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
BELDEN INC.
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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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(2) Form, schedule or registration statement no.:
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(4) Date filed:
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[BELDEN LOGO]
March 27, 2002
Dear Shareholder:
I am pleased to invite you to attend the annual meeting of shareholders of
Belden Inc. to be held on Tuesday, May 7, 2002, at 11 o'clock in the morning at
the Saint Louis Club (16th Floor), Pierre Laclede Center, 7701 Forsyth
Boulevard, St. Louis, Missouri.
Details of the business to be conducted at the meeting are given in the
attached Notice of Annual Meeting and Proxy Statement.
Whether or not you plan to attend, I hope you will vote as soon as
possible. You may vote over the Internet, as well as by telephone or by mailing
a proxy card. Voting in such manner will ensure your representation at the
meeting if you do not attend in person. Please review the instructions on the
proxy card regarding each of these voting options.
Thank you for your support and continued interest in Belden.
Sincerely,
/s/ C. BAKER CUNNINGHAM
C. Baker Cunningham
Chairman of the Board, President
and Chief Executive Officer
2002 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING.................................... 1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE
ANNUAL MEETING............................................ 2
Why am I receiving these materials?....................... 2
What information is contained in these materials?......... 2
What proposals will be voted on at the meeting?........... 2
What is Belden's voting recommendation?................... 2
What shares owned by me can be voted?..................... 2
What is the difference between holding shares as a
shareholder of record and as a beneficial owner?....... 2
How can I vote my shares in person at the meeting?........ 2
How can I vote my shares without attending the meeting?... 3
Can I change my vote?..................................... 3
How are votes counted?.................................... 3
What is the voting requirement to approve the proposal?... 3
What does it mean if I receive more than one proxy or
voting instruction card?............................... 3
Where can I find the voting results of the meeting?....... 3
What happens if additional proposals are presented at the
meeting?............................................... 4
What class of shares is entitled to be voted?............. 4
What is the quorum requirement for the meeting?........... 4
Who will count the votes?................................. 4
Is my vote confidential?.................................. 4
Who will bear the cost of soliciting votes for the
meeting?............................................... 4
May I propose actions for consideration at next year's
annual meeting of shareholders or nominate individuals
to serve as directors?................................. 4
BOARD STRUCTURE AND COMPENSATION............................ 6
AUDIT COMMITTEE REPORT...................................... 6
DIRECTOR COMPENSATION....................................... 7
PROPOSAL TO BE VOTED ON: ELECTION OF DIRECTOR............... 8
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 11
Beneficial Ownership Table of Directors, Nominee and
Executive Officers..................................... 11
Beneficial Ownership Table of Shareholders Owning More
Than Five Percent...................................... 12
EXECUTIVE COMPENSATION...................................... 13
Report of the Compensation Committee on Executive
Compensation........................................... 13
Summary Compensation Table................................ 14
Option Grants in Last Fiscal Year......................... 15
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values................................. 15
Certain Change in Control Arrangements.................... 16
Pension Plans............................................. 16
Pension Benefits Table.................................... 17
Stock Performance Graph................................... 18
OTHER MATTERS............................................... 18
BELDEN INC.
7701 FORSYTH BOULEVARD
SUITE 800
ST. LOUIS, MISSOURI 63105
(314) 854-8000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME: 11:00 a.m. on Tuesday, May 7, 2002
PLACE: Lewis & Clark Room, 16th Floor Saint Louis Club,
Pierre Laclede Center, 7701 Forsyth Boulevard, St.
Louis, Missouri 63105
ITEMS OF BUSINESS: To elect one director for a three-year term.
To consider such other business as may properly
come before the meeting.
RECORD DATE: You are entitled to vote if you were a shareholder
at the close of business on Tuesday, March 19,
2002.
FINANCIAL STATEMENTS: Included with this mailing is the Company's 2001
Annual Report to Shareholders. The Annual Report
includes the Company's audited financial statements
and notes for the year ended December 31, 2001, and
the related Management's Discussion and Analysis of
Financial Condition and Results of Operations.
VOTING BY PROXY: Please submit a proxy as soon as possible so your
shares can be voted at the meeting in accordance
with your instructions. You may submit your proxy
(1) over the Internet, (2) by telephone, or (3) by
mail. For specific instructions, please refer to
the Questions and Answers beginning on page 2 of
this proxy statement and the instructions on the
proxy card.
By Order of the Board of Directors,
/s/ KEVIN BLOOMFIELD
Kevin Bloomfield
Secretary
This proxy statement and accompanying proxy card are being distributed on or
about March 29, 2002.
1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
Q: WHY AM I RECEIVING THESE MATERIALS?
A: The Board of Directors (the "Board") of Belden Inc. (sometimes referred to
as the "Company" or "Belden") is providing these proxy materials to you in
connection with Belden's annual meeting of shareholders which will take
place on May 7, 2002. You are invited to attend the meeting and are
requested to vote on the proposal described in this proxy statement.
Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
A: The information included in this proxy statement relates to the proposal to
be voted on at the meeting, the voting process, the compensation of
directors and our most highly-paid officers, and certain other required
information. Our 2001 Annual Report to Shareholders is also enclosed. The
Annual Report includes our 2001 audited financial statements with notes and
the related Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
A: One proposal will be voted on at the meeting: The election of one director.
Q: WHAT IS BELDEN'S VOTING RECOMMENDATION?
A: Our Board of Directors recommends that you vote your shares "FOR" the
nominee to the Board.
Q: WHAT SHARES OWNED BY ME CAN BE VOTED?
A: All shares owned by you as of March 19, 2002, the Record Date, may be voted
by you. These shares include those (1) held directly in your name as the
shareholder of record, and (2) held for you as the beneficial owner through
a stockbroker, bank or other nominee, including those shares purchased
through Belden's 401(k) plan, the Belden Wire & Cable Company Retirement
Savings Plan (the "Savings Plan").
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
AS A BENEFICIAL OWNER?
