================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
ESCALADE, INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE
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 transaction 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: ............................................................
================================================================================
ESCALADE, INCORPORATED
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
APRIL 24, 2004
9:00 A.M. CENTRAL TIME
Dear Stockholder:
You are cordially invited to attend our 2004 Annual Stockholders'
Meeting, which will be held at 9:00 a.m. Central Time on Saturday, April 24,
2004 at the Company's Evansville facility located at 817 Maxwell Avenue,
Evansville, Indiana.
We are holding the annual meeting for the following purposes:
1. To elect to the Board seven (7) Directors as set forth herein;
2. To acknowledge the appointment of BKD LLP, to serve as independent
auditors for the Company for the year 2004;
3. To act on a proposal to increase the authorized number of shares of
common stock to 30 million shares; and
4. To transact such other business that may properly come before the
meeting or any adjournment thereof.
These items are fully described in the proxy statement, which is part of
this notice. We have not received notice of other matters that may be properly
presented at the annual meeting.
TO ENSURE THAT YOUR VOTE IS PROMPTLY RECORDED, PLEASE VOTE AS SOON AS
POSSIBLE, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON. PLEASE SIGN, MARK
AND RETURN THE PROXY ENCLOSED WITH THIS NOTICE AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors
TERRY D. FRANDSEN
V.P. Finance, CFO & Secretary
Wabash, Indiana
March 22, 2004
1
PROXY STATEMENT
The Board of Directors of Escalade, Incorporated (hereinafter referred
to as "Escalade" or the "Company"), headquartered at 251 Wedcor Avenue, Wabash,
Indiana 46992 ((260) 569-7208), is soliciting proxies, the form of which is
enclosed, for the Annual Meeting of Stockholders to be held on Saturday, April
24, 2004, at 9:00 a.m. Central Time. Each of the 6,476,391 shares of common
stock outstanding on February 27, 2004 is entitled to one vote on all matters
acted upon at the meeting and only Stockholders of record on the books of the
Company at the close of business on February 27, 2004 will be entitled to vote
at the meeting, either in person or by proxy.
The shares represented by all properly executed proxies received by the
Company will be voted as designated and each not designated will be voted
affirmatively. Unless discretionary authority is withheld, all other matters
coming before the meeting will be voted according to the best judgment of the
proxies. Any proxy given by a shareholder of record may be revoked at any time
before it is voted, by written notice to the Company's Secretary, by execution
of a later dated proxy, or by a personal vote at the Annual Meeting. This proxy
statement is being mailed to shareholders on or about March 22, 2004.
The expense of soliciting proxies will be borne by the Company. Proxies
will be solicited principally by mail, but may also be solicited by Directors,
Officers, and other regular employees of the Company, who will receive no
compensation in addition to their regular salaries. Bankers and others who hold
stock in trust will be asked to send proxy materials to the beneficial owners of
the stock, and the Company may reimburse them for their expenses.
The holders of a majority of the Company's outstanding Common Stock must
be present or represented by proxy at the Annual Meeting to constitute a quorum.
The seven (7) nominees receiving the greatest number of votes cast at
the Annual Meeting upon the presence of a quorum will be elected as directors. A
properly executed proxy marked "Withhold Authority to Vote" with respect to the
election of one or more directors will not be voted with respect to the director
or directors indicated, although it will be counted for purposes of determining
whether there is a quorum present at the Annual Meeting. The persons named as
proxies in the enclosed proxy will vote for the election of the nominees named
below unless authority to vote is withheld.
For each other item presented at the Annual Meeting, the affirmative
vote of the holders of a majority of the Company's shares present or represented
by proxy at the Annual Meeting and entitled to vote on the item will be required
for approval. A properly executed proxy marked "Abstain" with respect to any
such matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum present at the Annual Meeting.
Accordingly, an abstention will have the effect of a negative vote.
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes"
will, however, be counted in determining whether there is a quorum.
The Annual Report of the Company for the year of 2003 is being mailed to
you with this proxy statement, but such report and financial statements are not
a part of this proxy statement.
2
CERTAIN BENEFICIAL OWNERS
Under Rule 13(d) of the Securities Exchange Act of 1934, a beneficial
owner of a security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such beneficial owner under
this definition needs not enjoy the economic benefit of such securities. The
following table sets forth certain information regarding beneficial ownership of
the Company's Common Stock by its Executive Officers and by the only
stockholders deemed to be beneficial owners of 5% or more of the Common Stock of
the Company as of February 27, 2004.
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE
TITLE OF CLASS OF BENEFICIAL OWNER OF OWNERSHIP OF CLASS
------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS
------------------
Common Stock Robert E. Griffin 1,657,730 (1) 25.6% (1)
817 Maxwell Avenue
Evansville, Indiana 47717
Common Stock C. W. "Bill" Reed 476,655 (2) 7.4% (2)
251 Wedcor Avenue
Wabash, Indiana 46992
Common Stock Terry D. Frandsen 23,100 (3) 0.4% (3)
251 Wedcor Avenue
Wabash, Indiana 46992
OTHER 5% STOCKHOLDERS
---------------------
Common Stock Andrew and Charmenz Guagenti 563,071 (4) 8.7% (4)
216 Water Street
Newburgh, Indiana 47630
Common Stock Royce & Associates, LLC 355,500 5.5%
1414 Avenue of the Americas
New York, New York 10019
(1) Includes 472,158 shares held by a Family Limited Partnership and 631,960
shares held by his children. Mr. Griffin disclaims beneficial ownership of
those shares. Also includes 7,007 shares issuable upon the exercise of
outstanding stock options.
(2) Includes 112,500 shares issuable upon the exercise of outstanding stock
options.
(3) Includes 22,500 shares issuable upon exercise of outstanding stock options.
(4) Includes 220,065 shares held by Mr. Guagenti, in his name, in his directed
IRA, or as Trustee, and 343,006 shares owned by Mrs. Guagenti directly, in
her directed IRA, or as Trustee. Mr. and Mrs. Guagenti each disclaim
beneficial ownership of the shares held by the other.
3
ITEM NO. 1
ELECTION OF DIRECTORS
The Board of Directors voted to set the size of the Board at seven (7)
members. Yale A. Blanc, currently serving as a Director, has elected, for
personal reasons, to retire at the end of his current term and is not standing
for reelection. One member of the Board, A. Graves Williams passed away in
February 2004. The nominees presented for election include four individuals who
are current directors and three new independent candidates. Those persons whose
names are set forth below are standing for election. The term of office of the
Directors standing for election at the Annual Meeting will be until the next
annual meeting of the stockholders and until their successors are elected and
qualified.
