SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [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 Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
LIBBEY INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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LIBBEY INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
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MEETING DATE
MAY 1, 2003
YOUR VOTE IS IMPORTANT!
Please mark, date and sign the enclosed
proxy card and promptly return it to the Company in the enclosed
envelope.
[LIBBEY LOGO]
LIBBEY INC.
P.O. BOX 10060
300 MADISON AVENUE
TOLEDO, OHIO 43699-0060
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Libbey
stockholders which will be held Thursday, May 1, 2003, at 2:00 p.m. at the
Libbey Corporate Showroom, 228 North Huron Street, Toledo, Ohio.
At the meeting, stockholders will elect three directors for a term of three
years and transact such other business as may properly come before the meeting.
The close of business on March 25, 2003 is the record date for voting at
the meeting. Only stockholders owning the Company's common stock, par value $.01
per share, on the record date are entitled to notice of, and to vote at, the
Annual Meeting.
Please sign, date and return your Proxy in the enclosed envelope as soon as
possible so that your shares can be voted at the meeting. If the shares are held
in more than one name, all holders of record should sign.
Management sincerely appreciates your support.
By Order of the Board of Directors,
John F. Meier
Chairman of the Board and
Chief Executive Officer
Arthur H. Smith
Secretary
March 31, 2003
Toledo, Ohio
LIBBEY INC.
PROXY STATEMENT
This statement is furnished in connection with the solicitation on behalf
of the Board of Directors of Libbey Inc., a Delaware corporation ("Libbey" or
"Company"), of proxies for use at the Annual Meeting of Stockholders of the
Company ("Annual Meeting"), to be held at the Libbey Corporate Showroom, 228
North Huron Street, Toledo, Ohio on May 1, 2003 at 2:00 p.m. and at any and all
adjournments thereof. It is anticipated that the mailing to stockholders of this
Proxy Statement and the enclosed proxy will commence on or about March 31, 2003.
A complete list of stockholders entitled to vote at the Annual Meeting will be
maintained at the Company's principal executive offices at 300 Madison Avenue,
Toledo, Ohio for a period of at least ten days prior to the Annual Meeting.
Only stockholders of record at the close of business on March 25, 2003 will
be entitled to vote at the meeting. At such date, there were 13,132,277 shares
of the Company's common stock outstanding. Each share of common stock is
entitled to one vote. The holders of a majority of the total shares issued and
outstanding, whether present in person or represented by proxy, will constitute
a quorum for the transaction of business at the meeting. Votes cast in person or
by proxy will be tabulated by the inspectors of election appointed for the
meeting and will determine whether or not a quorum is present. Abstentions will
be counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum, but as unvoted for purposes of determining
the matter to which the abstention applies. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter. The common stock outstanding on the record
date held by the trustee under the Company's Retirement Savings Plan and
Supplemental Retirement Plan will be voted by the trustee in accordance with
written instructions from participants in such plans or, as to those shares for
which no instructions are received, in a uniform manner as a single block in
accordance with the instructions received with respect to the majority of shares
of each respective plan for which instructions were received.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and By-Laws provide that the
Board of Directors ("Board of Directors" or "Board") is divided into three
classes. Each year the stockholders are asked to elect the members of a class
for a term of three years.
Currently, the term of office for members of Class I of the Board of
Directors will expire on the date of the Annual Meeting in 2003. The members of
Class I are John F. Meier, Carol B. Moerdyk and Gary L. Moreau. The Board of
Directors has fixed the number of directors to be elected at the 2003 Annual
Meeting at three and has nominated John F. Meier, Carol B. Moerdyk and Gary L.
Moreau for election to Class I. Those persons who are elected directors at the
2003 Annual Meeting will hold office until their terms expire on the date of the
2006 Annual Meeting or until the election and qualification of their successors.
The terms of office of the members of Class II and Class III of the Board of
Directors will expire, respectively, on the date of the Annual Meeting in 2004
and 2005.
So far as the Board has been advised, only the three persons named above as
nominees will be nominated for election as directors at the Annual Meeting. It
is intended that the shares represented by proxies in the accompanying form will
be voted for the election of these three nominees unless authority to so vote is
withheld. The nominees have consented to being named herein and to serve if
elected. If any of them should become unavailable prior to the Annual Meeting,
the proxy will be voted for a substitute nominee or nominees designated by the
Board of Directors or the number of directors may be reduced accordingly. The
Board, however, expects each of the nominees to be
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available. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. A stockholder entitled to vote for the election of
directors may withhold authority to vote for all or certain nominees.
The following information, which has been provided by the directors, sets
forth for each of the nominees for election to the Board of Directors and for
each director whose term continues, his or her name, age, principal occupation
and employment during at least the past five years, the name of the corporation
or other organization, if any, in which such occupation and employment is
carried on and the period during which such person has served as a director of
the Company.
2003 NOMINEES (CLASS I):
JOHN F. MEIER, age 55, has been a director of the Company since 1987 and
Chairman of the Board and Chief Executive Officer of the Company since June
1993. Mr. Meier is also a director of Cooper Tire and Rubber Company.
CAROL B. MOERDYK, age 52, has been a director of the Company since February
1998. Ms. Moerdyk has been Senior Vice President, North American and
Australasian Contract Operations of Boise Cascade Office Products Corporation
since February 1998. She served as Chief Financial Officer of Boise Cascade
Office Products Corporation from 1995 to February 1998. Ms. Moerdyk is a member
of the Audit and Compensation Committees.
GARY L. MOREAU, age 48, has been a director of the Company since September
1996. Mr. Moreau is President of Pratt's Hollow Advisors LLC, a business
consulting company. Prior to his current position, Mr. Moreau was President and
Chief Executive Officer of Lionel L.L.C. from January 1996 until July 1999. From
1991 until January 1996, Mr. Moreau was President and Chief Operating Officer of
Oneida Ltd. Mr. Moreau is a member of the Audit and Compensation Committees. Mr.
Moreau is also a director of GSW, Inc.
The Board of Directors unanimously recommends a vote FOR each of these
three nominees.
CONTINUING DIRECTORS:
WILLIAM A. FOLEY, age 55, has been a director of the Company since
September 1994. Mr. Foley is Co-Founder of Entrenu Holdings LLC. From October
1994 to April 2002 Mr. Foley was Chairman of the Board, President and Chief
Executive Officer of LESCO, Inc. Mr. Foley is a member of Class III of the Board
of Directors and a member of the Compensation and Nominating and Governance
Committees. Mr. Foley is also a director of Dairy Mart Corporation.
PETER C. MCC. HOWELL, age 53, has been a director of the Company since
October 1993. Mr. Howell was Chairman and Chief Executive Officer of Signature
Brands USA, Inc. (formerly known as Health o meter, Inc.) from August 1994 to
August 1997. From 1989 to August 1994, Mr. Howell was President, Chief Executive
Officer and a director of Mr. Coffee, inc. Mr. Howell is a member of Class II of
the Board of Directors and a member of the Audit and Nominating and Governance
Committees. He is also a director of Global-Tech Appliances, Inc.
