PROXY STATEMENT
FOR
ANNUAL MEETING OF
SHAREHOLDERS
To Be Held April 22,
2005
GENERAL INFORMATION
Annual Meeting and
Submission of Proxy
This
proxy statement and the accompanying proxy card are being furnished to shareholders by the
Board of Directors (the Board) of Gehl Company (the Company or
Gehl) beginning on or about March 7, 2005, in connection with a solicitation
of proxies by the Board for use at the Annual Meeting of Shareholders to be held on
Friday, April 22, 2005, at 3:00 P.M. (CDT), at the Cedar Theatre, located on the Cedar
Lake Campus of Cedar Community, 5595 Highway Z, West Bend, Wisconsin 53095, and at all
adjournments or postponements thereof (the Annual Meeting), for the purposes
set forth in the attached Notice of Annual Meeting of Shareholders. The Board has fixed
the close of business on February 28, 2005 as the record date for determining shareholders
entitled to notice of, and to vote at, the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 6,644,632 shares of the Companys Common Stock, $.10
par value per share (the Common Stock), each of which is entitled to one vote
per share.
Whether
or not you attend the Annual Meeting, your vote is important. Accordingly, regardless of
the number of shares of Common Stock you own, please vote by signing, dating and promptly
mailing the accompanying proxy card.
Voting Procedures
A
proxy, in the enclosed form, that is properly executed, duly returned to the Company and
not revoked, will be voted in accordance with the instructions contained therein. The
shares represented by executed but unmarked proxies will be voted FOR the persons
nominated by the Board for election as directors, FOR the approval of the appointment of
PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal
year 2005, and on such other business or matters that may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as proxies in the
enclosed form of proxy. Other than the election of directors and the approval of the
appointment of the Companys independent registered public accounting firm, the Board
has no notice of any matters to be presented for action by the shareholders at the Annual
Meeting.
Execution
of a proxy given in response to this solicitation will not affect a shareholders
right to attend the Annual Meeting and to vote in person. Presence at the Annual Meeting
of a shareholder who has signed a proxy does not in itself revoke a proxy. Any shareholder
giving a proxy may revoke it at any time before it is voted by giving notice thereof to
the Company in writing or by submitting another duly executed proxy bearing a later date.
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Matters to be Considered
at the Annual Meeting
At
the Annual Meeting, shareholders will consider and vote on (1) the election of one
director to hold office until the annual meeting of shareholders in 2007 and until his
successor is duly elected and qualified and the election of three directors to hold office
until the annual meeting of shareholders in 2008 and until their successors are duly
elected and qualified and (2) the approval of the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public accounting firm for fiscal year
2005. The Board has, upon the recommendation of the Nominating and Corporate Governance
Committee of the Board, nominated Marcel-Claude Braud for election as a director of the
Company and Nicholas C. Babson, Thomas J. Boldt and Hans Neunteufel for re-election as
directors of the Company (collectively, the Company Nominees).
ELECTION OF DIRECTORS
The
Companys By-laws provide that the directors shall be divided into three classes,
with staggered terms of three years each. At the Annual Meeting, the shareholders will
elect one director to hold office until the annual meeting of shareholders in 2007 and
until his successor is duly elected and qualified and three directors to hold office until
the annual meeting of shareholders in 2008 and until their successors are duly elected and
qualified. Unless shareholders otherwise specify, the shares represented by the proxies
received will be voted in favor of the election as directors of the Company Nominees. The
Board has no reason to believe that any of the Company Nominees will be unable or
unwilling to serve as a director if elected. However, in the event that any of the Company
Nominees should be unable to serve or for good cause will not serve, the shares
represented by proxies received will be voted for other nominees selected by the Board in
the exercise of its best judgment.
Directors
are elected by a plurality of the votes cast (assuming a quorum is present). A majority of
the votes entitled to be cast on the election of directors must be represented in person
or by proxy at the Annual Meeting in order for a quorum to be present. An abstention from
voting will be included in computing the number of shares present for purposes of
determining the presence of a quorum, but will not be considered in determining whether
each of the nominees has received a plurality of the votes cast at the Annual Meeting. A
broker or nominee voting shares registered in its name, or in the name of its nominee,
which are beneficially owned by another person and for which it has not received
instructions as to voting from the beneficial owner, will have the discretion to vote the
beneficial owners shares with respect to the election of directors.
