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
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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MILACRON INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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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.
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Form, Schedule or Registration Statement No.:
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Date Filed:
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March 28, 2008
Dear Fellow Shareholders,
We are pleased to invite you to attend our annual meeting of
shareholders to be held at 9:00 a.m. EDT on Thursday,
May 8, 2008, at our corporate headquarters in Cincinnati,
Ohio.
This past year was a challenging one for the North American
plastics machinery industry, as industry orders fell
approximately 15% in 2007. The shakeout among U.S. auto
suppliers and the overall slowing of the U.S. economy
reduced demand for several of our products and certainly had a
negative impact on you as a shareholder.
We did not sit still in 2007. Our concerted efforts to expand in
faster-growing markets went a long way to offset the slowdown in
the U.S., as we grew sales by 27% in markets outside the U.S.,
Canada, and Western Europe.
We took aggressive action to reduce our manufacturing footprint
and cost structure in the U.S. and Western Europe, where we
closed
and/or
sold
four manufacturing facilities during the year.
We also were successful in reducing our product costs through
product redesign and global sourcing initiatives. All of these
cost-containment measures helped to improve our manufacturing
margins significantly, enabling us to generate $4.8 million
of operating earnings in 2007 versus an operating loss of
$7.2 million in 2006.
The challenges in 2008 are no less daunting. The era of cheap
oil is certainly over and the U.S. economy is in or near a
recession, which requires us to take further actions to lower
our cost structure in North America.
But we cannot simply cost cut our way to prosperity.
We need growth and so we are vigorously pursuing opportunities
in faster-growing markets, such as India and China, where we are
adding to our manufacturing capacity. Plus, we are further
strengthening our sales and service capabilities in these and
other emerging markets.
Cultivating our aftermarket sales and services remains a top
priority for us, particularly with respect to our large
installed customer base. Despite adverse market conditions, this
portion of our business continued to grow in 2007 and now
represents 36% of our total machinery segment sales.
New product development is also critical. In 2007 we introduced
machines with greater energy efficiency, mold technology for
processing bio resins, and environmentally friendly fluids, to
name just a few. And there are more on the way in 2008.
In sum, all of us at Milacron are working extremely hard to
create more value for our customers, as well as for you, our
shareholders.
We thank you for your continued support.
Sincerely,
Ronald D. Brown
Chairman, President and
Chief Executive Officer
NOTICE OF THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 2008
The Annual Meeting of the Shareholders of Milacron Inc., a
Delaware corporation (the Company), will be held at
the offices of the Company, 2090 Florence Avenue, Cincinnati,
Ohio 45206, on Thursday, May 8, 2008, at
9:00 A.M. E.T., for the following purposes:
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1.
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Election of Directors:
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(a)
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Election of one director by the holders of Common Stock, 4%
Cumulative Preferred Stock, and 6% Series B Convertible
Preferred Stock;
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(b)
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Election of six directors by the holders of 6% Series B
Convertible Preferred Stock;
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Ratification of the appointment of Ernst & Young LLP
as independent auditors of the Company for fiscal year
2008; and
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Transaction of such other business and action upon such other
matters as may properly come before the annual meeting and any
adjournment or postponement of the annual meeting.
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The Companys Board of Directors has fixed the close of
business on March 12, 2008, as the record date for
determining the shareholders entitled to notice of, and to vote
at, the Annual Meeting of Shareholders.
It is important that your shares be represented and voted
whether or not you plan to attend the meeting. Please mark,
sign, and date the enclosed proxy card and return it promptly in
the accompanying envelope. If you are a shareholder of record
(your shares are in your name), then you also may submit your
proxy via the telephone by accessing the toll-free number
indicated on your proxy card or via the internet by accessing
the worldwide website indicated on your proxy card. If you
attend the meeting, then you may revoke your proxy and vote your
shares in person. Your attention is directed to the enclosed
Proxy Statement.
By order of the Board of Directors,
Hugh C. ODonnell
Senior Vice President,
General Counsel and Secretary
Cincinnati, Ohio,
March 28, 2008
TABLE OF
CONTENTS
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MILACRON
INC.
2090 Florence Avenue
Cincinnati, Ohio 45206
PROXY
STATEMENT
ANNUAL MEETING OF
SHAREHOLDERS
This proxy statement (the Proxy Statement) and the
accompanying form of proxy card are being mailed to shareholders
beginning on or about March 28, 2008, in connection with
the solicitation by the Board of Directors (the
Board) of Milacron Inc., a Delaware corporation (the
Company), of proxies to be used at the Annual
Meeting of Shareholders to be held on May 8, 2008 (the
Annual Meeting), and any adjournment or postponement
thereof.
The Board has fixed the close of business on March 12,
2008, as the record date (the Record Date) for
determining the shareholders entitled to notice of, and to vote
at, the Annual Meeting. Shareholders of record of the
Companys common stock, par value $.01 per share
(Common Stock), the Companys 6% Series B
Convertible Preferred Stock, par value $.01 per share
(Series B Preferred Stock), and the
Companys 4% Cumulative Preferred Stock, par value $100 per
share (4% Preferred Stock), at the close of business
on the Record Date, are entitled to notice of, and to vote at,
the Annual Meeting and any adjournment or postponement thereof.
On the Record Date, there were outstanding 5,493,223 shares
of Common Stock, 500,000 shares of Series B Preferred
Stock, and 6000 shares of 4% Preferred Stock.
At the Annual Meeting, (A) all holders of Common Stock,
Series B Preferred Stock, and 4% Preferred Stock will
consider and vote upon, among other matters, (i) the
election of one director to the Board (the Nominated
Company Director), and (ii) the ratification of the
appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year 2008 (Auditor
Ratification), and (B) the holders of the
Series B Preferred Stock, voting separately as a class,
will consider and vote upon the election of six directors to the
Board (the Nominated Series B Directors).
VOTING
PROCEDURES
All shares of Common Stock, Series B Preferred Stock, and
4% Preferred Stock represented at the Annual Meeting and any
adjournment or postponement thereof by a proxy that has not been
revoked will be voted at the Annual Meeting and any adjournment
or postponement thereof. A shareholder who has given a proxy may
revoke it at any time before it is voted (i) by voting in
person at the Annual Meeting or any adjournment or postponement
thereof, (ii) by giving a written notice of revocation to
the Secretary of the Company at 2090 Florence Avenue,
Cincinnati, Ohio 45206, or (iii) by giving a later dated
proxy.
If a choice has been specified by a shareholder on such
shareholders proxy card with respect to any matter to be
voted on at the Annual Meeting, the shares represented by such
proxy will be voted or withheld from voting accordingly. If no
choice is so specified, the shares will be voted FOR the
election of the Nominated Company Director, FOR the election of
the Nominated Series B Directors, and FOR the ratification
of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year 2008.
Each share of Common Stock entitles the holder thereof to one
vote. Each share of 4% Preferred Stock entitles the holder
thereof to 24 votes. Each share of Series B Preferred Stock
entitles the holder thereof to the number of votes equal to the
number of shares of Common Stock into which such shares of
Series B Preferred Stock could be converted as of the
Record Date in accordance with the Certificate of
Designation of Voting Powers, Designation, Preferences and
Relative, Participating, Optional and Other Special Rights, and
Qualifications, Limitations and Restrictions of 6% Series B
Convertible Preferred Stock of Milacron Inc. (Certificate
of Designation).
