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
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
HEICO CORPORATION
(Name of Registrant as Specified in Its Charter)
HEICO CORPORATION
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
HEICO CORPORATION
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Notice of Annual Meeting of Shareholders
to be held March 20, 2001
----------------
The Annual Meeting of Shareholders of HEICO Corporation, a Florida
corporation ("HEICO" or the "Company"), will be held on March 20, 2001, at 10:00
A.M. local time, at The Sheraton Fort Lauderdale Airport Hotel, 1825 Griffin
Road, Dania, Florida, for the following purposes:
1. To elect a Board of Directors for the ensuing year;
2. Transacting such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of HEICO Common Stock and Class A Common Stock at
the close of business on January 23, 2001 will be entitled to vote at the
Meeting.
You are requested, regardless of the number of shares owned, to sign and
date the enclosed proxy and to mail it promptly, or use the telephone or
Internet voting systems set forth in the proxy. You may revoke your proxy either
by written notice to HEICO or in person at the Meeting (without affecting any
vote previously taken).
BY ORDER OF THE BOARD OF DIRECTORS
3000 Taft Street Laurans A. Mendelson,
Hollywood, Florida Chairman of the Board,
February 12, 2001 President and
Chief Executive Officer
HEICO CORPORATION
3000 Taft Street, Hollywood, Florida 33021
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PROXY STATEMENT
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This Proxy Statement is furnished to the shareholders of HEICO Corporation
("HEICO" or the "Company") in connection with the solicitation of proxies by
HEICO's Board of Directors (the "Board") for use at the annual meeting of
shareholders of HEICO to be held at The Sheraton Fort Lauderdale Airport Hotel,
1825 Griffin Road, Dania, Florida 33004 on Tuesday, March 20, 2001 at 10:00
A.M., local time. This Proxy Statement is first being mailed to shareholders on
or about February 14, 2001.
At the annual meeting, the shareholders will be asked to elect a Board and
to vote on any other business which properly comes before the meeting.
The Board of Directors of HEICO urges you promptly to date, sign and mail
your proxy, or use the telephone or Internet voting systems set forth in the
proxy, in the form enclosed with this Proxy Statement, to make certain that
your shares are voted at the meeting. Proxies in the enclosed or other
acceptable form that are received in time for the meeting will be voted.
However, you may revoke your proxy at any time by a revocation in writing or a
later dated proxy that is received by HEICO, and if you attend the meeting you
may vote your shares in person.
If your proxy is received in time for the meeting, it will be voted in the
manner specified by you in the proxy. If you do not specify a choice, the proxy
will be voted as indicated in the form of proxy.
HEICO will bear the expense of soliciting proxies in the accompanying
form. Solicitations will be by mail, and directors, officers and regular
employees of HEICO may solicit proxies personally or by telephone, telegram or
special letter. HEICO will also employ Beacon Hill Partners, Inc., 90 Broad
Street, New York, New York 10004, to assist in soliciting proxies for a fee of
$5,000 plus related out-of-pocket expenses.
Only holders of record of HEICO Common Stock, $0.01 par value per share
(the "Common Stock") and Class A Common Stock, $0.01 par value per share (the
"Class A Common Stock") at the close of business on January 23, 2001 will be
entitled to vote at the meeting. On that date there were 8,536,886 shares of
Common Stock, each entitled to one vote and 8,999,844 shares of Class A Common
Stock, each entitled to 1/10th vote per share outstanding.
VOTING SECURITIES OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth some information regarding the beneficial
ownership of the Common Stock and Class A Common Stock as of January 23, 2001 by
(i) each person who is known to the Company to be the beneficial owner of more
than 5% of the outstanding Common Stock or Class A Common Stock, (ii) the Chief
Executive Officer and the other four most highly compensated executive officers,
(iii) each of the directors of the Company, and (iv) all directors and executive
officers of the Company as a group. Except as set forth below, the shareholders
named below have sole voting and investment power with respect to all shares of
Common Stock and Class A Common Stock shown as being beneficially owned by them.
Shares Beneficially Owned(2)
-----------------------------------------------------
Class A
Common Stock Common Stock
------------------------- -------------------------
Name and Address
of Beneficial Owner(1) Number Percent Number Percent
---------------------- ----------- ----------- ------------ ----------
(a) Certain beneficial owners:
Mendelson Reporting Group(3) ................................... 2,114,517 21.38% 937,287 9.62%
HEICO Savings and Investment Plan(4) ........................... 1,251,621 14.66% 817,148 9.08%
Dr. Herbert A. Wertheim(5) ..................................... 1,136,176 13.31% 738,513 8.21%
Rene Plessner Reporting Group(6) ............................... 448,067 5.25% 291,243 3.24%
(b) Directors:
Jacob T. Carwile(7) ............................................ 135,013 1.56% 88,627 *
Samuel L. Higginbottom ......................................... 3,749 * 3,303 *
Wolfgang Mayrhuber(8) .......................................... 5,000 * 6,000 *
Eric A. Mendelson(9) ........................................... 456,855 5.18% 281,852 3.07%
Laurans A. Mendelson(10) ....................................... 1,520,033 16.30% 565,566 6.02%
Victor H. Mendelson(11) ........................................ 451,993 5.13% 278,933 3.04%
Albert Morrison, Jr.(12) ....................................... 17,073 * 11,964 *
Dr. Alan Schriesheim(13) ....................................... 122,994 1.42% 80,812 *
Guy C. Shafer(14) .............................................. 11,475 * 8,325 *
(c) Executive officers listed in Summary Compensation
table who are not directors:
Thomas S. Irwin(15) ............................................ 344,080 3.95% 156,526 1.72%
James L. Reum(16) .............................................. 117,549 1.36% 21,439 *
All directors and officers as a group (11 persons)(17) ......... 2,871,450 27.60% 1,314,283 13.13%
All directors, officers, the HEICO Savings and
Investment Plan and the Mendelson Reporting
Group as a group ............................................. 4,033,333 38.77% 2,072,829 20.70%
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* Represents ownership of less than 1%.
(1) Unless otherwise indicated, the address of each beneficial owner identified
is c/o HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021.
Except as otherwise indicated, such beneficial owners have sole voting and
investment power with respect to all shares of Common Stock and Class A
Common Stock owned by them, except to the extent such power may be shared
with a spouse.