A: Most Belden shareholders hold their shares through a stockbroker, bank or
other nominee rather than directly in their own name. As summarized below,
there are some distinctions between shares held of record and those owned
beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with Belden's Transfer
Agent, Mellon Investor Services LLC ("Mellon"), you are considered (with
respect to those shares) the shareholder of record and these proxy materials
are being sent directly to you by Belden. As the shareholder of record, you
have the right to grant your voting proxy directly to Belden or to vote in
person at the meeting. Belden has enclosed a proxy card for you to use.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in "street
name" (that is, the name of your stockbroker, bank or other nominee) and
these proxy materials are being forwarded to you by your broker or nominee
who is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker
or nominee how to vote and are also invited to attend the meeting. However,
since you are not the shareholder of record, you may not vote these shares
in person at the meeting. Your broker or nominee has enclosed a voting
instruction card for you to use.
Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be voted
in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or other proof of identification.
2
Even if you plan to attend the annual meeting, we recommend that you also
submit your proxy as described below so that your vote will be counted if
you later decide not to attend the meeting.
Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?
A: Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct your vote without attending the
meeting. You may vote by granting a proxy or, for shares held in street
name, by submitting voting instructions to your broker or nominee. In most
instances, you will be able to do this over the Internet, by telephone or by
mail. Please refer to the summary instructions below and those included on
your proxy card or, for shares held in street name, the voting instruction
card included by your broker or nominee.
BY INTERNET -- If you have Internet access, you may submit your proxy or, if
you hold shares in street name, voting instruction card included by your
broker or nominee from any location in the world by following the "Vote by
Internet" instructions on the proxy card or voting instruction card.
BY TELEPHONE -- If you live in the United States or Canada, you may submit
your proxy or voting instruction card included by your broker or nominee by
following the "Vote by Phone" instructions on such cards.
BY MAIL -- You may do this by signing your proxy card or, for shares held in
street name, the voting instruction card included by your broker or nominee
and mailing it in the enclosed, postage prepaid and addressed envelope. If
you provide specific voting instructions, your shares will be voted as you
instruct. If you sign but do not provide instructions, your shares will be
voted as described below in "HOW ARE VOTES COUNTED?"
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy or voting instructions at any time prior to the
vote at the annual meeting. For shares held directly in your name, you may
accomplish this by granting a new proxy or by attending the annual meeting
and voting in person. Attendance at the meeting will not cause your
previously granted proxy to be revoked unless you specifically so request.
For shares held beneficially by you, you may accomplish this by submitting
new voting instructions to your broker or nominee.
Q: HOW ARE VOTES COUNTED?
A: In the election of directors, you may vote "FOR" the nominee or your vote
may be "WITHHELD" with respect to the nominee. If you sign your proxy card
or broker voting instruction card with no further instructions, your shares
will be voted in accordance with the recommendations of the Board -- "FOR"
the Company's nominee to the Board and at the discretion of the proxy
holders, on any other matter that comes properly before the meeting. If you
participate in the Savings Plan, you will receive a proxy card for all
shares you own through the plan. The proxy card will serve as a voting
instruction card for the trustee, CIGNA Retirement & Investment Services. If
you own shares through the plan and do not vote, the trustee will vote the
plan shares in the same proportion as shares for which instructions were
received under the plan.
Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE THE PROPOSAL?
A: The proposal requires the affirmative "FOR" vote of a majority of those
shares present and entitled to vote.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?
A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting and publish final
results in our quarterly report on Form 10-Q for the second quarter of 2002.
3
Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A: Other than the proposal described in this proxy statement, we do not expect
any matters to be presented for a vote at the annual meeting. If you grant a
proxy, the persons named as proxy holders, Kevin L. Bloomfield, Belden's
Secretary, and Christopher E. Allen, Belden's Assistant Secretary, will have
the discretion to vote your shares on any additional matters properly
presented for a vote at the meeting. If for any unforeseen reason our
nominee is not available as a candidate for director, the persons named as
proxy holders will vote your proxy for such other candidate or candidates as
may be nominated by the Board of Directors.
Q: WHAT CLASS OF SHARES IS ENTITLED TO BE VOTED?
A: Each share of our common stock outstanding as of the close of business on
March 19, 2002, the Record Date, is entitled to one vote at the annual
meeting. On February 1, 2002, we had 24,773,770 shares of common stock
issued and outstanding.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?
A: The quorum requirement for holding the meeting and transacting business is a
majority of the outstanding shares entitled to be voted. The shares may be
present in person or represented by proxy at the meeting. Both abstentions
and "broker non-votes" are counted as present for the purpose of determining
the presence of a quorum. Generally, broker non-votes occur when shares held
by a broker for a beneficial owner are not voted with respect to a
particular proposal because (1) the broker has not received voting
instructions from the beneficial owner and (2) the broker lacks
discretionary voting power to vote such shares. But a broker non-vote will
not arise with respect to the proposal to be considered at this meeting
because a broker will have the discretionary authority to vote on the
proposal in the absence of receiving voting instructions from his or her
beneficial owner. Cumulative voting is not permitted for the proposal.
Q: WHO WILL COUNT THE VOTE?
A: A representative of ADP Investor Communications Services will tabulate the
votes and Kevin L. Bloomfield, Belden's Secretary, or Christopher E. Allen,
Belden's Assistant Secretary, will act as the inspector of election.
Q: IS MY VOTE CONFIDENTIAL?
A: Proxy instructions, ballots and voting tabulations that identify individual
shareholders are handled in a manner that protects your voting privacy. Your
vote will not be disclosed either within Belden or to third parties except
(1) as necessary to meet applicable legal requirements, (2) to allow for the
tabulation of votes and certification of the vote, or (3) to facilitate a
successful proxy solicitation by our Board. Occasionally, shareholders
provide written comments on their proxy cards which are then forwarded to
Belden management.
Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?
A: Belden will pay the entire cost of preparing, assembling, printing, mailing
and distributing these proxy materials. In addition to the mailing of these
proxy materials, the solicitation of proxies or votes may be made in person,
by telephone or by electronic communication by our directors, officers, and
employees, who will not receive any additional compensation for such
solicitation activities. We also have hired ADP Investor Communications
Services to assist us in the distribution of proxy material and tabulating
votes. We will pay ADP a fee of $7,750 plus expenses for these services. We
will also reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy
and solicitation materials to shareholders.
Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF
SHAREHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
A: You may submit proposals for consideration at future shareholder meetings,
including director nominations.
SHAREHOLDER PROPOSALS: For a shareholder proposal to be considered for
inclusion in
4
Belden's proxy statement for next year's annual meeting, the written
proposal must be received by Belden no later than November 30, 2002. Such
proposals also will need to comply with Securities and Exchange Commission
regulations regarding the inclusion of shareholder proposals in
company-sponsored proxy materials. Apart from the issue of inclusion in
proxy materials, the Company's Bylaws establish requirements for shareholder
proposals to be considered at the annual meeting. For example, for a
shareholder proposal to be raised from the floor during next year's annual
meeting, written notice must be received by Belden no later than March 8,
2003, and shall contain such information as required under our Bylaws.
NOMINATION OF DIRECTOR CANDIDATES: You may propose director candidates for
consideration by our Board. In addition, our Bylaws permit shareholders to
nominate directors at a shareholders meeting. To make a director nomination
at a shareholders meeting it is necessary that you notify Belden not fewer
than 60 days in advance of the meeting. In addition, the notice must meet
all other requirements contained in our Bylaws.
COPY OF BYLAW PROVISIONS: You may contact the Belden Secretary at our
Company headquarters for a copy of the relevant Bylaw provisions regarding
the requirements for making shareholder proposals and nominating director
candidates.
5
BOARD STRUCTURE AND COMPENSATION
The Board has seven members and two committees: Audit and Compensation. During
2001, the Board had four regular meetings. All directors attended 75% or more of
the meetings of the Board and of the Board committees on which they served.
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NAME OF DIRECTOR AUDIT COMPENSATION
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Christopher I. Byrnes X*
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Whitson Sadler X
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John M. Monter X
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Bernard G. Rethore X*
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Lorne D. Bain X
------------------------------------------------------------------------------------------------
Arnold W. Donald X
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C. Baker Cunningham
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Number of Meetings in 2001 4 3
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X = Committee member, * = Chair
THE AUDIT COMMITTEE
The Audit Committee assists the Board in overseeing the Company's corporate
accounting and reporting practices by:
- meeting with our financial management and auditors (Ernst & Young) to review
the financial statements, quarterly earnings releases and financial data of
the Company;
- reviewing and recommending to the Board the selection of auditors who will
audit our financial statements;
- reviewing the scope, procedures and results of Company audits; and
- evaluating the Company's key financial and accounting personnel.
AUDIT COMMITTEE REPORT
The Audit Committee is composed of the three directors named below and operates
under a written charter adopted by the Board of Directors. Each member is
independent as defined by the New York Stock Exchange listing standards.
Management is responsible for the Company's internal controls and the financial
reporting process. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. We, the Committee, are responsible to oversee and monitor these
processes.
In this context, we have met and held discussions with management and the
independent auditors. We meet with the independent auditors, with and without
management present. We reviewed and discussed with management and the
independent auditors the Company's audited consolidated financial statements. We
discussed with the independent auditors matters required to be discussed by the
Statement on Auditing Standards No. 61 (Communications with Audit Committee).
The independent auditors also provided to us the written disclosures required by
the Independence Standards Board Standard No. 1 Independence Discussions with
Audit Committees, and we discussed with the independent auditors the existence
of that firm's independence.
In reliance on such reviews and discussions, we recommended that the Board of
Directors include the audited financial statements in the Company's Annual
Report on Form 10-K for the calendar year of 2001 filed with the Securities and
Exchange Commission.
Bernard G. Rethore (Chair)
Lorne D. Bain
Arnold W. Donald
6
COMPENSATION COMMITTEE
The Compensation Committee determines, approves and reports to the Board on all
elements of compensation for the Company's elected officers. The committee also
assists the Company in developing compensation and benefit strategies to
attract, develop and retain qualified employees.
DIRECTOR COMPENSATION
The following table provides information on Belden's compensation practices
during 2001 for non-employee directors. (Mr. Cunningham does not receive any
compensation for his Board activities.)
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COMPENSATION TABLE FOR 2001
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Annual Director Retainer $20,000
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Fee paid for Special Committee or Board Meetings $1,000
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Reimbursement for Expenses Attendant to Board Membership Yes
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Stock Option Award* 2,000
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Stock Award** 500
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* Under the Belden Inc. Long-Term Incentive Plan, each non-employee director
is granted an option to purchase 2,000 shares on the day following each
annual meeting. The exercise price of the option is the average of the high
and low of Belden shares on the grant date. The options become exercisable
on the first anniversary of the grant date and expire five years after the
grant date.
** Under the Belden Inc. Non-Employee Director Stock Plan, each non-employee
director receives 500 Belden shares on the day following each annual
meeting.
7
PROPOSAL
ELECTION OF DIRECTOR
Directors are divided into three classes, Class I, Class II and Class III, each
serving a term of three years. One class stands for election at each annual
meeting. There are three Class I directors whose term will expire at the 2003
annual meeting, three Class II directors whose term will expire at the 2004
annual meeting, and one Class III director whose term will expire at this annual
meeting.
At this meeting, one Class III director will be elected for a term expiring at
the 2005 annual meeting. Mr. Cunningham, who currently serves on the Board, is
the Board's nominee, and is willing to serve if elected. Information regarding
the business experience of the nominee and each director is provided below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION TO THE BOARD OF THE
FOLLOWING NOMINEE:
C. BAKER CUNNINGHAM
Chairman of the Board, President and Chief
Executive Officer
Director since 1993 Age 60 [C. BAKER CUNNINGHAM]
Received a B.S. degree in civil engineering from Washington University, a M.S.
degree in civil engineering from Georgia Institute of Technology and a M.B.A.
from Harvard Business School. Has been Chairman, President and Chief Executive
Officer of the Company since its incorporation in July 1993.
