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.

(Footnotes continued on next page.)

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     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.

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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.

Audit Committee Report

     Members of the Audit Committee are independent as defined by the rules of the New York Stock Exchange 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. It is the purpose of the Audit Committee to assist the Board of Directors in fulfilling its oversight responsibilities relating to: (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function and independent auditors. Committee members have conducted an open and comprehensive dialogue with the Company’s auditors regarding the 2003 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 2003, 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, 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 recommended to the full Board that the audited financial statements be included in the Company’s annual report on Form 10-K for the 2003 calendar year based upon the aforementioned review and discussion.

     Submitted by members of the Audit Committee: