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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. [ ] 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
NATIONAL PRESTO INDUSTRIES
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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[PRESTO LOGO]
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2001
Please sign and return the enclosed proxy card promptly.
NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
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NATIONAL PRESTO INDUSTRIES, INC.
EAU CLAIRE, WISCONSIN 54703
MARCH 30, 2001
Dear Shareholder:
Enclosed with this letter you will find the notice of our Annual Meeting of
Stockholders, which will be held at our offices in Eau Claire on May 15, 2001.
We sincerely hope that you will be able to be present to meet the management
of your company, see the new products that will be displayed at the meeting and
cast your vote for the election of directors. If, however, you find that you are
unable to attend the meeting in person, we urge that you participate by voting
your stock by proxy. You may cast your vote by signing and returning the
enclosed proxy card.
On March 28, 2001, we mailed you our annual report for 2000, which contained
a description of our business and also included audited financial statements for
that year. Enclosed with this letter is a proxy statement which contains
information regarding the annual meeting and the business to be conducted
thereat.
It is with great reluctance we announce that John M. Sirianni has decided
not to stand for reelection to the Board. John has served as a director for the
past nine years. His keen financial insight has had a significant favorable
impact on Board decisions during his tenure. Those of us who continue on the
Board, will sorely miss his guidance.
Your directors have nominated Patrick J. Quinn, who is chairman and
president of Ayres Associates, to fill this vacancy on the Board. If elected, we
are confident Pat's sound business judgement and extensive management experience
will prove to be a valuable asset to the Board.
We are always pleased to hear from our shareholders, and if you cannot be
present in person at the meeting, we would be happy to have your letters
expressing your viewpoints on our products and business or to answer any
questions that you might have regarding your company.
/s/ MARYJO COHEN /s/ MELVIN S. COHEN
President Chairman
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NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF NATIONAL PRESTO INDUSTRIES, INC.:
The Annual Meeting of Stockholders of National Presto Industries, Inc., will
be held at the offices of the Company, 3925 North Hastings Way, Eau Claire,
Wisconsin 54703, on Tuesday, May 15, 2001, at 2:00 p.m., for the following
purposes:
(a) to elect two directors for three year terms ending in 2004 and
until their successors are elected, and
(b) to transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 7, 2001, will be
entitled to vote at the meeting and any adjournment thereof.
James F. Bartl
Secretary
March 30, 2001
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS. PLEASE USE THE ENCLOSED ENVELOPE IN RETURNING YOUR PROXY.
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NATIONAL PRESTO INDUSTRIES, INC.
3925 NORTH HASTINGS WAY
EAU CLAIRE, WI 54703
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2001
The accompanying proxy is solicited by the Board of Directors of National
Presto Industries, Inc. (the "Company"), for use at the Annual Meeting of
Stockholders to be held May 15, 2001 (the "Annual Meeting"), and any adjournment
thereof. When such proxy is properly executed and returned, the shares it
represents will be voted at the meeting and at any adjournment thereof. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted. Presence at the meeting of a stockholder who has signed a proxy does not
alone revoke that proxy; the proxy may be revoked by a later dated proxy or
notice to the Secretary at the meeting.
At the Annual Meeting stockholders will be asked to:
(a) elect two directors for three year terms ending in 2004 and until
their successors are elected, and
(b) transact such other business as may properly come before the
meeting.
Only stockholders of record as of the close of business on March 7, 2001,
will be entitled to vote at the Annual Meeting. The presence in person or by
proxy of holders of a majority of the shares of stock entitled to vote at the
Annual Meeting shall constitute a quorum for the transaction of business.
Abstentions and proxies submitted by brokers who do not have authority to vote
on certain matters will be considered "present" at the Annual Meeting for
purposes of determining a quorum. The approximate date on which this proxy
statement and form of proxy were first mailed to stockholders is March 30, 2001.
