Edgar Filing: METHODE ELECTRONICS INC

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 Rule 14a-12

METHODE ELECTRONICS, INC.
-------------------------
(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)(4)
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 Number:

(3) Filing Party:

(4) Date Filed:

METHODE ELECTRONICS, INC.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 10, 2002

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To the Stockholders of
METHODE ELECTRONICS, INC.

Notice is hereby given that the annual meeting of stockholders of Methode
Electronics, Inc. will be held on Tuesday, September 10, 2002 at 3:30 p.m.
Chicago time, at the Fountain Blue Conference Center, 2300 South Mannheim Road,
Des Plaines, Illinois for the following purposes:

1. To elect a board of directors; and

2. To transact such other business as may properly come before the meeting.

Stockholders of record as of the close of business on July 24, 2002 will
be entitled to vote at the annual meeting. Shares should be represented as
fully as possible, since a majority is required to constitute a quorum.

You are requested to mark, sign, date and mail the accompanying proxy card
in the enclosed self-addressed, stamped envelope, whether or not you plan to
attend the meeting. You may revoke your proxy for any reason at any time prior
to the voting thereof, either by written revocation prior to the meeting or by
appearing at the meeting and voting in person. Your cooperation is respectfully
solicited.

By order of the Board of Directors.

William T. Jensen
Chairman

Chicago, Illinois
August 10, 2002

METHODE ELECTRONICS, INC.
7401 West Wilson Avenue
Chicago, Illinois 60706
(708) 867-6777

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PROXY STATEMENT

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Annual Meeting of Stockholders
September 10, 2002

INTRODUCTION

The enclosed proxy is solicited on behalf of the Board of Directors of
Methode Electronics, Inc. ("Methode"), in connection with the annual meeting of
stockholders to be held on Tuesday, September 10, 2002 at 3:30 p.m. Chicago
time, at the Fountain Blue Conference Center, 2300 South Mannheim Road, Des
Plaines, Illinois.

The cost of proxy solicitation will be borne by Methode. Certain officers
and other regular employees of Methode may devote part of their time to
solicitation by mail, telephone, telecopier or in person, but will not be
specifically compensated therefor. Proxies may be revoked at any time prior to
the voting thereof. Revocation may be done prior to the annual meeting by
written revocation sent to the Secretary of Methode, 7401 West Wilson Avenue,
Chicago, Illinois 60706; or it may be done personally upon oral or written
request at the annual meeting; or it may be done by appearing at the annual
meeting and voting in person.

This proxy statement was first mailed to stockholders on or about August
10, 2002.

RECORD DATE; VOTING SECURITIES OUTSTANDING

The close of business on July 24, 2002 is the record date for determining
the holders of Methode securities entitled to notice of and to vote at the
annual meeting.

As of July 24, 2002, Methode had outstanding voting securities consisting
of 35,076,819 shares of Class A common stock, par value $0.50 per share, and
1,087,317 shares of Class B common stock, par value $0.50 per share. The
presence at the annual meeting, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of both Class A and Class B
common stock is necessary to constitute a quorum. The affirmative vote of the
holders of a majority of the Class A common stock present in person or by proxy
at the annual meeting will elect two directors, each Class A share having one
vote; and the affirmative vote of the holders of a majority of the Class B
common stock present in person or by proxy at the annual meeting will elect six
directors, each Class B share having one vote. Unless otherwise required by law
or Methode's Restated Certificate of Incorporation, the holders of Class A
common stock are entitled to one-tenth of a vote per share and the holders of
Class B common stock are entitled to one vote per share on all other matters. A
broker non-vote is not counted in determining voting results. If a stockholder,
present in person or by proxy, abstains on any matter, the stockholder's shares
will not be voted on such matter. Thus, an abstention from voting on a matter
has the same legal effect as a vote "AGAINST" the matter.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Five Percent Stockholders

The following table sets forth information regarding all persons known to
be the beneficial owners of more than 5% of Methode's voting securities as of
June 28, 2002 (except as set forth in the relevant footnotes).

Number of Shares and
Nature of Beneficial Percent
Name and Address of Beneficial Owner Title of Class Ownership (1) of Class
------------------------------------ -------------- ------------- --------

American Century Investment Management, Inc. (2) Common Stock
4500 Main Street Class A 1,771,000 5.0
P.O. Box 418210
Kansas City, Missouri 64141-9210

Barclays Global Investors, N.A. (3) Common Stock
45 Fremont Street Class A 2,054,978 5.9
San Francisco, California 94105

T. Rowe Price Associates, Inc. (4) Common Stock
100 East Pratt Street Class A 3,280,100 9.4
Baltimore, Maryland 21202

The William J. McGinley Marital Trust No. 1 (5) Common Stock
c/o Louis S. Harrison Class B 87,277 8.0
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

The William J. McGinley Marital Trust No. 2 (5) Common Stock
c/o Louis S. Harrison Class B 793,624 73.0
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

James W. McGinley Common Stock
c/o Louis S. Harrison Class B 881,169(6)(7) 81.0
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

Jane R. McGinley Common Stock
c/o Louis S. Harrison Class B 890,902(6) 81.9
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

Number of Shares and
Nature of Beneficial Percent
Name and Address of Beneficial Owner Title of Class Ownership (1) of Class
------------------------------------ -------------- ------------- --------

Margaret J. McGinley Common Stock
c/o Louis S. Harrison Class B 898,182(6) 82.6
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

Robert J. McGinley Common Stock
c/o Louis S. Harrison Class B 904,209(6) 83.2
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

Raymond J. Roberts Common Stock
c/o Louis S. Harrison Class B 887,101(6) 81.6
Lord Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603

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(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated by footnote.

(2) Based solely on a Schedule 13G filed by American Century Investment
Management, Inc. ("American Century") with the Securities and Exchange
Commission ("SEC") on February 8, 2002. Based on the Schedule 13G, American
Century is a registered investment advisor that manages, pursuant to
management agreements, the investments of fourteen registered investment
companies. The shares are owned by and held for such investment companies
and separate institutional investor accounts. Any dividends received from
the shares, or the proceeds of any sale of the shares, are for the benefit
of, and are held for such investment companies and separate institutional
investor accounts.

(3) Based solely on a Schedule 13G filed by Barclays Global Investors, N.A.
("Barclays") with the SEC on February 13, 2002. According to the Schedule
13G, the shares reported are held by Barclays and Barclays Global Fund
Advisors in trust accounts for the economic benefit of the beneficiaries of
those accounts.

(4) Based solely on an Amendment to Schedule 13G filed by T. Rowe Price
Associates, Inc. ("Price Associates") with the SEC on February 11, 2002.
According to the Schedule 13G, Price Associates is deemed the beneficial
owner of 3,280,100 shares, having sole voting power over 797,600 shares and
sole investment power over all 3,280,100 shares. Price Associates does not
serve as custodian of the assets of any of its clients. Accordingly, the
ultimate power to direct the receipt of dividends paid with respect to, and
the proceeds from the sale of such securities, is vested in the clients for
which Price Associates serves as investment adviser. Certain registered
investment companies sponsored by Price Associates also serve as its
investment advisers ("T. Rowe Price Funds"). With respect to securities
owned by any one of the T. Rowe Price Funds, only two have the right to
receive dividends with respect to, and proceeds from the sale of, such
securities.

(5) Voting and investment power are shared by the special fiduciaries of this
trust. See note (6) below.

(6) Includes 87,277 shares of Class B common stock held by the William J.
McGinley Marital Trust No. 1 and 793,624 shares of Class B common stock
held by the William J. McGinley Marital Trust No. 2, as to which Mrs. J.
McGinley, Ms. M. McGinley and Messrs. J. McGinley, R. McGinley and Roberts
are special fiduciaries and share voting and investment power. Each of the
special fiduciaries specifically disclaims beneficial ownership of all
shares owned by the other special fiduciaries other than in their
respective capacity as special fiduciary under the William J. McGinley
Marital Trust No. 1 and No. 2.

(7) Includes 268 shares of Class B Common Stock held by his wife.

Executive Officers, Directors and Director Nominees

The following table sets forth information regarding Methode's Class A and
Class B common stock beneficially owned as of June 28, 2002 by (i) each
director and director nominee, (ii) each of the Named Executives identified in
the Summary Compensation Table under "Executive Compensation" and (iii) all
current directors and executive officers as a group.

Number of Shares and
Nature of Beneficial Percent of
Name of Beneficial Owner Title of Class Ownership (1) Class
------------------------ -------------- ------------- -----

James W. Ashley, Jr. Common Stock
Class A 23,707 *
Class B 0 0

Warren L. Batts Common Stock
Class A 14,000 *
Class B 0 0

William C. Croft Common Stock
Class A 106,907 *
Class B 2,020 *

Donald W. Duda Common Stock
Class A 79,413 *
Class B 0 0

William T. Jensen Common Stock
Class A 170,133 *
Class B 0 0

James W. McGinley Common Stock
Class A 218,105 *
Class B 881,169 81.0

Robert R. McGinley Common Stock
Class A 321,800 *
Class B 904,209 83.2

Roy M. Van Cleave Common Stock
Class A 500 *
Class B 500 *

George C. Wright Common Stock
Class A 103,176 *
Class B 6,540 *

Douglas A. Koman Common Stock
Class A 21,324 *
Class B 0 0

Number of Shares and
Nature of Beneficial Percent of
Name of Beneficial Owner Title of Class Ownership (1) Class
------------------------ -------------- ------------- -----