(2) The number of shares of Common Stock and Class A Common Stock deemed
outstanding includes (i) 8,536,886 shares of Common Stock outstanding as of
January 23, 2001, (ii) 8,999,844 shares of Class A Common Stock outstanding
as of January 23, 2001, and (iii) shares issued pursuant to options held by
the respective person or group which may be exercised within 60 days after
January 23, 2001 ("presently exercisable stock options") as set forth
below. Pursuant to the rules of the Securities and Exchange Commission,
presently exercisable stock options are deemed to be outstanding and to be
beneficially owned by the person or group for the purpose of computing the
percentage ownership of such person or group, but are not treated as
outstanding for the purpose of computing the percentage ownership of any
other person or group.
(3) The Mendelson Reporting Group consists of Laurans A. Mendelson; Eric A.
Mendelson; Victor H. Mendelson; Mendelson International Corporation
("MIC"), a corporation whose stock is owned solely by Eric and Victor
Mendelson and whose Chairman of the Board is Laurans A. Mendelson; LAM
Limited Partners, a partnership whose sole general partner is a corporation
controlled by Arlene Mendelson, the wife of Laurans A. Mendelson; LAM Alpha
Limited Partners, a partnership whose sole general partner is a corporation
controlled by Laurans A. Mendelson, and the Victor H. Mendelson
2
Revocable Investment Trust, whose grantor, sole presently vested
beneficiary and a trustee is Victor H. Mendelson. Includes 1,352,693 shares
of Common Stock and 740,107 shares of Class A Common Stock covered by
currently exercisable stock options. Also includes 636 shares of Class A
Common Stock held of record by employees and former shareholders of the
Company's Northwings Accessories Corp. subsidiary but subject to a voting
proxy held by Laurans A. Mendelson. See Notes (9), (10) and (11) below. The
address of the Mendelson Reporting Group is 825 Brickell Bay Drive, 16th
Floor, Miami, Florida 33131.
(4) Reflects 794,747 shares of Common Stock and 526,908 shares of Class A
Common Stock allocated to participants' individual accounts and 456,874
unallocated shares of Common Stock and 290,240 unallocated shares of Class
A Common Stock as of September 30, 2000. Under the terms of the Plan, all
shares allocated to the accounts of participating employees will be voted
or not as directed by written instructions from the participating
employees, and allocated shares for which no instructions are received and
all unallocated shares will be voted in the same proportion as the shares
for which instructions are received. The address of HEICO Savings and
Investment Plan is c/o Reliance Trust Company, 3384 Peachtree Road NE,
Suite 900, Atlanta, Georgia 30326.
(5) The address of Dr. Wertheim is 191 Leucadendra Drive, Coral Gables, Florida
33156.
(6) Based on information in a Schedule 13D dated January 9, 1997 filed by Mr.
Plessner individually and as sole Trustee for the Rene Plessner Associates,
Inc. Profit Sharing Plan. Reflects 279,979 shares of Common Stock and
181,986 shares of Class A Common Stock held by Mr. Plessner and 168,088
shares of Common Stock and 109,256 shares of Class A Common Stock held by
the Rene Plessner Associates, Inc. Profit Sharing Plan, an employee profit
sharing plan of Rene Plessner Associates, Inc., an executive search
company. The address of Rene Plessner Reporting Group is 375 Park Avenue,
New York, NY 10052.
(7) Reflects 123,538 shares of Common Stock and 80,302 shares of Class A Common
Stock subject to presently exercisable stock options. Mr. Carwile is not
standing for re-election.
(8) Reflects 5,000 shares of Common Stock and 6,000 shares of Class A Common
Stock subject to presently exercisable stock options. Mr. Mayrhuber is a
nominee for election to the Board of Directors.
(9) Reflects 157,282 shares of Common Stock and 94,532 shares of Class A Common
Stock held by MIC, 281,293 shares of Common Stock and 175,142 shares of
Class A Common Stock covered by currently exercisable stock options and
16,238 shares of Common Stock and 10,632 shares of Class A Common Stock
held by the HEICO Savings and Investment Plan and allocated to Eric A.
Mendelson's account and 450 shares of Common Stock and 512 shares of Class
A Common Stock owned by Eric Mendelson's children. See Note (3) above.
(10) Laurans A. Mendelson disclaims beneficial ownership with respect to 157,282
shares of Common Stock and 94,532 shares of Class A Common Stock,
respectively, of these shares, which are held in the name of MIC, 34,550
shares of Common Stock and 11,867 shares of Class A Common Stock which were
donated to and are presently held by the Laurans A. and Arlene H. Mendelson
Charitable Foundation, Inc., of which Mr. Mendelson is President, 636
shares of Class A Common Stock held of record by employees and former
shareholders of the Company's Northwings subsidiary but subject to a voting
proxy held by Mr. Mendelson. Includes 516,319 shares of Common Stock and
54,547 shares of Class A Common Stock held solely by Mr. Mendelson or LAM
Limited Partners or LAM Alpha Limited Partners. Also includes 790,105
shares of Common Stock and 389,821 shares of Class A Common Stock covered
by currently exercisable stock options and 21,777 shares of Common Stock
and 14,163 shares of Class A Common Stock held by the HEICO Savings and
Investment Plan and allocated to Mr. Mendelson's account. See Notes (3),
(9) and (11).
(11) Reflects 157,282 shares of Common Stock and 94,532 shares of Class A Common
Stock held by MIC, 281,295 shares of Common Stock and 175,144 shares of
Class A Common Stock covered by currently exercisable stock options, of
which 156,485 shares of Common Stock and 101,715 shares of Class A Common
Stock are held by the Victor H. Mendelson Revocable Investment Trust, and
12,721 shares of Common Stock and 8,347 shares of Class A Common Stock held
by the HEICO Savings and Investment Plan and allocated to Victor H.
Mendelson's account and 200 shares of Common Stock and 460 shares of Class
A Common Stock owned by Victor Mendelson's children. See Note (3) above.
(12) Albert Morrison Jr.'s voting and dispositive power with respect to 15,481
and 10,062 shares of Common Stock and Class A Common Stock, respectively,
is held indirectly through Sheridan Ventures, Inc., a corporation of which
Mr. Morrison is the President, but not a shareholder.
(13) Reflects 111,182 shares of Common Stock and 72,270 shares of Class A Common
Stock subject to presently exercisable stock options.
(14) Mr. Shafer is not standing for re-election.
(15) Reflects 172,743 shares of Common Stock and 104,586 shares of Class A
Common Stock covered by currently exercisable stock options and 29,678
shares of Common Stock and 19,368 shares of Class A Common Stock held by
the HEICO Savings and Investment Plan and allocated to Thomas S. Irwin's
account.
