PROXY STATEMENT
SOLICITATION OF PROXIES
This Proxy Statement and the enclosed Proxy are being furnished to holders
of Common Stock, no par value, of Universal Forest Products, Inc. (the
"Company"), in connection with the solicitation by the Board of Directors of
proxies for use at the Annual Meeting of Shareholders to be held on April 23,
1997, and at any adjournment of that meeting. The annual meeting will be held at
the Gerald R. Ford Museum, 303 Pearl NW, Grand Rapids, Michigan, at 8:30 a.m.
local time. Registration for the meeting begins at 8:00 a.m.
If a Proxy in the enclosed form is properly executed and returned to the
Company, the shares represented by the Proxy will be voted at the annual meeting
and at any adjournment thereof. If a shareholder specifies a choice, the Proxy
will be voted as specified. If no choice is specified, the shares represented by
the Proxy will be voted for the election of all nominees named in the Proxy
Statement, for the proposal to approve of an Amendment to the Articles of
Incorporation to authorize an additional 15,000,000 shares of common stock, for
the proposal to approve a Long Term Stock Incentive Plan, and in accordance with
the judgment of the persons named as proxies with respect to any other matter
which may come before the meeting. A Proxy may be revoked at any time before it
is exercised by written notice delivered to the Secretary of the Company,
executing a subsequent Proxy or attending the annual meeting and voting in
person.
The cost of the solicitation of Proxies will be borne by the Company. In
addition to the use of the mails, Proxies may be solicited personally or by
telephone or facsimile by regular employees of the Company without additional
compensation. The Company does not intend to pay any compensation for the
solicitation of Proxies, except that brokers, nominees, custodians, and other
fiduciaries will be reimbursed by the Company for their expenses in connection
with sending proxy materials to beneficial owners and obtaining their Proxies.
VOTING SECURITIES
Holders of record of Common Stock at the close of business on the record
date for the annual meeting, March 1, 1997, will be entitled to vote at the
annual meeting. As of March 1, 1997, there were 17,072,720 shares of Common
Stock outstanding. Shareholders are entitled to one vote for each share of
Common Stock registered in their names at the close of business on March 1,
1997. Votes cast at the meeting or submitted by Proxy will be counted by
inspectors of the meeting who will be appointed by the Company.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation specify that the Board of Directors
shall consist of seven members, and that the Board be divided into three
classes, as equal in number as possible, with the classes to hold office for
staggered terms of three years each. In accordance with the recommendation of
the Nominating Committee, the Board of Directors has nominated incumbent
directors Peter F. Secchia,
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Richard M. DeVos, and John W. Garside for re-election as directors for
three-year terms expiring at the 2000 annual meeting.
Unless otherwise directed by a shareholder's Proxy, the persons named as
proxy holders in the accompanying Proxy will vote for the nominees described
below. In the event any of these nominees becomes unavailable for election as a
director at the time of the annual meeting (a situation which is not now
anticipated), the Board of Directors may designate a substitute nominee, in
which case the accompanying Proxy will be voted for the substituted nominee.
A vote of the shareholders holding a plurality of the shares present in
person or represented by proxy is required to elect directors. Accordingly, the
three individuals who receive the greatest number of votes cast at the meeting
will be elected as directors. For purposes of counting votes on the election of
directors, abstentions, broker non-votes, and shares otherwise withheld from
voting will not be counted as shares voted, and will not have a bearing on the
outcome of the election. Unless otherwise directed by marking on the
accompanying Proxy, the proxy holders named therein will vote the shares for the
election of the persons nominated by the Board.
The Board of Directors recommends a vote FOR the election of all persons
nominated by the Board.
The following table provides certain biographical information for each
person who is nominated for election as a director at the annual meeting and who
is continuing as an incumbent director.
NAMES, (AGES), POSITIONS AND BACKGROUNDS
OF DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
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NOMINEES FOR TERMS EXPIRING IN 2000
Peter F. Secchia (59) joined the Company in 1962, and has Director since 1967.
been the Chairman of the Board since January of 1993. From Chairman of Nominating
1971 until 1989, Mr. Secchia was the President, Chief Committee.