RICHARD I. REYNOLDS, age 56, has been a director of the Company since June
1993. Mr. Reynolds has been Executive Vice President and Chief Operating Officer
of the Company since November 1995. From June 1993 to November 1995, Mr.
Reynolds was Vice President and Chief Financial Officer of the Company. Mr.
Reynolds is a member of Class II of the Board of Directors.
TERENCE P. STEWART, age 54, has been a director of the Company since
October 1997. Mr. Stewart is managing partner of Stewart and Stewart, a law firm
based in Washington, D.C. specializing in trade and international law issues,
where he has worked since 1976. Mr. Stewart is a member of Class III of the
Board of Directors and a member of the Nominating and Governance Committee.
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COMPENSATION OF DIRECTORS:
In 2002 non-management directors received a retainer for service on the
Board at the annual rate of $21,000, a fee for attendance at Board meetings of
$750 per meeting and a fee for attendance at committee meetings of $500 per
meeting. Following a review and study of the compensation paid to non-management
directors undertaken by the Nominating and Governance Committee, including
compensation paid by similar companies, the time devoted to board service and
the existing compensation arrangements which had not been increased since
January 1997, commencing January 1, 2003 the compensation arrangements for
non-management directors are established to be: a retainer at the annual rate of
$21,000 per annum (no change), a fee for attendance at telephonic Board and
committee meetings of $500 per meeting, a fee for attendance at other Board
meetings of $1,500 per meeting, a fee for attendance at other committee meetings
of $750 per meeting and a fee of $500 per half day for performance of special
Board or committee business requested of the director, such as a meeting with a
prospective Board member or an outside consultant on behalf of the Board or a
committee. A fee for service as Chairman of a committee is $3,000 per annum.
The retainer and all fees are payable in cash or subject to deferral. In
2002 each of the directors except Mr. Moreau elected to defer all or a portion
of the retainer and fees into an account, the value of which is based upon the
value of the Company's common stock plus dividends. Management directors do not
receive additional compensation for service on the Board of Directors.
BOARD MEETINGS AND COMMITTEES OF THE BOARD:
The Board of Directors met fourteen times during 2002. During 2002, each
incumbent member of the Board of Directors attended 75% or more of the aggregate
number of meetings of the Board and of the committees of the Board of which he
or she was a member.
The Board of Directors currently has an Audit Committee, a Compensation
Committee and a Nominating and Governance Committee. Each committee is comprised
of directors who are not officers or employees of the Company and are not
eligible to participate in any of the Company's executive compensation programs.
The Audit Committee is responsible for the engagement or discharge of the
independent auditors; reviews the audit plan and the results of the auditing
engagement with the independent auditors; discusses with management and the
independent auditors the adequacy of the Company's system of internal accounting
controls; discusses the internal audit function with management and the internal
auditors and directs and supervises investigations into matters within the scope
of its duties. The Board of Directors adopted an Audit Committee Charter in
2000. The Audit Committee met seven times during 2002. The Company's securities
are listed on the New York Stock Exchange and all members of the Audit Committee
meet the standards of the New York Stock Exchange currently in effect with
respect to audit committee members. The Audit Committee is comprised of Ms.
Moerdyk, Mr. Moreau and Mr. Howell who serves as Chairman.
The Compensation Committee has overall responsibility for administering the
executive compensation program of the Company. The Compensation Committee
regularly evaluates the executive compensation program to ensure its
appropriateness in the context of the Company's business and its competitiveness
with the compensation practices of other companies. From time to time, the
Compensation Committee seeks the advice of independent experts in evaluating
plan design, compensation levels and administration. Each year the Compensation
Committee reviews salaries for the executive officers of the Company. The
Compensation Committee is also responsible for administering the stock option
and equity participation plans, the employee stock purchase plan and incentive
compensation plans covering executive officers. The Compensation Committee met
five times during 2002. The Compensation Committee is comprised of Ms. Moerdyk,
Mr. Moreau and Mr. Foley who serves as Chairman.
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The Nominating and Governance Committee has the responsibility to establish
a selection process for new directors to meet the needs of the Board, to
evaluate and recommend candidates for Board membership, to assess the
performance of the Board and review such assessment with the Board, to establish
objective criteria to evaluate the performance of the Chief Executive Officer
and to report to the Board trends in director compensation practices, and the
competitiveness of the Company's director compensation practices. The Nomination
and Governance Committee met five times in 2002. The Nomination and Governance
Committee is comprised of Mr. Foley, Mr. Howell and Mr. Stewart who serves as
Chairman.
OTHER DIRECTOR INFORMATION:
During 2002 the law firm of Stewart and Stewart, of which Mr. Stewart is a
partner, received fees of approximately $112,300 from the Company for legal
services in connection with various international trade matters, including the
international trade aspects of other legal matters. The Company anticipates that
it will continue to utilize the legal services of Stewart and Stewart in the
future in connection with international trade matters.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation paid
by the Company for the last three completed fiscal years to the Company's Chief
Executive Officer ("CEO") and the four most highly compensated executive
officers other than the CEO in 2002 (collectively, including the CEO, the "named
executive officers").
SUMMARY COMPENSATION TABLE:
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------- ---------------------------------
AWARDS PAYOUTS
OTHER ----------------------- -------
ANNUAL RESTRICTED SHARES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) SATION(3) AWARDS OPTIONS PAYOUTS SATION(4)
--------------------------- ---- --------- -------- --------- ---------- ---------- ------- ---------
John F. Meier 2002 $500,000 $123,300 $ 288 0 35,000 0 $15,000
Chairman of the Board 2001 $485,000 $ 0 $8,641 0 35,000 0 $14,550
and Chief Executive 2000 $485,000 $336,978 $ 557 0 30,000 0 $14,549
Officer
Richard I. Reynolds 2002 $360,688 $ 74,121 $ 348 0 27,000 0 $10,821
Executive Vice 2001 $339,267 $ 0 $ 223 0 27,000 0 $10,178
President and 2000 $332,750 $192,662 $ 228 0 22,000 0 $ 9,983
Chief Operating Officer
Kenneth G. Wilkes 2002 $242,091 $ 39,800 $ 834 0 17,000 0 $ 7,263
Vice President, 2001 $230,015 $ 33,202 $ 917 0 17,000 0 $ 6,900
Chief Financial Officer 2000 $217,514 $100,753 $1,385 0 11,500 0 $ 6,526
and Head - International
Operations
Arthur H. Smith 2002 $216,774 $ 31,183 $ 55 0 18,000 0 $ 6,503
Vice President 2001 $205,975 $ 26,232 $ 23 0 18,000 0 $ 6,179
General Counsel and 2000 $200,361 $ 81,206 $ 17 0 12,500 0 $ 6,011
Secretary
Daniel P. Ibele 2002 $210,824 $ 34,009 $ 672 0 13,500 0 $ 6,325
Vice President, 2001 $188,664 $ 24,111 $ 754 0 13,500 0 $ 5,660
General Sales Manager 2000 $175,464 $ 71,116 $ 702 0 8,000 0 $ 5,264
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(1) Includes amounts deferred at the election of the named executive officer
pursuant to the salary reduction provisions of benefit plans.
(2) The amounts disclosed in this column represent awards under the Libbey Inc.
Senior Management Incentive Plan (the "Senior Management Incentive Plan").
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(3) The amounts disclosed in this column represent amounts reimbursed for the
payment of taxes payable with respect to perquisites. In each year, the
aggregate incremental cost of perquisites and other personal benefits for
any executive officer did not exceed the lesser of $50,000 or 10% of base
salary plus bonus.
(4) The amounts disclosed in this column represent matching cash contributions
to the Libbey Inc. Retirement Savings Plan, a defined contribution plan, and
the Libbey Inc. Executive Savings Plan, a non-qualified plan designed to
provide similar benefits to the extent such benefits cannot, under
limitations of the Internal Revenue Code, be provided by the Libbey Inc.
Retirement Savings Plan.
OPTION GRANTS IN 2002:
The following table sets forth information on stock option grants to the
named executive officers during 2002 pursuant to The 1999 Equity Participation
Plan of Libbey Inc. The Company has not granted stock appreciation rights to any
of the named executive officers.
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------- ----------------
NUMBER OF % OF TOTAL
SHARES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME GRANTED (#) FISCAL YEAR PRICE DATE PRESENT VALUE(1)
---- ----------- ------------ -------- ---------- ----------------
John F. Meier.................. 35,000 14.12 $23.93 11/21/12 $316,672
Richard I. Reynolds............ 27,000 10.89 $23.93 11/21/12 $244,290
Kenneth G. Wilkes.............. 17,000 6.86 $23.93 11/21/12 $153,812
Arthur H. Smith................ 18,000 7.26 $23.93 11/21/12 $162,860
Daniel P. Ibele................ 13,500 5.44 $23.93 11/21/12 $122,145
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(1) Options are granted at the fair market value at the date of the grant and
become exercisable to the extent of 40% of the grant on the first
anniversary of the grant and thereafter an additional 20% of the grant
becomes exercisable on each of the second, third and fourth anniversaries of
the grant.
Present value is calculated using the Black-Scholes option pricing model.
Assumptions used in calculating the reported values include (a) an expected
volatility based on the monthly change for the period June 18, 1993 through
the date of the grant (November 20, 2002 in the case of all named executive
officers), (b) a weighted average risk-free rate of return of 4.72%, (c)
dividend yield of 1.25% and (d) a time of exercise of 7 years. No
adjustments were made for non-transferability or forfeiture.
AGGREGATED OPTION EXERCISES AND YEAR-END VALUES:
The following table sets forth information concerning the exercise of stock
options by the named executive officers in 2002 and the aggregate dollar value
of unexercised options held at the end of 2002 by the named executive officers.
The value is based upon a share price of $26.00, the closing price on the New
York Stock Exchange on December 31, 2002.
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE AT FY-END AT FY-END
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------- ---------------------------- ----------------------------
John F. Meier........ 40,775 $835,497 235,378 74,000 $1,375,039 $72,450
Richard I.
Reynolds........... 34,025 $697,931 182,313 56,400 $1,181,769 $55,890
Kenneth G. Wilkes.... 13,650 $282,673 98,855 34,100 $ 615,984 $35,190
Arthur H. Smith...... 33,950 $689,879 139,674 36,300 $1,139,912 $37,260
Daniel P. Ibele...... 1,202 $ 28,908 30,000 26,300 $ 41,538 $27,945
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LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR:
The named executive officers are covered by the Libbey Inc. Long-Term
Incentive Compensation Plan under which eligible employees receive annual cash
awards payable at the end of the three-year period covered by the grant of an
award. Award payouts under the plan equal a percentage of the participant's base
salary on attainment of the performance objectives set by the Compensation
Committee of the Board over the three-year award period. For the 2002-2004 award
period the performance criteria is a targeted aggregate increase of thirty six
percent in economic value added ("EVA(R)"(1)) of the Company for its
consolidated operations and investments, including capital invested in the
Company's joint ventures. The following table sets forth the theoretical payouts
under the Libbey Inc. Long-Term Incentive Compensation Plan based upon 2002 base
salaries, and the assumption that targets will be met and a payout will be
earned; actual payouts, if any, may be increased by reason of increases in base
salary during the 2002-2004 period.
PERFORMANCE
OR OTHER ESTIMATED FUTURE PAYOUTS UNDER
PERIOD UNTIL NON-STOCK PRICE-BASED PLANS(2)
MATURATION -----------------------------------
NAME OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ------------ --------- -------- --------
John F. Meier............................ 2002-2004 $1 $150,000 $300,000
Richard I. Reynolds...................... 2002-2004 $1 $108,206 $216,413
Kenneth G. Wilkes........................ 2002-2004 $1 $ 72,627 $145,255
Arthur H. Smith.......................... 2002-2004 $1 $ 65,032 $130,064
Daniel P. Ibele.......................... 2002-2004 $1 $ 63,247 $126,494
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(1) EVA(R) is a registered trademark of Stern Stewart & Co.
(2) At the end of the three-year period: the threshold long-term incentive is
earned if the average annual EVA(R) of the Company for its consolidated
operations and investments has increased over the EVA(R) for the base year
(2001); the target long-term incentive is earned if the average annual
EVA(R) of the Company for its consolidated operations and investments has
increased over the EVA(R) for the base year (2001) in the aggregate by
thirty six percent; and the maximum long-term incentive is earned if the
average annual EVA(R) of the Company for its consolidated operations and
investments has increased over the EVA(R) for the base year (2001) in the
aggregate by seventy two percent.
RETIREMENT PLANS:
The Company maintains a qualified retirement plan, the Libbey Inc. Salaried
Cash Balance Pension Plan ("Salary Plan"), for its salaried employees, including
executive officers, and a Supplemental Retirement Benefit Plan ("SERP"), which
is a non-qualified plan designed to provide substantially identical retirement
benefits to the extent that such benefits cannot, under the limitations of the
Internal Revenue Code, be provided by the Salary Plan. The retirement plans were
amended effective January 1, 1998 so that benefits will no longer be determined
by the highest consecutive three-year annual earnings but will be determined by
annual Company contribution credits equal to a percentage of annual earnings
plus interest. Employees with 10 years of service with Libbey and who are age
55, or who are age 45 and have a combined age and years of service equal to 65,
as of December 1997, will receive commencing upon retirement the greater of
their cash balance account or a special minimum benefit ("Special Minimum
Benefit") computed pursuant to the formula in effect prior to the amendment, for
service prior to December 31, 2007.