Directors are elected by a plurality of the votes cast, which means the
individuals who receive the largest number of votes will be elected as directors
up to the maximum number of directors to be chosen in the election. Therefore,
shares voted as "withhold authority to vote" will have no effect on the election
of directors.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 6,877,445 shares were
outstanding and entitled to vote as of the close of business on the record date,
March 7, 2001. Each of the 6,877,445 outstanding shares of common stock is
entitled to one vote and there is no cumulative voting.
The following table sets forth information provided to the Company as to
beneficial ownership of the Company's common stock, as of the record date by (i)
the only shareholders known to the Company to hold 5% or more of such stock,
(ii) each of the directors and executives of the Company named in the Summary
Compensation Table, and (iii) all directors and officers as a group. Unless
otherwise indicated, all shares represent sole voting and investment power.
AMOUNT AND NATURE PERCENT OF
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP COMMON STOCK
---------------- ----------------------- ------------
Maryjo Cohen 2,021,049(1)(2) 29.4%
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 461,770(1)(3) 6.7%
3925 N. Hastings Way
Eau Claire, WI 54703
Dimensional Fund Advisors, Inc. 524,150(4) 7.6%
1299 Ocean Avenue
Santa Monica, CA 90401
James F. Bartl 73,143(5) 1.1%
Donald E. Hoeschen 681 --(6)
Richard F. Anderl 1,534 --(6)
John M. Sirianni 2,500 --(6)
Michael J. O'Meara 100 --(6)
Richard N. Cardozo --
Patrick J. Quinn 200 --(6)
All officers and directors as a group 2,151,721(7) 31.3%
(12 persons)
(1) Includes 111,375 shares owned by the L.E. Phillips Family Foundation, Inc.
(the "Phillips Foundation"), a private charitable foundation of which the
named person is an officer and/or director and as such exercises shared
voting and investment powers.
(Footnotes continued on next page.)
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(2) Includes 1,669,664 shares held in a voting trust described in the section
below captioned "Voting Trust Agreement," for which Ms. Cohen has sole
voting power, and 240,010 shares owned by pension and retirement trusts of
the Company or affiliates, and private charitable foundations (other than
the Phillips Foundation) and family member trusts of which Ms. Cohen is a
co-trustee, officer or director, and as such exercises shared voting and
investment powers.
(3) Includes 350,395 shares owned by pension and retirement trusts of the
Company or affiliates, charitable trusts and private charitable foundations
(other than the Phillips Foundation) of which Mr. Cohen is a co-trustee,
officer or director, and as such exercises shared voting and investment
powers. Does not include shares held in a voting trust described in the
section below captioned "Voting Trust Agreement," for which Mr. Cohen holds
voting trust certificates. Pursuant to the voting trust, Mr. Cohen does not
have the power to vote or dispose of such shares.
(4) Based on February 2, 2001, Schedule 13-G filing with the Securities and
Exchange Commission.
(5) Includes 57,956 shares held by pension and retirement trusts of the Company
or affiliates for which Mr. Bartl is a co-trustee and as such exercises
shared voting and investment powers.
(6) Represents less than 1% of the outstanding shares of common stock of the
Company.
(7) Includes options for 1,000 shares currently exercisable by four officers
under the National Presto Industries, Inc. 1988 Stock Option Plan.
The information contained in the foregoing footnotes is for explanatory
purposes only, and the persons named in the foregoing table disclaim beneficial
ownership of shares owned or held in trust for any other person, including
family members, trusts, or other entities with which they may be associated.
Stock ownership information contained in this Proxy Statement was obtained from
the Company's shareholder records, filings with governmental authorities, or
from the named directors and officers.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3, 4 and 5 and any amendments thereto pursuant
to Section 16 of the Securities and Exchange Act of 1934, the Company believes
all such forms were filed on a timely basis by reporting persons during the
fiscal year ended December 31, 2000.
