All Other Fees (d) 0 4,531
-------- --------
$409,167 $421,835
(a) Audit fees include fees for the audit of the
Company's consolidated financial statements, interim
reviews of the Company's quarterly financial
statements, audit services provided in connection
with required statutory audits of many of the
Company's subsidiaries and the audit of the
Company's management's assessment of the
effectiveness of internal control over financial
reporting.
(b) Audit-related fees include primarily fees for
certain audits of subsidiaries not required for
purposes of Grant Thornton's or Ernst & Young's
audit of the Company's consolidated financial
statements but for other statutory or regulatory
requirements and the annual audit of the Company's
Employees' Profit Sharing and 401(k) Retirement
Savings Plan.
(c) Tax fees include fees for services relating to tax
compliance, tax planning and tax advice. These
services include assistance regarding federal, state
and international tax compliance, tax return
preparation and tax audits.
(d) All other fees include primarily fees for certain
employment law and employee benefit plan services
which are no longer permitted to be performed by the
Company's auditor under the Sarbanes-Oxley Act of
2002, but which were permitted at the time they were
arranged for prior to May 6, 2003.
The services performed by Grant Thornton and the services
performed by Ernst & Young in connection with engagements
subsequent to May 6, 2003 were pre-approved in accordance with
the pre-approval policy adopted by the Audit Committee.
Audit Committee Pre-Approval Policy
The policy of the Audit Committee is to require that all
services to be provided to the Company by the Company's auditor
must be approved by the Audit Committee before such services are
provided by the auditor.
Directors' and Officers' Liability Insurance
The Company has for many years maintained directors' and
officers' liability insurance and fiduciary liability insurance
covering the directors and officers of the Company and its
subsidiaries against certain claims arising out of their service
to the Company and its subsidiaries and to certain employee
benefit plans of the Company and its subsidiaries. The current
directors' and officers' liability insurance policy runs for a
period of one year expiring May 17, 2006 at a total cost of
$270,000; and the current fiduciary liability insurance policy
runs for a period of one year expiring June 17, 2006 at a one-
year cost of $27,250.
Proxy Solicitation
The Company will bear the expense of proxy solicitation.
Directors, officers and employees of the Company and its
subsidiaries may solicit proxies by mail, telephone, telegraph,
facsimile or in person (but will receive no additional
compensation for such solicitation). The Company also has
retained D. F. King & Co., Inc., New York, New York, to assist in
the solicitation of proxies in the same manner at an anticipated
fee of approximately $6,000, plus reimbursement of certain out-of-
pocket expenses. In addition, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward
the soliciting material to beneficial owners and to obtain
authorizations for the execution of proxies, and if they in turn
so request, the Company will reimburse such brokerage houses and
other custodians, nominees and fiduciaries for their expenses in
forwarding such material.
Director Candidates
The Nominating Committee will consider director candidates
recommended by shareholders. In considering candidates submitted
by shareholders, the Nominating Committee will take into
consideration the needs of the Board and the qualifications of
the candidate. The Committee may also consider the number of
shares held by the recommending shareholder and the length of
time that such shares have been held. To have a candidate
considered by the Nominating Committee, a shareholder must submit
the recommendation in writing and must include the name of the
shareholder and evidence of the person's ownership of Company
stock, including the number of shares owned and the length of
time of ownership, and the name of the candidate, the candidate's
resume or a listing of his or her qualifications to be a director
of the Company and the person's consent to be named as a director
if selected by the Nominating Committee and nominated by the
Board.
The shareholder recommendation and information described
above must be sent to the Corporate Secretary at the Company's
office at 48 South Service Road, Melville, New York 11747 and
must be received by the Corporate Secretary not less than 120
days prior to the anniversary date of the Company's most recent
annual meeting of shareholders.
The Nominating Committee believes that the minimum
qualifications for serving as a director of the Company are that
a nominee demonstrate, by significant accomplishment in his or
her field, an ability to make a meaningful contribution to the
Board's oversight of the business and affairs of the Company and
have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities.
In addition, the Nominating Committee examines a candidate's
specific experiences and skills, time availability in light of
other commitments and potential conflicts of interest.
The Nominating Committee identifies potential nominees by
asking current directors and executive officers to notify the
Committee if they become aware of persons, meeting the criteria
described above, who have had a change in circumstances that
might make them available to serve on the Board - for example,
retirement as a CEO or CFO of a public company. As described
above, the Nominating Committee will also consider candidates
recommended by shareholders.
Once a person has been identified by the Nominating
Committee as a potential candidate, the Committee may collect and
review publicly available information regarding the person to
assess whether the person should be considered further. If the
Nominating Committee determines that the candidate warrants
further consideration, the Chairman or another member of the
Committee contacts the person. Generally, if the person expresses
a willingness to be considered and to serve on the Board, the
Nominating Committee requests information from the candidate,
reviews the candidate's accomplishments and qualifications,
including in light of any other candidates that the Committee
might be considering, and conducts one or more interviews with
the candidate. In certain instances, Nominating Committee
members may contact one or more references provided by the
candidate or may contact other members of the business community
or other persons that may have greater first-hand knowledge of
the candidate's accomplishments. The Nominating Committee's
evaluation process does not vary based on whether or not a
candidate is recommended by a shareholder, although, as stated
above, the Committee may take into consideration the number of
shares held by the recommending shareholder and the length of
time that such shares have been held.