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The following table illustrates the estimated annual retirement benefits
which would be provided by the Special Minimum Benefit under the Salary Plan and
the SERP in various average earnings classifications upon normal retirement at
age 65 for those named executive officers for whom the Special Minimum Benefit
is anticipated to apply, namely Messrs. Meier, Reynolds and Smith:
HIGHEST
CONSECUTIVE
THREE-YEAR YEARS OF CREDITED SERVICE
AVERAGE -------------------------------------------------------------------
EARNINGS 15 20 25 30 35 40 45
----------- ------- ------- ------- ------- ------- ------- -------
$ 100,000 18,523 24,698 30,872 37,046 43,221 45,721 48,221
$ 125,000 23,728 31,638 39,547 47,456 55,366 58,491 61,616
$ 150,000 28,933 38,578 48,222 57,866 67,511 71,261 75,011
$ 175,000 34,138 45,518 56,897 68,276 79,656 84,031 88,406
$ 200,000 39,343 52,458 65,572 78,686 91,801 96,801 101,801
$ 225,000 44,548 59,398 74,247 89,096 103,946 109,571 115,196
$ 250,000 49,753 66,338 82,922 99,506 116,091 122,341 128,591
$ 300,000 60,163 80,218 100,272 120,326 140,381 147,881 155,381
$ 400,000 81,385 108,513 135,641 162,770 189,898 199,898 209,898
$ 450,000 92,099 122,799 153,499 184,198 214,898 226,148 237,398
$ 500,000 102,813 137,085 171,356 205,627 239,898 252,398 264,898
$ 600,000 124,242 165,656 207,070 248,484 289,898 304,898 319,898
$ 700,000 145,671 194,227 242,784 291,341 339,898 357,398 374,898
$ 800,000 167,099 222,799 278,499 334,198 389,898 409,898 429,898
$ 900,000 188,528 251,370 314,213 377,055 439,898 462,398 484,898
$1,000,000 209,956 279,942 349,927 419,913 489,898 514,898 539,898
$1,200,000 252,813 337,085 421,356 505,627 589,898 619,898 649,898
At December 31, 2002, Messrs. Meier, Reynolds, Wilkes, Smith and Ibele had
total Credited Service under the Salary Plan and the SERP, respectively, of 32
years, 32 years, 9 years, 34 years and 19 years.
The above pension table sets forth benefits calculated on a straight-life
annuity basis and reflects the greater of the regular benefit, the Special
Minimum Benefit or the "grandfathered" benefit available under the formula in
effect prior to January 1, 1989. The regular benefit and the Special Minimum
Benefit do not contain an offset for social security or other amounts, whereas
the "grandfathered" benefit does provide for a partial offset for social
security benefits.
Annual covered earnings include base salary and amounts earned under the
Senior Management Incentive Plan and the covered compensation under the Special
Minimum Benefit of the retirement plan is the highest consecutive three year
average of such amounts. The retirement benefit may be adjusted if the employee
has more or less than 35 years of credited service or retires prior to age 65.
The Salary Plan and the SERP provide for additional benefit accruals beyond age
65 and for annual annuity benefits as well as an optional lump sum form of
benefit. The lump sum option is designed to be equivalent in value to that of
the lifetime annual annuity benefit.
Under the amended retirement plans effective January 1, 1998, each
participant in the plans on December 31, 1997 is credited with an opening cash
balance equal to the single sum amount of the participant's accrued benefit as
of December 31, 1997 based upon retirement at age 65 and actuarial assumptions
as to rate of interest and mortality. For each plan year beginning January 1,
1998, the Company will make an annual contribution credit to the participant's
cash balance account in accordance with the following table and the cash balance
account will be credited with interest annually at the 30-year Treasury
Securities rate in effect in October of the preceding plan year with a minimum
of 5 percent and a maximum of 10 percent. Normal retirement age is 65 under the
amended retirement plans. Company contributions and interest are credited with
respect to service beyond the
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age of 65. The estimated annual benefit payable to Messrs. Wilkes and Ibele
commencing upon retirement is $187,814 for Mr. Wilkes and $256,412 for Mr. Ibele
based upon assumptions that salary increases will be 3 percent annually, that
the target incentives under the Senior Management Incentive Plan will be earned
annually and that the applicable rate of interest will be 7 percent annually
after 2001.
SUM OF AGE CONTRIBUTION PERCENTAGE OF CONTRIBUTION PERCENTAGE OF
AND YEARS OF COMPENSATION UNDER COMPENSATION AT OR ABOVE
BENEFIT SERVICE SOCIAL SECURITY WAGE BASE SOCIAL SECURITY WAGE BASE
--------------- -------------------------- --------------------------
0 but less than 30............................. 1.5% 3.0%
30 but less than 34............................ 1.7 3.4
34 but less than 38............................ 1.9 3.8
38 but less than 42............................ 2.1 4.2
42 but less than 46............................ 2.3 4.6
46 but less than 50............................ 2.7 5.4
50 but less than 60............................ 3.2 6.4
60 but less than 70............................ 4.0 8.0
70 but less than 80............................ 5.5 11.0
80 but less than 90............................ 7.0 12.7
90 and over.................................... 9.0 14.7
EXECUTIVE EMPLOYMENT AGREEMENTS:
Libbey has entered into employment agreements with each of the Company's
executive officers, including the named executive officers, that entitle them to
receive their base salaries and to participate in designated benefit plans of
the Company. Each employment agreement also provides that the officer's
employment is not for any specified term and may be terminated at any time. In
addition, each agreement provides that, in the event of the officer's
termination other than for "cause" (as defined in the agreements), payment of
base salary will continue for two years in Mr. Meier's case and one year in the
case of the other executive officers. The employment agreements also provide
that the officer's base salary may be adjusted periodically and that benefit
plans in which the officer is entitled to participate may be adjusted or
terminated by the Company at any time, but that no vested or accrued benefit may
be adversely affected.
CHANGE IN CONTROL AGREEMENTS:
To induce and help assure continuity of management and operations, the
Company has entered into agreements (the "Agreements") with certain executives
including the named executive officers, which provide for certain severance
benefits in the event an executive's employment is terminated following a Change
in Control (as defined in the Agreements).
Under the Agreements with the named executive officers, benefits are paid
if, after a Change in Control, the Company terminates a named executive officer
other than for Cause (as defined in the Agreements) or disability or if the
named executive officer terminates employment for "Good Reason" (as specified in
the Agreements) or for any reason within a period of thirty days following the
first anniversary of a Change in Control. These severance benefits include: (a)
the executive's salary through the termination date; (b) severance pay equal to
three times the named executive's annual base salary and three times the greater
of the target annual bonus or the annual bonus for the prior year; (c)
acceleration of the exercisability of stock options; (d) medical and health
benefits for three years following termination reduced to the extent comparable
benefits are received from another employer; (e) outplacement and financial
planning services; and (f) full vesting in, and additional three year accrual of
benefits under, the Company's qualified and non-qualified retirement plans and
any additional amount necessary to provide a minimum lump sum benefit of
$250,000
8
under these plans. The Agreements provide that the benefits are net of any
applicable federal excise tax and that the Company will pay legal fees and
expenses incurred by the named executive to enforce his or her rights under the
Agreements.