For purposes of exercising the pass through voting rights for
participants in the Companys employee benefit plans and
related IRA rollover accounts, each participant having shares of
Common Stock credited to his or her account will receive a
voting instruction form to be returned to the Trustee of the
benefit plan with his or her voting instructions. The Trustee
will vote plan shares that are not signed and returned (or
otherwise voted) in the same proportion as shares that are voted
with respect to each plan.
The presence, in person or by proxy, at the Annual Meeting of
holders of shares of Common Stock, Series B Preferred
Stock, and 4% Preferred Stock entitled to exercise a majority of
the total voting power of the Companys outstanding stock
shall constitute a quorum for all matters other than the
election of the Nominated Series B Directors. For purposes
of voting on the election of the Nominated Series B
Directors, the presence, in person or by proxy, at the Annual
Meeting of the holders of shares of the Series B Preferred
Stock entitled to exercise a majority of the voting power of
such Series B Preferred Stock shall constitute a quorum.
Abstentions as well as broker non-votes will be counted toward
the establishment of the quorum. Abstentions will have the same
effect as a vote against any proposal other than the election of
directors, as to which a withheld vote will have no effect.
Broker non-votes will have no effect on approval of any proposal.
ELECTRONIC ACCESS
TO PROXY MATERIALS AND ANNUAL REPORT
Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to Be Held on May 8,
2008: The Companys 2008 Annual Report to Shareholders and
this Proxy Statement are available at
www.milacron.com
in accordance with the rules of the SEC.
Shareholders of record and plan participants who would like to
view future proxy materials and annual reports over the internet
instead of receiving copies in the mail should indicate the same
by following the instructions on the enclosed proxy card. Those
holding shares through a bank, broker, nominee, or other holder
may also have the opportunity to receive future proxy statements
and annual reports electronically and should read the
information provided by that entity for instructions.
PROXY
SOLICITATION
Under applicable SEC regulations, each member of the Board,
certain officers and employees of the Company, and certain other
persons may be deemed to be participants in the
Companys solicitation of proxies in connection with the
Annual Meeting. For information with respect to such
participants, please refer to (i) the information set forth
under the heading Directors and Director Nominees,
and (ii) the information set forth under the heading
Share Ownership of Directors and Executive Officers.
Proxies may be solicited by mail, advertisement, telephone, via
the internet, in person, through public statements, and press
releases. Solicitations may be made by directors, officers,
investor relations personnel, and other employees of the
Company, none of whom will receive additional compensation for
such solicitations. Arrangements will also be made with
brokerage firms and other custodians, nominees, and fiduciaries
to forward proxy solicitation material to certain beneficial
owners of Common Stock and 4% Preferred Stock, and the Company
will reimburse such brokerage firms, custodians, nominees, and
fiduciaries for reasonable out-of-pocket expenses incurred by
them in connection therewith. Costs related to the solicitations
of proxies will be borne by the Company and include expenditures
for printing, postage, legal, accounting, financial advisory,
public relations, soliciting, advertising, and related expenses.
In addition, the Company has retained Innisfree M&A
Incorporated
2
(Innisfree) to provide solicitation and advisory
services in connection with the solicitation of proxies for the
Annual Meeting. Innisfree will receive a fee estimated at
$8,500, plus reasonable out-of-pocket expenses. The agreement
between the Company and Innisfree provides for customary
indemnification by the Company of Innisfree and its directors,
officers, employees, and affiliates against certain liabilities
and expenses related to its role in the solicitation.
CHANGE IN
OWNERSHIP OF SERIES B PREFERRED STOCK
On October 2, 2007, Ohio Plastics, LLC (Ohio
Plastics), a wholly-owned affiliate of Bayside Capital,
Inc. (Bayside), purchased all of the Series B
Preferred Stock held by Glencore Finance AG
(Glencore), amounting to 287,500 shares or
57.5% of the outstanding Series B Preferred Stock. Holders
of Series B Preferred Stock have the ability to elect a
majority of the Companys board of directors. Ohio Plastics
paid $17,937,500 for Glencores Series B Preferred
Stock at closing. The transaction was a private transaction
between Ohio Plastics and Glencore and the Company is not aware
of the source of funds utilized by Ohio Plastics.
PROPOSAL 1:
ELECTION OF DIRECTORS
At the Annual Meeting, holders of shares of Common Stock,
Series B Preferred Stock, and 4% Preferred Stock will
consider and vote together as a single class upon the election
to the Board of one director for a three-year term. The Board
has nominated Larry D. Yost (the Nominated Company
Director) for re-election as such director.
Also at the Annual Meeting, holders of the Series B
Preferred Stock will consider and vote separately as a class
upon the election to the Board of six Nominated Series B
Directors as defined below. The Board has nominated the
following persons for re-election to the following terms as
Series B Directors: John P. Bolduc and Tiffany F. Kosch,
each for a three-year term; John B. Caple, Jason T. Eglit, and
Lewis J. Schoenwetter, each for a two-year term; and Matthew S.
Sanford for a one-year term.
Directors are elected by plurality vote. Votes withheld from the
election of directors, as well as proxies as to which authority
to vote is withheld from brokers, will be counted toward the
establishment of a quorum, but will have no effect on the
outcome of the election of directors.
Under the Companys By-Laws, the Board is to consist of a
number fixed by the Board, and is not to be less than eight nor
more than 15 members. Currently, the authorized number of
directors is set at 13, divided among three classes, each with a
term of three years. However, the Board has determined to reduce
the number of directors from 13 to 11, subject to and in
compliance with the requirements set forth in the Certificate of
Designation, effective upon the election of directors at the
Annual Meeting. Mr. Mnaymneh was elected in November 2007
to fill a vacancy on the Board. Although he was elected to fill
a vacancy in the class of 2009, the Companys By-Laws
require that any director elected by the Board to fill a vacancy
on the Board stand for re-election at the next annual
shareholder meeting if his or her service on the Board is to
continue thereafter. Mr. Turner was elected in 2005 for a
three-year term which expires at the Annual Meeting. Neither
Mr. Mnaymneh nor Mr. Turner will be standing for
re-election at the Annual Meeting. Assuming that the Nominated
Company Director and the Nominated Series B Directors are
elected at the Annual Meeting and that no other directors are
elected, following the Annual Meeting, the Board will consist of
five directors elected by all holders of the Companys
voting stock that, at the time of each such directors
election, voted together as a class (the Company
Directors) and six directors elected by holders of the
Series B Preferred Stock that, at the time of each such
directors election, voted separately as a class (the
Series B Directors). Pursuant to the
Certificate of Designation, the holders of the Series B
Preferred Stock have the right to elect a number of directors to
the Board proportionate to the percentage of the Companys
fully diluted Common Stock represented by the Series B
Preferred Stock on an as-converted basis, rounded up to the
nearest whole number (up to a maximum
3
equal to two-thirds of the total number of directors, less one).