The
following sets forth certain information, as of February 1, 2005, about each of the
Company Nominees for election at the Annual Meeting and each director of the Company whose
term will continue after the Annual Meeting.
Nominees for Election at
the Annual Meeting
Term expiring in 2007
Marcel-Claude Braud
, 52, has
served as President and Chief Executive Officer of the Manitou Group, which includes
Manitou BF S.A., since 1998. Mr. Braud held various management positions with various
subsidiaries of the Manitou Group prior to 1998. Mr. Braud is a nominee for election
as a director of the Company.
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Terms expiring in 2008
Nicholas C. Babson,
58, is
President of Babson Holdings, Inc. (an investment management company). Prior to assuming
that position, Mr. Babson was Chairman of the Board, Chief Executive Officer and President
from 1984 and Chairman of the Board and Chief Executive Officer from 1996 of Babson Bros.
Co. (a global manufacturer and distributor of dairy equipment and consumable supplies)
until his retirement from that company in 1999. Mr. Babson has served as a director of the
Company since 1999. Mr. Babson is also a director of CenterPoint Properties Trust (a
NYSE-listed real estate investment trust investing in industrial real estate primarily in
the Chicago area), a director of SunTx Capital Partners (a private equity investment firm
located in Dallas, Texas), a trustee and Chairman of the Farm Foundation (an association
of agricultural educators, economists and business leaders) and Chairman of the Board of
Regents of the University of the South, Sewanee, Tennessee.
Thomas J. Boldt,
52, has
served as Chief Executive Officer of The Boldt Company (a consulting service, program and
construction management, general construction and real estate development services firm)
since 2000. Mr. Boldt has served as a director of the Company since 1996. Mr. Boldt is
also a director of M&I Bank, Fox Valley (a national bank) and a director of Wisconsin
Manufacturers and Commerce (a business association promoting the improvement of the
economic climate of the State of Wisconsin), a trustee of the State of Wisconsin
Investment Board and a Regent of St. Olaf College.
Hans Neunteufel,
54, has
served as Chief Executive Officer of Neuson-Kramer Baumaschinen AG (a holding company
located in Linz-Leonding, Austria) since 2003. Mr. Neunteufel was Executive Vice President
of Neuson Baumaschinen GmbH (a holding company located in Linz-Leonding, Austria) from
1997 to 2003. Mr. Neunteufel has served as a director of the Company since July, 2004. Mr.
Neunteufel has also served as Managing Director of Neuson Hydraulik GmbH (producer of
hydraulic components in Linz, Austria) since 1981. Mr. Neunteufel is also a Member of the
Board of Sparkasse-Oberösterreich Bank AG (a bank located in Linz, Austria) and a
Member of the Board of Industriellenvereinigung Oberösterreich (an Upper Austrian
Manufacturers and Commerce Organization) and a Member of the Board of Rat für
Forschung und Technologie (a state organization for improvement of the economy of the
Upper Austrian country).
THE BOARD UNANIMOUSLY RECOMMENDS
THE FOREGOING COMPANY NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO
VOTE FOR ALL COMPANY NOMINEES.
Directors Continuing in
Office
Terms expiring in 2006
John T. Byrnes
, 58, has served
as President and Executive Managing Director of Mason Wells, Inc. (a Milwaukee,
Wisconsinbased private equity investment firm) since May, 1998. Mr. Byrnes was
President and a director of M&I Capital Markets Group (the private equity arm of the
Marshall & Ilsley Corporation) from 1985 to 1998. Mr. Byrnes has served as a director
of the Company since 1999. Mr. Byrnes is also a director of the Medical College of
Wisconsin Research Foundation and a director of numerous private companies.
