VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding only common stock of which 6,821,494 shares
were outstanding and entitled to vote as of the close of business on the record
date, August 11, 2004. Each of the 6,821,494 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 1,961,712 (1)(2) 28.8 %
3925 N. Hastings Way
Eau Claire, WI 54703
Melvin S. Cohen 401,314 (1)(3) 5.9 %
3925 N. Hastings Way
Eau Claire, WI 54703
Dimensional Fund Advisors, Inc. 386,508 (4) 5.7 %
1299 Ocean Avenue
Santa Monica, CA 90401
Royce & Associates, LLC 571,600 (4) 8.4 %
1414 Avenue of the Americas
New York, NY 10019
James F. Bartl 16,379 - (5)
Donald E. Hoeschen 1,111 - (5)
Randy F. Lieble 1,372 - (5)
Lawrence J. Tienor 683 - (5)
Michael J. O'Meara 100 - (5)
Richard N. Cardozo - -
Patrick J. Quinn 200 - (5)
All officers and directors as a group 2,092,898 (6) 30.7 %
(10 persons)
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(1) Includes 108,875 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 182,054 shares
owned by 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 292,439 shares owned by 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 2004 Schedule 13-G filing with the
Securities and Exchange Commission.
(5) Represents less than 1% of the outstanding shares of common
stock of the Company.
(6) Includes options for 750 shares currently exercisable by
three 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, 2003.
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, or unless extended by unanimous written consent by all parties
to the 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
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, Professor Emeritus, Carlson School of Management,
University of Minnesota, and Senior Scholar, Florida International University,
and Mr. Patrick J. Quinn, Chairman and
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President of Ayres Associates, a Wisconsin-based engineering and professional
service consulting firm, whose terms expire at the meeting.
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* 68 Professor Emeritus, Carlson 1998 2004
School of Management,
University of Minnesota;
Senior Scholar, Florida
International University
Patrick J. Quinn* 54 Chairman and President, 2001 2004
Ayres Associates; prior to
April 28, 2000, Executive
Vice President
James F. Bartl 64 Executive Vice President, 1995 2005
and Secretary of the
Company
Michael J. O'Meara 53 Chairman of the Board and 1996 2005
Director, People's National
Bank, Eau Claire Wisconsin
Melvin S. Cohen 86 Chairman Emeritus of the 1949 2006
Board of the Company
Maryjo Cohen 52 Chair of the Board, 1988 2006
President and Chief
Executive Officer of the
Company(1)
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* Nominee
(1) Ms. Cohen is the daughter of Mr. Cohen.
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During 2003 there were three Board of Directors meetings. Each of the
Directors attended all of the meetings of the Board of Directors and all
meetings of committees on which that director served, with the exception of
Mr. Cohen who missed one meeting. The attendance policy for members of the Board
of Directors may be reviewed in the corporate governance section of the
Company's web site located at www.gopresto.com. 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.
The Company has an Audit Committee consisting of Messrs. O'Meara, Cardozo,
and Quinn, each an "independent director" as defined by the rules of the New
York Stock Exchange. See the "Audit Committee Report" for a description of the
functions performed by the Audit Committee. Prior to the Annual Meeting, the
Company has not had a Nominating Committee because the nomination process
involving all members of the Board has been adequate. The Company will have
Nominating/Corporate Governance and Compensation Committees in place by the time
of the Annual Meeting. The Company will post charters for the Audit,
Nominating/Corporate Governance, and Compensation Committees on the Company's
web site located at www.gopresto.com by the date of the Annual Meeting.
Based on its relative size and the scope of its operations, the Company has
not appointed an "audit committee financial expert" as that term is defined in
the Securities and Exchange Commission's rules and regulations. It is not
believed that there is a need to make such a designation at this time, because
the Board of Directors believes that each of the members of the Audit Committee
has demonstrated an ability to read and understand fundamental financial
statements, including the Company's balance sheets, statement of operations, and
statements of cash flow. During 2003, the Audit Committee held three meetings.
On May 17, 2000, the Audit Committee Charter was approved by the Board of
Directors. The Audit Committee Charter was amended in May 2001 and August 2004,
and is included as Appendix A.
The Company's Board of Directors has established a process whereby
shareholders may send communications to the Board of Directors, as well as to
the presiding director of executive sessions attended by only independent
directors. The manner in which shareholders can send communications to the Board
is set forth on the Company's web site located at www.gopresto.com in the
corporate governance section.
In identifying prospective director candidates, the Nominating/Corporate
Governance Committee (herein the "Nominating Committee") will consider its
personal contacts, recommendations from shareholders, and recommendations from
business and professional sources, but does not pay a fee to any third party.
The Nominating Committee's policy will be to consider qualified candidates for
positions on the Board recommended in writing by shareholders. Shareholders
wishing to recommend candidates for Board membership should submit the
recommendations in writing to the Secretary of the Company at least ninety
(90) days prior to May 17, 2005, with the submitting shareholder's name and
address and pertinent information about the proposed nominee similar to that set
forth for the nominees named herein. When evaluating the qualifications of
potential new Directors, or the continued service of existing Directors, the
Nominating Committee will consider a variety of criteria, including the
individual's reputation for honesty and integrity; respect from leaders and the
general citizenry in the community in which the individual resides; the
individual's knowledge of business principles and intellectual capacity to
quickly grasp and understand the intricacies of the Company's businesses;
attainment of official status with a leading company, agency, educational
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institution, or other form of enterprise; accessibility geographically and
otherwise for meetings; specialized skills or expertise; diversity of
background; independence; financial expertise; freedom from conflicts of
interest; ability to understand the role of a Director; and ability to fully
perform the duties of a Director. While candidates recommended by shareholders
will generally be considered in the same manner as any other candidate, special
consideration will be given to existing Directors desiring to stand for
re-election given their history of service and their knowledge of the Company,
as well as the Board's knowledge of their level of contribution resulting from
such service. Shareholders wishing to recommend for nomination or nominate a
director should contact the Company's Secretary for a copy of the relevant
procedure for submitting nominations and a full delineation of the criteria
considered by the Nominating Committee when evaluating potential new Directors
or the continued service of existing Directors.
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