As of March 12, 2008, such rights entitled the holders of
the Series B Preferred Stock to elect seven of the 13
members of the Board and following the reduction of the number
of directors from 13 to 11 effective at the Annual Meeting, such
rights shall entitle the holders of the Series B Preferred
Stock to elect six of the 11 members of the Board.
All Series B Directors must meet the requirements of the
definition of independent under the rules of the
NYSE. In addition, no Series B Director will be entitled to
vote in any action by the Board with respect to an exercise of
the Companys option to redeem shares of the Series B
Preferred Stock. The Certificate of Designation provides that
one officer or employee of Ohio Plastics and its affiliates and
associates will be exempted from the requirement that
Series B Directors be independent under the
rules of the NYSE. Each of the Series B Directors is
employed by H.I.G. Capital, an affiliate of Ohio Plastics, which
owns a majority of the Series B Preferred Stock.
The persons named as proxies on the enclosed proxy card (the
Proxy Committee) intend to vote (unless authority to
do so is withheld) (i) for the election of the Nominated
Company Director, Larry D. Yost, for a three-year term, and
(ii) for the election of the six Nominated Series B
Directors as follows: John P. Bolduc and Tiffany F. Kosch, each
for a three-year term; John B. Caple, Jason T. Eglit, and Lewis
J. Schoenwetter, each for a two-year term; and Matthew S.
Sanford for a one-year term. All nominees have consented to
being named as such and to serve if elected.
In the unexpected event that, prior to the election, one or more
of the nominees shall be unable to serve, the Proxy Committee
will vote for the election of such substitute nominees as the
Board may propose.
THE BOARD
RECOMMENDS
THAT YOU VOTE FOR THE BOARDS NOMINEES
4
DIRECTORS AND
DIRECTOR NOMINEES
The following information is furnished with respect to each
nominee for election as a director and for each other person
whose term of office as a director will continue after the
Annual Meeting, other than Messrs. Mnaymneh and Turner, who
will not be standing for re-election at the Annual Meeting:
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SALLIE B. BAILEY
Director since 2004
Age 48
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Member: Audit Committee
Term expires 2009
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Ms. Bailey is Vice President and Chief Financial Officer of
Ferro Corporation, a manufacturer of specialty chemicals, and
has served in that capacity since January 2007. Prior thereto,
she was Senior Vice President-Finance and Controller of The
Timken Company, Canton, Ohio a global manufacturer of
highly-engineered bearings and alloy steels, from January 2003
to December 2006, and Corporate Controller from April 2001 to
January 2003. Ms. Bailey is a Company Director.
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JOHN P. BOLDUC
Director since October 3, 2007
Age 43
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Member: Nominating and Corporate
Governance Committee
Personnel and Compensation
Committee
Nominee for three-year term
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Mr. Bolduc is a Managing Director at H.I.G. Capital, a leading
global private equity investment firm, and has served in that
capacity since 1993. Mr. Bolduc is a Nominated Series B Director.
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RONALD D. BROWN
Director since 1999
Age 54
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Term expires 2009
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Mr. Brown is Chairman, President and Chief Executive Officer of
the Company. He has served as Chairman and Chief Executive
Officer since June 2001. Prior thereto, he was President and
Chief Operating Officer from September 1999 to June 2001. He is
a director of A.O. Smith Corporation. Mr. Brown is a Company
Director.
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JOHN B. CAPLE
Director since October 3, 2007
Age 38
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Nominee for two-year term
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Mr. Caple is an investment professional at H.I.G. Capital, a
leading global private equity investment firm, and has served in
that capacity since 2005. Prior thereto, he was a Manager at
Bain & Company, a management consulting firm, from
September 1998 to December 2004. Mr. Caple is a Nominated
Series B Director.
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JASON T. EGLIT
Director since December 3, 2007
Age 36
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Member: Nominating and Corporate
Governance Committee
Nominee for two-year term
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Mr. Eglit is an investment professional at H.I.G. Capital, a
leading global private equity investment firm, and has served in
that capacity since January 2007. From September 2005 to
December 2006, he was Vice President of Operations and Finance
with AdvancePath Academics, an educational venture firm. Prior
thereto, he was a Manager at Bain & Company, a management
consulting firm, from 2000 to 2005. Mr. Eglit is a Nominated
Series B Director.
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TIFFANY F. KOSCH
Director since October 3, 2007
Age 38
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Member: Nominating and Corporate
Governance Committee
Personnel and Compensation
Committee
Nominee for three-year term
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Ms. Kosch is a Managing Director at H.I.G. Capital, a leading
global private equity investment firm, and has served in that
capacity since 2007. From 2004 to 2007, she was an investment
professional at H.I.G. Capital. Prior thereto, she was a
Director at Levine Leichtman Capital Partners, an investment
firm, from 2002 to 2004. Ms. Kosch is a Nominated Series B
Director.
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DONALD R. McILNAY
Director since 2006
Age 57
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Member: Nominating and Corporate
Governance Committee
Personnel and Compensation
Committee
Term expires 2010
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Mr. McIlnay is Senior Vice President, President Industrial Tools
Group and Emerging Markets of The Stanley Works, New Britain,
Connecticut, a worldwide manufacturer of tools, hardware and
specialty hardware products, and has served in that capacity
since 2006. He was Senior Vice President, President Tools Group
from 2004 to 2006; Vice President, President Stanley Doors
Division from 2003 to 2004; and President, Consumer Sales
Americas from 1999 to 2003. Mr. McIlnay is a Company Director.
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SAMI W. MNAYMNEH
Director since November 9, 2007
Age 46
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Mr. Mnaymneh is a co-founding Partner of H.I.G. Capital, a
leading global private equity investment firm, and has served in
that capacity since August 1993. Mr. Mnaymneh is a Series
B Director.
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MATTHEW S. SANFORD
Director since November 9, 2007
Age 38
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Nominee for one-year term
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Mr. Sanford is a Managing Director at H.I.G. Capital, a leading
global private equity investment firm, and has served in that
capacity since 2006. From 2000 to 2006, he was an investment
professional at H.I.G. Capital. Mr. Sanford is a Nominated
Series B Director.
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LEWIS J. SCHOENWETTER
Director since October 3, 2007
Age 37
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Nominee for two-year term
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Mr. Schoenwetter is a Managing Director at H.I.G. Capital, a
leading global private equity investment firm, and has served in
that capacity since 2006. From 2003 to 2006, he was an
investment professional at H.I.G. Capital. Prior thereto, he
was a Director at Levine Leichtman Capital Partners, an
investment firm, from 1999 to 2003. He is a director of SECURUS
Technologies, Inc. Mr. Schoenwetter is a Nominated Series B
Director.
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MARK L. SEGAL
Director since 2004
Age 43
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Member: Audit Committee
Term expires 2009
|
Mr. Segal is Chief Financial Officer of Spin Master Ltd.,
Toronto, Canada, a designer, developer, manufacturer and
marketer of consumer products for children, and has served in
that capacity since September 2001. He was Vice President,
Corporate Treasurer of Norigen Communications Inc., from
February 2000 to August 2001 and Director, Treasury and Finance
of Husky Injection Molding Systems Ltd. from February 1997 to
February 2000. Mr. Segal is a Company Director.