Director candidates are nominated by the independent members of the
Board of Directors, as the Company does not believe that it is necessary to have
a separate Nominating Committee given the small size of the Board. The Board has
determined that potential candidates to be nominated to serve as directors
should have the following primary attributes: high achievement expectations with
regard to increasing shareholder value; uncompromising position on maintaining
ethics; conservative attitude towards financial accounting and disclosure; and
should be a shareholder of the Company to bring the perspective of a shareholder
to the Board. To date, the Board has not deemed it necessary to engage a third
party search firm to assist in identifying suitable candidates for directors,
but has the authority to do so in the future. No fees were paid to any such
search firm in connection with the nominees for directors named in this proxy
statement. The Board believes that the existing Board members and executive
management of the Company have sufficient networks of business contacts that
will likely form the candidate pool from which nominees will be identified. Once
a candidate is identified, as many members of the Board as feasible will meet
with such candidate and the Board as a whole subsequently will evaluate the
candidates using the criteria outlined above. The independent Board members will
then make the final determination of whether or not to nominate the candidate.
Other than the incumbent directors standing for reelection, the nominees for
directors named herein were identified by Robert E. Griffin and evaluated by all
members of the Board prior to being nominated.
The Company does not have a formal process by which stockholders can
propose nominees to serve as directors. If any stockholder would desire to
submit the names and qualifications of potential candidates for directors, the
Board would evaluate the possible nominee according to the above criteria and
would consider such person in comparison to all other candidates and the number
of directors then constituting the Board. The Company has not received any such
proposals for this Annual Meeting. Accordingly, the Board has made no rejections
or refusals of such candidates.
Information with respect to each of the nominees for the Board of Directors is
set forth as follows:
SHARES OF COMMON STOCK OF
THE COMPANY BENEFICIALLY
OWNED ON FEBRUARY 27,2004
-------------------------------
DIRECTOR PERCENT OF
NAME AND PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS SINCE (1) AGE NUMBER CLASS
------------------------------------------------------------------------------------------------------------------------------------
ROBERT E. GRIFFIN - Chairman since May, 1999,
Previously Chairman and Chief Executive Officer
of the Company since February 1994, Previously
President and Chief Executive Officer since 1976...................... 1973 69 1,657,730 (1) 25.6% (1)
BLAINE E. MATTHEWS, JR. - Director and Corporate
Secretary of Matthews 1812 House, Inc. since
1979, a mail order supplier of cakes and food
gifts................................................................. 1965 66 172,484 (2) 2.7% (2)
4
C. W. "BILL" REED - President and Chief
Executive Officer since May, 1999, Previously
President and Chief Operating Officer of the
Company since February, 1994 and President of
Martin Yale Industries, Inc. since 1980............................... 1997 57 476,655 (3) 7.4% (3)
KEITH P. WILLIAMS - President of Good Earth
Tools, Inc., Crystal City, Missouri since 1964,
a company specializing in wear-proofing with
tungsten carbide. (4)................................................. 1982 76 196,214 (5) 3.0% (5)
EDWARD E. (NED) WILLIAMS - Founder and President
of Ballast Tools, Incorporated, a manufacturer
of industrial equipment and supplies used for
railway track maintenance. Mr. Edward Williams
is also Vice President of Good Earth Tools, Inc. (4).................. Nominee 43 21,224 (6) 0.3% (6)
RICHARD D. WHITE - Founder and President of
Aeolus Capital LLC, an investment management
group focused on small capitalization valued
oriented investments in public companies and
control oriented private equity investments.
Until 2002, Mr. White was a Managing Director of
CIBC Capital Partners, the private equity
investment division of CIBC World Markets and a
Managing Director at its predecessor by
acquisition, Oppenheimer & Co., Inc., which he
joined in 1985. Mr. White serves as a director
of ActivCard Corp., G-III Apparel Group, Ltd.
and Midway Games, Inc. Mr. White is a certified
public accountant..................................................... Nominee 50 2,650 0.0%
GEORGE SAVITSKY - Founder and managing partner
of Savitsky, Satin & Company, a business
management company specializing in managing the
financial affairs of people in the entertainment
industry. Mr. Savitsky is a certified public
accountant............................................................ Nominee 65 8,000 0.1%
------------------------------------------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a Group (8 Individuals)....... 2,558,057 39.5%
(1) See note (1) under "Certain Beneficial Owners".
(2) Includes 42,000 shares held by his spouse. Mr. Blaine Matthews disclaims
beneficial ownership of those shares. Also includes 2,856 shares issuable
upon the exercise of outstanding stock options.
(3) See note (2) under "Certain Beneficial Owners".
(4) Mr. Keith Williams is the father of Mr. Edward Williams. Each disclaims
beneficial ownership of shares held by the other.
(5) Includes 11,487 shares held by his spouse. Mr. Keith Williams disclaims
beneficial ownership of those shares. Also includes 4,151 shares issuable
upon the exercise of outstanding stock options.
(6) Includes 18,519 shares owned by Good Earth Tools, Inc., of which Mr. Edward
Williams owns 33% of the outstanding voting stock and is an executive
officer. Mr. Edward Williams disclaims beneficial ownership of those shares.
While there is no reason to believe that any of the persons nominated
will, prior to the date of the meeting, refuse or be unable to accept the
nomination, should any person nominated so refuse or become unable to accept, it
is the intention of the persons named in the proxy to vote for such other person
or persons as the Directors recommend.
The Board does not have a formal policy regarding director attendance at
the Annual Meeting. Typically, the Board holds its annual organizational meeting
directly following the Annual Meeting, which results in most directors being
able to attend the Annual Meeting. In 2003, all six directors elected at the
Annual Meeting were in attendance at that meeting.
The Board has determined that all of the above named incumbent directors
and nominees for directors have met the independence standards of Rule
4200(1)(15) of the National Association of Securities Dealers listing standards
with the exceptions of Messrs. Griffin and Reed.
5
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of the names and ages of all of the executive
officers of the Company indicating all positions and offices held by each such
person as of the date of this Report. Mr. Griffin and Mr. Reed have served the
Company in various executive capacities throughout the past five years. Mr.
Frandsen joined the company in October 2002 as Vice President of Finance. He was
named Chief Financial Officer in September 2003. Prior to joining the Company,
Mr. Frandsen served as the Chief Operating Officer of Seiko Instruments USA,
Inc. from 1998. All such persons have been elected to serve until the next
annual election of officers and their successors are elected, or until their
earlier resignation or removal.