VOTING TRUST AGREEMENT
The first two individual beneficial owners listed in the foregoing table,
and eight other persons comprising extended family members and related trusts,
have entered into a voting trust agreement with respect to the voting of an
aggregate of 1,669,664 shares of common stock of the Company. The voting trust
agreement will terminate on December 4, 2009, unless sooner terminated by the
voting trustee or unanimous written consent of all the parties to the voting
trust agreement. The voting trustee under the agreement is Maryjo Cohen. Under
the agreement, the voting trustee exercises all rights to vote the shares
subject to the voting trust with respect to all matters presented for
shareholder action.
NOMINEES AND DIRECTORS
Two directors are to be elected at the Annual Meeting for a term of three
years. The Articles of Incorporation and the Bylaws of the Company provide for
six directors, divided into three classes of two members each. At each annual
meeting, successors of the class whose term of office expires in that year are
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elected for a three-year term. The two nominees who receive the highest number
of votes will be elected directors of the Company for the three-year term
commencing at the Annual Meeting. The Board of Directors propose as nominees Mr.
Richard N. Cardozo, Carlson Chair in Entrepreneurial Studies/ Professor of
Marketing, University of Minnesota, whose term expires at the meeting, and
Patrick J. Quinn, Chairman and President, Ayres Associates, a Wisconsin-based
engineering and professional service consulting firm.
Unless otherwise directed, the proxies solicited by the Board of Directors
will be voted for the election as directors of the nominees named above. The
Company believes that each nominee named above will be able to serve; but should
any nominee be unable to serve as a director, the persons named in the proxies
have advised that they will vote for the election of such substitute nominee as
the Board may propose.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
The following table provides information as to the directors and nominees of
the Company.
PRINCIPAL OCCUPATION; DIRECTOR'S
BUSINESS EXPERIENCE DIRECTOR TERM TO
DIRECTOR AGE PAST 5 YEARS SINCE EXPIRE
--------------------- ----- -------------------------------- -------- -----------
Richard N. Cardozo* 65 Carlson Chair in 1998 2001
Entrepreneurial Studies/
Professor of Marketing,
University of Minnesota
Patrick J. Quinn* 51 Chairman and President,
Ayres Associates; prior to
April 28, 2000, Executive
Vice President
James F. Bartl 60 Executive Vice President, 1995 2002
Secretary and Resident
Counsel of the Company
Michael J. O'Meara 50 Chairman of the Board 1996 2002
and Director, People's National
Bank, Eau Claire, Wisconsin
Melvin S. Cohen 83 Chairman of the 1949 2003
Board of the
Company
Maryjo Cohen 48 President and Chief 1988 2003
Executive Officer
of the Company(1)
------------------------
* Nominee
(1) Ms. Cohen is the daughter of Mr. Cohen.
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The Company has an Audit Committee but does not have a nominating or
compensation committee. The Audit Committee consists of Messrs. Sirianni and
O'Meara.(1) During 2000, the Audit Committee held two meetings. On May 17, 2000,
the Audit Committee Charter was approved by the Board of Directors, a copy of
which is included herewith as Appendix A to this proxy statement. During 2000
there were two Board of Directors meetings. Each Director attended all of the
meetings of the Board of Directors and all meetings of committees on which that
director served. Directors of the Company, other than those who are also
executive officers, currently receive $1,000 for each Board meeting and $275 for
each Audit Committee meeting attended. Executive officers are not compensated
for services as Board members.
AUDIT COMMITTEE REPORT
Members of the Audit Committee are independent and the Board of Directors
has determined that no member has a relationship to the company that may
interfere with the exercise of their independence from management of the
Company. The principal function of the Audit Committee is to review the annual
financial statements of the Company prior to their submission to the Board of
Directors. The Audit Committee also has authority to consider such other matters
in relation to the internal and external audit of the Company's accounts and in
relation to its financial affairs as the Committee may determine to be desirable
and related responsibilities as set forth in the Audit Committee Charter.
Committee members have conducted an open and comprehensive dialogue with the
Company's auditors regarding the 2000 year-end audited financial statements and
have reviewed and discussed those statements with management.