Robert J. Kuehnau Common Stock
Class A 91,241 *
Class B 0 0

James F. McQuillen Common Stock
Class A 21,833 *
Class B 0 0

All current directors and executive officers as a group Common Stock
(12 individuals) Class A 1,066,270 3.0
Class B 913,563 84.0

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* Percentage represents less than 1% of the total shares of the respective
class of common stock outstanding as of June 28, 2002.

(1) Beneficial ownership arises from sole voting and investment power unless
otherwise indicated in the table entitled "Nature of Indirect Beneficial
Ownership as of June 28, 2002" below.

NATURE OF INDIRECT BENEFICIAL OWNERSHIP AS OF JUNE 28, 2002

As Special
Class A Fiduciary of the
Shares Subject William J. By Family
to Options McGinley Trusts (1) Members As Co-Trustee In Retirement Plans
Exercisable ------------------- ------------------- ------------------- -------------------
Beneficial Owner within 60 Days Class A Class B Class A Class B Class A Class B Class A Class B
---------------------- ---------------- --------- --------- --------- --------- --------- --------- --------- --------

James W. Ashley, Jr. 19,707 -- -- -- -- -- -- -- --
Warren L. Batts -- -- -- -- -- -- -- -- --
William C. Croft 19,707 -- -- -- -- -- -- -- --
Donald W. Duda 79,413 -- -- -- -- -- -- -- --
William T. Jensen 50,000 -- -- -- -- -- -- -- --
James W. McGinley 5,000 200,000 880,901 536 268 -- -- 69 --
Robert R. McGinley 2,500 200,000 880,901 -- -- -- -- -- --
Roy M. Van Cleave -- -- -- -- -- -- -- -- --
George C. Wright 19,707 -- -- -- -- 83,469 6,540 -- --
Douglas A. Koman 21,324 -- -- -- -- -- -- -- --
Robert J. Kuehnau 58,576 -- -- -- -- -- -- 8,242 --
James F. McQuillen 14,089 -- -- -- -- -- -- -- --
All current directors
and executive
officers 308,348 200,000 880,901 2,398 487 83,469 6,540 43,365 26

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(1) Shares of Class A common stock are held by the William J. McGinley Marital
Trust No. 2 and the William J. McGinley Irrevocable Trust, of which James
W. McGinley and Robert R. McGinley, among others, are special fiduciaries
sharing voting and investment power with respect to such shares. Shares of
Class B common stock are held by the William J. McGinley Marital Trust No.
1 and No. 2, of which James W. McGinley and Robert R. McGinley, among
others, are special fiduciaries sharing voting and investment power with
respect to such shares.

THE BOARD OF DIRECTORS

A board of eight directors will be elected at the annual meeting. Each
director will hold office until the next annual meeting of stockholders and
until his successor is elected and qualified. The shares represented by the
proxies given pursuant to this solicitation will be voted for the following
nominees unless votes are withheld in accordance with the instructions
contained in the proxy. Directors to be elected by the holders of Class A
common stock are Warren L. Batts and George C. Wright. Directors to be elected
by the holders of Class B common stock are William C. Croft, Donald W. Duda,
William T. Jensen, James W. McGinley, Robert R. McGinley and Roy M. Van Cleave.
If any of these nominees is not a candidate for election at the annual meeting,
an event which the Board of Directors does not anticipate, the proxies will be
voted for a substitute nominee appointed by the Board of Directors. Any such
action will be consistent with the right of the Class A stockholders to elect a
minimum of 25% of the directors.

Information Concerning Nominees

Director
Name Age Since Principal Occupation for Last 5 Years and Other Directorships
---- --- ----- -------------------------------------------------------------

Directors to be elected by Class A Stockholders

Warren L. Batts 69 2001 Retired Chairman and Chief Executive Officer of
Tupperware Corporation, a diversified consumer products
company. Mr. Batts is also the Retired Chairman of Premark
International, Inc., a diversified consumer products company.
He is also a director of Cooper Industries, Inc. Prior to his
retirement in 1997, Mr. Batts had been Chairman of Premark
International, Inc. since 1986 and Chairman and Chief
Executive Officer of Tupperware Corporation since its spin-
off from Premark International, Inc. in 1996.