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Richard J. Fotsch
, 49, has
served as President of the Global Power Group of Kohler Company (a manufacturer of engines
and generators distributed and rented worldwide) since February, 2004. Mr. Fotsch was
President of the Engine Group of Navistar International Corporation (the largest
U.S.-based truck and mid-range diesel engine manufacturer) from 2002 to 2004. Mr. Fotsch
had previously served in various management positions with Briggs & Stratton
Corporation (the worlds largest manufacturer of air-cooled gasoline engines for the
outdoor power equipment industry). Mr. Fotsch has served as a director of the Company
since 2000. Mr. Fotsch is a member of the Board of Trustees of Marquette University.
Dr. Hermann
Viets
, 62, has served as President and Chief Executive Officer of the
Milwaukee School of Engineering (a university located in Milwaukee, Wisconsin
focused primarily on engineering education) since 1991. Dr. Viets has served as
a director of the Company since 1999. Dr. Viets is also a director of Astro
Med, Inc. (an electronic equipment manufacturer), Public Policy Forum (an
independent reviewer of public policy issues) and Competitive Wisconsin, Inc.
(an association of business, education and labor leaders promoting the State of
Wisconsin) and is a member of the Greater Milwaukee Committee (an organization
of civic leaders promoting the economic development and social improvement of
the City of Milwaukee).
Terms expiring in 2007
William D. Gehl,
58, has
served as Chairman and Chief Executive Officer of the Company since April, 2003. Prior to
that time he had served as President and Chief Executive Officer of the Company since
November, 1992 and as Chairman of the Company since April, 1996. From January, 1990 until
joining the Company in 1992, Mr. Gehl was Executive Vice President, Chief Operating
Officer, General Counsel and Secretary of The Ziegler Companies, Inc. (a financial
services holding company). Mr. Gehl held various management positions with The Ziegler
Companies from 1978 to 1990. Mr. Gehl has served as a director of the Company since 1987.
Mr. Gehl is also a director and Chairman of the Board of Wisconsin Manufacturers and
Commerce (a business association promoting the improvement of the economic climate of the
State of Wisconsin), a director and past Chairman of the Board of the Association of
Equipment Manufacturers (a national trade association of agricultural and construction
equipment manufacturers), and a director of West Bend Savings Bank (a state financial
institution), Mason Wells, Inc., Milwaukee, Wisconsin (a private equity investment firm)
and ASTEC Industries, Inc., Chattanooga, Tennessee (a manufacturer of equipment for
aggregate processing, asphalt road building and pipeline and utility trenching). Mr. Gehl
is a member of the Florida and Wisconsin Bar Associations.
John W. Splude,
59, has served
as Chairman and Chief Executive Officer of HK Systems, Inc. (an integrator of material
handling systems and a provider of supply chain software solutions) since October, 1993.
Mr. Splude has served as a director of the Company since 1995. Mr. Splude is also a member
of the Material Handling Institute Roundtable (a trade association of material handling
equipment manufacturers), a director of U.S. Bank-Wisconsin, National Association (a
national bank), and Ladish Co., Inc. (an aerospace manufacturer), and a Regent of the
Milwaukee School of Engineering (a university located in Milwaukee, Wisconsin focused
primarily on engineering education). Mr. Splude serves on the Board of Directors of Big
Brothers / Big Sisters and on the Special Advisory Board of Notre Dame Middle School.
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BOARD OF DIRECTORS
The
Companys Board of Directors is currently comprised of eight members. The Board has
determined that the following directors are independent directors as defined under Nasdaq
Stock Market, Inc. (Nasdaq) rules: Nicholas C. Babson, Thomas J. Boldt, John
T. Byrnes, Richard J. Fotsch, John W. Splude and Hermann Viets. The Board has standing
Audit, Compensation, and Nominating and Corporate Governance Committees to assist it in
discharging its duties. Each of these committees has the responsibilities set forth in
written charters adopted by the Board. The Company makes available on its website located
at
www.gehl.com
copies of each of these charters free of charge. The Company is not
including the information contained on or available through its website as a part of, or
incorporating such information by reference into, this proxy statement. Each Committee is
comprised solely of independent directors.