Director, Cooper Cameron Corporation.
CLASS I DIRECTORS: TERM EXPIRING IN 2003
CHRISTOPHER I. BYRNES
Dean, School of Engineering and Applied Science
Washington University
Chairman -- Compensation Committee
Director since 1995 Age 52 [CHRISTOPHER I. BYRNES PHOTO]
Received a B.S. degree in mathematics from Manhattan College and M.S. and Ph.D.
degrees in mathematics from the University of Massachusetts. Has served on the
engineering faculty at Arizona State, Harvard, and the Royal Institute of
Technology in Stockholm. Has held visiting appointments in Austria, France,
Germany, Italy, Japan, the Netherlands, Sweden and the former Soviet Union.
Elected Fellow of the Institute of Electrical and Electronics Engineers and of
the Japan Society for the Promotion of Science. In 1998, received an Honorary
Doctor of Technology from the Royal Institute of Technology in Stockholm. Since
1991, has been Dean of the School of Engineering and Applied Science of
Washington University.
8
JOHN M. MONTER
Chairman, President and Chief Executive
Officer
Brand Services, Inc.
Member -- Compensation Committee
Director since May 2000 Age 54 [JOHN M. MONTER]
Received a B.S. degree in journalism from Kent State University and a M.B.A.
degree from the University of Chicago. From 1993 to 1996, was President of the
Bussmann Division of Cooper Industries, Inc. Bussmann manufactures electrical
and electronic fuses. Since 1996, has been President and Chief Executive Officer
of Brand Services, Inc. ("Brand") and is also a member of the Board of Directors
of the parent company of Brand, DLJ Brand Holdings. In April 2001, was elected
Chairman, DLJ Brand Holdings. Brand is a supplier of scaffolding services and
specialty temporary structures. Since October 2001, serves as a director of Hyco
International, a privately-held supplier of hydraulic cylinders for construction
and over-the-road vehicles.
WHITSON SADLER
Member -- Compensation Committee
Director since May 2000 Age 61 [WHITSON SADLER]
Received a B.A. degree in economics from the University of the South and a
M.B.A. degree from Harvard Business School. Since January 2002, director of
Solvay S.A. ("Solvay"). Solvay, headquartered in Brussels, produces chemicals,
plastics and pharmaceuticals. From 1978 to December 31, 2001, had been President
and Chief Executive Officer of Solvay America, Inc., an affiliate of Solvay.
Prior to joining Solvay, was a General Partner of Lazard Freres & Company.
Director, Solvay S.A.
CLASS II DIRECTORS: TERM EXPIRING IN 2004
BERNARD G. RETHORE
Chairman of the Board, Emeritus
Flowserve Corporation
Chairman -- Audit Committee
Director since 1997 Age 60 [BERNARD G. RETHORE PHOTO]
Received a B.A. degree in economics (Honors) from Yale University and a M.B.A.
degree from the Wharton School of the University of Pennsylvania. Since 1995,
had been Director, President and Chief Executive Officer of BW/IP, Inc., a
supplier of advanced-technology fluid transfer and control equipment, systems
and services and was elected its Chairman in February 1997. In July 1997, became
Chairman and Chief Executive Officer of Flowserve Corporation ("Flowserve") and
added the additional title of President, in October 1998 until July 1999.
Stepped down as Chief Executive Officer of Flowserve in January 2000 but
continued to serve
9
as its Chairman until his retirement as an executive officer and director in
April 2000, when he was named Chairman of the Board, Emeritus. Flowserve, formed
by the merger of BW/IP, Inc. and Durco International, Inc., is a leading global
producer of highly engineered pumps, precision seals, valves and valve
actuators, and flow management services. From 1989 to 1995, was Senior Vice
President of Phelps Dodge Corporation and President of Phelps Dodge Industries.
Director, Maytag Corporation, Amcast Industrial Corporation, Dover Corporation
and Walter Industries, Inc.
LORNE D. BAIN
Member -- Audit Committee
Director since 1993 Age 60 [LORNE D. BAIN PHOTO]
Received a B.B.A. degree from St. Edwards University, a Juris Doctor degree from
the University of Texas School of Law and completed Harvard Business School's
Advanced Management Program. Until September 2000, served as Chairman, President
and Chief Executive Officer of WorldOil.com, a trade publication and
Internet-based business serving the oilfield services industry. From 1997 to
February 2000, was Managing Director of Bellmeade Capital Partners, L.L.C., a
venture capital firm. From 1991 to 1996, had been Chairman and Chief Executive
Officer of Sanifill, Inc., an environmental services company.
ARNOLD W. DONALD
Chairman and Chief Executive Officer
Merisant Company
Member -- Audit Committee
Director since August 2000 Age 47 [ARNOLD W. DONALD PHOTO]
Received a B.A. degree in Economics from Carleton College, a B.S. degree in
Mechanical Engineering from Washington University in St. Louis, and a MBA in
Finance from the University of Chicago Graduate School of Business. In 1977,
joined the Monsanto Company in St. Louis, Missouri holding various positions
over the next twenty-three years, including President of Monsanto's Nutrition
and Consumer sectors and Senior Vice President of the parent company. In March
2000, became Chairman and CEO of Merisant, a newly-formed company which markets
global sweeteners under the brands Equal(R) and Canderel(R).
Director, Crown Cork & Seal Co. Inc., Scotts Company and Carnival Corporation.
10
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists information as of March 1, 2002, concerning:
- beneficial ownership of each director or nominee;
- beneficial ownership of each executive officer named in the Summary
Compensation Table; and
- beneficial ownership of directors, nominees and executive officers as a
group.
The number of shares beneficially owned by each director or executive officer is
determined under rules of the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares to which the
individual has the sole or shared voting power or investment power and also any
shares which the individual has the right to acquire as of April 30, 2002 (60
days after March 1, 2002) through the exercise of any stock option or other
right. Unless otherwise indicated, each person has sole investment and voting
power with respect to the shares set forth in the following table.