(16) Reflects 99,988 shares of Common Stock and 9,999 shares of Class A Common
Stock covered by currently exercisable stock options, and 9,324 shares of
Common Stock and 6,092 shares of Class A Common Stock held by the HEICO
Savings and Investment Plan and allocated to James L. Reum's account.
(17) Reflects 1,865,144 shares of Common Stock and 1,013,264 shares of Class A
Common Stock covered by currently exercisable stock options. The total for
all directors and officers as a group (11 persons) also includes 89,738
shares of Common Stock and 58,602 shares of Class A Common Stock held by
the HEICO Savings and Investment Plan and allocated to accounts of officers
pursuant to the Plan. See Note (4) above.
3
PROPOSAL TO ELECT DIRECTORS
(Proposal No. 1)
Each of the seven individuals named in the table below has been nominated
by management for election to the Board at the annual meeting to serve until the
next annual meeting or until his successor is elected and qualified. All of the
nominees are currently serving on the Board.
Director
Name Age Corporate Office or Position Since
---- ---- ---------------------------- --------
Samuel L. Higginbottom 79 Director(1)(2)(5) 1989
Wolfgang Mayrhuber 53 Director Nominee(7) --
Eric A. Mendelson 35 President - Flight Support Group of the Company; 1992
President of HEICO Aerospace Holdings Corp. and
Director(6)
Laurans A. Mendelson 62 Chairman of the Board, President and Chief Executive 1989
Officer, Director(2)(6)
Victor H. Mendelson 33 President - Electronic Technologies Group and General 1996
Counsel of the Company; President of HEICO Electronic
Technologies Corp. and Director(4)(6)
Albert Morrison, Jr. 64 Director(3)(5) 1989
Dr. Alan Schriesheim 70 Director(2)(3)(4) 1984
----------------
(1) Member of Nominating and Executive Compensation Committee.
(2) Member of Executive Committee.
(3) Member of Finance/Audit Committee.
(4) Member of Environmental, Safety and Health Committee.
(5) Member of Stock Option Plan Committee.
(6) Laurans A. Mendelson is the father of Eric A. Mendelson and Victor H.
Mendelson.
(7) Wolfgang Mayrhuber is not currently a director but has been serving on the
Board as Advisor since 1997.
BUSINESS EXPERIENCE OF NOMINEES
Samuel L. Higginbottom is a retired executive officer of Rolls Royce, Inc.
(an aircraft engine manufacturer), where he served as Chairman, President and
Chief Executive Officer from 1974 to 1986. He was the Chairman of the Columbia
University Board of Trustees from 1982 until September 1989. He was President,
Chief Operating Officer and a director of Eastern Airlines, Inc., from 1970 to
1973 and served in various other executive capacities with that company from
1964 to 1969. Mr. Higginbottom was a director of British Aerospace Holdings,
Inc., an aircraft manufacturer, from 1986 to 1999 and was a director of
AmeriFirst Bank from 1986 to 1991. He is a Trustee of St. Thomas University,
Miami, Florida.
Wolfgang Mayrhuber has served as Advisor to the Board of Directors of the
Company since 1997. He has served with Deutsche Lufthansa since 1970, and has
held various senior management positions for the maintenance and overhaul of
aircraft, components and engines. In 1992, Mr. Mayrhuber was appointed Executive
Vice President and Chief Operating Officer Technical for Lufthansa. In October
1994, he became Chairman of the Executive Board of Lufthansa Technik. Effective
January 2001, Mr. Mayrhuber was promoted to Member of the Executive Board and
Chief Executive Officer Passenger Airlines of Deutsche Lufthansa AG. Mr.
Mayrhuber was appointed to the Board of Directors of Hawker Pacific Aerospace in
2000, which provides overhaul and repair services to the aviation industry, and
has served as Chairman of its Board since that time.
Eric A. Mendelson has served as Vice President of the Company since 1992,
and has been President of HEICO Aerospace Holdings Corp. ("HEICO Aerospace"), a
subsidiary of HEICO, since
4
its formation in 1997 and President of HEICO Aerospace Corporation since 1993.
He also served as President of HEICO's Jet Avion Corporation, a wholly owned
subsidiary of HEICO Aerospace, from 1993 to 1996 and served as Jet Avion's
Executive Vice President and Chief Operating Officer from 1991 to 1993. From
1990 to 1991, Mr. Mendelson was Director of Planning and Operations of the
Company. Mr. Mendelson is a co-founder, and, since 1987, has been Managing
Director of Mendelson International Corporation ("MIC"), a private investment
company which is a shareholder of HEICO. Eric Mendelson is the son of Laurans
Mendelson and the brother of Victor Mendelson.
Laurans A. Mendelson has served as Chairman of the Board of the Company
since December 1990. Mr. Mendelson has also served as Chief Executive Officer of
the Company since February 1990, President of the Company since September 1991
and served as President of the Company's former MediTek Health Corporation
subsidiary from May 1994 until its sale in July 1996. Mr. Mendelson serves on
the Board of Governors of the Aerospace Industries Association and on the Board
of Directors of Hawker Pacific Aerospace. Mr. Mendelson is a member of the Board
of Trustees of Columbia University in the City of New York and the Board of
Trustees of Mount Sinai Medical Center in Miami Beach, Florida. Mr. Mendelson is
a Certified Public Accountant.
Victor H. Mendelson has served as Vice President of the Company since 1996,
as President of HEICO Electronic Technologies Corp., formerly HEICO Aviation
Products Corp., a subsidiary of HEICO, since September 1996 and as General
Counsel of the Company since 1993. He served as Executive Vice President of
MediTek from 1994 and its Chief Operating Officer from 1995 until its sale in
July 1996. He was the Company's Associate General Counsel from 1992 until 1993.
From 1990 until 1992, he worked on a consulting basis with the Company,
developing and analyzing various strategic opportunities. Mr. Mendelson is a
co-founder and, since 1987, has been President of MIC (a private investment
company which is a shareholder of HEICO). He is a Trustee of St. Thomas
University, Miami, Florida and is a Director of the Florida Grand Opera. Victor
Mendelson is the son of Laurans Mendelson and the brother of Eric Mendelson.
Albert Morrison, Jr. has served as President of Morrison, Brown, Argiz &
Company, a certified public accounting firm located in Miami, Florida, since
1971. He serves as the Chairman of the Dade County Industrial Development
Authority and on the Florida International University Board of Trustees. Mr.
Morrison also served as a director of Logic Devices, Inc., a computer
electronics company.