Communications with Directors
The Board has established a process to receive
communications from shareholders and other interested parties.
Shareholders and other interested parties may contact any member
(or all members) of the Board, including the non-management
directors as a group, by mail. To communicate with the Board of
Directors, any individual director or the non-management
directors, correspondence should be addressed to the Board of
Directors or any such individual director or the non-management
directors by either name or title. All such correspondence should
be sent "c/o Corporate Secretary" at the Company's office at 48
South Service Road, Melville, New York 11747.
All communications received as set forth in the preceding
paragraph will be opened by the office of the Company's General
Counsel for the sole purpose of determining whether the contents
represent a message to the directors of the Company. Any
contents that are not in the nature of advertising, promotions of
a product or service, or patently offensive material will be
forwarded promptly to the addressee. In the case of
communications to the Board or the non-management directors, the
General Counsel's office will make sufficient copies of the
contents to send to each director who is a member of the group to
which the communication is addressed.
Code of Ethics and Business Conduct
For more than thirty-five years, the Company has maintained
basic corporate rules and guidelines agreed to in writing by its
chief executive officer and its business unit presidents and
controllers. Such rules and guidelines cover such matters as
personnel guidelines, transactions with suppliers, conflicts of
interest and business ethics, transactions with relatives and
friends, cash control and consolidations, capital expenditures,
disposal of property, plant, equipment and inventory, insurance
programs, legal matters and contracts, credit and collections,
unusual business transactions and special charges and transfer
charges, inventory levels, weekly and monthly financial reports
and annual business plans, employee safety and environmental
matters.
The Board has adopted a Code of Ethics for the Company's
chief executive officer, chief financial officer and controller,
and as required by rules of the New York Stock Exchange, the
Board has adopted a Code of Business Conduct and Ethics for the
Company's directors, officers and employees. Substantially all of
the matters required to be addressed in the Code of Ethics and
Code of Business Conduct and Ethics have been addressed in the
corporate rules and guidelines which the Company has maintained
since 1967, although the new Code of Business Conduct and Ethics
applies to all directors, officers and employees of the Company
and its subsidiaries.
The Company has filed its Code of Ethics as Exhibit 14.1 to
its Form 10-K Annual Report for the fiscal year ended February
29, 2004, as provided by rules of the Securities and Exchange
Commission, and the Company's Code of Business Conduct and Ethics
is available on the Company's web site at www.parkelectro.com
under the caption "Charters and Codes" as required by rules of
the New York Stock Exchange. In addition, a copy of the Company's
Code of Business Conduct and Ethics is available in print to any
shareholder upon request submitted to the Corporate Secretary at
the Company's office at 48 South Service Road, Melville, New York
11747. The Company intends to satisfy any disclosure requirements
regarding an amendment to, or waiver from, the Code of Ethics by
posting such information on the Company's web site at the above
internet address.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which
are available on the Company's web site at www.parkelectro.com
under the caption "Charters and Codes" as required by rules of
the New York Stock Exchange and are available in print to any
shareholder upon request submitted to the Corporate Secretary at
the Company's office at 48 South Service Road, Melville, New York
11747.
Other Matters to be Presented to the Meeting
The Board does not know of any other matters to be brought
before the Meeting. If any other matters not mentioned in this
Proxy Statement are properly brought before the Meeting,
including matters incident to the conduct of the Meeting or
relating to the adjournment thereof, the persons named in the
enclosed proxy intend to vote such proxy in accordance with their
best judgment on such matters.
Annual Report
The Annual Report, including financial statements, of the
Company for the fiscal year ended February 27, 2005 is enclosed
herewith but is not a part of the proxy soliciting material.
By Order of the Board of Directors,
Stephen E. Gilhuley
Senior Vice President,
Secretary and General Counsel
Dated: June 21, 2005
[PROXY CARD]
PARK ELECTROCHEMICAL CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS July 20, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints ANTHONY
CHIESA, LLOYD FRANK and BRIAN E. SHORE, and each of them, the
attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of
PARK ELECTROCHEMICAL CORP. (the "Company") to be held at The Bank
of New York, One Wall Street, New York, New York on July 20, 2005
at 10:00 o'clock A.M., New York time, and any adjournments or
postponements thereof, to vote all the shares of Common Stock of
the Company which the undersigned would be entitled to vote if
personally present upon the following matters:
The Board of Directors recommends a vote "FOR" proposal 1.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the
contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below.
DALE BLANCHFIELD, ANTHONY CHIESA, LLOYD FRANK,
BRIAN E. SHORE and STEVEN T. WARSHAW
(INSTRUCTION: To withhold authority to vote for any
individual nominee, check the "FOR" box above and write
the nominee's name in the space provided below.)
____________________________________________________________
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2. The transaction of such other business as may properly come
before the meeting.
Each properly executed proxy will be voted in accordance with
specifications made hereon. If no specification is made, the
shares represented by this Proxy will be voted "FOR" the
nominees, and in the discretion of the Proxies on any other
business as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Company's
2005 Annual Report and the accompanying Notice of Meeting and
Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Dated: _______________________,
2005
___________________________________
_
___________________________________
_
(Signature(s) of Shareholder(s))
Please date and sign exactly as
name appears hereon. Executors,
administrators, trustees, etc.
should so indicate when signing. If
shares are held jointly, both
owners should sign.