COMPENSATION COMMITTEE REPORT:
Compensation Policies Applicable to Executive Officers. The Company's
compensation program for executive officers is designed and administered to
align the interests of the executives with the long-term interests of the
stockholders and to attract, retain and motivate highly qualified executives
with appropriate, competitive compensation and financial rewards. The ultimate
goal of the Company's executive compensation program is to increase stockholder
value through achievement of business objectives and goals for operating income
and return on invested capital. The Compensation Committee believes that this
can best be accomplished by an executive compensation program which includes
major components directly linked to increases in recognized measures of
stockholder value and rewards executives for superior performance as measured by
financial and non-financial factors.
Executive officer compensation consists of annual base salary, annual
incentive awards and long-term compensation set at levels intended to be
competitive with companies within the industry and with companies of comparable
size. The peer group used by the Company to measure the performance of its stock
is not used to compare compensation in view of significant differences between
the Company and the peer group with regard to capital structure and the
diversity, size and scope of the businesses in which various members of the peer
group engage.
The Compensation Committee intends to review base salaries annually and to
make adjustments depending upon competitive salary levels, past individual
performance as measured by both qualitative and quantitative factors and the
potential for making significant contributions in the future. Individual factors
can be expected to be more significant than overall Company performance in a
particular year in determining base salary levels and the rate of increase. In
performing this task, and all of its other responsibilities for executive
compensation, the Compensation Committee consults with outside professional
advisers, as it deems necessary or desirable.
The Compensation Committee also reviews periodically the incentive
compensation and long-term compensation components of the executive compensation
program. The Compensation Committee intends that these aspects of the executive
compensation program remain appropriate in the context of the Company's business
and circumstances and remain competitive with comparable companies. Company
performance can be expected to be more significant than individual performance
in determining short-term and long-term incentive compensation payouts.
The incentive compensation components of the executive compensation program
are designed to provide rewards for past contributions and motivation for future
performance. The performance goals and criteria for these components are tied
directly to factors that the Compensation Committee believes will enhance the
financial success of the Company and increase stockholder value. The incentive
goals for executive compensation payouts are very rigorous and aggressive with
demanding thresholds for minimum payments, but provide rewarding payments when
goals are exceeded. Total actual payouts may be adjusted above or below target
amounts based upon Company performance that exceeds or fails to meet
pre-established goals. Individual performance against established goals will
affect individual payments.
For 2002 the incentive criteria included performance factors based on
income from operations, return on invested capital and growth in net sales in
each case measured against the annual budget and also included a discretionary
component for individual achievements during the year. Factors such as progress
in implementing the strategic plan and commitment to, and involvement in,
Company goals are important elements in determining payout levels under the
discretionary components. The Compensation Committee believes that these and
other qualitative factors will lead to the increased profitability of the
Company and should be recognized and taken into consideration in
9
determining the payout levels. Payouts with respect to 2002 performance were
modest and were based entirely on growth in net sales and discretionary factors.
Long-term compensation consists of awards under the Company's equity
participation plans, The Amended and Restated Libbey Inc. Stock Option Plan for
Key Employees and The 1999 Equity Participation Plan of Libbey Inc., and cash
awards based upon performance against three-year goals under the Libbey Inc.
Long-Term Incentive Compensation Plan.
The Amended and Restated Libbey Inc. Stock Option Plan for Key Employees,
approved by the stockholders in 1995, is a broad-based plan covering executive
officers and other management personnel that provides for incentive and
nonqualified stock options. The 1999 Equity Participation Plan of Libbey Inc.
approved by the stockholders in 1999, is a broad-based plan covering executive
officers and other management personnel, that permits the Company to grant stock
options to incentivize employees and to provide additional flexibility if
circumstances of the Company's business and opportunities warrant, to grant
other forms of equity based compensation. Under these plans, option exercise
prices are set at market value on the date of grant to focus management's
attention on earnings performance sustained on a long-term basis. Exercise dates
are deferred for one year from date of grant subject to acceleration in
specified instances. To date only nonqualified stock options have been granted
under the plans. The number of shares covered by option grants is based in large
part upon the individual's potential to make a contribution to the earnings
growth of the Company. In 1993, each of the named executive officers listed in
the Compensation Table of this Proxy Statement made a significant investment of
personal funds in the equity of the Company and was granted stock options that
are included in the holdings described in the Aggregated Option Exercises and
Year-end Values section of this Proxy Statement.
The Libbey Inc. Long-Term Incentive Compensation Plan is administered by
the Compensation Committee and is designed to pay a cash award equal to a
percentage of the participant's base salary if the performance criteria
established by the Compensation Committee is met over the three-year award
period. The performance criteria for the 2002-2004 period is a targeted increase
in EVA(R) of the Company for its consolidated operations and investments,
including capital invested in the Company's joint ventures. Under the plan award
periods are of three years duration on a rolling basis and the award is paid in
cash although, if offered by the Compensation Committee in its discretion and
elected by a participant, alternative forms of payment are permitted.
The Compensation Committee believes that an equity participation incentive
plan is an important element of long-term compensation. The value of such plans
for the executive is tied directly to stock price increases and thus provides
strong incentives for increasing stockholder value. Long-term compensation was
paid in the form of stock options to officers. No payouts were earned under the
Libbey Long Term Incentive Plan with respect to 2002 as the criteria for such
payments was not met, notwithstanding that 2002 is within the initial phase-in
period in which partial payments are permitted by the plan.
Compensation of Chief Executive Officer. The compensation policies
described above apply as well to the compensation of the Chief Executive Officer
("CEO"). The Compensation Committee is directly responsible for determining the
salary level of the CEO and for all awards and grants to the CEO under the
incentive components of the compensation program. The overall compensation
package for the CEO is designed to recognize that the CEO bears primary
responsibility for increasing the value of stockholders' investments. Thus, a
substantial portion of the CEO's compensation is incentive-based, providing
greater compensation as direct and indirect financial measures of stockholder
value increase.
The Compensation Committee believes that the current and changing business
and industry environment requires a high degree of leadership, innovation and
prudent risk taking in order to meet and sustain corporate objectives for
increasing stockholder value. The CEO's compensation is thus structured and
administered to motivate and reward the successful exercise of these qualities.
10
The annual base salary and target bonus level of the CEO, as with other
executives, is based upon a review, in consultation with the Compensation
Committee's outside consultants, of similar positions within the industry and of
companies of comparable size. In 2002, the incentive components of the CEO's
compensation package consisted of the annual incentive award, participation in
the Libbey Inc. Long-Term Incentive Compensation Plan and stock options. The
factors described above for all executive officers are also used in determining
the level of awards, grants and payouts under these plans for the CEO.