Dr. Alan Schriesheim is retired from the Argonne National Laboratory, where
he served as Director from 1984 to 1996. From 1983 to 1984, he served as Senior
Deputy Director and Chief Operating Officer of Argonne. From 1956 to 1983, Dr.
Schriesheim served in a number of capacities with Exxon Corporation in research
and administration, including positions as General Manager of the Engineering
Technology Department for Exxon Research and Engineering Co. and Director of
Exxon's Corporate Research Laboratories. Dr. Schriesheim is also a director of
Rohm and Haas Company, a chemical company, and a member of the Board of the
Children's Memorial Hospital of Chicago, Illinois.
Meetings of the Board are held periodically during the year. The Board held
six meetings in fiscal 2000. The Board currently has five standing committees:
the Executive Committee; the Nominating and Executive Compensation Committee;
the Finance/Audit Committee; the Environmental, Safety and Health Committee and
the Stock Option Plan Committee.
The Executive Committee has such powers as are delegated by the Board,
which may be exercised while the Board is not in session, provided such powers
are not in conflict with specific powers conferred to other committees or are
otherwise contrary to law.
The Nominating and Executive Compensation Committee determines the
Company's director and officer requirements and recommends to the full Board
nominees for election. The Nominating and Executive Compensation Committee does
not solicit nominations from shareholders. The Nominating
5
and Executive Compensation Committee also reviews and approves compensation of
the Company's officers, key employees and directors.
The Finance/Audit Committee oversees the quality and integrity of the
accounting, auditing, and reporting practices of the Company including a
recommendation for selection and retention of the Company's independent
accountant, oversight of internal audit activities and controls, review of
internal statements with management and the independent auditor, and reviewing
the status of pending litigation, tax matters and compliance issues. The Audit
Committee Charter ("the Charter") is attached as Appendix A hereto and the
Finance/Audit Committee Report is included herein.
The Environmental, Safety and Health Committee meets with the Company's
senior management and oversees compliance in all matters relating to federal and
state environmental, safety and health regulations.
The Stock Option Plan Committee administers the Company's stock option
plans including authority to grant options, determines the persons to whom and
the times at which options are granted, and determines the terms and provisions
of each grant.
During fiscal 2000, the Nominating and Executive Compensation Committee met
three times, the Finance/Audit Committee met four times, the Environmental,
Safety and Health Committee met two times and the Stock Option Committee met
three times. The Executive Committee did not meet in fiscal 2000.
The persons named in the enclosed proxy card intend to vote such proxy for
the election of the listed nominees, or, in the event of death,
disqualification, refusal or inability of any nominee to serve, for the election
of such other person as management may recommend in the place of such nominee to
fill such vacancy. Management has no reason to believe that any of the nominees
will not be a candidate or will be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR ALL OF
MANAGEMENT'S NOMINEES.
Compensation of Directors
Directors receive director's fees of $1,000 for each regular Board meeting
attended and an annual retainer of $18,000. Directors of the Company are
required to purchase shares of HEICO common stock equivalent to 1/3 of their
annual retainers ($6,000). Members of committees of the Board of the Company are
paid a $2,000 annual retainer for each committee served and $500 for attendance
at each committee meeting. In addition, committee chairmen are paid an annual
retainer of $1,000 for each committee chaired. During fiscal 2000, an aggregate
of $239,500 was paid to directors under the compensation arrangements described
above (including $31,500 paid to Jacob Carwile, $33,000 paid to Samuel
Higginbottom, $33,500 paid to Albert Morrison, Jr., $34,500 paid to Dr. Alan
Schriesheim and $28,500 paid to Guy Shafer), excluding amounts paid to Laurans
A. Mendelson, Eric A. Mendelson and Victor H. Mendelson, which are reported in
the Summary Compensation Table. Per diem fees for other consulting services are
paid to individual directors, as assigned by the Chairman of the Board, in the
amount of $600 per day. During fiscal 2000, an aggregate of $131,400 was paid to
directors for consulting services (including $46,800 paid to Jacob Carwile,
$78,000 paid to Samuel Higginbottom and $6,600 paid to Dr. Alan Schriesheim).
The Company's Directors' Retirement Plan, adopted in 1991 in order to
facilitate Director retirements, covers the then current directors of the
Company. Under the Directors' Retirement Plan, participants will, upon
retirement from the Board, receive annually the average retainer such director
was paid during his service as a member of the Board payable in quarterly
installments. Such quarterly payments are not to be less than $3,000. Subject to
the terms of the Directors' Retirement Plan, these quarterly payments will
continue for the same period of time that the participant served on the Board,
not to exceed ten years. During fiscal 2000, $61,900 was accrued, while amounts
totaling $22,500 were paid pursuant to the Directors' Retirement Plan.
6
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company or its subsidiaries
(determined as of the end of the last fiscal year) for the fiscal years ended
October 31, 2000, 1999 and 1998:
Long-Term Compensation
---------------------------------------
Awards Payouts
------------------------------ --------
Annual Compensation(1) Restricted
-------------------------------------- Stock Options/ LTIP All Other
Name and Principal Position Year Salary($) Bonus($) Other($) Award(s)($) SARs(#)(2) Payouts Compensation($)
--------------------------- ---- --------- ---------------- ----------- ------------- ---------------- -------- ---------------
Laurans A. Mendelson 2000 495,000 900,000(3) 27,500(4) -- 27,500(5) -- 25,050(6)
Chairman of the Board, 1999 385,000 -- 24,000(4) -- 110,000(5)(8) -- 25,330(6)
President and Chief 1998 385,000 350,000 33,215(4) -- 27,500(5)(8) -- 25,330(6)
Executive Officer
Thomas S. Irwin 2000 250,000 500,000(3) -- -- 15,400(5) -- 7,588(7)
Executive Vice President 1999 180,000 -- -- -- 44,000(5)(8) -- 6,890(7)
and Chief Financial Officer 1998 180,000 190,000 -- -- 55,000(5)(8) -- 7,159(7)
Eric A. Mendelson 2000 250,000 500,000(3) 24,000(4) -- 15,400(5) -- 7,588(7)
President - Flight 1999 180,000 -- 19,000(4) -- 44,000(5)(8) -- 5,713(7)
Support Group; 1998 180,000 190,000 29,882(4) -- 110,000(5)(8) -- 7,454(7)
President of HEICO
Aerospace Holdings Corp.