The
Audit Committee appoints, retains and, when appropriate, terminates the Companys
independent registered public accounting firm. The Audit Committees primary purpose
is to provide oversight regarding the accounting and financial reporting process, the
system of internal control, the audit process, and the Companys process for
monitoring compliance with laws and regulations. The Audit Committee reviews the scope,
timing and results of the audit of the Companys financial statements by the
Companys independent registered public accounting firm and reviews with the
independent registered public accounting firm managements policies and procedures
with respect to auditing and accounting controls. The Audit Committee also reviews and
evaluates the independence of the Companys independent registered public accounting
firm and approves services rendered by such auditors. Messrs. Babson, Boldt, Byrnes and
Splude (Chairman) are members of the Audit Committee. The Audit Committee held four
meetings in 2004. Each member of the Audit Committee meets the audit committee member
independence requirements of the Nasdaq rules and is independent under the rules of the
Securities and Exchange Commission. The Board has determined that John W. Splude qualifies
as an audit committee financial expert, as defined in the rules of the
Securities and Exchange Commission.
The
Compensation Committee determines (subject to Board approval for officers other than the
Companys Chief Executive Officer) compensation levels for the Companys
executive officers, reviews managements recommendations as to the compensation to be
paid to other key personnel and administers the Companys equity-based incentive
compensation plans. Messrs. Babson (Chairman), Boldt, Splude and Viets are members of the
Compensation Committee. The Compensation Committee held three meetings in 2004.
The
functions of the Nominating and Corporate Governance Committee include recommending those
persons to be nominated by the Board for election as directors of the Company and
recommending persons to fill vacancies on the Board. In addition, the Nominating and
Corporate Governance Committee oversees the governance procedures of the Company. The
members of the Nominating and Corporate Governance Committee are Messrs. Byrnes, Fotsch
and Viets (Chairman), each of whom meets the nominating committee independence
requirements of the Nasdaq rules. The Nominating and Corporate Governance Committee held
two meetings in 2004. The Nominating and Corporate Governance Committee will consider
nominees recommended by shareholders. Recommendations for consideration by the Nominating
and Corporate Governance Committee should be sent to the Chairman of the Board of the
Company and the Chairman of the Nominating and Corporate Governance Committee in writing
together with appropriate biographical information concerning each proposed nominee. The
Companys By-laws set forth certain requirements for shareholders wishing to nominate
director candidates for consideration by shareholders. With respect to an election of
directors to be held at an annual meeting, a shareholder must, among other things, give
written notice of an intent to make such a nomination to the Secretary of the Company in
advance of the meeting in compliance with the terms and within the time period specified
in the By-laws.
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Nominations of Directors
The
Nominating and Corporate Governance Committee recommends to the full Board the director
nominees to stand for election at the Companys annual meetings of shareholders and
to fill vacancies occurring on the Board.
In
making recommendations to the Board of nominees to serve as directors, the Nominating and
Corporate Governance Committee will examine each director nominee on a case-by-case basis
regardless of who recommended the nominee and take into account all factors it considers
appropriate, which may include those set forth in the Companys corporate governance
guidelines. However, the Board believes the following minimum qualifications must be met
by a director nominee to be recommended by the Nominating and Corporate Governance
Committee:
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Each
director must display high personal and professional ethics, integrity and values.
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Each
director must have the ability to exercise sound business judgment.
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Each
director must be highly accomplished in his or her respective field, with broad
experience at the administrative and/or policy-making level in business, government,
education, technology or public interest.
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Each
director must have relevant expertise and experience, and be able to offer advice and
guidance based on that expertise and experience.
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Each
director must be independent of any particular constituency, be able to represent all
shareholders of the Company and be committed to enhancing long-term shareholder value.
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Each
director must have sufficient time available to devote to activities of the Board and to
enhance his or her knowledge of the Companys business.
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The Board also believes the following
qualities or skills are necessary for one or more directors to possess:
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One
or more of the directors generally should be active or former chief executive officers of
public or private companies or leaders of major complex organizations, including
commercial, scientific, government, educational and other similar institutions.
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Directors
should be selected so that the Board is a diverse body.
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Communications with
Board of Directors
Shareholders
may communicate with the full Board, or individual directors, by submitting such
communications in writing to Gehl Company, Attention: Board of Directors (or the
individual director(s)), 143 Water Street, West Bend, WI 53095. Such communications will
be delivered directly to the director or directors to whom the correspondence is
addressed.
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