The Compensation Committee believes that the CEO's compensation for 2002
was directly related to the size and the overall performance of the Company as
measured by financial criteria and important qualitative factors. The annual
incentive compensation paid to the CEO with respect to 2002 was based on the
same factors described above for all other executive officers and long-term
compensation was paid to the CEO in the form of stock options. No payments were
made to the CEO under the Libbey Inc. Long-Term Incentive Compensation Plan as
the performance criteria of the plan was not met by the Company.
William A. Foley, Chairman
Carol B. Moerdyk
Gary L. Moreau
11
PERFORMANCE GRAPH:
The graph below compares the total stockholder return on Libbey common
stock to the cumulative total return for: the Standard & Poor's SmallCap 600
Index ("S&P SmallCap 600"), a broad market index; the Standard & Poor's SmallCap
Housewares & Specialties Index, a capitalization-weighted index that measures
the performance of the housewares sector of the Standard & Poor's SmallCap Index
("Housewares-Small") and the Company's peer group. The indices reflect the
year-end market value of an investment in the stock of each company in the
index, including additional shares assumed to have been acquired with cash
dividends, if any.
Companies in the peer group used by the Company were chosen based upon
their lines of business or product end uses being comparable to those of the
Company. The peer group is limited to those companies for whom market quotations
are available and consists of Lancaster Colony Corp., Newell Rubbermaid Inc. and
Oneida Ltd.
The graph assumes a $100 investment in Libbey stock on January 1, 1998 and
also assumes investments of $100 in each of the S&P SmallCap 600, and the
Housewares-Small indices and the peer group, respectively, on January 1, 1998.
The value of these investments on December 31 of each year from 1998 through
2002 is shown in the table below the graph.
TOTAL SHAREHOLDER RETURN
[LINE GRAPH]
INDEXED RETURNS
Base
Period Years Ending
------ -----------------------------------------
Dec. Dec. Dec. Dec. Dec. Dec.
Company Name/Index 97 98 99 00 01 02
------------------ ------ ----- ------ ------ ------ ------
LIBBEY INC 100 77.98 78.27 83.54 90.62 72.87
S&P SMALLCAP 600 INDEX 100 98.69 110.94 124.03 132.13 112.80
HOUSEWARES-SMALL 100 77.80 68.79 57.07 67.26 70.35
PEER GROUP 100 94.30 75.00 61.70 76.33 85.57
12
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to any person known
to the Company to be the beneficial owner of more than five percent of its
common stock as of December 31, 2002 except as otherwise noted, and as of March
25, 2003 with respect to each of the Company's directors and nominees for
director, each of the named executive officers and all directors and executive
officers of the Company as a group and shares held by the trustee of the
Company's Retirement Savings Plan and Supplemental Retirement Plan. The shares
owned by the executive officers set forth below include the shares held in their
accounts in the Retirement Savings Plan of the Company. An asterisk indicates
ownership of less than one percent of the outstanding stock.
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED(1 & 2) OF CLASS
------------------- ---------------- --------
Ariel Capital Management, Inc.(3) 2,865,270 19.58
200 East Randolph Drive
Chicago, IL 60601
Baron Capital Group, Inc.(4) 2,851,000 19.49
767 Fifth Avenue
New York, NY 10153
Capital Group International, Inc.(5) 1,130,620 7.72
11100 Santa Monica Boulevard
Los Angeles, CA 90025
JP Morgan Chase Bank(6)
2 New York Plaza
New York, NY 10004 848,040 6.08
Private Capital Management(7) 724,450 4.95
8889 Pelican Bay Blvd
Naples, FL 34108
William A. Foley(10) 500 *
Daniel P. Ibele 34,636 *
Peter C. McC. Howell(8)&(10) 1,750 *
John F. Meier(9) 270,124 1.94
Carol B. Moerdyk(10) 900 *
Gary L. Moreau 500 *
Richard I. Reynolds 216,511 1.55
Arthur H. Smith 173,697 1.25
Terence P. Stewart(10) 928 *
Kenneth G. Wilkes 115,862 *
Directors & Executive Officers as a Group (10) 961,273 6.89
---------------
(1) For purposes of this table, a person or group of persons is deemed to have
beneficial ownership of any shares as of a given date, which such person
has the right to acquire within 60 days after such date. For purposes of
computing the percentage of outstanding shares held by each person or group
of persons named above on a given date, any security which such person has
the right to acquire within 60 days of such date is deemed outstanding, but
is not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person not owning a similar right. The information
includes all currently exercisable options granted to
13
Messrs. Meier, Reynolds, Wilkes, Smith and Ibele. The number of shares
beneficially owned includes shares subject to options as follows: Mr.
Meier--235,378; Mr. Reynolds--182,313; Mr. Wilkes--98,855; Mr.
Smith--139,674; Mr. Ibele--30,000; and all executive officers as a
group--811,686.
(2) The table includes the number of equivalent shares of common stock that
Messrs. Meier, Reynolds, Wilkes, Smith and Ibele and all officers as a
group held in the Libbey Inc. Retirement Savings Plan as of March 25, 2003.
(3) The Schedule 13G furnished to the Company on behalf of Ariel Capital
Management, Inc., an investment advisor, and John W. Rogers, Jr., its
Chairman and Chief Executive Officer, indicates that as of December 31,
2002 Ariel Capital Management, Inc. is the beneficial owner of 2,865,270
common shares, with sole dispositive power with respect to 2,865,270 common
shares and sole voting power with respect to 2,582,370 common shares. The
schedule further states all securities reported in the schedule are owned
by investment advisory clients of Ariel Capital Management, Inc., no one of
which to the knowledge of Ariel Capital Management, Inc. owns more than 5%
of the class. Mr. Rogers disclaims beneficial ownership of the shares held
by Ariel Capital Management, Inc.
(4) The Schedule 13G filed on behalf of Baron Capital Group, Inc. ("BCG") and
Ronald Baron, parent holding companies, BAMCO, Inc. ("BAMCO") and Baron
Capital Management, Inc ("BCM"), investment advisors and Baron Asset Fund
("BAF"), an investment company, indicates that BCG and Ronald Baron are
beneficial owners with shared voting and shared dispositive powers with
respect to 2,851,000 common shares, that BAMCO is beneficial owner with
shared voting and shared dispositive powers with respect to 2,371,500
common shares, that BAF is beneficial owner with shared voting and shared
dispositive powers with respect to 2,030,000 common shares, and that BCM is
beneficial owner with shared voting and shared dispositive powers with
respect to 479,500 common shares. The schedule further states that BCG and
Ronald Baron disclaim beneficial ownership of shares held by their
controlled entities, or the advisory clients thereof, to the extent such
shares are held by persons other than BCM and Ronald Baron. The schedule
also states that BAMCO and BCM disclaim beneficial ownership of shares held
by their investment advisory clients to the extent such shares are held by
persons other than BAMCO, BCM and their affiliates
(5) The Schedule 13G filed on behalf of Capital Group International, Inc., the
parent holding company of a group of investment management companies, and
Capital Guardian Trust Company, indicates that as of December 31, 2002,
Capital Group International, Inc. has beneficial ownership of 1,130,620
shares of common stock with sole dispositive power with respect to
1,130,620 common shares and sole voting power with respect to 829,760
common shares and that Capital Guardian Trust Company has beneficial
ownership of 1,048,120 shares of common stock with sole dispositive power
with respect to 1,048,120 common shares and sole voting power with respect
to 747,260 common shares. Capital Guardian Trust Company, a bank, is deemed
to be the beneficial owner of these shares as a result of serving as
investment manager of various institutional accounts. Capital Group
International, Inc. and Capital Guardian Trust Company disclaim beneficial
ownership.