------------------------------------------------------------------------------------------------------------------------
Name Age as of February 27, 2004 Offices and Positions Held First Elected as Officer
------------------------------------------------------------------------------------------------------------------------
Robert E. Griffin 69 Chairman 12/76
------------------------------------------------------------------------------------------------------------------------
C. W. "Bill" Reed 57 CEO and President 2/94
------------------------------------------------------------------------------------------------------------------------
Terry D. Frandsen 46 V.P. Finance, CFO, Secretary 10/02
------------------------------------------------------------------------------------------------------------------------
BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS, AND FUNCTIONS
The Board of Directors of the Company currently consists of two members
who are executive officers (Robert E. Griffin and C.W. ("Bill") Reed) and three
non-employee members (Yale A. Blanc, Blaine E. Matthews, Jr., and Keith P.
Williams). There is currently one vacancy on the Board created by the February
2004 death of A. Graves Williams, Jr.
During 2003 the Board of Directors had five meetings. All Directors
attended 100% of the Board of Director with the exception of A. Graves Williams,
who because of health reasons was unable to attend two of the meetings held
outside the United States and died prior to the meeting held in February. All
directors attended all Committee meetings on which they served. The Board of
Directors intends to begin holding regular executive sessions of the independent
directors following the Annual Meeting. The Board has not designated a lead or
presiding director to chair those executive sessions, but may consider doing so
in the future.
The Company has a standing Audit Committee of the Board of Directors.
The Audit Committee is composed of Blaine E. Matthews, Jr. and Yale A. Blanc,
with A. Graves Williams, Jr. also serving prior to his death. Each of these
members meets the requirements for independence set forth in the Listing
Standards of the National Association of Securities Dealers, Inc. The Board has
also determined that Blaine E. Matthews, Jr. is an audit committee financial
expert. The Audit Committee as a whole held four meetings in 2003 and the
Committee Chair, as the Committee's authorized representative, met with the
independent auditors and management on three separate occasions to review the
interim financial information contained in each quarterly earnings announcement.
The main functions performed by the Audit Committee are to (1) review with the
independent auditors their observations on internal controls of the Company and
the competency of financial accounting personnel, (2) review with the chief
accounting officer and independent auditors, the accounting for specific items
or transactions as well as alternative accounting treatments and their effects
on earnings, (3) engage the firm of independent certified public accountants to
be hired by the Company and review that firm's independence, and (4) approve all
audit and non-audit services performed by the Company's independent auditors.
The Board of Directors has adopted a written charter for the Audit Committee,
which is attached as Annex 1 and which may be found on the Company's website at:
www.escaladeinc.com/OVERVIEW/Governance/Audit_Committee_Charter.pdf
6
The Board of Directors has a Compensation Committee comprised entirely
of independent directors and consisting of Keith P. Williams and, formerly, A.
Graves Williams, Jr. This committee met one time in 2003 to review salaries and
compensation levels within the Company. The Board of Directors also has a Stock
Option Committee consisting of Keith P. Williams and, formerly, A. Graves
Williams, Jr. This committee met one time in 2003 to review the granting of
options. As discussed above, the Board of Directors has no nominating committee.
The Board of Directors has adopted the Escalade, Incorporated Code of
Business Conduct and Ethics which may be found on the Company's website at
www.escaladeinc.com/OVERVIEW/Governance/Code%20of%20Conduct.htm. All employees
of the Company, including its chief executive officer and senior financial
officers, are subject to compliance with the Code.
Stockholders may communicate directly with the Board of Directors in
writing by sending a letter to the Board at: Escalade, Incorporated, 251 Wedcor
Avenue, Wabash, Indiana 46992. All communications directed to the Board will be
received and processed by the Company's office of the Chief Financial Officer
and will be transmitted to the Chairman of the Audit Committee without any
editing or screening by such office.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the best of the Company's knowledge, all of the Company's directors,
officers and 10% or more shareholders have timely filed with the Securities and
Exchange Commission all reports required to be so filed pursuant to Section 16
of the Securities Exchange Act of 1934 for 2003.
EXECUTIVE COMPENSATION
SUMMARY
The following table is a summary of the compensation paid by the Company
to Messrs. Griffin, Reed and Frandsen, its executive officers, for the last
three years. Also included is John R. Wilson, who retired from the Company
effective as of the end of fiscal year 2003 but was an executive officer prior
to his retirement.
----------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
----------------------------------------------------------------------------------------------------------------
Name and Principal Year Salary ($) Bonus ($) Other Annual Stock Options All Other
Position Compensation ($) (# Shares) Compensation ($)
(2) (3)
----------------------------------------------------------------------------------------------------------------
Robert E. Griffin 2001 75,927 -- 53,890 2,226 4,723
Chairman of the 2002 107,113 -- 58,945 2,009 3,214
Board 2003 107,383 (1) -- 64,475 -- 3,214
----------------------------------------------------------------------------------------------------------------
C. W. "Bill" Reed 2001 222,045 505,224 26,945 31,113 10,638
President & CEO 2002 245,704 472,511 29,473 30,000 11,258
Director 2003 239,435 (1) 600,869 32,237 15,000 14,825
----------------------------------------------------------------------------------------------------------------
Terry D. Frandsen 2001 -- -- -- -- --
VP Finance, CFO 2002 19,231 40,000 -- -- --
Secretary 2003 101,241 (1) 200,290 -- 7,500 --
----------------------------------------------------------------------------------------------------------------
John R. Wilson, 2001 96,714 198,722 20,128 15,000 7,159
former CFO and 2002 102,554 185,858 22,016 15,000 7,543
Secretary 2003 107,265 (1) 100,000 24,081 -- 7,874
----------------------------------------------------------------------------------------------------------------
(1) Of the amounts shown, the following was deferred pursuant to the Company's
401K retirement plan: Mr. Griffin ($9,644); Mr. Reed ($14,000); and Mr.
Wilson ($14,000). This amount also includes director fees for Mr. Griffin
($57,000) and Mr. Reed ($19,000).
(2) The amounts shown are the interest earned pursuant to the Company's deferred
compensation plan.
(3) In 2003, the amounts shown include the Company's following contributions to
the 401K retirement plan: Mr. Griffin ($3,018); Mr. Reed ($14,000); and Mr.
Wilson ($6,413). The amounts shown also include the dollar value of the
following group term life insurance premiums paid by the Company: Mr.
Griffin ($196); Mr. Reed ($825); Mr. Wilson ($1,461).
7
STOCK OPTIONS
The following table shows information concerning individual grants of
options to purchase the Company's common stock made in 2003 to the Company's
executive officers pursuant to the 1997 Incentive Stock Option Plan.