George C. Wright 79 1968 Retired since December 2001. Prior thereto, President of
Piedmont Co. Inc., a distributor of marine products.

Directors to be elected by Class B Stockholders

William C. Croft 84 1975 Chairman of the Board, Clements National Company, a
manufacturer of electrical equipment.

Donald W. Duda 47 2001 President of Methode since February 2001. Prior thereto, Mr.
Duda was Vice President-Interconnect Products Group since
March 2000. Prior thereto, Mr. Duda was with Amphenol
Corporation through November 1998 as General Manager of
its Fiber Optic Products Division since 1988.

William T. Jensen 75 2001; Chairman of the Board since February 2001; President of
1959 - 1997 Methode from December 1994 through February 1997; and
prior thereto, Senior Executive Vice President of Methode
from 1952 through 1994.

Director
Name Age Since Principal Occupation for Last 5 Years and Other Directorships
---- --- ----- -------------------------------------------------------------

James W. McGinley 47 1993 Director, President and Chief Executive Officer of Stratos
Lightwave, Inc. since April 12, 2000. Prior thereto, Mr. J.
McGinley was President of Methode since August 1998.
Prior thereto, Mr. J. McGinley was President from 1994
through 1998 of Methode's Optical Interconnect Products
division. James W. McGinley is the brother of Robert R.
McGinley.

Robert R. McGinley 50 2001 President of Traction, Inc., a producer of feature films and
corporate videos. Robert R. McGinley is the brother of James
W. McGinley.

Roy M. Van Cleave 54 -- President of Roy M. Van Cleave, P.C., a provider of legal
services, since 2000. Prior thereto, Mr. Van Cleave was a
partner of the law firm of Chapman & Cutler from September
1997 to September 2000. Prior thereto, he was the sole
shareholder and President of Roy M. Van Cleave P.C., a
corporate partner of the law firm Keck, Mahin & Cate, a law
firm retained as counsel to Methode Electronics, Inc., until
September 1997. In December 1997, Keck, Mahin & Cate
filed a voluntary petition in bankruptcy under Chapter 11 of
the United States Bankruptcy Code.

The Board of Directors has standing Audit, Compensation and Nominating
Committees.

The Audit Committee held two meetings during the last fiscal year. In
addition, Director George C. Wright, as Chairman of the Audit Committee, held
seven meetings with management and Methode's independent auditors in connection
with Methode's quarterly earnings releases and Forms 10-Q filed with the SEC
during fiscal 2002. The functions performed by the committee are to meet with
and review the results of the audit performed by Methode's independent auditors
and to recommend the selection of Methode's independent auditors. Directors
Warren L. Batts, William C. Croft and George C. Wright are members of the Audit
Committee. See "Report of the Audit Committee" below for more information
regarding the Audit Committee.

The Compensation Committee held one meeting during the last fiscal year.
The functions performed by the committee are to review salaries and bonuses of
all officers and key management personnel and the overall administration of
Methode's compensation program. Directors Warren L. Batts and William C. Croft
are members of the Compensation Committee.

The Nominating Committee was formed in March 2002 and held no meetings
during the last fiscal year. The functions performed by the committee are to
make recommendations to the Board regarding nominees, matters of corporate
governance and Board procedures and practices, including those of the
committees of the Board, and to evaluate the performance, qualifications and
attendance of current Board members. The Nominating Committee will not consider
nominees recommended by shareholders of Methode. Directors Warren L. Batts and
Robert R. McGinley are members of the Nominating Committee.

The Board of Directors held six meetings during the last fiscal year.
During their respective tenures, no incumbent director attended less than 75%
of the aggregate of the total number of meetings of the Board and the total
number of meetings held by the respective committees on which he served.

REPORT OF THE AUDIT COMMITTEE

Pursuant to Methode's Audit Committee Charter, the Audit Committee
oversees Methode's financial reporting process on behalf of the Board of
Directors. Management has the primary responsibility for the financial
statements and the reporting process, including the systems of internal
controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed with management the audited financial statements in the Annual Report
on Form 10-K, 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 reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of Methode's
accounting principles and such other matters as are required to be discussed
with the Audit Committee under generally accepted auditing standards. In
addition, the Audit Committee discussed with the independent auditors the
auditors' independence from management and Methode, including the matters in
the written disclosures required by Independence Standards Board Standard No.
1, and considered the compatibility of nonaudit services provided by the
auditors to Methode with their independence.