Executive Officer, and Chairman of the Company. From 1989
until January of 1993, Mr. Secchia served as U.S. Ambassador
to Italy. Mr. Secchia also serves as a director of Old Kent
Financial Corporation.
Richard M. DeVos (70) is a founder and co-owner of Amway Director since 1993.
Corporation, and its affiliates, in Ada, Michigan, and Member of Compensation
principal owner of RDV Sports, Inc. Committee.
John W. Garside (57) is the President and Treasurer of Director since 1993.
Woodruff Coal Company, Kalamazoo, Michigan. Mr. Garside also Chairman of Compensation
serves as a Director of Arcadia Bank and Trust Company, and Committee.
a Director of PRAB, Inc.
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1999
Louis A. Smith (57) is a partner in the law firm of Smith & Director since 1993.
Johnson, Attorneys, P.C., of Traverse City, Michigan. Mr. Chairman of Audit Committee.
Smith also serves as a director of Empire National Bank, a
Trustee for the Interlochen Center for the Arts and former
Chairman of the Board of Trustees for the Thomas M. Cooley
Law School.
John C. Canepa (66) is a Consulting Principal for Crowe Director since 1996.
Chizek and Company, LLP, of Grand Rapids, Michigan. Mr. Member of Compensation
Canepa retired as Chairman of the Board of Old Kent Committee.
Financial Corporation on November 1, 1995, with whom he had
been affiliated since its formation in 1972. Mr. Canepa also
serves on the boards of Thorn Apple Valley, Inc. and
Foremost Corporation of America.
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NAMES, (AGES), POSITIONS AND BACKGROUNDS
OF DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
- --------------------------------------------------------------------------------------------------------
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1998
William G. Currie (49) is the President and Chief Executive Director since 1978.
Officer of the Company. He joined the Company in 1971,
serving as a Salesman, General Manager, Vice President, and
Executive Vice President from 1971 to 1983. From 1983 to
1990, Mr. Currie was President of Universal Forest Products,
Inc., and since 1989 has been the Chief Executive Officer of
the Company.
Philip M. Novell (58) has been General Sales Manager for the Director since 1993.
Ford Division of Ford Motor Company since 1989. Prior to Member of Audit Committee.
that time, he was the Ford Division's General Marketing
Manager. Mr. Novell also serves on the Board of Directors of
the Detroit Visitors Council.
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The Board of Directors has an Audit Committee that recommends to the Board
of Directors the selection of independent accountants; approves the nature and
scope of services to be performed by the independent accountants and reviews the
range of fees for such services; confers with the independent accountants and
reviews the results of the annual audit; reviews with the independent
accountants the Company's internal auditing, accounting and financial controls;
and reviews policies and practices regarding compliance with laws and conflicts
of interest. During 1996, the Audit Committee held two formal meetings.
The Board of Directors has a Nominating Committee that is responsible for
recommending to the Board suitable candidates for nomination for positions on
the Board of Directors and committees of the Board of Directors. During 1996,
the Nominating Committee held one meeting. The Nominating Committee will
consider nominees recommended by shareholders, provided that any recommendations
are submitted in writing to the Chairman of the Nominating Committee at the
address of the Company, on or before the 30th day preceding the date of the
annual meeting, including a description of the proposed nominee, his or her
consent to serve as a director, and other information regarding the proposed
nominee as would be required to be included in a proxy statement filed under the
Exchange Act.
The Board of Directors has a Compensation Committee that is responsible for
reviewing and recommending to the Board of Directors the timing and amount of
compensation for key employees, including salaries, bonuses, and other benefits.
The Compensation Committee also is responsible for administering the Company's
stock option and other equity-based incentive plans, recommending retainer and
attendance fees for non-employee directors, reviewing compensation plans and
awards as they relate to key employees, and administering the Company's
retirement plans. During 1996, the Compensation Committee held one meeting.
During the Company's last fiscal year, there were four regular meetings of
the Board of Directors, and the Board took action by unanimous written consent
on five occasions. Each of the directors, except Mr. DeVos, who was unavailable
for three meetings, attended 75% or more of the aggregate number of meetings of
the Board of Directors and meetings of committees on which they were eligible to
attend.
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