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CHARLES F. C. TURNER
Director since 2002
Age 47
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Member: Audit Committee
Nominating and Corporate
Governance Committee
Term expires 2008
|
Mr. Turner has been President, Conklin Group, LLC, a real estate
holding and management company, since 2002. Prior to his
election to the Board in 2002, he had served in various
capacities at the Company, his last position being Group
Director of Information Technology for the Companys
Plastics Technologies Group. Mr. Turner is a great-grandson of
Fred A. Geier, one of the founders of the Company, and a nephew
of the late James A.D. Geier, a former director and chief
executive officer of the Company. Mr. Turner is a Company
Director.
8
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LARRY D. YOST
Director since 2004
Age 70
|
|
Member: Nominating and Corporate
Governance Committee
Personnel and Compensation
Committee
Nominee for three-year term
|
Mr. Yost is Lead Director of the Board of Directors of
Kennametal, Inc., Latrobe, Pennsylvania, a global supplier of
tooling, engineered components and advanced materials consumed
in production processes, and has served in that capacity since
January, 2008. Prior thereto, he was Chairman of the Board of
Directors of Kennametal, Inc. from January 2007 until January
2008. He was Chairman and Chief Executive Officer of
ArvinMeritor, Inc., a global supplier of components and systems
for commercial, specialty, and light vehicle original equipment
manufacturers and related aftermarkets, from October 1997 until
he retired from that position in August, 2004. He is a director
of Kennametal, Inc., Intermec, Inc., and Actuant Corporation.
Mr. Yost is a Nominated Company Director.
9
GOVERNANCE OF THE
COMPANY
Corporate
Governance Practices
The Board, its committees and the Companys management
strive to perform and fulfill their respective duties and
obligations in a responsible and ethical manner. The following
governance practices provide the framework in which to so act:
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The Board and the Audit, Nominating and Corporate Governance,
and Personnel and Compensation Committees each perform annual
self evaluations.
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All members of the Audit Committee, the Nominating and Corporate
Governance Committee, and the Personnel and Compensation
Committee are independent, as defined by the SEC and the
New York Stock Exchange (the NYSE).
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All but one of the directors are non-employee directors.
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The Board has a policy requiring that a director submit his or
her resignation from the Board upon a change in such
directors principal professional occupation, but in any
event no later than his or her
72
nd
birthday
unless otherwise approved by the Board.
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The Company practices full and timely disclosure of material
information. The Company provides detailed quarterly and annual
financial information on its website at
www.milacron.com
.
The Chief Executive Officer and Chief Financial Officer of the
Company certify quarterly and annual financial reports filed
with the SEC.
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The Company has adopted a comprehensive Code of Conduct for all
employees and directors and a Code of Ethics for senior
financial officers. The Code of Conduct and Code of Ethics can
be found on the Companys website.
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A confidential telephone hotline for anonymous reporting of
complaints and concerns has been in place since 1994.
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The Board has adopted a set of Corporate Governance Guidelines
which, together with the Companys certificate of
incorporation, by-laws and charters of the various committees,
provide the foundation of the Companys governance. The
Corporate Governance Guidelines can be found on the
Companys website.
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At each of its regularly scheduled meetings, the Board meets in
executive sessions which include only non-employee directors.
During the executive session at the first regularly scheduled
board meeting each calendar year, the non-employee directors
elect a presiding director whose responsibilities include
setting the agenda for, and leading, the executive sessions.
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Shareholders and interested parties desiring to communicate with
the Board or with any specified individual director(s) may send
such correspondence to the attention of Hugh C. ODonnell,
Secretary, Milacron Inc., 2090 Florence Avenue, Cincinnati, Ohio
45206. All such correspondence to the Board or a director should
be sealed in a separate envelope and clearly marked
Confidential. The Secretary will directly forward
the communication unopened to the presiding director or
non-management directors, as appropriate.
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The Board considers attendance by directors at the
Companys annual shareholder meetings to be an important
governance practice, though no formal attendance policy exists.
Eight directors attended the Companys 2007 annual meeting
of shareholders.
|
10
Board Meetings
and Committees
The Board held thirteen meetings in 2007. No director attended
fewer than 96% of the aggregate of the total number of meetings
of the Board and all committees on which he or she served.
The Company is committed to a Board with a majority of
independent directors. As described in the Corporate Governance
Guidelines available on the Companys website, we apply the
NYSE rules to determine director independence. The Nominating
and Corporate Governance Committee annually evaluates the
independence of each director and makes recommendations to the
Board. As part of this process, the Committee reviews the
detailed Directors and Officers Questionnaires
completed annually by each director, which require disclosure of
any related party transaction. In applying the NYSE rules, the
Committee also evaluates any other commercial, industrial,
banking, consulting, legal, accounting, charitable, and familial
relationships between the directors and the Company. The Board
has determined that all current non-employee directors and all
former non-employee directors listed in the 2007 Director
Compensation Table in the section entitled Director
Compensation below, except Steven N. Isaacs, meet the SEC
and NYSE independence requirements. Mr. Isaacs resigned
from the Board on December 3, 2007. Mr. Brown is
considered a management director by virtue of his position as an
executive officer of the Company.
The Board has established five committees: Audit Committee,
Personnel and Compensation Committee, Nominating and Corporate
Governance Committee, Finance Committee (dissolved on
May 2, 2007), and Special Committee (formed on July 3,
2007, and dissolved effective October 1, 2007).
Audit
Committee
The Audit Committee is composed of three non-employee directors.
The Board has determined that (A) each of Sallie B. Bailey,
Mark L. Segal, and Charles F.C. Turner, being all the members of
the Audit Committee, (i) meets the independence
requirements of the SEC and the NYSE, and (ii) is
financially literate within the meaning of the NYSE rules, and
(B) each of Ms. Bailey and Mr. Segal qualifies as
an audit committee financial expert as defined by
the SEC. The Audit Committee assists the Board in fulfilling its
fiduciary responsibilities as to accounting policies and
reporting practices of the Company and the sufficiency of
auditing relative thereto. The Committee is the Boards
principal agent for evaluating the quality of internal audit,
the independence and qualifications of the Companys
independent auditors, the integrity of management, the
Companys compliance with legal and regulatory
requirements, and the adequacy of disclosures to shareholders.
The Committee is directly responsible for the appointment,
compensation, and oversight of the work of the independent
auditors. The Committee pre-approves all non-audit services
performed by the independent auditor. The Committee meets with
members of management, the independent auditors and the internal
auditors, both together and privately, to review the quarterly
and annual financial statements, audit coverage and results, the
adequacy of internal accounting controls, and the quality of
financial reporting. The duties and responsibilities of the
Audit Committee are set forth in its charter, which has been
approved by the Board and is available on the Companys
website at www.milacron.com. The Committee held seven meetings
in 2007.
The foregoing description of the Audit Committee and the
Report of the Audit Committee included as part of
this proxy statement shall not be deemed incorporated by
reference by any general statement incorporating this proxy
statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
Personnel and
Compensation Committee
The Personnel and Compensation Committee is composed of four
non-employee directors. Each member of the Committee is
independent, as defined by the SEC and the listing standards of
the NYSE. The Committee reviews and approves goals and
objectives relevant to the CEOs compensation,
11
evaluates the CEOs performance in light of those goals and
objectives, and sets the CEOs total compensation level
based on this evaluation, which is reviewed with all independent
members of the Board. The Committee also reviews and approves
compensation for senior executives as well as incentive
compensation plans, equity compensation plans and qualified and
non-qualified retirement plans. The Committee annually reviews
and approves a management succession plan to assure orderly
transition and has sole authority regarding retention, fees and
termination of any outside consulting firm assisting in the
evaluation of CEO or senior executive compensation. The duties
and responsibilities of the Personnel and Compensation Committee
are set forth in its charter, which has been approved by the
Board and is available on the Companys website at
www.milacron.com. The Committee held six meetings in 2007. The
Report of the Personnel and Compensation Committee is included
as part of this proxy. For more information concerning the
Committees processes and procedures for the consideration
and determination of executive compensation, see section
entitled Executive Compensation below.
Nominating and
Corporate Governance Committee
The Nominating and Corporate Governance Committee is composed of
six non-employee directors. Each member of the Committee is
independent, as defined by the SEC and NYSE. The Committee
assists the Board by identifying qualified candidates for
election to the Board, and develops, recommends and annually
reviews criteria for the selection of directors and corporate
governance guidelines for the Company. The Committee also
reviews and approves the compensation of all non-employee
directors of the Company based upon competitive market
conditions and the overall strategy of the Company. The duties
and responsibilities of the Nominating and Corporate Governance
Committee are set forth in its charter, which has been approved
by the Board and is available on the Companys website at
www.milacron.com. The Committee held eight meetings in 2007. The
Report of the Nominating and Corporate Governance Committee is
included as part of this proxy.
The Nominating and Corporate Governance Committee will consider
candidates recommended by shareholders, directors, officers,
third party search firms, and other sources for nominations as a
director. The Committee considers the needs of the Board and
evaluates each recommended candidate in light of, among other
things, the candidates qualifications which are identified
in the Corporate Governance Guidelines and the Criteria for
Selecting Candidates for the Board of Directors, both of which
can be found on the Companys website at
www.milacron.com
. The Company believes that one or more
directors should have such financial expertise as to qualify as
an audit committee financial expert as defined by
the SEC. In summary, all shareholder recommended candidates
should possess the highest personal and professional ethics and
integrity as well as substantial and broad senior management
experience
and/or
expertise. Recommended candidates should be free of any conflict
of interest, financially literate, independent, and willing to
devote sufficient time to carrying out
his/her
duties and responsibilities effectively.
A shareholder recommendation of a candidate for director should
be sent by mail to the Chairperson, Nominating and Corporate
Governance Committee,
c/o Secretary,
Milacron Inc., 2090 Florence Avenue, Cincinnati, Ohio
45206-2425.
Shareholder recommendations must be received no later than the
date for submission of shareholder proposals generally.
The recommendation letter must, at a minimum, provide the
shareholders name, address, number and class of shares
owned; the candidates biographical information, including
name, residential and business address, telephone number, age,
education, accomplishments, employment history (including
positions held and current position), and current and former
directorships; and the shareholders opinion as to whether
the recommended candidate meets the definitions of
independent, financially literate, and
financial expert under the NYSE and SEC rules. The
recommendation letter must also provide information that would
be required to be disclosed in the solicitation of proxies for
election of directors under federal securities laws. The
shareholder must include the recommended candidates
statement that
he/she
meets
the requirements and those identified on the Companys
website; is willing to complete the
12
questionnaire required of all officers and directors; will
provide such other information as the Committee may reasonably
request, and consents to being named in the proxy statement as a
nominee and to serving on the Board if elected. Additional
requirements for such recommendation letters are set forth in
the Companys By-Laws.
Finance
Committee
The Finance Committee was composed of five non-employee
directors. The Finance Committee reviewed management
recommendations relating to the capital structure, acquisitions
and divestitures, allocation of assets and risk management, and
oversaw managements fiduciary responsibility for the
Companys defined benefit and defined contribution plans.
The Committee held three meetings in 2007, and was dissolved on
May 2, 2007.
Special
Committee
The Special Committee was formed by the Board effective
July 3, 2007, for the purpose of reviewing the proposed
transaction between Glencore and Ohio Plastics described above
in the section titled Change in Ownership of Series B
Preferred Stock, and taking whatever actions it deemed
advisable in relation to such proposed transaction. The
Committee, composed of seven non-employee directors, held nine
meetings in 2007, and was dissolved effective October 1,
2007.
Shareholder
Meetings: Conducting Business and Notice
At any meeting of the shareholders, only such business may be
conducted as shall have been brought before the meeting by or at
the direction of the Board or by any shareholder who is entitled
to vote with respect thereto and who has given timely notice
thereof in writing to the Secretary of the Company not later
than the close of business on the 90th day, nor earlier
than the close of business on the 120th day, prior to the
first anniversary of the preceding years annual meeting
(provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than
70 days after such anniversary date, notice by the
shareholder must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and
not later than the close of business on the later of the
90th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of
such meeting is first made by the Company). In no event will the
public announcement of an adjournment or postponement of an
annual meeting commence a new time period (or extend any time
period) for the giving of a shareholders notice as
described above. Notice requirements for shareholder proposals
at the 2009 Annual Meeting are provided in the section entitled
Shareholder Proposals for the 2009 Annual Meeting of
Shareholders below.
DIRECTOR
COMPENSATION
Except as otherwise provided in the Director Fee Agreement
described below, the Companys compensation program for its
non-employee directors consists of the following elements:
Cash
Component
Each non-employee director receives cash payments as follows:
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an annual cash retainer of $25,000;
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a fee of $1,500 for each Board and each Committee meeting
attended, either personally or via telephone conference call;
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Chairpersons of the Finance Committee, Nominating and Corporate
Governance Committee, and Personnel and Compensation Committee
receive an additional retainer of $4,000 per year;
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13
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Chairperson of the Audit Committee receives an additional
retainer of $7,000 per year; and
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The Presiding Director receives an additional annual retainer of
$20,000.
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Equity
Component
Each non-employee director receives annual equity compensation
with an aggregate value of $40,000, consisting of the following:
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An annual credit of deferred stock units worth $10,000 to his or
her deferral sub-account under the Milacron Inc. Director
Deferred Compensation Plan. The number of deferred stock units
is based on the fair market value of Common Stock on the last
trading day of the prior calendar year and is pro-rated for
those directors who join or leave the Board during the year. In
general, the deferred stock units vest pro-rata on a daily
basis. The vested deferred stock units are payable following
termination of service with the Board, in the form of cash,
shares of Common Stock, or a combination of the two, as selected
by the director.
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An annual amount of equity value equal to $30,000 in the form
determined annually by the Board of Directors at its first
regularly scheduled board meeting each calendar year.
|
In addition to the above, each individual who is first elected
to the Board of Directors receives an award equal to 200
restricted shares, which vests on the third anniversary of the
effective date of such individuals election to the Board.
Other
Compensation
Each non-employee director may elect to be covered by a
$100,000 company-paid group term life insurance. The
premiums for this life insurance are paid for by the Company.
Director Fee
Agreement
Pursuant to the Director Fee Agreement between the Company and
Bayside, those non-employee directors appointed by Bayside,
identified in the footnotes to the 2007 Director
Compensation Table, below, are not entitled to the compensation
otherwise payable to the Companys non-employee directors
in accordance with the cash portion and the equity compensation
portion of the Companys non-employee director compensation
program described in this section of the proxy statement. In
lieu of providing such compensation to those non-employee
directors appointed by Bayside, the Director Fee Agreement
provides for the following compensation to be paid to Bayside as
provided below:
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The annual cash retainer, meeting fees, and the applicable
committee fees and presiding director fees that would otherwise
be payable to a non-employee director appointed by Bayside will
be paid directly to Bayside.
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The grant date fair market value of deferred stock units and
restricted stock units that would otherwise be credited to
accounts under the Milacron Inc. Director Deferred Compensation
Plan on behalf of those non-employee directors appointed by
Bayside, will be credited, respectively, to a deferred cash
account and a restricted cash account maintained by the Company.
Amounts credited to the deferred cash account will be paid in
cash to Bayside within ten calendars days following the calendar
year in which such grant is made. The amounts credited to the
deferred cash account are credited with interest at a rate equal
to 110% of the long-term applicable federal rate. Amounts
credited to the restricted cash account will vest in accordance
with the same vesting requirements applicable to the restricted
stock units (excluding any death, disability or retirement
provisions) and will be paid in cash to Bayside within
10 days of vesting.
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The grant date fair value of all other equity compensation that
would otherwise be granted to a non-employee director appointed
by Bayside will be credited to a restricted cash account
maintained by
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14
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the Company. The amounts so credited shall be subject to the
same vesting requirements otherwise applicable to the related
equity grant (excluding any death, disability or retirement
provisions) and the amounts shall be paid in cash to Bayside
within 10 days of vesting.
|
2007 Director
Compensation
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Fees Earned or
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|
All Other
|
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Paid in Cash
|
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Stock Awards
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Option Awards
|
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Compensation
|
|
|
Total
|
|
Name
|
|
($)
(1)
|
|
|
($)
(2)(3)
|
|
|
($)
(3)(4)
|
|
|
($)
(5)
|
|
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($)
|
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Sallie B. Bailey
|
|
|
56,500
|
|
|
|
17,550
|
|
|
|
|
|
|
|
180
|
|
|
|
74,230
|
|
John P.
Bolduc
(6)
|
|
|
2,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,493
|
|
Milos
Brajovic
(7)
|
|
|
20,629
|
|
|
|
4,459
|
|
|
|
|
|
|
|
45
|
|
|
|
25,133
|
|
David L.
Burner
(7)
|
|
|
38,225
|
|
|
|
29,411
|
|
|
|
992
|
|
|
|
635
|
|
|
|
69,263
|
|
John B.
Caple
(6)
|
|
|
2,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,493
|
|
Norman
Cohen
(9)
|
|
|
14,379
|
|
|
|
1,748
|
|
|
|
|
|
|
|
|
|
|
|
16,127
|
|
H. Christopher
DeCotiis
(7)
|
|
|
28,129
|
|
|
|
5,070
|
|
|
|
|
|
|
|
|
|
|
|
33,199
|
|
Jason
Eglit
(6)
|
|
|
795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
795
|
|
Steven N.
Isaacs
(10)
|
|
|
29,500
|
|
|
|
(7,995
|
)
|
|
|
992
|
|
|
|
120
|
|
|
|
22,617
|
|
Mark R.
Jacobson
(8)
|
|
|
20,871
|
|
|
|
1,642
|
|
|
|
|
|
|
|
|
|
|
|
22,513
|
|
Tiffany F.
Kosch
(6)
|
|
|
2,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,493
|
|
Donald R. McIlnay
|
|
|
53,511
|
|
|
|
8,004
|
|
|
|
|
|
|
|
|
|
|
|
61,515
|
|
Sami
Mnaymneh
(6)(11)
|
|
|
1,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,479
|
|
Matthew
Sanford
(6)
|
|
|
1,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,479
|
|
Eric
Schneider
(9)
|
|
|
34,371
|
|
|
|
2,037
|
|
|
|
|
|
|
|
|
|
|
|
36,408
|
|
Lewis J.
Schoenwetter
(6)
|
|
|
2,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,493
|
|
Mark L. Segal
|
|
|
70,745
|
|
|
|
18,672
|
|
|
|
|
|
|
|
120
|
|
|
|
89,537
|
|
Dr. Joseph A.
Steger
(7)
|
|
|
33,470
|
|
|
|
29,411
|
|
|
|
992
|
|
|
|
1,030
|
|
|
|
64,903
|
|
Duane K.
Stullich
(8)
|
|
|
55,000
|
|
|
|
(10,857
|
)
|
|
|
|
|
|
|
90
|
|
|
|
44,233
|
|
Thomas T.
Thompson
(8)
|
|
|
31,371
|
|
|
|
1,642
|
|
|
|
|
|
|
|
|
|
|
|
33,013
|
|
Charles F. C.
Turner
(11)
|
|
|
70,159
|
|
|
|
25,583
|
|
|
|
992
|
|
|
|
180
|
|
|
|
96,914
|
|
Brent C.
Williams
(8)
|
|
|
32,871
|
|
|
|
1,642
|
|
|
|
|
|
|
|
|
|
|
|
34,513
|
|
Larry D. Yost
|
|
|
95,000
|
|
|
|
21,856
|
|
|
|
|
|
|
|
1,524
|
|
|
|
118,380
|
|
|
|
|
(1)
|
|
Includes amounts earned from the
annual retainer, Board meeting fees, Committee meeting fees and
Chairperson fees. In addition, Mr. Yost also received a
retainer associated with his role as Presiding Director. These
amounts were earned and paid in 2007.
|
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(2)
|
|
Amounts included in the Stock
Awards column reflect the aggregate dollar amount of
expense recognized for financial statement reporting purposes
for 2007 with respect to outstanding deferred stock units,
restricted stock units, and restricted stock awards, and
includes amounts attributable to awards granted in prior years.
The aggregate dollar amount was determined in accordance with
Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based
Payment (FAS 123R), but without regard to any
estimate of forfeitures related to service-based vesting. See
Note to the Consolidated Financial Statements contained in the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2007 (2007 Annual
Report) captioned Share-Based Compensation for
an explanation of the assumptions made by the Company in the
valuation of these awards.
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(a)
|
|
The negative values shown for
Messrs. Isaacs and Stullich represent the portion of their
awards that were previously expensed and are now being reversed
under FAS 123R as result of the forfeiture of their awards
due to their resignation from the Board of Directors on
December 3, 2007 and October 2, 2007, respectively.
The amounts reversed only include expensed portions of awards
that were previously reported in the table under the new SEC
regulation. See Note to the
|
15
|
|
|
|
|
Consolidated Financial Statements
contained in the 2007 Annual Report captioned Share-Based
Compensation for an explanation of the assumptions made by
the Company in the valuation of these awards.
|
|
|
|
(3)
|
|
The aggregate number of unvested
stock awards and unexercised option awards outstanding at fiscal
year end held by the Directors listed in the table are as
follows:
Deferred Stock Awards
: Ms. Bailey,
5,329 shares; Mr. McIlnay, 3,489 shares;
Mr. Segal, 5,329 shares; Mr. Turner,
5,329 shares; Mr. Yost, 5,329 shares.
Restricted Stock Awards
: Ms. Bailey,
933 shares; Mr. McIlnay, 200 shares;
Mr. Segal, 933 shares; Mr. Turner,
933 shares; Mr. Yost, 933 shares.
Option
Awards
: Mr. Turner, 400 option awards.
|
|
(4)
|
|
Amounts included in the
Option Awards column reflect the aggregate dollar
amount recognized for financial statement reporting purposes for
2007 with respect to stock options to purchase 200 shares
of common stock granted to each of Messrs. Burner, Isaacs,
Steger, and Turner on June 11, 2004. The aggregate dollar
amount was determined in accordance with FAS 123R, but without
regard to any estimate of forfeitures related to service-based
vesting. See Note to the Consolidated Financial Statements
contained in the 2007 Annual Report captioned Share-Based
Compensation for an explanation of the assumptions made by
the Company in the valuation of these awards.
|
|
(5)
|
|
Amounts represent the dollar value
of life insurance premiums paid by the Company on behalf of the
respective Directors during the fiscal year.
|
|
(6)
|
|
These Directors are Baysides
appointees to the Board. The amounts shown in the table are cash
deferred compensation paid directly to Bayside rather than to
the Directors listed in the table pursuant to the terms of the
Director Fee Agreement. The amounts shown in the table have been
prorated to the number of days that these Directors sat on the
Board during 2007 and correspond to amounts earned in 2007,
though not paid in that fiscal year, per the Director Fee
Agreement that requires a cash payment to Bayside within 10
calendar days following the calendar year in which the grant is
made.
|
|
(7)
|
|
Messrs. Burner and Steger
retired from the Board on May 2, 2007;
Messrs. Brajovic and DeCotiis resigned from the Board on
the same date.
|
|
(8)
|
|
Messrs. Jacobson, Stullich,
Thompson and Williams resigned from the Board on October 2,
2007.
|
|
(9)
|
|
Messrs. Cohen and Schneider
resigned from the Board on November 8, 2007.
|
|
(10)
|
|
Mr. Isaacs resigned from the
Board on December 3, 2007.
|
|
(11)
|
|
Messrs. Mnaymneh and Turner
are not standing for re-election at the Annual Meeting.
|
The following tables set forth, as of March 12, 2008
(unless otherwise indicated), to the Companys knowledge,
the beneficial owners of more than five percent of the
Companys outstanding shares of the Common Stock,
Series B Preferred Stock and 4% Preferred Stock. Unless
otherwise noted, to the Companys knowledge, the
individuals or entities named in such tables have sole voting
and dispositive power.
Common
Stock
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
Percent of
|
|
|
Voting Power
|
|
Beneficial Owner
|
|
Shares
|
|
|
Class
Outstanding
(2)
|
|
|
Outstanding
(3)
|
|
|
Shah Capital
Management
(4)
8601 Six Forks Road, Suite 630
Raleigh, NC 27615
|
|
|
726,400
|
|
|
|
13.2
|
|
|
|
6.3
|
|
David J. Greene & Company,
LLC
(5)
599 Lexington Avenue
New York, NY 10022
|
|
|
378,289
|
|
|
|
6.8
|
|
|
|
3.3
|
|
Dimensional Fund Advisors
LP
(6)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
|
|
|
345,704
|
|
|
|
6.2
|
|
|
|
3.0
|
|
Neal A.
Kowalski
(7)
6707 Bessemer Avenue
Cleveland, OH 44127
|
|
|
279,838
|
|
|
|
5.0
|
|
|
|
2.4
|
|
Fine Capital Partners,
L.P.
(8)
152 West 57th Street, 37th Floor
New York, NY 10019
|
|
|
278,670
|
|
|
|
5.0
|
|
|
|
2.4
|
|
16
Series B
Preferred
Stock
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
Percent of
|
|
|
Voting Power
|
|
Beneficial Owner
|
|
Shares
|
|
|
Class Outstanding
|
|
|
Outstanding
(3)
|
|
|
Ohio Plastics,
LLC
(10)
c/o H.I.G.
Capital, LLC
1001 Brickell Bay Drive, 26th Floor
Miami, FL 33131
|
|
|
287,500
|
|
|
|
57.5
|
|
|
|
28.9
|
|
MSD Capital, L.P./SOF Investments,
L.P.
(11)
645 Fifth Avenue, 21st Floor
New York, NY 10022
|
|
|
75,000
|
|
|
|
15.0
|
|
|
|
7.5
|
|
Ore Hill Hub
Fund Ltd.
(12)
c/o Ore
Hill Partners LLC
650 Fifth Avenue, 9th Floor
New York, NY 10019
|
|
|
52,500
|
|
|
|
10.5
|
|
|
|
5.2
|
|
Whitebox Convertible Arbitrage Partners, LP
3033 Excelsior Boulevard, #300
Minneapolis, MN 55416
|
|
|
44,400
|
|
|
|
8.9
|
|
|
|
4.4
|
|
Linden Capital LP
18 Church Street, Skandia House
Hamilton, HM11, Bermuda
|
|
|
37,000
|
|
|
|
7.4
|
|
|
|
3.7
|
|
4% Cumulative
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
Percent of
|
|
|
Voting Power
|
|
Beneficial Owner
|
|
Shares
|
|
|
Class Outstanding
|
|
|
Outstanding
(3)
|
|
|
Mellon Trust of New England, National Association
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259
Trustee Milacron Employee Benefit Plans
Contact: Melissa Tarasovich
Officer
|
|
|
1,113
|
|
|
|
18.5
|
|
|
|
.4
|
(13)
|
Goldman, Sachs & Co.
30 Hudson Street
Jersey City, NJ 07302
Contact: Gloria Lio
President
|
|
|
978
|
|
|
|
16.3
|
|
|
|
.1
|
|
JPMorgan Chase Bank/PCS Shared Services
340 South Cleveland Avenue,
Building 350
Westerville, OH 43081
Contact: Chris Buck
Manager
|
|
|
696
|
|
|
|
11.6
|
|
|
|
.1
|
|
RBC Capital Markets Corporation
510 Marquette Avenue South
Minneapolis, MN 55402
Contact: Steve Schafer Sr.