INDIVIDUAL GRANTS IN 2003
------------------------------------------------------------------------------------------------------------------------------------
Percent of Total Potential Realized Value
Options Granted To at Assumed Annual Rates of Stock Price
Options Granted Employees in Fiscal Exercise Price Expiration Appreciation for Option Term
Name (# Shares) Year ($/Share) Date (3)
------------------------------------------
5% ($) 10% ($)
------------------------------------------------------------------------------------------------------------------------------------
Robert E. Griffin -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
C.W. "Bill" Reed 15,000 (1) 16.93% $13.97 2/21/08 57,895 (2) 127,932 (4)
------------------------------------------------------------------------------------------------------------------------------------
Terry D. Frandsen 7,500 (1) 8.47% $13.97 2/21/08 28,947 (2) 63,966 (4)
------------------------------------------------------------------------------------------------------------------------------------
John R. Wilson -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
(1) Of the options granted pursuant to the Company's 1997 Incentive Stock Option
Plan, none are exercisable in the first year and then 25% of the grant
become exercisable in each of the next four years. Issued at market price on
day of grant.
(2) Calculated based upon assumed stock prices for the Company's common stock of
$17.83 and $22.50 respectively, if 5% and 10% annual rates of stock
appreciation are achieved over the full term of the option.
(3) The potential realizable gain equals the product of the number of shares
underlying the stock option grant and the difference between the assumed
stock price and the exercise price of each option.
The following table shows information on the Company's executive
officers exercise of stock options during 2003 and the number of outstanding
stock options held by such persons and the possible value of such options as of
December 27, 2003.
-------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN 2003 AND YEAR END OPTION VALUES
-------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options at 12/27/03 In-The-Money Options at
Shares Acquired Exercisable/ 12/27/03 Exercisable/
On Exercise Value Realized Unexercisable Unexercisable
Name (#) $ (1) (#) $ (2)
-------------------------------------------------------------------------------------------------------------------
Robert E. Griffin 1,998 11,109 7,007 / -- 165,174 / --
-------------------------------------------------------------------------------------------------------------------
C.W. "Bill" Reed 10,000 82,900 60,429 / 58,125 1,342,122 / 973,650
-------------------------------------------------------------------------------------------------------------------
Terry D. Frandsen -- -- -- / 7,500 -- / 117,750
-------------------------------------------------------------------------------------------------------------------
John R. Wilson 20,625 213,300 11,250 / 20,625 212,138 / 345,788
-------------------------------------------------------------------------------------------------------------------
(1) Value is calculated by determining the difference between the per share
exercise price and the per share fair market value of the common stock as of
the exercise date, multiplied by the number of shares acquired upon the
exercise of the options.
(2) The value of unexercised options is calculated by determining the difference
between $29.67 per share, the last reported sale price of the common stock
on the Nasdaq National Market on December 27, 2003, and the exercise price
of the option as of such date, multiplied by the number of shares subject to
the option.
COMPENSATION OF DIRECTORS
During 2003 all Directors of the Company except Mr. Griffin received a
retainer of $6,000 and a regular meeting fee of $3,000 for each meeting
attended. In addition, the Chairman of the Audit Committee received a $2,000
Chairman fee and the Chairman of the Compensation Committee received a $1,000
Chairman fee. Directors are reimbursed for their expenses incurred for attending
the meetings.
8
Mr. Griffin received $22,000 for performing his duties as Chairman of
the Board and for serving on the Board of Directors and its committees. Mr.
Griffin also receives a fee of $3,000 for each meeting attended.
Some of the Directors elected to receive some of these fees in shares of
the Company's common stock pursuant to the 1997 Director Stock Compensation and
Option Plan which was approved by shareholders at the 1997 annual meeting. Those
shares and options will not be issued until April 25, 2004. In 2003 there were
2,376 shares issued and 1,189 stock options issued pursuant to the plan. The
number of shares to be issued will be calculated based on the aggregate director
fees deferred by the director since the 2003 Annual Meeting divided by $13.09,
the closing share price on the first business day following the 2003 Annual
Meeting. Each director who elected to receive shares will also be granted stock
options in an amount equal to one half of the shares issued to the director at
an exercise price of $12.86 per share.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors determines
executive compensation. The Stock Option Committee of the Board of Directors
determines stock option grants. Both committees are comprised entirely of
non-management Directors. Based on the Company's past compensation practices,
the Company does not currently believe that Section 162 (m) of the Internal
Revenue Code, which limits the deductibility of executive compensation in
certain events, will adversely affect the Company's ability to obtain a tax
deduction for compensation paid to its executive officers.
REPORT OF THE COMPENSATION COMMITTEE
The Company's compensation package for its executive officers consists
primarily of base salary, incentive profit sharing bonuses and stock option
grants. Stock option grants are determined by the Stock Option Committee and are
discussed under that Committee's separate report. The Compensation Committee
determines base salaries and incentive profit sharing bonuses.
In general, base salary levels are set at the beginning of each year at
levels believed by this Committee to be sufficient to attract and retain
qualified executives when considered with the other components of the Company's
compensation structure. The primary considerations in determining whether base
salaries will be adjusted is the Company's income level generated in the
previous year and any changes in level of responsibility. The Committee also
subjectively reviews the individual performance of each executive officer. For
2003, the Committee believed that base salaries for executive officers and most
other management employees should be increased. The increases ranged from about
3% to 7%. The Committee increased Mr. Reed's base salary for 2003 by 5.0%.
This Committee believes that a significant portion of total annual cash
compensation should be subject to the Company's actual performance achieved in
that year. Consequently, the incentive profit sharing bonuses of the Company's
executive officers can be a significant percentage of their overall
compensation. Each of the Company's subsidiaries has in place an incentive
profit sharing plan where the amounts payable thereunder are based primarily
upon the subsidiary's Earnings Before Interest, Taxes and Amortization ("EBITA")
return on equity and EBITA return on assets. At the beginning of each year, the
Committee reviews, approves and/or modifies target levels suggested by
management for each of these components for each subsidiary.
If the subsidiary meets or exceeds its targets in one or more of the
performance components, a bonus pool is created with respect to such component
for payment to the subsidiary's employees. An additional 20.0% of any amounts
payable under the subsidiary's incentive profit sharing plan is payable to the
Company. The Company in turn distributes the incentive compensation received
from each subsidiary to the Company's executive officers based on a
9
pre-determined percentage. Accordingly, each executive officer's incentive
profit sharing is directly linked to the performance by each of the Company's
operating subsidiaries. This Committee on an annual basis reviews the percentage
and amount attributable to each individual executive officer. This Committee
approved Mr. Reed's portion, under the plan, of $600,869 for 2003.