The Audit Committee members reviewed and ratified the nature and the extent
of the services to be provided by Grant Thornton LLP, including services
rendered in 2000, the costs and fees for such services, and the effect of such
fee arrangements on the independence of the auditors. The Committee has also
discussed with the auditors matters related to SAS 61 and SAS 90, received
written disclosures from the auditors required by ISB Standard No. 1, and
discussed with the auditors their independence. As a consequence of its
evaluation and review, the Committee has recommended to the full Board that the
audited financial statements be included in the Company's annual report on Form
10-K for the 2000 calendar year based upon the aforementioned review and
discussion.
Submitted by members of the Audit Committee:
John M. Sirianni Michael J. O'Meara
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning annual
compensation paid by the Company to the Company's chief executive officer and
each of the four highest paid executive officers whose salary and bonus exceeded
$100,000 for the fiscal year ended December 31, 2000.
(1) Prior to June 14, 2001, the Board of Directors will add a third member to
the Audit Committee.
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SUMMARY COMPENSATION TABLE
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
--------------------------- ---- ------ ----- ---------------
Melvin S. Cohen 2000 $ 107,200 $ 23,525 $ -0-
Chairman of the Board 1999 107,200 23,525 -0-
1998 107,200 23,525 -0-
Maryjo Cohen 2000 $ 64,000 $ 216,000 $ 3,400
President, Chief Executive 1999 64,000 206,000 3,200
Officer and Director 1998 64,000 206,000 3,200
James F. Bartl 2000 $ 44,600 $ 190,400 $ 3,400
Executive Vice President, Secretary, 1999 44,600 180,400 3,200
Resident Counsel and Director 1998 44,600 170,400 3,200
Donald E. Hoeschen 2000 $ 41,370 $ 131,500 $ 3,307
Vice President-Sales 1999 41,370 124,000 3,157
1998 41,370 116,500 3,007
Richard F. Anderl 2000 $ 45,000 $ 90,000 $ 2,600
Vice President-Engineering 1999 45,000 85,000 2,500
1998 45,000 80,000 2,400
--------------
(1) The amounts shown in this column are matching contributions made by the
Company for executive officers participation in its 401(k) Plan.
AGGREGATE OPTION EXERCISE IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------------- ------------ ----------- ------------------------- -------------------------
Donald E. Hoeschen -0- -0- 250 / 1,500 (1)
(1) The outstanding options at year-end were not "in the money."
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PENSION PLAN
The Company maintains a qualified defined benefit pension plan (the "Plan")
in which executive officers of the Company (other than Mr. Cohen) participate.
Upon retirement, participants may elect one of the Plan's payment options,
including an annuity or lump sum distribution, both of which are based upon
length of service and remuneration. A participant's remuneration covered by the
Plan is his or her average compensation for the highest five consecutive
calendar years of service, or in the case of a participant who has been employed
for less than five full calendar years, the average is based upon the number of
completed years of employment with the Company. It is estimated that the
executive officers listed above (excluding Mr. Cohen, who received a lump sum
pension distribution in 1988) will receive at their normal retirement date (age
65) a maximum annual benefit of $30,000, applicable to participants with 35
years of service and "Plan" remuneration of $83,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described below in the report on executive compensation, members of the
Board of Directors determine the compensation of the executive officers of the
Company. This includes the compensation of those executive officers who also
serve as directors, namely, Melvin S. Cohen, Chairman of the Board, Maryjo
Cohen, President and Chief Executive Officer, and James F. Bartl, Executive Vice
President, Secretary and Resident Counsel. The Company's Chief Executive Officer
and other executive officers who also serve on the Board of Directors do not
participate in any decisions regarding their own compensation.
Executive officers of the Company, including Messrs. Cohen and Bartl and Ms.
Cohen, also serve as directors and executive officers of the Company's
subsidiaries. Mr. Sirianni is a Managing Director-Investments of U.S. Bancorp
Piper Jaffray Inc. The Company has purchased marketable securities during 2000
in transactions through brokerage firms, including U.S. Bancorp Piper Jaffray
Inc. In the opinion of the Board, Mr. Sirianni is independent of management and
his business relationship with the Company, which is not material, would not
interfere with his exercise of independent judgement as an Audit Committee
member.
The Company expects to continue to utilize the brokerage services of U.S.
Bancorp Piper Jaffray Inc. during 2001. The Company believes that the terms and
conditions of its relationship with U.S. Bancorp Piper Jaffray Inc. are as
favorable as those that could have been obtained from other entities providing
similar services.
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BOARD REPORT ON EXECUTIVE COMPENSATION
Decisions on executive compensation are made by the Board of Directors. There
is no separate compensation committee. Salaries and bonus compensation are
reviewed annually at or near the end of the Company's fiscal year.
Historically the Company has maintained salaries at a level that is
considered to be below salaries for executives of comparable companies. This
provides a more conservative approach to base compensation if the Company
experiences significant adverse operating results that the Board of Directors
believes should result in a reduction in total compensation. Salaries
historically have been supplemented by amounts characterized as bonus
compensation, which is paid in cash as described in the above table. The Board
considers, however, salaries and bonuses together to determine if total
compensation, irrespective of how characterized, is reasonably related to the
services provided.
The Company has not relied upon stock incentives as a principal part of its
compensation program for its executives. However, the Company has made available
stock purchase arrangements for executive officers. The last such arrangement
for any of the executive officers named in the foregoing table was in 1997.
The Board believes that the total salary and bonus compensation paid to its
executives is appropriate in relationship to the size and nature of the
Company's business, total compensation of other executives of similar
businesses, the longevity of such officers' service with the Company, the
limited number of senior executives employed by the Company and the results that
have been achieved by its management group (bonuses are not based upon a
percentage or other formula utilizing revenues, income or other financial data
as predicates). No compensation or other consultant has been retained by the
Board to evaluate executive compensation. The Board does consider, however, data
generally made available on executive compensation by such organizations.
The Company has utilized the salary and discretionary bonus approach
described about for more than 25 years and no change in this compensation
approach is currently being considered. Because of their substantial stock
ownership, the interests of Mr. Cohen and Ms. Cohen, the Company's two senior
officers, are substantially related to the interests of all stockholders. Mr.
Bartl also has material stock interests in relation to his compensation level.
Further, stock-based compensation is not deemed by the Board to be necessary or
appropriate.
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The basis for the compensation of Ms. Cohen as President and Chief Executive
Officer is determined in the same manner as the compensation for the other
executive officers. The Board considered, in establishing Ms. Cohen's
compensation, her demonstrated competence over many years, the scope of
responsibilities assumed and her expertise in a variety of significant niches
within the business. No specific weight was assigned to any of these factors
and, as in the case of other executives, no formula is utilized for determining
bonus compensation.
In 1993, Section 162(m) of the Internal Revenue Code was adopted which,
beginning in 1994, imposes an annual deduction limitation of $1.0 million on
the compensation of certain executive officers of publicly held companies. The
Board of Directors does not believe that the Section 162(m) limitation will
materially affect the Company in the near future based on the level of the
compensation of the executive officers. If the limitation would otherwise apply,
the Board of Directors could defer payment of a portion of the bonus to remain
under the $1.0 million annual deduction limitation.
Submitted by the Company's Board of Directors:
Melvin S. Cohen James F. Bartl Michael J. O'Meara
Maryjo Cohen John M. Sirianni Richard N. Cardozo
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PERFORMANCE GRAPH
The performance graph below compares cumulative five-year shareholder
returns on an indexed basis with the Standard and Poor's 500 Composite Index
(the "S&P 500 Index") and a Peer Group comprised of small appliance industry
competitors (the "Peer Group"). The companies comprising the Peer Group are set
forth at the bottom of this page.