Victor H. Mendelson 2000 250,000 500,000(3) 27,000(4) -- 15,400(5) -- 7,588(7)
President - Electronic 1999 180,000 -- 24,500(4) -- 44,000(5)(8) -- 6,907(7)
Technologies Group and 1998 180,000 190,000 33,382 (4) -- 110,000(5)(8) -- 7,238(7)
General Counsel;
President of HEICO
Electronic Technologies Corp.
James L. Reum 2000 180,000 100,000(3) -- -- -- -- 4,873(7)
Executive Vice President of 1999 180,000 -- -- -- -- -- 6,600(7)
HEICO Aerospace 1998 180,000 150,000 -- -- 27,500(5)(8) -- 5,801(7)
Holdings Corp.
----------------
(1) Salary and bonus amounts include amounts deferred by executive officers
pursuant to a non-qualified deferred compensation plan available to
selected employees. Under such deferred compensation plan, selected
employees may elect to defer a portion of their compensation. Amounts
deferred are immediately vested and invested in individually directed
investment accounts. Earnings on such investment accounts, which are
maintained by a Trustee, accrue to the benefit of the individual.
(2) The Company has not granted and does not currently grant Stock Appreciation
Rights ("SARs"). The option share amounts presented have been adjusted for
stock splits and dividends, as applicable.
(3) Represents a special contingent cash incentive payment awarded from the
proceeds of the sale of Trilectron Industries, Inc.
(4) Represents payments of directors' fees.
(5) Represents options granted for Common Stock and Class A Common Stock.
(6) Includes annual life insurance premiums paid by the Company of $18,250 in
fiscal years 2000, 1999 and 1998. Amount also includes Company
contributions to his HEICO Savings and Investment Plan account of $6,800 in
fiscal 2000, $7,080 in fiscal 1999 and $7,080 in fiscal year 1998. Prior to
receiving a portion of the Company contributions under such plan, Mr.
Mendelson contributed, in cash, twice the amount that he received in stock.
Participation in the HEICO Savings and Investment Plan is available to
nearly all employees of the Company.
(7) Represents Company contributions to the HEICO Savings and Investment Plan
account of the named executive. Prior to receiving a portion of the Company
contributions under such plan, each named executive contributed, in cash,
twice the amount that he received in HEICO stock. Participation in the
HEICO Savings and Investment Plan is available to nearly all employees of
the Company.
(8) These options were voluntarily cancelled during fiscal 2000.
7
Options/SAR Grants Table
The following table sets forth information concerning individual grants of
stock options pursuant to the Company's Non-Qualified Stock Option Plan and the
1993 Stock Option Plan during the fiscal year ended October 31, 2000 to the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company. The Company has not granted and
does not currently grant stock appreciation rights.
Options/SAR Grants in Last Fiscal Year
Potential Realizable
Value Assuming
% of Total Annual Rates of Stock
Options/SARs Market Appreciation for
Options/ Granted to Exercise Price on Option Term(3)
SARs Employees in or Base Date of Expiration -------------------------------
Name and Principal Position Granted(#)(1) Fiscal Year Price($/Sh)(2) Grant(2) Date 0%($) 5%($) 10%($)
------------------------------ ------------- ------------ ---------------- ---------- ----------- ------- ----------- -----------
Laurans A. Mendelson 27,500(4)(5) 9% $ 14.66 $ 14.66 12/17/09 -- $253,560 $642,536
Chairman of the Board,
President and Chief
Executive Officer
Thomas S. Irwin 15,400(4)(5) 5% $ 14.66 $ 14.66 12/17/09 -- $141,994 $359,820
Executive Vice President
and Chief Financial Officer
Eric A. Mendelson 15,400(4)(5) 5% $ 14.66 $ 14.66 12/17/09 -- $141,994 $359,820
President - Flight Support
Group;
President of HEICO
Aerospace Holdings Corp.
Victor H. Mendelson 15,400(4)(5) 5% $ 14.66 $ 14.66 12/17/09 -- $141,994 $359,820
President - Electronic
Technologies Group and
General Counsel;
President of HEICO
Electronic Technologies Corp.
James L. Reum -- -- -- -- -- -- -- --
Executive Vice President
of HEICO Aerospace
Holdings Corp.
----------------
(1) No stock appreciation rights have been granted.
(2) Amounts have been adjusted for a 10% stock dividend paid in July 2000.
(3) Based upon arbitrary assumptions of 0%, 5%, and 10% annual appreciation of
the Company's Common Stock and Class A Common Stock through the expiration
date of the executive's options granted during the last fiscal year.
(4) Options were 100% vested at grant.
(5) Represents options granted for Common Stock as adjusted for a 10% stock
dividend paid in Class A Common Stock in July 2000.
8
Aggregated Option/SAR Exercises and
Fiscal Year-End Option/SAR Value Table
The following table sets forth information concerning options exercised
during fiscal 2000 and unexercised options to purchase the Company's Common
Stock and Class A Common Stock as of October 31, 2000 under the Company's
Combined Stock Option Plan, Non-Qualified Stock Option Plan and 1993 Stock
Option Plan held by the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company. Also reported are the
values for "in-the-money" options which represent the positive spread between
the exercise price of any such existing stock options and the closing prices of
HEICO's Common Stock and Class A Common Stock on the composite tape of the New
York Stock Exchange ("NYSE") on October 31, 2000:
Aggregate Option/SAR Exercises in
Last Fiscal Year and FY-End Option/SAR Values
Number of Value of
Unexercised Unexercised
Options/SARs In-the-Money
Shares at FY-End(#) at FY-End($)
Acquired Value Exercisable/ Exercisable/
Name and Principal Position on Exercise(#) Realized($) Unexercisable(1) Unexercisable
------------------------------------ ---------------- ------------- ------------------ --------------
Laurans A. Mendelson -- -- 1,179,926E $10,350,435E
Chairman of the Board,
President and Chief
Executive Officer
Thomas S. Irwin 10,989(2) $140,863 277,329E $ 2,010,248E
Executive Vice President
and Chief Financial Officer
Eric A. Mendelson -- -- 456,435E $ 3,160,984E
President - Flight Support Group;
President of HEICO Aerospace
Holdings Corp.
Victor H. Mendelson -- -- 456,439E $ 3,108,502E
President - Electronic Technologies
Group and General Counsel;
President of HEICO Electronic
Technologies Corp.
James L. Reum 13,585(3) $188,809 109,987E $ 719,302E
Executive Vice President
of HEICO Aerospace
Holdings Corp.
----------------
E - Denotes exercisable options.
(1) Option share amounts have been adjusted for stock dividends and stock
splits.
(2) Represents 1,754 shares of Common Stock and 9,235 shares of Class A Common
Stock.