In 2003, the Company's office and graphic arts subsidiary and the
company's sporting goods subsidiary exceeded their target levels for each of the
incentive profit sharing components and a bonus pool was created with respect to
those operations. Therefore, the 2003 bonus amounts paid to Mr. Reed and the
Company's other executive officers were generated from the Company's office and
graphic arts subsidiary and the Company's sporting goods subsidiary. After
incentive profit sharing and taxes the Company's consolidated net income of
$14,850,000 generated a return on assets (on average beginning and ending
assets) of 12.9% and a return on beginning equity of 32.4%.
Keith P. Williams
REPORT OF STOCK OPTION COMMITTEE
The Company maintains a Stock Option Committee of the Board of
Directors, whose primary purpose is to determine annual stock option grants to
the Company's executive officers and other eligible employees. The Stock Option
Committee continues to believe that stock options are an effective incentive to
encourage stock ownership by officers and key employees of the Company and its
subsidiaries so that those persons acquire or increase their proprietary
interest in the success of the Company.
Shareholders approved the 1997 Incentive Stock Option Plan at the 1997
annual meeting. Pursuant to that plan the committee felt it was appropriate to
grant stock options to certain executive officers of the Company in 2003. The
committee granted Mr. Reed 15,000 options.
Keith P. Williams
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
In 2003, Messrs. Graves Williams and Keith Williams were non-employee
Directors of the Company and comprised the Company's Compensation and Stock
Option Committees. No other Director or executive officer of the Company serves
on any board of directors or compensation committee of any entity that
compensates any of Messrs. Graves Williams or Keith Williams.
REPORT OF THE AUDIT COMMITTEE
In accordance with its written charter attached as Annex 1 as adopted by
the Board of Directors ("Board"), the Audit Committee of the Board ("Committee")
assists the Board in fulfilling its responsibility for oversight of the quality
and integrity of the accounting, auditing and financial reporting practices of
Escalade. All of the Committee members are independent directors as defined
under Nasdaq rules. During fiscal year 2003, the Committee met four times, and
discussed the interim financial information contained in each quarterly earnings
announcement with the Chief Financial Officer and independent auditors prior to
public release.
In discharging its oversight responsibility as to the audit process, the
Committee obtained from the 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
10
independence and satisfied itself as to the auditors' independence. The Audit
Committee also discussed and considered whether the provision of non-audit
services by the Company's auditors is consistent with the auditors'
independence. The Audit Committee has determined that the provisions of such
services are consistent with the auditors' independence. The Committee also
discussed with management, and the independent auditors the quality and adequacy
of Escalade's internal controls. The Committee reviewed with the independent
auditors their audit plan, audit scope and identification of audit risks.
The Committee discussed and reviewed with the independent auditors all
communications required by auditing standards generally accepted in the United
States of America, including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees," and, with and without
management present, discussed and reviewed the results of the independent
auditors' examination of the financial statements.
The Committee reviewed the audited financial statements of Escalade as
of and for the year ended December 27, 2003, with management and the independent
auditors. Management has the responsibility for the preparation of financial
statements and the independent auditors have the responsibility for the
examination of those statements.
Based on the above-mentioned review and discussions with management and
the independent auditors, the Committee recommended to the Board that Escalade's
audited financial statements be included in its Annual Report on Form 10-K for
the year ended December 27, 2003, for filing with the Securities and Exchange
Commission. The Committee also appointed, subject to shareholder approval, BKD
LLP as the Company's independent auditors.
Blaine E. Matthews, Jr. Keith P. Williams
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to Escalade,
Incorporated for the fiscal years ended December 27, 2003 and December 28, 2002
by the Company's principal accounting firm, BKD LLP.
DECEMBER 27, 2003 DECEMBER 28, 2002
--------------------------------------------------------------------------
Audit Fees $ 109,655 $ 98,070
Audit-Related Fees 31,425 --
Tax Fees 44,400 101,173
All Other Fees 3,960 --
--------- ---------
Total $ 189,450 $ 199,243
========= =========
Audit Fees. This category includes the audit of Escalade's annual
financial statements, review of financial statements included in Escalade's Form
10-Q Quarterly Reports and services that are normally provided by the
independent auditors in connection with statutory and regulatory filings or
engagements for the those fiscal years.
Audit-Related Fees. This category includes assurance and related
services performed by BKD LLP that are reasonably related to the performance of
the audit or review of Escalade's annual financial statements and are not
reported above under "audit fees." The fees incurred in 2003 relate to
acquisition related consulting and foreign entity reporting.
Tax Fees. This category consists of professional services rendered by
BKD LLP for tax compliance and advice. The services performed for the fees
disclosed under this category include tax preparation and technical advice
11
All Other Fees. This category consists of fees for miscellaneous
consulting.
The Audit Committee is responsible for pre-approving all auditing
services and permitted non-audit services to be performed by its independent
auditors, except as described below. Pre-approval shall not be required for the
provision of non-audit services if (1) the aggregate amount of all such
non-audit services constitute no more than 5% of the total amount of revenues
paid by the Company to the auditors during the fiscal year in which the
non-audit services are provided, (2) such services were not recognized by the
Company at the time of engagement to be non-audit services, and (3) such
services are promptly brought to the attention of the Audit Committee and
approved prior to the completion of the audit. No services were provided by BKD
LLP pursuant to these exceptions.
FINANCIAL PERFORMANCE
The graph below compares the Company's cumulative total shareholder
return on Escalade common stock to a broad equity market index and to an
industry index for the past five years, assuming an initial $100 investment. The
broad equity market index is the CRSP Total Return Index for The Nasdaq Stock
Market ("Nasdaq U.S.) that includes all domestic companies traded on the Nasdaq
market, as are the Escalade shares. The published industry index is the Nasdaq
Total Return Industry Index for Nasdaq Non-Financial Stock ("Nasdaq
Non-Financial") which is comprised of all Nasdaq traded companies having the
standard industrial classification (SIC) code of 1 through 59 and 70 and above,
which are all of the non-financial industries SIC codes. The Company's SIC code
falls within these parameters and the Company is not aware of any other single
company that is engaged in both the same industries as Escalade. The information
presented was provided by The Nasdaq Stock Market, Inc. Cumulative total
shareholder returns for Escalade common stock are based on Escalade's fiscal
year. Cumulative total shareholder returns for Nasdaq U.S. and Nasdaq
Non-Financial are based on a calendar year.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN FOR ESCALADE, NASDAQ U.S. INDEX AND
NASDAQ NON-FINANCIAL INDEX
[LINE GRAPH]
OTHER SECURITIES FILINGS
The information contained in this Proxy Statement under the sub-headings
"Compensation and Stock Option Committee Report on Executive Compensation",
"Report of the Audit Committee" and "Financial Performance" are not, and should
not be deemed to be, incorporated by reference into any prior filings by the
Company under the
12
Securities Act of 1933 or the Securities Exchange Act of 1934 that purport to
incorporate future filings or portions thereof by reference (including this
proxy statement).