FIVE-YEAR TOTAL RETURN COMPARISON OF NATIONAL PRESTO,
S&P 500 INDEX, AND PEER GROUP
December 31,
-------------------------------------------------------------
1995 1996 1997 1998 1999 2000
-------------------------------------------------------------
DOLLARS
National Presto Industries, Inc. 100.0 98.6 110.1 124.6 109.5 100.9
S&P 500 Index 100.0 123.2 164.4 212.1 256.8 234.0
Peer Group 100.0 157.5 252.4 68.0 71.2 28.7
Assumes $100 invested on December 31, 1995, in National Presto Industries, Inc.
common stock, the S&P 500 Index, and the Peer Group. Total return assumes
reinvestment of dividends.
Peer Group Companies: National Presto Industries, Inc., Salton, Inc., Sunbeam
Corporation, and Applica, Inc. (formerly known as Windmere Durable Holdings,
Inc.)
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INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP, Certified Public Accountants, were the independent
accountants for the Company during the year ended December 31, 2000, and have
been selected by the Audit Committee to be independent accountants for the
Company during the fiscal year ending December 31, 2001. The Audit Committee
meets with representatives of Grant Thornton LLP to review their comments and
plans for future audits. It is not anticipated that any representative of such
auditing firm will be present at the Annual Meeting of Stockholders.
AUDIT FEES
During the past fiscal year, the Company incurred fees of $81,490 from Grant
Thornton LLP for the audit of the December 31, 2000 financial statements and
quarterly reviews.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Grant Thornton LLP did not provide any financial information systems design
and implementation services for the Company during the year ended December 31,
2000.
ALL OTHER FEES
The Company incurred fees of $30,230 from Grant Thornton LLP during the past
fiscal year for non-audit services, which included audits of employee benefit
plans, assistance with tax returns, tax consulting, and assistance with
acquisition related issues.
OTHER MATTERS
The cost of preparing, assembling and mailing this proxy statement, the
notice and form of proxy will be borne by the Company. The management has made
no arrangement to solicit proxies for the meeting other than by use of mail,
except that some solicitation may be made by telephone, facsimile, email, or
personal calls by officers or regular employees of the Company. The Company
will, upon request, reimburse brokers and other persons holding shares for the
benefit of others in accordance with the rates approved by the New York Stock
Exchange for their expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the Company's stock to give
proxies.
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. If other matters should come before the meeting, however, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his or her judgement on such matters.
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National Presto Industries, Inc., Form 10-K annual report, on file with the
Securities and Exchange Commission, may be obtained, without charge, upon
written request to James F. Bartl, Secretary, National Presto Industries, Inc.,
3925 North Hastings Way, Eau Claire, Wisconsin 54703. Copies of exhibits to Form
10-K may be obtained upon payment to the Company of the reasonable expense
incurred in providing such exhibits.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented for action at the 2002 Annual Meeting
of Stockholders of the Company (the "2002 Annual Meeting") by any stockholder of
the Company must be received by the Secretary of the Company at 3925 North
Hastings Way, Eau Claire, Wisconsin 54703, not later than December 3, 2001, in
order for such proposal to be included in the Company's proxy statement and
proxy relating to the 2002 Annual Meeting. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy
relating to the 2002 Annual Meeting any stockholder proposal which does not meet
all of the requirements for such inclusion at the time in effect.
Pursuant to Rules 14a-4 and 14a-5(e) of the Securities and Exchange
Commission, as amended, which govern the use by the Company of its discretionary
voting authority with respect to certain shareholder proposals, should the
Company receive notice after February 14, 2002, of any such stockholder proposal
which will be circulated independent of the Company's proxy statement, the
persons named in proxies solicited by the Board of Directors of the Company for
its 2002 Annual Meeting may exercise discretionary voting power with respect to
any such proposal.
BY ORDER OF THE BOARD OF DIRECTORS
James F. Bartl, Secretary
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APPENDIX A
NATIONAL PRESTO INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
I. ORGANIZATION
1. MEMBERSHIP. The Audit Committee of the Board of Directors of this
Corporation will at all times consist of at least two directors
appointed by the Board of Directors of this Corporation, each member to
serve until his or her successor is duly elected, or until his or her
earlier death, resignation or removal by the Board of Directors. (Note:
In accordance with New York Stock Exchange rules, the Audit Committee
membership will consist of at least three directors effective June 14,
2001.)