(3) Represents 8,237 shares of Common Stock and 5,348 shares of Class A Common
Stock.
9
FINANCE/AUDIT COMMITTEE REPORT
The Finance/Audit Committee of the Board of Directors ("Audit Committee"),
composed entirely of three independent directors, met four times in fiscal 2000.
The Audit Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and reporting
practices of the Company and such other duties as directed by the Board. The
full responsibilities of the Audit Committee are set forth in its formal written
Charter, included herein as Appendix A, which was adopted December 1999. The
Charter is reviewed and amended annually and approved by the Board.
In fulfilling its responsibilities, the Audit Committee recommended to the
Board, the selection of Deloitte & Touche LLP as the Company's external auditor
for fiscal 2000. The Audit Committee:
o Discussed and considered the independence of Deloitte & Touche LLP,
reviewing as necessary all relationships and services which might bear on
the objectivity of the auditor;
o Received written affirmation that the auditor is in fact independent;
o Discussed the overall audit process, receiving and reviewing all reports;
o Involved the external auditor in the Audit Committee's review of the
Company's financial statements and related reports;
o And provided to the independent accountant full access to the Audit
Committee (and the Board) to report on any and all appropriate matters.
The Audit Committee provided guidance and oversight to the internal audit
functions of the Company. The Company's external auditors were afforded the
routine opportunity to meet privately with the Audit Committee and were
encouraged to discuss any matters they desired.
The Audit Committee also met with selected members of management and the
auditors to review fiscal 2000 financial statements, discussing such matters as
the quality of earnings, estimates, reserves and accruals, suitability of
accounting principles, highly judgmental areas; and audit adjustments whether or
not recorded. In addition, the Audit Committee considered the quality and
adequacy of the Company's internal controls and the status of pending
litigation, taxation matters and other areas of oversight to the financial
reporting and audit process that the Audit Committee felt appropriate.
Management's responsibility for financial reporting and the opinion of
Deloitte & Touche LLP are filed separately in the 2000 annual report and should
be read in conjunction with the reading of the financial statements.
Based upon the Audit Committee's review and discussions referred to above,
the Audit Committee recommended that the Board include the Company's audited
consolidated financial statements in its Annual Report on Form 10-K for the year
ended October 31, 2000, filed with the Securities and Exchange Commission.
Submitted by the Finance/Audit Committee of the Company's Board of
Directors: Jacob T. Carwile, Albert Morrison, Jr. and Dr. Alan Schriesheim.
10
NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE REPORT
The Committee
The Nominating and Executive Compensation Committee (the "Compensation
Committee") of the Board consists exclusively of members of the Board who were
not, during the three year term prior to service on the Compensation Committee
or during the period of service on the Compensation Committee, granted options
under any Company stock option plan. No member of the Compensation Committee is
a current or former employee or officer of the Company or any of its'
affiliates. Decisions concerning compensation of the Company's executive
officers generally are made by the Compensation Committee and all decisions by
the Compensation Committee about compensation of the Company's executive
officers are reviewed by the full Board, except that decisions about awards
under the Company's 1993 Stock Option Plan are made by the Stock Option Plan
Committee (the "SOC") and are ratified by the Board.
Compensation Philosophy
In general, the Company's primary objectives in establishing executive
compensation are: (i) to incentivize management to increase the Company's income
and enhance shareholder value; (ii) to align stockholder and management
interests; (iii) to encourage management to focusing on the Company's long-term
growth; (iv) to attract a high quality management team; (v) to stimulate both
entrepreneurial and team objectives by management; and (vi) to recruit and
retain top managers in an increasingly competitive compensation market.
Historically, the Company has refrained from paying large base cash
compensation and has paid cash bonuses when the Company recognized quantitative
earnings improvements. In 1999, despite continuing record financial performance
by the Company, no cash bonuses were paid to any of the Company's executive
officers. In 2000, the Company, again, reported record income from continuing
operations and the Compensation Committee rewarded the executive officers with
cash bonuses contingent upon the sale of the Company's Trilectron subsidiary as
discussed below.
Certain executive officers also received stock options in 2000. The
Compensation Committee believes that stock options encourage managers to
maximize the Company's stock price by working diligently to increase earnings in
order to increase shareholder value. The Compensation Committee also believes
that a company's stock price is usually driven by strong earnings and earnings
growth and that this philosophy has led to a 93% increase in the Company's
Common Stock price from fiscal 1996 to fiscal 2000, and an earnings increase, as
measured by net income per diluted share, of 94% over the same period. In
addition, stock options allow the Company to limit its cash compensation risk by
granting such options which are not directly charged to the Company's reported
income and which yield profit for officers only when other shareholders benefit.
Further, numerous publicly-held corporations issue stock options to their
employees and the Compensation Committee believes that the Company must do so in
order to remain competitive in the employment markets.
Stock option holders do not receive any income or other benefit from their
stock options unless all of the Company's shareholders gain from an increase in
the Company's stock price. If management's efforts do not result in a share
price increase, management will forego potentially sizeable financial gains, and
those gains often represent a substantial income expectation for them.
Relationship to Performance Under Compensation Plans
Compensation paid to the Company's executive officers in 2000, as reflected
in the foregoing tables, consisted essentially of base salary, bonuses, and
Company contributions to the HEICO Savings and Investment Plan (the "Savings and
Investment Plan"). None of the executive officers received bonuses in 1999
despite the Company's record financial performance. All employees of the Company
and certain subsidiaries are eligible to participate in the Savings and
Investment Plan, but, under
11
Federal regulations, certain employees of the Company (including Laurans A.
Mendelson, Thomas S. Irwin, Eric A. Mendelson, Victor H. Mendelson and James L.
Reum) are limited in their participation. Further, all officers listed herein
who are eligible to participate in the Savings and Investment Plan contributed a
portion of their compensation to the Savings and Investment Plan in order to
receive the maximum of the Company's contribution.
The Compensation Committee determines executive officers' base salaries
through a variety of means, including by using comparative industry data and
evaluating earnings growth. In 1999, none of the Company's five executives
listed in the Compensation Tables of this Proxy Statement received salary
increases or bonuses. Consequently, their cash compensation decreased
dramatically. In 2000, the Compensation Committee felt it was important to
increase the base compensation levels to those which are comparable to other
companies and to award bonuses in connection with the Company's sale of
Trilectron.