ITEM NO. 2
APPROVAL OF AUDITORS
The Audit Committee proposes and recommends that the Stockholders
approve the selection of the firm of BKD LLP to serve as independent auditors
for the Company for fiscal year 2004. BKD LLP, formerly known as Olive LLP, has
served as independent auditors for the Company since 1977. Audit services
performed by BKD LLP during the fiscal year most recently completed include
examinations of the financial statements of the Company and its subsidiaries,
services related to filings with the Securities and Exchange Commission, and
consultations on matters related to accounting, financial reporting and filing
of Federal and State Income Tax Returns. Representatives of BKD LLP are expected
to be present at the Annual Meeting. They will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
In the event the shareholders do not approve the appointment of BKD LLP,
as independent auditors for 2004, the adverse vote will be considered as a
direction to the Board of Directors to select other auditors for the following
year. However, because of the difficulty and expense of making any substitution
of auditors so long after the beginning of the current year, it is contemplated
that the appointment for the year 2004 will be permitted to stand unless the
Board finds other good reason for making a change. The Board of Directors
recommends a vote "FOR" the approval of the appointment of BKD LLP.
ITEM NO. 3
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
TO INCREASE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors recommends the amendment of Article Fourth (A) of
the Company's Amended Articles of Incorporation in the manner shown in Annex 2
hereto. The proposed Amendment to Article Fourth (A) would change the number of
authorized shares of the Company's common stock from ten million (10,000,000)
shares to thirty million (30,000,000) shares. This change would be effective
upon the date of filing of the Amendment to the Amended Articles with the
Secretary of State of the State of Indiana.
The Board of Directors believes that it is in the best interest of the
Company and its stockholders that the Company have a sufficient number of
authorized but unissued shares of its common stock available for general
corporate needs such as future stock dividends or stock splits, for possible use
in future acquisitions and expansion opportunities that may arise, and for other
proper purposes within the limitations of the law. The Company has no current
plans to use its authorized but unissued shares of common stock without par
value for any particular purpose. Such shares would be available for issuance
without further action by the stockholders, except as otherwise limited by
applicable law.
If additional shares of common stock are issued by the Company, it may
potentially have an anti-takeover effect by making it more difficult to obtain
stockholder approval of various actions, such as a merger or removal of
management. Additionally, the issuance of additional shares of common stock may,
among other things, have a dilutive effect on earnings per share and on the
equity and voting power of existing stockholders. The terms of any common stock
issuance which will be determined by the Company's Board of Directors, will
depend upon the reason for issuance and will be dependent largely on market
conditions and other factors existing at the time. The increase in authorized
shares of common stock has not been proposed in connection with any
anti-takeover related purpose and the Board of Directors and management have no
knowledge of any current efforts by anyone to obtain control of the Company or
to effect large accumulations of the Company's common stock.
13
The resolutions attached to this proxy statement as Annex 2 will be
submitted for adoption at the Annual Meeting. The Board of Directors recommends
a vote "FOR" the approval of the Amendment to the Company's Amended Articles of
Incorporation.
RESULTS OF THE 2003 ANNUAL MEETING
6,004,481 shares or 92.2 % of the outstanding shares of the Company were
voted in person or by proxy at the 2003 annual meeting that was held April 26,
2003. The proposals to elect to the Board six Directors, and to approve the
appointment of BKD LLP to serve as independent auditors for the Company for the
year 2003 were approved by the shareholders.
SHAREHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING
Shareholder proposals for shareholder action at the 2005 annual meeting
must be presented in writing at the offices of the Company on or before November
12, 2004. Any shareholder who intends to propose any other matter to be acted
upon at the 2005 annual meeting of shareholders must inform the Company no later
than February 25, 2005. If notice is not provided by that date, the persons
named in the Company's proxy for the 2005 annual meeting will be allowed to
exercise their discretionary authority to vote upon any such proposal without
the matter having been discussed in the proxy statement for the 2005 annual
meeting. Only such proposals as are (1) required by Securities and Exchange
Commission Rules, and are (2) permissible shareholder motions under the
Corporation law of the State of Indiana will be included on the 2005 meeting
docket.
OTHER BUSINESS
Management does not know of any other business to be presented to the
meeting and does not intend to bring any other matters before the meeting. No
shareholder has informed the Company of any intention to propose any other
matter to be acted upon at the meeting. Accordingly, the persons named in the
accompanying Proxy are allowed to exercise their discretionary authority to vote
upon any such proposal without the matter having been discussed in this proxy
statement. If any matters properly come before the meeting, it is intended that
the persons named in the accompanying Proxy will vote thereon according to their
best judgment and interest of the Company.
By order of the Board of Directors
TERRY D. FRANDSEN
V.P. Finance, CFO & Secretary
14
ANNEX 1
ESCALADE, INCORPORATED
AUDIT COMMITTEE CHARTER
APPROVED BY THE BOARD OF DIRECTORS ON JULY 25, 2003
I. MEMBERSHIP AND QUALIFICATIONS
MEMBERS; CHAIRPERSON. The members of the Committee are appointed
annually by the Board of Directors of Escalade, Incorporated (the "Company") on
the recommendation of the entire Board. The members shall serve until their
successors are duly elected and qualified by the Board. The Board determines the
number of members in the Committee from time to time, but the number will not be
less than the minimum number prescribed by applicable law, by requirements
applicable to issuers listed on The Nasdaq National Market, or such other
exchange or system upon which the Company's securities are listed, quoted and/or
traded ("Nasdaq"). In no event will such number of members be less than three
(3). The Board will appoint one of the members of the Committee to serve as
Committee Chair. The Committee may also appoint a Secretary, who need not be a
Director.
INDEPENDENCE; QUALIFICATIONS. Committee members must fully satisfy
independence and experience requirements as prescribed by Nasdaq, Section 10A of
the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Securities and Exchange Commission ("SEC"). At least one
member of the Committee shall be an "audit committee financial expert" as
defined by the rules of the SEC, and all members of the Committee shall have a
strong level of accounting or financial acumen able to read and understand
fundamental financial statements at the time of their appointment to the
Committee. No member of the Committee may be an "affiliated person" of the
Company or any of its subsidiaries (as defined in the federal securities laws)
nor may any member of the Committee simultaneously serve on the audit committee
of more than two other public companies. Director's fees are the only
compensation that a Committee member may receive directly or indirectly from or
on behalf of the Company.