The percentage of outstanding common stock, including options exercisable within
60 days after March 1, 2002, beneficially owned by directors, nominees and
executive officers as a group is 4.1%. The percentage of shares beneficially
owned by any director or nominee individually (including options exercisable
through April 30, 2002) does not exceed 1% of the outstanding common stock,
except for Mr. Cunningham whose percentage of shares is 2% of the outstanding
common stock.
BENEFICIAL OWNERSHIP TABLE OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
SHARES BENEFICIALLY
OWNED(a)(b)
-------------------
C. Baker Cunningham 515,127
Chairman of the Board, President, and Chief Executive
Officer
Peter J. Wickman 144,741
Vice President, Operations and President of Belden
Electronics
Richard K. Reece 149,070(c)
Vice President, Operations and President of Belden
Communications
Paul Schlessman 69,241(d)
Vice President, Finance and Chief Financial Officer
Kevin L. Bloomfield 92,087
Vice President, Secretary and General Counsel
Bernard G. Rethore 13,600(e)
Director
Lorne D. Bain 10,800
Director
Christopher I. Byrnes 8,500
Director
Whitson Sadler 13,800
Director
Arnold W. Donald 4,700(f)
Director
John M. Monter 4,500
Director
All directors, nominees and officers as a group 1,026,166
(a) Includes the following shares covered by stock options which are currently
exercisable or exercisable within 60 days after March 1, 2002: Mr.
Cunningham, 388,334 shares; Mr. Schlessman, 60,333 shares; Mr. Reece,
114,333 shares; Mr. Wickman, 114,333 shares; Mr. Bloomfield, 74,334 shares;
Mr. Bain, 6,000 shares; Dr. Byrnes 6,000 shares; Mr. Rethore 5,000 shares;
Mr. Sadler, 2,000 shares; and
11
Mr. Monter, 2,000 shares. Includes the following restricted shares awarded
in 2001: Mr. Cunningham, 17,000 shares; Mr. Reece, 6,000; Mr. Wickman,
6,000; Mr. Schlessman, 5,000; and Mr. Bloomfield, 3,000. See footnote (3)
of "Summary Compensation Table" for the terms of the restricted share
awards. Table does not include any long-term compensation awards made in
2002.
(b) Includes shares held in the Company's Saving Plan.
(c) Includes 24,776 shares owned jointly by Mr. Reece and his spouse.
(d) Includes 200 shares held in an IRA.
(e) Includes 5,200 shares held in trust.
(f) Includes 2,200 shares held in trust.
BENEFICIAL OWNERSHIP TABLE OF SHAREHOLDERS OWNING MORE THAN FIVE PERCENT
The following table shows information regarding those shareholders known to the
Company to beneficially own more than 5% of the outstanding Belden shares for
the period ending on December 31, 2001.
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- --------
First Pacific Advisors, Inc. 1,454,300(a) 5.9%
11400 West Olympic Boulevard
Suite 1200
Los Angeles, CA 90064
T. Rowe Price Associates, Inc. 2,258,400(b) 9.1%
100 E. Pratt Street
Baltimore, MD 21202
(a) Information based on a Schedule 13G filed with the SEC by First Pacific
Advisors, Inc. ("First Pacific"). First Pacific has shared voting power
over 88,000 shares, shared dispositive power over 1,454,300 and does not
have sole voting or sole dispositive power over any shares.
(b) Information based on a joint Schedule 13G filed with the SEC by T. Rowe
Price Associates, Inc. ("Price") and T. Rowe Price Small Cap Stock Fund,
Inc. ("Small Cap"). Price has sole voting power over 605,300 shares, sole
dispositive power over 2,258,400 shares and does not have shared voting or
shared dispositive power over any shares. Small Cap has sole voting power
over 1,460,200 shares and does not have shared voting or any dispositive
power over any shares. The securities are owned by various individuals and
institutional investors, including Small Cap (which owns 1,460,200 shares),
which Price serves as investment adviser with power to direct investments
or sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price is deemed to be
a beneficial owner of such securities; however, Price disclaims that it is,
in fact, the beneficial owner of the securities.
In addition, at December 31, 2001, CIGNA Retirement and Investment Services as
Trustee of the Savings Plans, held of record 916,246 shares, 3.6% of common
stock.
12
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
For the year, the Compensation Committee (comprised entirely of non-employee
directors) continued to follow its established compensation policies. The
compensation program for management is designed to motivate performance so
individual and Company objectives are achieved. The main compensation objective
for executive officers is to enhance shareholder value over the long term. The
Committee strives to achieve this goal by providing competitive base salaries to
attract and retain employees; an annual cash bonus that gives management cash
incentives for achievement of pre-determined performance targets; and long-term
compensation awards so management's interest is aligned with that of other
shareholders.
The Committee approves individual officer salaries, bonuses, and awards under
the Company's long-term incentive plan. For other employees, the Committee
reviews guidelines for compensation, and approves bonuses and any awards under
the incentive plan.
The Committee reviewed base salaries for officers in 2001 and any adjustments
made to them. Pursuant to Company policies, salaries are adjusted based on
competitive conditions and past individual performance. To gauge competitive
conditions, salaries are structured so the mid-point salary range for an
employee is at the 50th percentile of salaries paid by companies in the
electronics and communications equipment industry. This is the industry in which
the Company competes for talent. The companies selected for this salary
comparison differ from the companies included in the S&P Electrical Equipment
Index, which the Company uses in the performance graph that follows this report.
Management is eligible to receive an incentive bonus based on the achievement of
predetermined performance criteria. Mr. Cunningham may receive an incentive
bonus of up to 50% of his mid-point salary range for performance at the target
level and a maximum amount of up to 100% of the mid-point of his salary range.
The criteria for Mr. Cunningham are based solely on return on capital (33%) and
earnings per share (67%). For officers other than Mr. Cunningham, an individual
performance element is included with the weight assigned to each as follows: 53%
earnings per share; 27% return on capital; and 20% individual performance.
The Committee establishes the performance goals at the beginning of the year.
The Company's overall financial performance determines the size of the bonus
pool to be distributed to the executives participating in the program. For the
year 2001, none of the executive officers or senior management received a bonus.
This is because the Company had a challenging year as it dealt with declining
economic conditions in its major markets of North America and Europe.
The Company's long-term incentive plan authorizes the Committee to grant
officers and key management various awards intended to promote success by
aligning employee financial interests with long-term shareholder value. Awards
that may be granted under the plan include stock options and restricted shares.
Last year, the Committee made awards of restricted shares or stock options (or
both) to key management, including officers. Consistent with the purpose of the
plan, the options were issued at market value on the grant date. They vest over
three years and expire in ten years. The restricted shares cannot be transferred
or disposed of for three years and the holder forfeits his shares if he leaves
the Company before expiration of the three-year vesting period. All dividends
accrued on the restricted shares are accumulated and become payable only upon
vesting. The size of individual grants of options and restricted shares was
based on various factors primarily relating to the responsibilities of the
individual officer, the recipient's expected future contributions and prior
grants.
The compensation policies noted above apply equally to the compensation of Mr.
Cunningham: the Committee is responsible for determining his salary, any cash
bonus, or any awards under the long-term incentive plan.
In consultation with Company representatives and a compensation consultant, the
Committee believes that it is unlikely the Company would pay any material
amounts in 2002 that would result in a loss of a Federal income tax deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended. (Section
162(m) of the Internal Revenue Code imposes a limitation on the deductibility of
nonperformance-based compensation in excess of $1 million paid to the named
executive officers.) Nevertheless, the Committee will continue to use sound
business judgment to determine whether specific compensation programs are
appropriate, even if certain elements may not meet the performance criteria
under the tax code provision, or whether to authorize special actions to be
taken or plans or programs be revised in light of the tax provision.
Christopher I. Byrnes (Chair)
Whitson Sadler
John M. Monter
13
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION AWARDS
----------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
--------------------------- STOCK UNDERLYING ALL
NAME AND PRINCIPAL SALARY(1) BONUS(2) AWARDS(3) OPTIONS(4) OTHER(5)
COMPENSATION POSITION YEAR ($) ($) ($) (#) ($)
--------------------- ---- --------- -------- ---------- ---------- --------
C. Baker Cunningham 2001 570,833 0 454,750 50,000 47,514
Chairman of the Board, President, 2000 545,833 230,000 0 100,000 42,365
and Chief Executive Officer 1999 518,749 145,000 0 120,000 36,508
Peter J. Wickman 2001 297,499 0 160,500 18,000 18,112
Vice President, Operations and 2000 282,500 100,000 0 35,000 15,637
President of Belden Electronics 1999 262,500 60,000 0 30,000 13,612
Richard K. Reece 2001 297,499 0 160,500 18,000 17,437
Vice President, Operations and 2000 282,500 85,000 0 35,000 15,637
President of Belden Communications 1999 262,500 60,000 0 30,000 13,612
Paul Schlessman 2001 242,499 0 133,750 15,000 14,062
Vice President, Finance and 2000 232,500 65,000 0 35,000 12,937
Chief Financial Officer 1999 206,041 40,000 0 0 90,201
Kevin L. Bloomfield 2001 227,500 0 80,250 8,000 13,387
Vice President, Secretary 2000 212,500 65,000 0 25,000 11,812
and General Counsel 1999 197,500 45,000 0 25,000 10,327
(1) Salaries are amounts actually received. The aggregate amount of perquisites
and other personal benefits for any named executive does not exceed $50,000
or 10% of the total annual salary and bonus for any such named executive
and, therefore, such items have been excluded.
(2) Determined by the Compensation Committee at its first meeting held after the
end of the fiscal year in which the compensation was earned.
(3) The figures in this column reflect the closing price of Belden shares
($26.75 per share) on the grant date of awards of restricted stock (February
14, 2001). The awards are subject to forfeiture in the event the executive
does not remain employed by the Company for three years after the grant
date. The following chart shows the value of such shares as of the end of
2001 (i.e., $23.55 per share, the closing price of Belden shares on December
31, 2001):
C. Baker Cunningham 400,350
Peter J. Wickman 141,300
Richard K. Reece 141,300
Paul Schlessman 117,750
Kevin L. Bloomfield 70,650
Dividends on the restricted stock accumulate and become payable after the
three-year-vesting period. The dividend rate on the shares of restricted
stock is the dividend rate payable on all outstanding shares of Company
common stock.
(4) Options granted under the Incentive Plan. The exercise of one-third of the
shares is permitted on the first, second, and third anniversaries of the
grant dates. The exercise price for the 1999 options was $20.06; the
exercise price for the 2000 options was $21.75; and the exercise price for
the 2001 options was $26.38. In each instance, the exercise price equaled
the average of the high and low of Belden shares on the grant date.
(5) For each named officer, amounts include Company contributions and
allocations in Company-sponsored defined contribution plans and other plans.
For Mr. Schlessman, this column also includes, for 1999, reimbursements
related to a relocation totaling $86,330.
14
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUES AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------
GRANTED(#)(2) FISCAL YEAR PRICE($/SH)(3) DATE 5%($) 10%($)
------------- ------------ -------------- ---------- --------- -----------
C. Baker Cunningham 50,000 12.1.% 26.38 2011 829,500 2,102,150
Peter J. Wickman 18,000 4.3% 26.38 2011 298,620 756,780
Richard K. Reece 18,000 4.3% 26.38 2011 298,620 756,780
Paul Schlessman 15,000 3.6% 26.38 2011 248,850 630,644
Kevin L. Bloomfield 8,000 1.9% 26.38 2011 132,720 336,343
(1) The Company elected to use "Potential Realizable Values at Assumed Annual
Rates of Stock Price Appreciation for Option Term". The dollar amounts under
these columns are the result of calculations at the 5% ($42.97) and 10%
($49.40) rates set by the SEC and therefore are not intended to forecast
possible future appreciation, if any, of the stock price of the Company.