The Audit Committee discussed with Methode's independent auditors the
overall scope and plans for their audit of Methode's consolidated financial
statements. The Audit Committee meets with the independent auditors, with and,
as deemed advisable, without management present, to discuss the results of
their examination, their evaluation of Methode's internal controls, and the
overall quality of Methode's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has
accepted that recommendation) that the audited financial statements be included
in the Annual Report on Form 10-K for the fiscal year ended April 30, 2002 for
filing with the Securities and Exchange Commission.

AUDIT COMMITTEE
George C. Wright, Chairman
Warren L. Batts
William C. Croft

EXECUTIVE COMPENSATION

The Summary Compensation Table below includes, for each of the fiscal
years ended April 30, 2002, 2001 and 2000, individual compensation paid for
services to Methode and its subsidiaries to Methode's chief executive officer
and the four other most highly compensated individuals serving as executive
officers of Methode at the end of fiscal 2002 (the "Named Executives"). Mr.
Koman's compensation information for fiscal 2000 is not provided because he was
hired in December 2000. Mr. Jensen's compensation information for fiscal 2000
is not provided because he was retained as Chairman in February 2001.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
------------------------
Awards Payouts
------------ ---------
Securities
Annual Compensation Underlying LTIP All Other
Name and Principal ---------------------------------- Options Payouts Compensation
Position Year Salary ($)(1) Bonus ($) (#) ($)(3) ($)(4)
--------------------------- ------ --------------- ---------------- ------------ --------- -------------

William T. Jensen 2002 260,664 114,498 50,000 -- 2,529
Chairman 2001 59,615 237,549(2) 100,000 -- 2,641

Donald W. Duda 2002 268,914 114,498 200,000 -- 5,100
President 2001 206,647 136,983 100,000 -- --
2000 21,496 15,454 29,413 -- --

Douglas A. Koman 2002 152,719 54,065 75,000 -- 1,414
Vice President, Corporate 2001 51,913 20,006 42,648 -- --
Finance

Robert J. Kuehnau 2002 170,053 54,065 30,000 74,751 6,518
Vice President, Treasurer 2001 161,972 70,135 20,000 73,450 6,332
and Controller 2000 155,884 83,836 48,576 78,848 4,189

James F. McQuillen 2002 160,691 7,500 20,000 42,206 5,100
Executive Vice President 2001 142,592 53,029 15,000 18,980 5,100
2000 129,016 32,521 6,589 11,055 3,074

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(1) Includes the following cash car allowances for the following Named
Executives in 2002, 2001, and 2000 respectively: Mr. Duda, $8,250, $6,000
and $1,300; Mr. Koman, $4,400; Mr. Kuehnau, $4,725, $3,900 and $3,900; and
Mr. McQuillen, $6,000, $6,000 and $6,000.

(2) Includes a $200,000 payment pursuant to the Supplemental Executive Benefit
Plan ("SEBP"). The SEBP terminated in fiscal year 2001.

(3) Long-Term Incentive Plan ("LTIP") payouts represent amounts paid pursuant
to Methode's Longevity Contingent Bonus Program. See "Long-Term Incentive
Plans-Awards in Last Fiscal Year" and "Board Compensation Committee Report
on Executive Compensation-Long-Term Incentive" below for a description of
the Longevity Contingent Bonus Program.

(4) Includes a company contribution under Methode's 401(k) Plan of $5,100 for
Messrs. McQuillen and Kuehnau in fiscal 2002 and 2001, for Mr. Duda in
fiscal 2002 and a contribution of $1,414 for Mr. Koman in fiscal 2002.
Includes $3,074 allocated under the Methode Employee Stock Ownership Plan
in fiscal 2000 to Messrs. Kuehnau and McQuillen. Includes the following
above-market interest accruals under Methode's Capital Accumulation Program
in fiscal 2002, 2001 and 2000, respectively, for Mr. Kuehnau, $1,418,
$1,232 and $1,115, and in fiscal 2002 and 2001, respectively, for Mr.
Jensen, $2,529 and $2,641.

OPTION GRANTS IN LAST FISCAL YEAR

Set forth below is information on non-qualified stock options to purchase
shares of Methode Class A common stock granted to the Named Executives for the
fiscal year ended April 30, 2002, which are reflected in the Summary
Compensation Table.