TERM. Members of the Committee shall serve until their successors are
duly elected and qualified by the Board. No member of the Committee shall be
removed except by majority vote of the Independent Directors then in office.
MEETINGS. The Committee shall meet at least four times annually.
II. PURPOSE OF THE COMMITTEE
The Committee's primary purpose is to:
- Provide assistance to the Board by monitoring:
1) the integrity of the financial statements of the
Company,
2) the independent auditors' qualifications and
independence,
3) the performance of the Company's and its
subsidiaries' internal audit function and
independent auditors,
4) the Company's system of internal controls,
5) the Company's financial reporting and system of
disclosure controls, and
6) the compliance by the Company with legal and
regulatory requirements and with other policies and
procedures established by the Company; and
- Prepare the Committee report required by the rules of the SEC to be
included in the Company's annual proxy statement.
The Committee is directly and solely responsible for the
appointment, compensation, and oversight of the work of the
independent auditor (including resolution of disagreements between
management and the auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work. The
independent auditors shall report directly to the Committee. The
Committee has the sole power to retain or terminate the Company's
independent auditor and has the ultimate authority to approve all
audit fees and terms.
The Committee's job is one of oversight as set forth in this
charter. It is not the duty of the Committee to prepare the
Company's
15
financial statements, to plan or conduct audits, or to determine
that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles
("GAAP"). Nor is it the duty of the Committee to conduct
investigations or to assure compliance with laws and regulations and
other Company policies and rules. The Company's management is
responsible for preparing the Company's financial statements and for
maintaining internal controls, and the independent auditors are
responsible for auditing the financial statements.
III. RESPONSIBILITIES OF THE COMMITTEE
A. CHARTER REVIEW
- Review and reassess the adequacy of this charter at least
annually and recommend to the Board any proposed changes to
this charter; and
- Publicly disclose the charter and any such amendments at the
times and in the manner as required by the SEC and/or any
other regulatory body or stock exchange having authority
over the Company.
B. FINANCIAL REPORTING / INTERNAL CONTROLS
- Review and discuss with the independent auditors their
respective annual audit plans, reports and the results of
their audits;
- Review and discuss with management and the independent
auditors the Company's annual and quarterly financial
statements, including significant changes in accounting
principles or their application, disclosure under the
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and management's certification of
such statements. Based on the Committee's review and
discussions, recommend to the Board that the quarterly and
annual financial statements be included in the Corporations
Form 10-Q and Form10-K filings, respectively;
- Review and discuss with management and, where appropriate,
the independent auditors, the Company's financial
disclosures in its registration statements, press releases,
earnings releases, current reports, real time disclosures,
call reports or other public disclosures.
- Discuss with management and the independent auditors
significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements, including any significant changes in the
Company's selection or application of accounting principles,
the development, selection and disclosure of critical
accounting estimates and principles and the use thereof, and
analyses of the effect of alternative assumptions,
estimates, principles or generally accepted accounting
principles ("GAAP") methods on the Company's financial
statements;
- Discuss with management and the independent auditors the
effect of regulatory and accounting initiatives on the
Company's financial statements, conditions or results and
any necessary disclosures related thereto;
- Discuss with management the Company's major financial risk
exposures and the steps management has taken to monitor and
control such exposures, including the Company's risk
assessment and risk management policies;
- Review with the Company's independent auditors their reports
on the annual and quarterly financial statements and all
communications required of the independent auditors
including their assessment and judgment as to the quality of
the Corporation's accounting policies and disclosures;
- Ensure that the Company's independent auditors shares with
the Committee all material written communication between the
auditors and management;
- Discuss with the Company's independent auditors and
management their assessments of the adequacy of the
Company's internal controls and disclosure controls and
procedures and determine that management is resolving any
internal control weaknesses in a diligent manner;
- Monitor the Company's progress in promptly addressing and
correcting any and all identified weaknesses or deficiencies
in financial reporting, internal controls or related
matters;
- Receive periodic reports from the independent auditors and
appropriate officers of the Company on significant
accounting or reporting developments proposed by the
Financial Accounting Standards Board or the SEC that may
16
impact the Company; and
- Receive periodic reports from independent auditors and
appropriate officers of the Company on significant financial
reporting, internal controls or other related matters of the
Company's subsidiaries.
C. INDEPENDENT AUDITORS
- Hire, fire, compensate, review and oversee the work of the
independent auditors (including resolution of disagreements
between management and the auditors regarding financial
reporting);
- Review the experience, rotation and qualifications of the
senior members of the independent auditors' team;
- Monitor the independence, qualifications and performance of
the independent auditors by, among other things:
1) Obtaining and reviewing a report from the
independent auditors at least annually regarding (a)
the independent auditors' internal quality-control
procedures, (b) any material issues raised by the
most recent quality-control review, or peer review,
of the independent auditors, or by any inquiry or
investigation by governmental or professional
authorities within the preceding five years
respecting one or more independent audits carried
out by the same, (c) any steps taken to deal with
any such issues, and (d) all relationships between
the independent auditors and the Company;
2) Evaluating the qualifications, performance and
independence of the independent auditors, including
considering whether the auditors' quality controls
are adequate and whether the provision of any
non-audit services is compatible with maintaining
the auditors' independence, and taking into account
the opinions of management and the internal
auditors;
3) Establishing and overseeing restrictions on the
actions of directors, officers, or employees of the
Company in illegally influencing, coercing,
manipulating or misleading the Company's independent
auditors;
4) Determine that appropriate personnel rotations have
occurred to maintain and enhance independence;
5) If so determined by the Committee, taking additional
action to satisfy itself of the qualifications,
performance and independence of the auditors.
- Meet with the independent auditors prior to each annual
audit to discuss the planning and staffing of the audit;
- Pre-approve all auditing services and permitted non-audit
services to be performed for the Company by the independent
auditors or any other auditing or accounting firm;
- Establish and maintain hiring policies for employees or
former employees of independent auditors who participated in
any capacity in an audit of the Company; and
- Ensure that the independent auditors have access to all
necessary Company personnel, records or other resources.
D. INTERNAL AUDIT FUNCTION
- Review and oversee the Company's internal audit functions
and ensure that qualified personnel are assigned;
- Review internal audit plans and assess whether they are
consistent with the Company's needs;
- Review and discuss with the appropriate personnel, the
reports prepared, the control risk assessment of the work,
and management's responses;
- Discuss with the independent auditors the planned scope of
the internal audit; and
- Ensure that assigned personnel have access to all necessary
Company resources.