(2) Grants of stock options in 2001 awarded under the Incentive Plan. Exercises
of one-third of the shares are permitted on the first, second, and third
anniversaries of the grant date.
(3) The purchase price of shares subject to an option is the average of the high
and low of Belden shares on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-
SHARES VALUE UNEXERCISED OPTIONS AT THE-MONEY OPTIONS AT
ACQUIRED ON REALIZED DECEMBER 31, 2001(#) DECEMBER 31, 2001($)
EXERCISE(#) ($) EXERCISABLE/UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
----------- -------- ---------------------------- ----------------------------
C. Baker Cunningham 0 $0 338,334/455,000 478,501/119,999
Peter J. Wickman 0 $0 96,667/138,000 125,626/41,999
Richard K. Reece 0 $0 96,667/138,000 125,626/41,999
Paul Schlessman 0 $0 43,667/82,000 133,413/41,999
Kevin L. Bloomfield 0 $0 63,334/88,000 102,189/29,999
(1) For Messrs. Cunningham, Wickman, Reece and Bloomfield, table column reflects
option grants on February 28, 1996, at an exercise price of $30.75 per
share; on February 20, 1998, at an exercise price of $39.53125 per share; on
January 5, 1999 at an exercise price of $20.0625; on February 16, 2000, at
an exercise price of $21.75; and on February 14, 2001 at an exercise price
of $26.38 per share. For Messrs. Reece and Wickman, table column also
reflects an additional option grant each received on February 26, 1997 to
purchase 10,000 shares at an option price of $35.1875 per share. For Mr.
Schlessman, table column reflects option grants on February 26, 1997 at
$35.1875 per share; on February 20, 1998 at $39.53 per share; on November 4,
1998 at $16.9375 per share; on February 16, 2000 at $21.75 per share; and on
February 14, 2001 at $26.38 per share. For each grant, the exercise price
was the average of the high and low of Belden shares on the date of grant.
Options become exercisable as to one-third of such options on each of the
first three anniversaries of the date of grant and will expire ten years
after the date of grant.
(2) "Value" represents the difference between the closing price of the common
stock on the New York Stock Exchange on December 31, 2001 ($23.55), and the
exercise price of such options.
15
CERTAIN CHANGE IN CONTROL ARRANGEMENTS
The Company maintains a "grantor trust" under Section 671 of the Code to provide
certain participants in designated compensation and supplemental retirement
plans with greater assurance that the benefits and payments to which those
participants are entitled under those plans will be paid. Prior to a "change of
control" of the Company (as defined in the Trust agreement), the Company has the
discretion to make contributions to the Trust. After a change in control of the
Company, the Company must transfer to the Trust the amount of the benefits
participants have earned through the date of the change in control and
thereafter continue to fund the Trust as benefits accrue. The amount held in
trust at December 31, 2001 was de minimis. The assets of the Trust are subject
to claims of the creditors of the Company in the event the Company becomes
"insolvent" as defined in the Trust agreement.
The named officers in the Summary Compensation Table are parties to agreements
whereby in the event their employment is terminated other than for cause after a
change of control or they resigned for good reason following a change of control
(i) they would receive an amount equal to 2 times (or 2.99 times in the case of
Mr. Cunningham) the sum of (a) their then current base salary and (b) their
highest annual bonus paid during the past two years and (ii) be provided health
benefits and life insurance for 2 years following such change of control.
The Incentive Plan provides for the acceleration of certain benefits in the
event of a change of control (as defined in the plan) of the Company. Upon the
occurrence of a change of control, each non-employee director option with
respect to which six months have elapsed since the date of grant, whether the
option is then exercisable or not, will be cancelled in consideration for a
payment equal to the excess of the then fair market value of the common stock
(as calculated in accordance with the Incentive Plan) over the option exercise
price. Except as may be provided in the agreement relating to the options, a
holder of any other options granted under the Incentive Plan which are not then
exercisable in full at the time of a change of control will be entitled, with
respect to the portion not then exercisable, to receive a cash payment equal to
the excess of the then fair market value of the common stock (as calculated in
accordance with the Incentive Plan) over the option exercise price.
PENSION PLANS
The executives named in the Summary Compensation Table may upon retirement be
entitled to benefits from the Belden Wire & Cable Company Pension Plan (the
"Pension Plan") and the Supplemental Excess Defined Benefit Plan of Belden Wire
& Cable Company (the "Supplemental Plan"). Benefits under the plans upon
retirement are determined based upon compensation during the employment period
and years of service.
Pursuant to the Pension Plan, the Company credits to each individual's account
thereunder 5.5% of each year's total compensation up to the Social Security wage
base for the year, plus 8% of each year's total compensation that exceeds the
Social Security wage base. For this purpose, total compensation is cash
remuneration paid by the Company to or for the benefit of a participant in the
Pension Plan for services rendered while an employee.
For the executives named in the Summary Compensation Table, the total
compensation will be computed as shown in the columns "Salary" and "Bonus" of
the Summary Compensation Table. Employees who were formerly employees of Cooper
Industries, Inc. were credited for service while employed by Cooper. Benefits
for service through August 1, 1993, were determined under the Cooper Salaried
Employees' Retirement Plan then in effect and converted to initial balances
under the Pension Plan. Funds equal to the actuarial value of the accrued
liabilities for all participants plus a pro rata portion of the Cooper plan
excess assets have been transferred from the Cooper pension trust to a trust
established by Belden for the Pension Plan.
Employees do not make any contributions to the Pension Plan. Benefits at
retirement are payable, as the participant elects, in the form of an escalating
annuity, a level annuity with or without survivorship, or a lump-sum payment.
The Company contributes to a trust fund sufficient to meet the minimum
requirements under the Internal Revenue Code ("Code") to maintain the status of
the Pension Plan as a qualified defined benefit plan.
The Supplemental Plan is an unfunded, nonqualified plan which provides to
certain employees, including those named in the Summary Compensation Table,
Pension Plan benefits that generally cannot be paid from a qualified, defined
benefit plan due to provisions of the Code.