2. QUALIFICATIONS.
(A) FINANCIAL LITERACY. All members of the Audit Committee must be
financially literate, as such qualification is interpreted by this
Corporation's Board of Directors in its business judgment, or must
be able to become financially literate within a reasonable period
after his or her appointment to the Audit Committee. At least one
member of the Audit Committee must have accounting, finance or
related financial management expertise or experience, or related
professional degree or certification.
(B) INDEPENDENCE. Except as provided in the next sentence, all
members of the Audit Committee must be independent directors
(within the meaning of the applicable rules of the New York Stock
Exchange ("NYSE")) and free of any relationship with the
Corporation that may interfere with the exercise of their
independence from management and the Corporation. The Board of
Directors may, if necessary, appoint one member to the Audit
committee who is not an employee of the Corporation and does not
qualify under applicable NYSE rules as "independent." However, if
the Board of Directors appoints a director to the Audit Committee
who is not independent within the meaning of the rules of the NYSE
governing such matters, such appointment shall be made only in
strict compliance with the rules governing appointment of
non-independent members.
(C) MISCELLANEOUS. All members and prospective members must
respond to such reasonable inquiries as the Board of Directors
deems appropriate to ascertain the qualifications of a member or a
prospective member of the Audit Committee.
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3. MEETINGS.
(A) FREQUENCY. The Audit Committee shall meet at least twice
during each fiscal year of this Corporation, or as frequently as
the Committee deems, in its reasonable judgment, to be appropriate
during any fiscal year.
(B) AGENDA AND NOTICE. The Chief Financial Officer (non-voting
attendee) and the Chairman of the Audit Committee shall establish
the meeting dates and the meeting agenda and send proper notice of
each Audit Committee meeting to each member prior to each meeting.
(C) CHAIR. The Board of Directors shall designate a Chair of the
Audit Committee.
II. STATEMENT OF POLICY
The Audit Committee shall assist the Board of Directors in fulfilling the
oversight responsibilities of the Board of Directors relating to corporate
accounting, financial reporting practices, and the quality and integrity of the
financial reports of this Corporation. The Audit Committee shall periodically
review the financial reports of this Corporation; the internal controls
regarding finance and accounting and compliance with applicable rules and
regulations; and the adequacy and appropriateness of the overall auditing,
accounting and financial reporting processes of this Corporation. The Audit
Committee shall foster and encourage continuous improvement of and adherence to
the Corporation's internal policies and to applicable rules and regulations that
affect auditing, accounting and financial reporting matters. The Audit Committee
shall also foster and provide open avenues of communications by and among the
Corporation's management, independent public accountants, internal auditors,
finance department and the Board of Directors.
III. RESPONSIBILITIES
1. SELECTION AND DISENGAGEMENT OF OUTSIDE AUDITORS. The Audit Committee
is expected to review and recommend to the Board of Directors the
outside auditors to be selected to audit and review the financial
statements of this Corporation and its subsidiaries. The Audit
Committee shall also recommend to the Board of Directors the
disengagement of previously selected outside auditors, if the Committee
determines that disengagement is warranted, and shall provide the
reasons for recommending disengagement. Final selection and
disengagement of outside auditors shall always be made by the Board of
Directors. If the Board of Directors so determines in its sole
discretion, or if required by this Corporation's Articles or Bylaws,
the selection of outside auditors shall be submitted for ratification
by this Corporation's shareholders. The Audit Committee shall also
review and approve the compensation to be paid to the outside auditors.
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2. INDEPENDENCE OF OUTSIDE AUDITORS. The Audit Committee is expected to
confirm the independence of the outside auditors selected, including a
prior review and approval of any management, consulting or other
services and fees provided by, or paid to, the outside auditors. The
Audit Committee must ensure that the outside auditor submits on a
periodic basis to the Committee a formal written statement delineating
all relationships between this Corporation and the outside auditors.