Potential Realizable Value
Number of at Assumed Annual Rates
Securities % of Total of Stock Price Appreciation
Underlying Options for Option Term
Options Granted to Exercise Expiration -----------------------------
Name Granted (1) Employees (2) Price (3) Date 5% 10%
-------------------- ------------- --------------- ----------- ----------- ----------- ------------

William T. Jensen 50,000 7.0% $10.50 6/10/2012 330,000 836,500
Donald W. Duda 200,000 28.0% $10.50 6/10/2012 1,320,000 3.346,000
Douglas A. Koman 75,000 10.5% $10.50 6/10/2012 495,000 1,254,750
Robert J. Kuehnau 30,000 4.2% $10.50 6/10/2012 198,000 501,900
James F. McQuillen 20,000 2.8% $10.50 6/10/2012 132,000 334,600

------------
(1) These non-qualified stock options to purchase shares of the Company's Class
A common stock were issued pursuant to Methode's 2000 Stock Plan and may
not be exercised until they vest. Mr. Jensen's options vest after one year;
options granted to Messrs. Duda, Koman and Kuehnau vest 25% after one year,
50% after two years, 75% after three years and 100% after four years;
options granted to Mr. McQuillen vest 33% after one year, 66% after two
years and 100% after three years.

(2) Based on a total of 713,900 options granted to all employees.

(3) Fair market value on the date of grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money Options
Options at 4/30/02 at FY-End ($)
Shares Acquired Value Exercisable / Exercisable /
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
-------------------- ----------------- -------------- -------------------- ---------------------

William T. Jensen -- -- 50,000 / 50,000 $230,500 / $230,500
Donald W. Duda -- -- 79,413 / 50,000 $230,500 / $230,500
Douglas A. Koman -- -- 21,324 / 21,324 $46,840 / $46,840
Robert J. Kuehnau -- -- 58,576 / 10,000 $35,100 / $35,100
James F. McQuillen -- -- 14,089 / 7,500 $26,325 / $26,325

LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

Methode has a Longevity Contingent Bonus Program that covers certain
officers and key management personnel. The longevity compensation amount is
equal to the current bonus received by an eligible employee for a given
quarter, and is earned and payable three years after the current quarter only
if the eligible employee is still an employee of Methode and his employment
performance is satisfactory. If for any reason other than death, disability or
retirement the officer or key employee terminates his employment with Methode
during the three-year period or his employment performance is not satisfactory,
no longevity compensation is payable under this program. The following table
includes information regarding amounts payable under the Longevity Bonus
Program to the Named Executives based on the bonuses earned in fiscal 2002.

Performance or Other Estimated Future
Period Until Maturation ------------------------------------------------
Name or Payout Threshold ($) Target ($) Maximum ($)
-------------------- ------------------------ --------------- ------------ ------------

William T. Jensen 3 years 114,498 114,498 114,498
Donald W. Duda 3 years 114,498 114,498 114,498
Douglas A. Koman 3 years 54,065 54,065 54,065
Robert J. Kuehnau 3 years 54,065 54,065 54,065
James F. McQuillen 3 years 7,500 7,500 7,500

Employment Agreements

William T. Jensen Agreement. Methode and William T. Jensen entered into an
Agreement in connection with his election to Chairman of the Board of Directors
in February 2001. Under the agreement, as amended, Mr. Jensen is entitled to an
annual salary of $278,356 and a quarterly bonus calculated based on Methode's
adjusted pretax profits. In addition, Mr. Jensen was granted an option to
purchase 100,000 shares of Methode Class A common stock in fiscal 2001. In June
2002, the Compensation Committee elected to extend the term of the agreement to
June 30, 2003.

Employment Security Agreements. On December 21, 2001, Messrs. Duda, Koman,
Kuehnau and McQuillen each entered into an Employment Security Agreement with
Methode. Each agreement provides that if within three years of a Change in
Control (as defined in the agreement) or during a Period Pending a Change in
Control (as defined in the agreement), Methode terminates the executive's
employment without good cause or the executive voluntarily terminates his
employment for good reason, the executive is entitled to (1) a lump sum cash
payment equal to three times the executive's annual salary (two times annual
salary in the case of Mr. McQuillen); (2) a lump sum cash bonus payment; (3)
continued participation in Methode's welfare benefit plans for three years or
until the executive becomes covered under other welfare benefit plans providing
substantially similar benefits; (4) unpaid salary or other compensation earned
with respect to periods prior to the executive's termination, including
accumulated but unused vacation; and (5) a lump sum of any amount payable to
the executive pursuant to a tax gross-up payment.

Director Compensation

Directors who are not also Methode employees are compensated at the rate
of $25,000 annually, plus an attendance fee of $500 for any special board
meeting in addition to the regularly scheduled quarterly meetings. Directors
who are members of the Compensation, Nominating or Audit Committees receive an
additional $500 for each committee meeting attended. In addition, each
non-employee director is eligible to participate in the 2000 Stock Plan. Each
non-employee director was granted an option to purchase 5,000 shares of Methode
Class A common stock for the fiscal year ended April 30, 2002. These options
vest six months after the grant date. Directors who are also Methode employees
are not paid for their services as directors or for attendance at meetings. In
fiscal 2002, Messrs. Croft and Wright accrued above-market interest under
Methode's Capital Accumulation Program of $2,024 and $2,010, respectively.

BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

Methode's compensation philosophy is comprised of several elements
designed to retain key management personnel, reward performance, dedication and
historical service to Methode, and to relate executive pay to long-term
performance. These elements consist of a base salary, bonus compensation,
incentive awards directly relating pay to performance, and long-term incentive
awards designed to align executive interests with stockholder interests.

Base Salary

The base salaries of Methode's executive officers have remained relatively
flat, with small increases to reflect inflation. The Compensation Committee
reviews base salaries annually. Although base salaries have not been high
relative to other companies of comparable size, the bonus has been a key tool
for rewarding performance. Pursuant to Mr. Jensen's employment agreement, as
amended, Mr. Jensen was paid an annual salary of $260,664.

Bonus Compensation

Quarterly cash bonuses for all officers and managerial personnel, other
than Mr. Jensen, are determined pursuant to a bonus plan reviewed from time to
time by the Compensation Committee. Mr. Jensen's quarterly cash bonuses are
determined pursuant to his employment agreement. Pursuant to the bonus plan and
Mr. Jensen's employment agreement, bonus amounts are calculated according to a
formula which assigns certain percentages to different levels of adjusted
pretax profits. Mr. Jensen earned quarterly cash bonuses totaling $114,498
during fiscal 2002.

Long-Term Incentive

Methode has instituted several plans that are designed to provide
long-term incentives for executives by relating executive compensation to
Methode's performance over time as well as by rewarding continued service. The
Longevity Contingent Bonus Program (the "Bonus Program") awards officers and
key management personnel a matching bonus (equal to the amount of the current
quarterly bonus), which will be considered as earned and payable in three years
provided that the participant is still employed and performance has been
satisfactory. If, for any reason, other than death, disability, or retirement,
the officer or key employee terminates his employment with Methode during the
three year period, or his employment performance is not satisfactory, no
longevity compensation is payable under this program. Mr. Jensen's total
quarterly bonus awards in 2002 were $114,498. He is therefore eligible to
receive payments totaling $114,498 in fiscal 2005.

The Methode Electronics, Inc. 1997 Stock Plan and 2000 Stock Plan (the
"Stock Plans") also provide long-term incentive to employees. The Stock Plans
provide for the granting of awards of restricted stock, incentive stock
options, nonqualified stock options and stock appreciation rights with respect
to the Class A common stock. The Compensation Committee administers the Stock
Plans and from time to time grants awards under the Stock Plans to selected
eligible directors and employees. Mr. Jensen received a grant of an option to
purchase 50,000 shares of Methode Class A common stock for fiscal 2002.

COMPENSATION COMMITTEE
Warren L. Batts
William C. Croft

PERFORMANCE GRAPH

The following graph sets forth a five year comparison of the cumulative
total stockholder returns for the following: (1) Methode's Class A common
stock; (2) Methode's Class B common stock; (3) the CRSP Total Return Index for
The Nasdaq Stock Market (US Companies); and (4) a custom peer group of publicly
traded companies. All returns were calculated assuming dividend reinvestment on
a quarterly basis.

The Peer Group includes companies that manufacture, or have business units
that manufacture, electrical and electronic connectors, interconnect devices,
or controls and components for the automotive, computer, communications systems
and other markets. The Peer Group consists of the following companies: Amphenol
Corporation, CTS Corporation, Delphi Automotive Systems Corporation,
Littelfuse, Inc., Molex Incorporated (Class A Common Stock), Thomas & Betts
Corporation and TRW, Inc.

[THE FOLLOWING INFORMATION WAS REPRESENTED AS A LINE CHART IN THE PRINTED
MATERIAL]

Nasdaq Stock Market
Date Class A Class B (US Companies) Peer Group
---- ------- ------- -------------- ----------

4/30/1997 100 100 100 100
4/30/1998 114.507 117.334 149.486 121.105
4/30/1999 108.085 110.339 204.870 105.962
4/28/2000 305.092 368.042 310.302 135.306
4/30/2001 110.208 144.640 169.581 97.560
4/30/2002 225.892 180.794 136.348 110.191

RELATED PARTY TRANSACTION

James W. McGinley, and Robert R. McGinley, each directors of Methode,
together with Jane R. McGinley, Margaret J. McGinley and Raymond J. Roberts,
are special fiduciaries of the William J. McGinley Marital Trust No. 1 ("Trust
No. 1") and the William J. McGinley Marital Trust No. 2 ("Trust No. 2", and
together with Trust No. 1, the "Marital Trusts"). Jane R. McGinley is also
co-trustee of the Marital Trusts. The Marital Trusts hold approximately 81% of
Methode's outstanding Class B Common Stock. Trust No. 2 also owns Horizon
Farms, Inc., an Illinois corporation ("Horizon"), of which Messrs. J. McGinley
and R. McGinley are officers and directors. In April 2001, Methode loaned
$6,000,000 to Horizon. The note receivable, which is included in other assets
on Methode's balance sheet, is payable on June 30, 2003 and bears interest at a
rate of 5.25% per annum. The note receivable is secured by a mortgage lien on
certain real property owned by Horizon pursuant to a Mortgage and Security
Agreement. Other non-operating income for Methode for fiscal 2001 included $6.6
million from insurance proceeds related to the death on January 22, 2001 of
William J. McGinley, Methode's founder. Methode is a party to a Split-Dollar
Insurance Agreement dated August 9, 1996, with the William J. McGinley and Jane
R. McGinley Irrevocable Trust (the "Irrevocable Trust"). James W. McGinley, and
Robert R. McGinley, each directors of Methode, together with Jane R. McGinley,
Margaret J. McGinley, and other McGinley family members, are beneficiaries of
the Irrevocable Trust. Pursuant to the Split-Dollar Insurance Agreement,
Methode agreed to pay premiums on last survivor life insurance policies owned
by the Irrevocable Trust on the lives of William J. and Jane R. McGinley.
Methode has collateral assignments on the policies that entitle it to receive
reimbursement at the greater of the cumulative premiums paid or the cash
surrender value of the policies. At April 30, 2002, cumulative premiums paid
were $1,765,000 and the cash surrender value was $1,675,000.

OTHER MATTERS

Independent Public Accountants

Upon the recommendation of the Audit Committee, Methode's Board of
Directors has selected Ernst & Young LLP to examine Methode's consolidated
financial statements for the fiscal year ending April 30, 2003. Ernst & Young
LLP has served Methode in this capacity since 1966.

Fees paid to Ernst & Young LLP for services performed in fiscal year 2002
were as follows:

Audit Fees ............................. $258,865
Financial Information Systems Design and
Implementation Fees ................... $ 0
All Other Fees ......................... $119,048

All other fees relate to benefit plan audits, accounting and tax
consultations and forensic auditing and litigation support.

Representatives of Ernst & Young LLP will be present at the annual
meeting, will have the opportunity to make a statement and will be available to
respond to appropriate questions.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the securities laws of the United States, Methode's directors, its
executive officers, and any persons holding more than 10% of the Methode Class
A or Class B common stock are required to report their initial ownership of the
Class A or Class B common stock and any subsequent changes in that ownership to
the Securities and Exchange Commission. Specific due dates for these reports
have been established and Methode is required to disclose in this proxy
statement any failure to file by the required dates during its fiscal year
ended April 30, 2002. All of these filing requirements were satisfied, except
that Messrs. Ashley, Croft, Duda, Jensen, Koman,

Kuehnau, J. McGinley, R. McGinley, and Wright each filed his Form 5 late and
Mr. McQuillen filed his Form 3 late. In making these disclosures, Methode has
relied solely on written representations of its directors and executive
officers and copies of the reports filed with the Commission.

Stockholder Proposals

All stockholder proposals to be presented at Methode's annual meeting to
be held in 2003 must be received by Methode by April 14, 2003 in order to be
considered for inclusion in Methode's proxy statement relating to the 2003
annual meeting. If a stockholder intends to present a proposal at the 2003
annual meeting but does not intend to have such proposal included in Methode's
proxy statement, Methode must receive notice of such proposal prior to June 27,
2003 in order to be considered "timely." If notice of such proposal is not
received prior to June 27, 2003, the proposal shall be deemed "untimely" and
Methode will have the right to exercise discretionary voting authority with
respect to such proposal. These notices should be directed to the Secretary of
Methode Electronics, Inc. at 7401West Wilson Avenue, Chicago, Illinois 60706.

SEC Form 10-K

A copy of Methode's Annual Report on Form 10-K filed with the Securities
and Exchange Commission will be provided to stockholders without charge upon
written request directed to the Secretary of Methode Electronics, Inc. at 7401
West Wilson Avenue, Chicago, Illinois 60706.

Other Business

The Board of Directors knows of no other business that will be presented
at the annual meeting. Should any other business come before the annual
meeting, it is the intention of the persons named in the enclosed proxy to vote
in accordance with their best judgment.

By order of the Board of Directors

William T. Jensen
Chairman

Chicago, Illinois
August 10, 2002