During 2000, the Company very successfully sold Trilectron for a
substantial gain after having grown the business to approximately four times the
size it was when HEICO acquired it in 1996. The strategy and its execution for
acquiring, growing and selling Trilectron were devised entirely by the executive
officers. The Compensation Committee felt that it was critical to reward the
executive officers for this success in order to provide continuing incentives to
make similar accomplishments. By sending a clear message to the executive
officers that they would receive bonuses upon realizing large gains for the
Company, the Compensation Committee believes that it has demonstrated to the
executive officers that they will be rewarded for making good financial
decisions, even though the Company's size, in terms of revenues, might be
temporarily reduced from an asset sale.
In addition, the following items are among the major factors which the
Compensation Committee considered in establishing base salaries for the
Company's executive officers in 2000: prevailing executive compensation trends;
compensation analysis reports from an independent consulting firm; consultation
with executives; known industry standards; local and national compensation
practices; alternative employment opportunities available to executives;
industry knowledge and experience; complexity and difficulty of
responsibilities; special gains upon asset sales and past and expected future
contributions to the Company's development.
The Compensation Committee believes it is crucial to reward management's
success in meeting the Company's goals. The Compensation Committee, for example,
reviews new product development success because the Company's new product
development program is critical to the Company's earnings growth. Because, due
in large measure to management's efforts, income from continuing operations
increased significantly in 2000 following substantial increases in 1999, 1998,
1997 and 1996, the Compensation Committee felt it was appropriate to reward
certain executive officers for this success.
The Compensation Committee has observed the current management team for the
past decade and has concluded that the Compensation Committee's bonus policy has
appropriately rewarded and incentivized management for its successes and
efforts. During the most recent year, management successfully completed two
acquisitions and one divestiture after having completed seven acquisitions and
successfully implemented important organizational changes in both the Company's
Electronic Technologies Group and the Flight Support Group. Both the Electronic
Technologies Group's and the Flight Support Group's revenue and income grew
substantially in fiscal 2000 after growing in the prior four years.
Although the Compensation Committee believes that its compensation policies
stimulate appropriate attention to both long-term growth and short-term
considerations, it plans to consistently review compensation practices and may,
depending upon conditions in its businesses and other factors, alter its
policies.
Chief Executive Officer
The Compensation Committee considers the Chief Executive Officer's
compensation each year. The primary standards which the Compensation Committee
considers for the Chief Executive Officer's
12
compensation are essentially the same as those described for the executive
officers in general. Also, the Compensation Committee assesses past performance,
the Chief Executive Officer's ability to deliver predicted results and
anticipated future contributions to the Company's growth.
The Company has prospered substantially under Mr. Mendelson's leadership.
Specifically, the Company has expanded its aerospace product line following a
restructuring of its aerospace operations, and it has successfully entered and
sold two new, profitable lines of business, which grew substantially after their
acquisitions by HEICO. Under Mr. Mendelson's leadership, the Company has
completed a key strategic alliance with a major airline and fourteen significant
strategic acquisitions, has completed a follow-on stock offering which raised
$56 million in equity for the Company and has successfully negotiated a $120
million credit facility with a syndicate of banks.
The Compensation Committee believes it is important to continue to induce
Mr. Mendelson to devote substantially all of his professional time and effort to
the Company and to forego other potentially lucrative business transactions. In
doing so, the Compensation Committee has considered Mr. Mendelson's other
successful business activities unrelated to the Company and has provided
incentives to devote attention to HEICO.
Further, the Company's commercial bank has required that the Company retain
Mr. Mendelson's services in order to obtain and retain its credit facility. The
Company's lender has also required that Mr. Mendelson and his family maintain
substantially all of their present ownership position in the Company in order to
retain the credit facility. These requirements were made at the lender's sole
request as part of the Company's loan agreement with the lender. Accordingly,
the Board believes that it is essential to ensure Mr. Mendelson's continued
management of the Company by providing him with sufficient incentive to remain
as the Company's Chief Executive Officer and to induce him to maintain his
significant investment in the Company.
The Compensation Committee believes that equity ownership by management is
essential. Accordingly, because Mr. Mendelson has made a substantial equity
commitment to the Company, the Compensation Committee believes it should
consider this factor in establishing Mr. Mendelson's compensation level.
2000 Stock Option Grants
As discussed previously in this report, the Compensation Committee believes
that stock options are an important way to align shareholder and management
interests because such options will cause managers to reap economic reward only
if other shareholders gain. Further, in order to compete with other, larger
corporations and with technology businesses for high-quality acquisitions and
management talent, the Compensation Committee understands that the Company must
supply its managers with the opportunity to realize large financial gains upon
the successful implementation of their goals and objectives. Therefore, the
Compensation Committee awarded stock options to certain executive officers, as
described in the foregoing tables.
Submitted by the Nominating and Executive Compensation Committee of the
Company's Board of Directors: Jacob T. Carwile, Samuel L. Higginbottom, and Guy
C. Shafer.
Employment Agreements
Thomas S. Irwin and the Company are parties to a key employee termination
agreement which provides a lump sum severance payment equal to two years'
compensation if his employment is terminated within three years after a change
in control of the Company (as defined in the key employee termination
agreement).
13
Performance Graph
The SEC requires that the Company include in this Proxy Statement a
line-graph presentation comparing cumulative, five-year shareholder returns on
an indexed basis with the New York Stock Exchange (NYSE) Total Value Index and
either a nationally recognized industry standard or an index of peer companies
selected by the Company. For purposes of this performance comparison, the
Company has selected the Dow Jones Aerospace & Defense Group Index, which is
comprised of companies which make air transportation vehicles, major weapons,
defense equipment or defense radar systems.
[GRAPHIC OMITTED]
1995 1996 1997 1998 1999 2000
------------ ------------ ------------ ------------ ------------ ------------
HEICO Common Stock* .......... $ 100.00 $ 161.15 $ 378.02 $ 543.11 $ 394.49 $ 300.53
New York Stock Exchange
Total Value Index .......... $ 100.00 $ 120.96 $ 155.40 $ 175.49 $ 202.02 $ 215.12
Dow Jones Aerospace and
Defense Group Index .......... $ 100.00 $ 135.58 $ 149.35 $ 142.43 $ 117.46 $ 166.00
----------------
* The share price used in determining the Company's shareholder returns on
its Common Stock has been retroactively adjusted to give effect to the
April 1998 dividend of one share of Class A Common Stock for each two
outstanding shares of Common Stock and the July 2000 10% stock dividend
paid in Class A Common Stock.
14
SELECTION OF AUDITORS
The Board has not yet selected an independent public accounting firm to
serve as the Company's auditors for fiscal 2001. The Board is expected to decide
on this matter shortly after the 2000 annual meeting.