(6) JP Morgan Chase Bank, as trustee of the Libbey Inc. Retirement Savings Plan
is the beneficial owner of 544,682 common shares and as trustee of the
Libbey Inc. Supplemental Retirement Plan is the beneficial owner of 303,357
common shares. These plans are defined contribution plans for the Company's
employees, each of whom has the right to instruct the trustee as to the
manner in which the equivalent shares of the Company in his or her account
in the Plans are to be voted.
(7) The Schedule 13G filed on behalf of Private Capital Management, L.P. (PCM),
Bruce S. Sherman and Gregg J. Powers indicates that PCM is the beneficial
owner with shared voting and shared dispositive powers with respect to
719,450 common shares, that Bruce S. Sherman is the beneficial owner with
shared voting and shared dispositive powers with respect to 724,450
14
common shares, that Gregg J. Powers is the beneficial owner with shared
voting and shared dispositive powers with respect to 719,450 common shares.
Bruce S. Sherman is CEO of PCM and Gregg J. Powers is President. In these
capacities, Messrs. Sherman and Powers exercise shared voting and shared
dispositive powers with respect to shares held by PCM's clients and managed
by PCM. Messrs. Sherman and Powers disclaim beneficial ownership of the
shares held by PCM's clients and disclaim existence as a group.
(8) Includes 750 shares held by family members of Mr. Howell. Mr. Howell
disclaims any beneficial interest in such shares.
(9) Includes 8,406 shares held by family members of Mr. Meier. Mr. Meier
disclaims any beneficial interest in such shares.
(10) Ms. Moerdyk and Messrs. Foley, Howell and Stewart have elected to defer all
or a portion of their retainer and fees for service as directors of the
Company into an account based upon the value of the Company's common stock
that is reported to the Securities and Exchange Commission annually on
Forms 5. As reported on their Forms 4 and 5 filed in 2003 they respectively
owned as of March 25, 2003 the equivalent of the following number of shares
not included in the above table: Ms. Moerdyk 5,518 shares; Mr. Foley 8,728
shares; Mr. Howell 3,704 shares; and Mr. Stewart 5,555 shares.
INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors of
the Company has selected Ernst & Young LLP as independent auditors for the
Company for the fiscal year ending December 31, 2003.
A representative of Ernst & Young LLP is expected to attend the Annual
Meeting and will have an opportunity to make a statement if the representative
so desires. The representative will be available to respond to appropriate
questions.
AUDIT FEES
Fees for services rendered by Ernst & Young LLP for the years ended
December 31, 2002 and 2001 are as follows:
2002 2001
-------- --------
Audit fees........................................ $288,682 $282,300
Audit-related fees................................ 288,638 506,893
Tax fees.......................................... 60,580 60,777
All other fees.................................... -- --
-------- --------
$637,900 $849,970
======== ========
Fees for audit services include fees associated with the annual audit and
the reviews of the Company's quarterly reports on Form 10-Q. Audit related fees
principally include fees for audits of the Company's benefit plans, acquisition
due diligence procedures and consultations on accounting and auditing matters.
Tax services relate to expatriate compliance and consulting services, foreign
Sales Corporation consulting services, Mexican tax consulting services in 2002
and transfer pricing consulting services in 2001. There were no fees in the "all
other" category in either year. The Audit Committee has considered whether the
provision of audit related services and all other services is compatible with
maintaining the auditor's independence.
15
AUDIT COMMITTEE REPORT
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors and reports the results of its activities to
the Board. Management is responsible for the financial statements and the
reporting process including the systems of internal controls.
In fulfilling its oversight responsibilities, the Audit Committee discussed
with management and the independent auditors the overall scope and plans for
their audits, including the adequacy of staffing and compensation. The Audit
Committee reviewed the audited financial statements in the Annual Report with
management including a discussion of the quality, not just the acceptability, of
the accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Audit Committee met both with management and with the independent
auditors, who are responsible for auditing the financial statements prepared by
management and expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the United
States, and discussed the results of the independent auditors' examinations,
their judgments as to the quality, not just the acceptability, of the Company's
accounting principles, the adequacy and effectiveness of the Company's
accounting and financial internal controls, the reasonableness of significant
judgments, the clarity of disclosures in the financial statements and such other
matters as are required to be communicated to the Audit Committee under
generally accepted auditing standards, including Accounting Standards Board,
Statement on Auditing Standards No. 61, Communication with Audit Committees. In
addition, the Audit Committee has discussed with the independent auditors the
auditor's independence from management and the Company including the matters in
the written disclosures required by the Independence Standards Board, Standard
No. 1, Independence Discussions with Audit Committees. The foregoing discussions
were held with and without management present.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2002 for filing with the Securities and Exchange Commission.
Peter C. Howell, Chairman
Carol B. Moerdyk
Gary L. Moreau
OTHER BUSINESS
As of the date of this Proxy Statement, neither the Board nor management
knows of any other business that will be presented for consideration at the
Annual Meeting. However, if other proper matters are presented at the meeting,
it is the intention of the proxy holders named in the accompanying proxy to take
such action as shall be in accordance with their judgment on such matters. All
other matters to be voted upon by stockholders will require a majority vote of
common stock represented in person or by proxy.
GENERAL INFORMATION
REVOCABILITY OF PROXIES:
Any proxy solicited hereby may be revoked by the person giving it at any
time before it has been exercised at the Annual Meeting by giving notice of
revocation to the Company in writing or at the Annual Meeting.
16
SOLICITATION COSTS:
The Company will pay the cost of preparing and mailing this proxy statement
and other costs of the proxy solicitation made by the Company's Board of
Directors. Certain of the Company's officers and employees may solicit the
submission of proxies authorizing the voting of shares in accordance with the
Board of Directors' recommendations, but no additional remuneration will be paid
by the Company for the solicitation of those proxies. Such solicitations may be
made by personal interview, telephone or telegram. Arrangements have been made
with Georgeson Shareholder to perform a broker-nominee search. Arrangements have
also been made with brokerage firms and others for the forwarding of proxy
solicitation materials to the beneficial owners of common stock, and the Company
will reimburse them for reasonable out-of-pocket expenses incurred in connection
therewith.