The Audit Committee is responsible for actively engaging in a dialogue
with the outside auditors with respect to any disclosed relationship or
services that may impact the objectivity and independence of the
auditors and for recommending that the Board of Directors take
appropriate action in response to the outside auditor's report to
satisfy itself of the outside auditor's independence.
3. ACCOUNTABILITY OF AUDITORS. The outside auditors shall be
accountable to the Audit Committee and to the full Board of Directors
as representatives of the Corporation's shareholders.
4. ANNUAL REVIEW OF THIS CHARTER. The Audit Committee is expected to,
at least annually, review and reassess the adequacy of this Audit
Committee Charter.
5. REVIEW OF ANNUAL AUDIT. The Audit Committee is expected to review
the financial statements contained in the annual report to shareholders
with management and the independent auditors to determine that the
independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any
changes in accounting principles should be reviewed.
6. REVIEW OF INTERNAL CONTROLS. The Audit Committee is expected to
consider and review with management and the outside and internal
auditors the adequacy of this Corporation's internal controls,
including information systems control and security and bookkeeping
controls. The Audit Committee shall also review in this regard any
findings and recommendations of the outside and internal auditors,
including their management letters.
7. REVIEW AUDIT SCOPE. The Audit Committee is expected to consider and
review with management and the outside auditors the scope of the audit
for the current fiscal year and the plan of the outside auditors in
conducting the audit.
8. AUDIT COMMITTEE REPORT. The Audit Committee shall prepare an Audit
Committee Report for inclusion in this Corporation's Proxy Statement
for each annual meeting of shareholders occurring after December 15,
2000 pursuant to the rules governing such Reports.
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9. REPORTS TO THE BOARD OF DIRECTORS. The Audit Committee is expected
to report regularly to the Board of Directors of the Corporation
regarding the meetings of the Audit Committee with such recommendations
to the Board of Directors as the Audit Committee deems appropriate. The
Audit Committee shall keep minutes of its meetings and submit such
minutes to the Board of Directors.
10. OVERSEE THE INTERNAL AUDIT FUNCTION. The Audit Committee is
expected to review and concur in the appointment, replacement,
reassignment, or dismissal of the internal auditor. In addition, the
Audit Committee will review the operations of the internal audit
function of the corporation, including its charter, the independence
and authority of its reporting obligations, the proposed audit plans
for the coming year, and the coordination of such plans with the
outside auditors. Prior to each meeting, the Audit Committee will
receive and review a summary of findings from completed internal audits
and a progress report on the proposed internal audit plan, with
explanations for any deviations from the original plan.
11. OTHER RESPONSIBILITIES. The Audit Committee is expected to perform
such other duties as may be required by law or requested by the Board
of Directors or deemed appropriate by the Audit Committee. Any member
of the Audit Committee or management of this Corporation is authorized
to certify to the NYSE this Corporation's compliance with rules
governing audit committees in such form as the NYSE may prescribe.
This Audit Committee Charter was approved by the Board of Directors of this
Corporation on May 17, 2000.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" BOTH NOMINEES SPECIFIED IN ITEM 1.
Please sign exactly as name appears below.
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When shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
DATED , 2001
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Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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NATIONAL PRESTO INDUSTRIES, INC.
PROXY
Eau Claire, Wisconsin 54703
Telephone (715) 839-2119
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Melvin S. Cohen and Maryjo Cohen, and each of
them jointly and severally as proxies, with the power to appoint substitutes,
and hereby authorizes them to represent and to vote as designated below, all the
shares of common stock of National Presto Industries, Inc. held of record by the
undersigned on March 7, 2001, at the Annual Meeting of Stockholders to be held
on May 15, 2001, and any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" BOTH NOMINEES.
1. ELECTION OF DIRECTORS FOR both nominees listed below WITHHOLD authority to vote
(except as marked to the contrary below) [ ] for both nominees listed below [ ]
Richard N. Cardozo Patrick J. Quinn
(INSTRUCTIONS: To vote against any individual nominee write that nominee's name
in the space provided below.)
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued, and to be signed, on the other side)