16
PENSION BENEFITS
YEARS OF
CREDITED YEAR ESTIMATED
SERVICE AS OF INDIVIDUAL ANNUAL
JANUARY 1, REACHES BENEFIT AT
2001 AGE 65 AGE 65
------------- ---------- ----------
C. Baker Cunningham 31.5 2006 $256,000
Peter J. Wickman 21.0 2014 $113,100
Richard K. Reece 8.4 2021 $166,300
Paul Schlessman 4.8 2021 $104,800
Kevin L. Bloomfield 20.5 2016 $107,600
For each of the individuals shown in the Summary Compensation Table, the table
above shows current credited years of service, the year each attains age 65, and
the projected annual pension benefit at age 65. The projected annual pension
benefit is based on the following assumptions: benefits will be paid on a
straight-line annuity basis, continued compensation at 2001 levels and an
interest credit rate of 5.5%. Amounts payable under the Supplemental Plan are
included in the estimated annual benefit.
17
STOCK PERFORMANCE GRAPH
The graph below compares cumulative total shareholder return (assuming
reinvestment of dividends) with the cumulative total shareholder return of the
Standard & Poor's 500 Stock Index and the Standard & Poor's Electrical Equipment
Index at closing prices.
[PERFORMANCE GRAPH]
Company/Index Dec 96 Dec 97 Dec 98 Dec 99 Dec 00 Dec 01
Belden Inc 100 95.80 58.07 58.12 70.76 66.25
S&P 500 Index 100 133.36 171.48 207.56 188.66 166.24
Electrical Equipment-500 100 140.93 189.13 283.60 265.18 214.96
OTHER MATTERS
RELATIONSHIP WITH INDEPENDENT AUDITORS
During the year, the Company engaged Ernst & Young LLP ("E & Y") to perform its
annual audit and to render other services.
AUDIT FEES
E & Y billed the Company $308,050 for its audit of the Company's annual
financial statements and review of the Company's quarterly financial statements.
ALL OTHER FEES
E & Y billed the Company $940,571 for other services. Included in this amount
are (i) tax consulting and compliance services, (ii) audit-related services for
pension, statutory and internal audits and accounting and internal control
consultations, and (iii) business acquisition due diligence and integration
fees. The Company did not engage E & Y to provide advice regarding financial
information systems design and implementation.
18
The Audit Committee has concluded that the above non-audit services were
compatible with maintaining E & Y's independence as the Company's auditors.
Representatives of E & Y will be present at the Annual Meeting and will be
available to answer questions and discuss matters pertaining to the Report of
Independent Auditors contained in the 2001 Annual Report to Shareholders, which
is being mailed with this Proxy Statement to all shareholders. Representatives
of E & Y will have the opportunity to make a statement at the meeting, if they
desire to do so.
By Order of the Board of Directors
KEVIN L. BLOOMFIELD
SECRETARY
MARCH 27, 2002
19
[BELDEN LOGO]
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PROXY
BELDEN INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 2002
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Belden Inc. appoints Kevin Bloomfield,
Christopher Allen, or either of them, proxies of the undersigned with power of
substitution to vote, as designated on the reverse side of this card, all shares
which the undersigned would be entitled to vote at the Annual Meeting of
Shareholders to be held on May 7, 2002, at 11:00 a.m., in the Lewis & Clark
Room, the Saint Louis Club, 7701 Forsyth Blvd., St. Louis, Missouri, or at any
adjournment thereof, with all powers the shareholder would possess, if present,
on the matters described in the Proxy Statement dated March 27, 2002. The
shareholder revokes any proxies previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED "FOR" THE PROPOSAL (C. BAKER CUNNINGHAM
AS NOMINEE FOR DIRECTOR) AND IN THE DISCRETION OF THE PROXIES, ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
To Participants in the Belden Wire & Cable Company Retirement Savings Plan
("Plan"): The number of shares shown on the reverse side includes shares
credited to the accounts of participants in the Plan. This card, therefore, will
constitute voting instructions not only for shares held directly by participants
outside the Plan but also for shares held indirectly by participants in the
Plan. If you own shares through the Plan and do not vote, the trustee of the
Plan will vote the Plan's shares in the same proportion as shares for which
instructions were received under the Plan.
Receipt is hereby acknowledged of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated March 27, 2002, and the Annual
Report to Shareholders for the year ending December 31, 2001.
Address Changes/Comments:
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(See reverse side)
[BELDEN LOGO] VOTE BY INTERNET - WWW.PROXYVOTE.COM
BELDEN INC. Use the Internet to transmit your voting
7701 FORSYTH BLVD. instructions and for electronic delivery of
SUITE 800 information up until 11:59 P.M. Eastern Time the
ST. LOUIS, MO 63105 day before the meeting date. Have your proxy card
in hand when you access the web site. You will be
prompted to enter your 12-digit Control Number
which is located below. Follow the instructions:
- you can simply cast your vote, or
- you can cast your vote and register to
receive all future shareholder communications
electronically instead of in print. This
means that, for future annual meetings, the
annual report, proxy, and other
correspondence may be delivered to you
electronically via e-mail.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 P.M. Eastern
Time the day before the meeting date. Have your
proxy card in hand when you call. You will be
prompted to enter your 12-digit Control Number
which is located below and then follow the simple
instructions the Vote Voice provides you.
VOTE BY MALL
Mark, sign, and date your proxy card and return it
in the postage-paid envelope we have provided or
return it to Belden Inc., c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: BELDEN KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BELDEN INC.
------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE |
FOR THE PROPOSAL. |
To withhold authority to vote, mark "Except" |
and write the nominee's name on the line below.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
1. ELECTION OF DIRECTOR NOMINEE.
C. BAKER CUNNINGHAM [ ] [ ] [ ] -----------------------------------------------
IN THEIR DISCRETION, PROXIES ARE AUTHORIZED TO TRANSACT AND VOTE UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Please sign exactly as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title as such.
For address changes and/or comments, please check this box [ ]
and write them on the back where indicated.
If you plan on attending the meeting, please check box to the [ ]
right.
------------------------------------------------------- -------------------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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