Representatives of Deloitte & Touche LLP, the Company's auditors since
fiscal 1990, are expected to be present at the annual meeting. Such
representatives will have an opportunity to make a statement, if they desire to
do so, and will be available to answer questions that may be asked by
shareholders.
Principal Accounting Firm Fees
Aggregate fees billed to the Company for the fiscal year ending October 31, 2000
by the Company's principal accounting firm, Deloitte & Touche LLP, the member
firms of Deloitte Touche Tohmatsu, and their respective affiliates
(collectively, "Deloitte"):
Audit Fees .............................. $ 191,000
Financial Information Systems
Design and Implementation Fees ........ $ --
All Other Fees .......................... $ 258,000(1)(2)
----------------
(1) Includes fees for tax return preparation, tax consulting on the Company's
retirement plans and acquisitions, audit of the HEICO Savings and
Investment Plan and other non-audit services.
(2) The Audit Committee has considered whether the provision of these services
is compatible with maintaining the principal accountant's independence.
PROPOSALS OF SHAREHOLDERS
If any shareholder of the Company wishes to present a proposal for action
at the Company's annual meeting of shareholders presently scheduled for March
19, 2002, notice of such presentation must be received by the Company at its
principal executive office, 3000 Taft Street, Hollywood, Florida 33021, on or
before October 31, 2001.
GENERAL AND OTHER MATTERS
Neither HEICO nor the members of its Board intend to bring before the
meeting any matters other than those referred to in the accompanying Notice of
Meeting. They have no present knowledge that any other matters will be presented
to be acted on pursuant to your proxy. However, if any other matters properly
come before the meeting, the persons whose names appear in the enclosed form of
proxy intend to vote the proxy in accordance with their judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
Laurans A. Mendelson
Chairman of the Board, President
and Chief Executive Officer
15
APPENDIX A
HEICO Corporation Finance/Audit Committee Charter
Role and independence
The Finance/Audit Committee (the Committee) of the Board of Directors
assists the Board in fulfilling its responsibility for oversight of the quality
and integrity of the accounting, auditing and reporting practices of the
corporation and such other duties as directed by the Board. The membership of
the Committee shall consist of at least three directors who are generally
knowledgeable in financial and auditing matters, including at least one member
with accounting or related financial management expertise. Each member shall be
free of any relationship that, in the opinion of the Board, would interfere with
his or her individual exercise of independent judgment, and shall meet the
director independence requirements for serving on audit committees as set forth
in the corporate governance standards of the New York Stock Exchange. The
Committee is expected to maintain free and open communication (including private
executive sessions at least annually) with the independent accountants and the
management of the corporation. In discharging this oversight role, the Committee
is empowered to investigate any matter brought to its attention with full power
to retain outside counsel or other experts for this purpose. This charter shall
be reviewed and updated annually.
The Board of Directors shall appoint one member of the audit committee as
chairperson. He or she shall be responsible for leadership of the Committee,
including preparing the agenda, presiding over the meetings, making Committee
assignments and reporting to the Board of Directors. The chairperson will also
maintain regular liaison with the CEO, CFO and the lead independent audit
partner.
Responsibilities
The Committee's primary responsibilities include:
o Primary input into the recommendation to the Board for the selection and
retention of the independent accountant that audits the financial
statements of the corporation. In the process, the Committee will discuss
and consider the auditors written affirmation that the auditor is in fact
independent; will discuss the nature and rigor of the audit process,
receive all reports and will provide to the independent accountant full
access to the Committee (and the Board) to report on any and all
appropriate matters. The independent accountant is ultimately accountable
to the Board and the Committee.
o Provision of guidance and oversight to the internal audit function of the
corporation, including review of the organization, plans and results of
such activity.
o Reviewing the audited financial statements and discussing them with
management and the independent auditor. These discussions shall include
consideration of the quality of the Company's accounting principles as
applied in its financial reporting, including review of estimates, reserves
and accruals, review of judgmental areas, review of audit adjustments
whether or not recorded and such other inquiries as may be appropriate.
Based on the review, the Committee shall make its recommendation to the
Board as to the inclusion of the Company's audited financial statements in
the Company's annual report on Form 10-K.
o Reviewing with management and the independent auditor the quarterly
financial information prior to the Company's filing of Form 10-Q. This
review may be performed by the Committee or its chairperson.
o Discussion with management and the auditors of the quality and adequacy of
the Company's internal controls.
o Discussion with management of the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance area as
may be appropriate.
o Reporting on Committee activities to the Board and issuance annually of a
summary report (including appropriate oversight conclusions) suitable for
submission to the shareholders as may be required by Securities and
Exchange Commission rules.
A-1
HEICO CORPORATION
ANNUAL MEETING OF SHAREHOLDERS, MARCH 20, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of HEICO CORPORATION hereby appoints Laurans A.
Mendelson and Thomas S. Irwin, or either of them, the true and lawful attorney
or attorneys and proxy or proxies of the undersigned with full power of
substitution and revocation to each of them, to vote all the shares of stock
which the undersigned would be entitled to vote, if there personally present, at
the Annual Meeting of Shareholders of HEICO CORPORATION called to be held at The
Sheraton Fort Lauderdale Airport Hotel, 1825 Griffin Road, Dania, Florida at
10:00 a.m. on March 20, 2001 (notice of such meeting has been received), and at
any adjournments thereof, with all powers which the undersigned would possess if
personally present. Without limiting the generality of the foregoing, said
attorneys and proxies are authorized to vote as indicated below.
1. ELECTION OF DIRECTORS
NOMINEES: Samuel L. Higginbottom, Wolfgang Mayrhuber, Laurans
A. Mendelson, Eric A. Mendelson, Victor H. Mendelson, Albert
Morrison, Jr., Dr. Alan Schriesheim
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
to vote for all nominees
listed above
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW:
2. In their discretion, upon such other matters which may
properly come before the meeting or any adjournments.
(CONTINUED FROM OTHER SIDE)
THIS PROXY WILL BE VOTED AS DIRECTED BUT WHERE NO DIRECTION IS GIVEN IT WILL BE
VOTED FOR THE ELECTION OF ALL DIRECTORS.
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, SO THAT
YOUR SHARES CAN BE VOTED AT THE MEETING.
Dated :_________________________, 2001
Signature of Shareholder ___________________
Signature of Shareholder ___________________
(Please sign exactly as name appears hereon. If
Executor, Trustee, etc., give full title. If Stock is
held in the name of more than one person, each should
sign.)