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 ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership (Forms 3, 4 and 5) with the Securities and Exchange Commission and the
New York Stock Exchange. Officers, directors and greater-than-ten-percent
holders are required by SEC regulation to furnish the Company with copies of all
such forms that they file.
Based solely on the Company's review of the copies of Forms 3 and 4 and
amendments thereto received by it during 2002, Forms 5 and amendments thereto
received by it with respect to fiscal 2002, or written representations from
certain reporting persons that no Forms 5 were required to be filed by those
persons, the Company believes that during the fiscal year ending December 31,
2002, all filing requirements applicable to its officers, directors and
greater-than-ten-percent beneficial owners subject to Section 16 of the Exchange
Act were complied with.
STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING:
A stockholder desiring to submit a proposal for inclusion in the Company's
Proxy Statement for the 2004 Annual Meeting must deliver the proposal so that it
is received by the Company no later than December 1, 2003. Any proposal
submitted outside the processes of Rule 14a-8 under the Exchange Act shall be
considered untimely if submitted after February 16, 2004. The Company requests
that all such proposals be addressed to Arthur H. Smith, Vice President, General
Counsel and Secretary, Libbey Inc., 300 Madison Avenue, P.O. Box 10060, Toledo,
Ohio 43699-0060.
REPORTS TO STOCKHOLDERS:
The Company has mailed this Proxy Statement and a copy of its 2002 Annual
Report to each stockholder entitled to vote at the Annual Meeting. Included in
the 2002 Annual Report are the Company's consolidated financial statements for
the year ended December 31, 2002.
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, including the financial statement schedules, as filed with
the Securities and Exchange Commission, may be obtained without charge by
sending a written request to Libbey Inc., Attention: Investor Relations, Kenneth
A. Boerger, Vice President and Treasurer, 300 Madison Avenue, P.O. Box 10060,
Toledo, Ohio 43699-0060.
By Order of the Board of Directors,
ARTHUR H. SMITH, Secretary
Toledo, Ohio
March 31, 2003
17
LIBBEY INC.
TOLEDO, OH
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 1, 2003
2:00 P.M., LOCAL TIME
DETACH PROXY CARD HERE
[ ] SIGN, DATE AND RETURN THE [X]
PROXY CARD IN THE
ENCLOSED ENVELOPE. VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
1. Election of Directors
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
The nominees for the board of directors are: John F. Meier, Carol B. Moerdyk and Gary L. Moreau To change your address,
please mark this box. [ ]
(*)Exceptions __________________________________________________________________________________
(INSTRUCTIONS: TO VOTE YOUR SHARES FOR ALL DIRECTOR NOMINEES, MARK "FOR" BOX ON ITEM 1. TO WITHHOLD
VOTING FOR ALL NOMINEES MARK "WITHHOLD" BOX. IF YOU DO NOT WISH YOUR SHARES VOTED FOR A PARTICULAR To include any comments,
NOMINEE, ENTER THE NAME(S) OF THE EXCEPTION(S) IN THE SPACE PROVIDED ABOVE.) please mark this box. [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
SCAN LINE
The form must be signed exactly as name(s) appear hereon. Attorneys-in-fact,
executors, trustees, guardians, corporate officers, etc., should give full
title.
Date Share Owner sign here Co-Owner sign here
------------------------------------------------------------------------------
4261
LIBBEY INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of John F. Meier, Richard I. Reynolds,
Arthur H. Smith and Kenneth G. Wilkes, as proxy, with full power of
substitution, to vote all shares of Common Stock of Libbey Inc. held of record
by the undersigned on March 25, 2003, at the Annual Meeting of Stockholders to
be held on May 1, 2003, and at any adjournment thereof, upon the matters
referred to on the reverse side and described in the proxy statement furnished
herewith, and in their discretion, upon any other matters which may properly
come before the meeting. IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR
THE ELECTION OF ALL LISTED DIRECTOR NOMINEES AND IN THE PROXIES' DISCRETION ON
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS OF LIBBEY INC. RECOMMENDS A VOTE FOR ELECTION OF ALL
LISTED DIRECTOR NOMINEES.
Please sign on the reverse side of this card and return it promptly in the
enclosed postage-paid envelope.
(Continued, and please sign on reverse side)
LIBBEY INC.
P.O. BOX 11035
NEW YORK, NY 10203-0035
LIBBEY INC.
TOLEDO, OH
ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, MAY 1, 2003
2:00 P.M., LOCAL TIME
DETACH PROXY CARD HERE
[ ] SIGN, DATE AND RETURN THE [X]
PROXY CARD IN THE
ENCLOSED ENVELOPE. VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
1. Election of Directors
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: John F. Meier, Carol B. Moerdyk and Gary L. Moreau To change your address,
please mark this box. [ ]
(*)Exceptions __________________________________________________________________________________
(INSTRUCTIONS: TO VOTE YOUR SHARES FOR ALL DIRECTOR NOMINEES, MARK "FOR" BOX ON ITEM 1. TO WITHHOLD
VOTING FOR ALL NOMINEES MARK "WITHHOLD" BOX. IF YOU DO NOT WISH YOUR SHARES VOTED FOR A PARTICULAR To include any comments,
NOMINEE, ENTER THE NAME(S) OF THE EXCEPTION(S) IN THE SPACE PROVIDED ABOVE.) please mark this box. [ ]
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
SCAN LINE
The form must be signed exactly as name(s) appear hereon. Attorneys-in-fact,
executors, trustees, guardians, corporate officers, etc., should give full
title.
Date Share Owner sign here Co-Owner sign here
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4260
LIBBEY INC.
TO: JPMORGAN CHASE BANK, TRUSTEE OF:
- LIBBEY INC. RETIREMENT SAVINGS PLAN
- LIBBEY INC. SUPPLEMENTAL RETIREMENT PLAN
As a participant in one or more of the above plans, I hereby direct the Trustee
to vote all common shares of Libbey Inc. allocated to my account as of March 25,
2003, as indicated on the reverse side, at the annual meeting of shareholders to
be held on May 1, 2003, or any adjournment thereof. If no directions are given
and the signed card is returned, the Trustee will vote my allocated shares FOR
the election of all listed director nominees.
THE BOARD OF DIRECTORS OF LIBBEY INC. RECOMMENDS A VOTE FOR ELECTION OF ALL
LISTED DIRECTOR NOMINEES.
Please sign on the reverse side of this card and return it promptly in the
enclosed postage-paid envelope. If you do not return this card by April 24,
2003, the shares allocated to your account will be voted in the manner that the
majority of the shares for which instruction cards received by the Trustee are
voted.
LIBBEY INC.
P.O. BOX 11070
NEW YORK, NY 10203-0070