E. COMPLIANCE OVERSIGHT
- Discuss with management and the internal auditors the
Company's processes regarding compliance with applicable
laws,
17
regulations, and the Company's corporate governance policies
and procedures; obtaining reports from management. From time
to time advise the Board of Directors with respect to the
same and obtain from the independent auditors any reports
required to be furnished to the Committee under the Exchange
Act or an assurance that the Exchange Act has not been
implicated;
- Review procedures designed to identify related party
transactions that are material to the financial statements
or otherwise require disclosure;
- Establish procedures for the Committee to receive, retain
and respond to anonymous complaints regarding the
preparation of financial statements, accounting, internal
controls, and auditing matters;
- Discuss with management any correspondence with regulators
or governmental agencies and any employee complaints or
published reports which raise material issues regarding the
Company's financial statements or accounting policies or
compliance with the Company's corporate governance policies
and procedures; and
- Discuss with the outside counsel and with responsible
persons within the Company legal matters that may have a
material impact on the financial statements and that may
have an impact on the Company's compliance policies.
F. GENERAL
- Meet as often as the Committee or the Committee Chair
determines, but not less frequently than quarterly;
- On a regular basis, as appropriate, meet separately with
management (especially the Chief Financial Officer and with
the independent auditors;
- Report to the Board on the Committee's activities at each
Board meeting;
- Maintain minutes or other records of the Committee's
meetings and activities;
- Review and assess the quality and clarity of the information
provided to the Committee and make recommendations to
management and the independent auditors as the Committee
deems appropriate from time to time for improving such
materials;
- Form and delegate authority to subcommittees or members when
appropriate;
- Prepare the audit committee report to be included in the
Company's proxy statement when and as required by the rules
of the SEC; and
- Annually review the performance of the Committee.
IV. FUNDING; OTHER ADVISORS AND RELIANCE
AUTHORITY TO ENGAGE THIRD PARTIES; FUNDING. The Committee has the
authority, to the extent it deems necessary or appropriate, to retain
independent legal, accounting or other advisors. The Committee shall also have
the authority, to the extent it deems necessary or appropriate, to ask the
Corporation to provide the Committee with the support of one or more Corporation
employees to assist it in carrying out its duties. The Corporation shall provide
for appropriate funding, as determined solely by the Committee, for payment of
compensation to the independent auditors for the purpose of rendering or issuing
an audit report and to any other advisors employed by the Committee. The
Committee may request any officer or employee of the Corporation or the
Corporation's outside counsel, independent auditors or other advisors to attend
a meeting of the Committee or to meet with any members of, or consultant to, the
Committee.
RELIANCE. In performing their duties and responsibilities, Committee
members are entitled to rely in good faith on information, opinions, reports or
statements prepared or presented by:
- One or more officers or employees of the Company whom the Committee
member reasonably believes to be reliable and competent in the
matters presented;
- Counsel, independent auditors, or other persons as to matters which
the Committee member reasonably believes to be within the
professional or expert competence of such person; or
- Another committee of the Board as to matters within its designated
authority which committee the Committee member reasonably believes
to merit confidence.
18
ANNEX 2
PROPOSED AMENDMENT TO ARTICLE FOURTH
OF AMENDED ARTICLES OF INCORPORATION
RESOLVED, That Paragraph (A) of Article Fourth of the Amended Articles
of Incorporation of Escalade, Incorporated be, and they hereby are, amended in
their entirety to read as follows:
"FOURTH: (A) The total number of shares of stock which the Corporation
shall have authority to issue shall be Thirty One Million (31,000,000)
shares, consisting of Thirty Million (30,000,000) shares of common
stock, no par value per share and One Million (1,000,000) shares of
preferred stock, no par value per share."
RESOLVED, FURTHER, That the proper officers of the Company be and hereby
are authorized and directed to take all actions, execute all instruments, and
make all payments which are necessary or desirable, in their discretion, to make
effective the foregoing amendment to the Amended Articles of Incorporation of
the Company, including, without limitation, filing a certificate of such
amendment with the Secretary of State of Indiana.
19
PROXY
ESCALADE, INCORPORATED THIS PROXY IS SOLICITED
251 WEDCOR AVENUE ON BEHALF OF THE
WABASH, INDIANA 46992 BOARD OF DIRECTORS
The undersigned hereby appoints Robert E. Griffin, Blaine E. Matthews,
Jr. and Keith P. Williams, or any of them, each with power of substitution, as
Proxies of the undersigned to attend the Annual Meeting of Shareholders of
Escalade, Incorporated (the "Company") to be held on Saturday, April 24, 2004,
at 9:00 a.m., local time, at the Company's offices located at 817 Maxwell
Avenue, Evansville, Indiana 47717, and any adjournment or adjournments thereof,
and to vote the number of shares of the Company's Common Stock which the
undersigned would be entitled to vote if personally present on the following
matters:
1. ELECTION OF DIRECTORS
Vote for Seven (7) Nominees to Serve as Directors of the Company
for the one-year term ending at the 2005 Annual Meeting of Shareholders.
WITHHOLD
AUTHORITY
NOMINEE FOR TO VOTE
------- --- -------
Robert E. Griffin [ ] [ ]
Blaine E. Matthews, Jr [ ] [ ]
C.W. "Bill" Reed [ ] [ ]
Keith P. Williams [ ] [ ]
Edward E. (Ned) Williams [ ] [ ]
Richard D. White [ ] [ ]
George Savitsky [ ] [ ]
2. RATIFICATION OF AUDITORS
For [ ] Against [ ] Abstain [ ] the ratification of the
selection by the Board of Directors of Olive LLP as auditors for the Company for
the fiscal year ending December 25, 2004.
3. AMENDMENT OF ARTICLES OF INCORPORATION
For [ ] Against [ ] Abstain [ ] the amendment to the Company's
Amended Articles of Incorporation to increase the authorized number of shares of
common stock from ten million (10,000,000) shares to thirty million (30,000,000)
shares.
[CONTINUED AND TO BE SIGNED ON THE OTHER SIDE]
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" ALL NOMINEES LISTED IN ITEM 1, "FOR" ITEM 2 AND "FOR" ITEM 3, AND IN
THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
Dated , 2004
[Shareholder's Name and Address as on Record Books]
(Please sign exactly as your name or names appear hereon. When shares are held
by joint tenants, both should sign. If signing as an attorney, executor,
administrator, trustee or guardian, give your full title as such. If signing on
behalf of a corporation, the full name of the corporation should be set forth
accompanied by the signature on its behalf of a duly authorized officer.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY, USING THE ENVELOPE
PROVIDED.
2