Associate
|
|
|
486
|
|
|
|
8.1
|
|
|
|
.1
|
|
National Financial Services LLC
200 Liberty Street, Fifth Floor
New York, NY 10281
Contact: Lou Trezza
|
|
|
405
|
|
|
|
6.7
|
|
|
|
.1
|
|
Milacron Geier Foundation
2090 Florence Avenue
Cincinnati, OH 45206
(R. D. Brown and C. F. C. Turner, Trustees)
|
|
|
391
|
|
|
|
6.5
|
|
|
|
.1
|
|
17
|
|
|
(1)
|
|
Milacron Inc. effected a
1-for-10
reverse stock split in May 2007. Certain share totals set forth
in the beneficial ownership tables and in these notes are based
on filings with the SEC on Schedule 13D or
Schedule 13G that were made prior to such reverse stock
split. In such cases, the share totals disclosed in such filings
have been adjusted for purposes of presentation in the tables
and in these notes to reflect such reverse stock split.
|
|
(2)
|
|
Based upon 5,493,223 shares of
Common Stock outstanding as of March 12, 2008, not
including 76,028 shares held in treasury and not giving
effect to the conversion of the Series B Preferred Stock,
the exercise of the contingent warrants or the payment of any
dividends on the Series B Preferred
Stock-in-kind.
|
|
(3)
|
|
Based upon, as of March 12,
2008, 5,493,223 shares of Common Stock outstanding, each
share having one vote, 6,000 shares of 4% Preferred Stock
outstanding, each share having 24 votes, and 500,000 shares
of Series B Preferred Stock outstanding, each share having
11.4285714286 votes, and not including 76,028 shares held
in treasury and not giving effect to the exercise of the
contingent warrants or the payment of any dividends on the
Series B Preferred
Stock-in-kind.
The following chart sets forth the percentage of voting power,
as of March 12, 2008, of (a) the holders of the
Companys Common Stock, (b) the holders of the
Companys Series B Preferred Stock and (c) the
holders of the Companys 4% Preferred Stock, based upon
5,493,223 shares of Common Stock outstanding as of
March 12, 2008, not including 76,028 shares held in
treasury, and giving effect solely to the exercise of the
contingent warrants and the payment of
pay-in-kind
dividends on the Series B Preferred Stock from June 1,
2008 through to its mandatory conversion date (and without
giving effect to any other transactions that the Company may
enter into during the applicable periods that would result in
additional dilution).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On Series
|
|
|
|
|
|
|
|
|
|
B Preferred
|
|
|
|
|
|
|
|
|
|
Stock Mandatory
|
|
|
|
|
|
|
|
|
|
Conversion Date
|
|
|
|
|
|
|
|
|
|
(June 10,
|
|
|
|
|
|
|
|
|
|
2011) Assuming
|
|
|
|
|
|
|
|
|
|
Pay-in-kind
|
|
|
|
|
|
|
|
|
|
Dividends on
|
|
|
|
|
|
|
|
|
|
Series B
|
|
|
|
As of
|
|
|
Following Exercise
|
|
|
Preferred Stock
|
|
|
|
March 12,
|
|
|
of Contingent
|
|
|
Until Such
|
|
|
|
2008
|
|
|
Warrants
(a)
|
|
|
Date
(b)
|
|
|
Holders of Common
Stock
(c)
|
|
|
48.39
|
%
|
|
|
48.21
|
%
|
|
|
42.02
|
%
|
Holders of Series B Preferred
Stock
(d)
|
|
|
50.34
|
%
|
|
|
50.52
|
%
|
|
|
56.87
|
%
|
Holders of 4% Cumulative Preferred
Stock
(e)
|
|
|
1.27
|
%
|
|
|
1.26
|
%
|
|
|
1.10
|
%
|
|
|
|
|
(a)
|
Assumes that all contingent warrants and Common Stock issued
upon exercise thereof are held by holders of Series B
Preferred Stock.
|
|
|
(b)
|
Assumes exercise of the contingent warrants, that all Common
Stock issued upon exercise thereof continues to be held by
holders of Series B Preferred Stock, and that each
quarterly dividend due to the holders of Series B Preferred
Stock until the date of the mandatory conversion on
June 10, 2011, beginning with the dividend due on
June 1, 2008, is paid in-kind with shares of Series B
Preferred Stock. Does not consider the effect of declaring and
paying accrued but unpaid dividends due to holders of Series B
Preferred Stock which must be declared and paid before current
dividends are declared and paid.
|
|
|
(c)
|
Each holder of Common Stock is entitled to one vote for each
share of Common Stock held.
|
|
|
(d)
|
Each holder of Series B Preferred Stock is entitled to one
vote for each share of Common Stock into which each share of
Series B Preferred Stock is convertible. As of
March 12, 2008, each share of Series B Preferred Stock
is convertible into 11.4285714286 shares of Common Stock.
|
|
|
(e)
|
Each holder of 4% Preferred Stock is entitled to 24 votes for
each such share of 4% Preferred Stock held.
|
|
|
|
|
(4)
|
As reported in Form 4 dated March 5, 2008 filed with
the SEC by Shah Capital Management (Shah), an asset
management company. In Schedule 13D/A dated January 18,
2008 filed with the SEC, Shah reported ownership of
644,000 shares of Common Stock and that it had sole voting
and dispositive power with respect to such stock.
|
|
|
(5)
|
As reported in Schedule 13G dated February 8, 2007
filed with the SEC by David J. Greene and Company, LLC
(David J. Greene), a registered broker or dealer and
an investment advisor, with respect to shares over which David
J. Greene has shared dispositive power and with respect to which
clients of David J. Greene have the right to receive dividends
and proceeds of sale. David J. Greene also reported shared
voting power with respect to 278,997 of the shares of Common
Stock.
|
|
|
(6)
|
As reported in Schedule 13G/A dated February 6, 2008
filed with the SEC by Dimensional Fund Advisors LP
(Dimensional), an investment advisor, with respect
to shares of Common Stock owned directly by funds as to which it
serves as investment advisor or manager. In its role as
investment advisor or manager, Dimensional possesses investment
and/or voting power over the Common Stock owned by such funds,
which power Dimensional characterizes as sole, and
may be deemed to be the beneficial owner of such stock. However,
all securities reported in the table as being owned by
Dimensional Fund Advisors LP are owned by such funds, and
such funds have the right to receive or the power to direct the
receipt of dividends from, or the
|
18
|
|
|
|
|
proceeds from the sale of, the
shares of Common Stock held in their respective accounts.
Dimensional states that, to its knowledge, the interest of any
one such fund does not exceed five percent of the outstanding
shares of the Companys Common Stock.
|
|
|
|
|
(7)
|
As reported in Schedule 13D dated August 6, 2007 filed
with the SEC by Neal A. Kowalski, the President of Centran
Logistics, Inc., a transportation services company. Neal A.
Kowalski possesses sole power to vote and dispose of all such
shares.
|
|
|
(8)
|
As reported in Schedule 13D dated February 17, 2006
filed with the SEC by Fine Capital Partners, L.P.
(FCP), an investment manager to certain private
investment funds, Fine Capital Advisors, LLC (FCA),
as the general partner of FCP, and Debra Fine, as a principal of
FCP and FCA, with respect to 278,670 shares beneficially
held by such persons. Such persons do not directly own any
shares of Common Stock. Rather, the Common Stock beneficially
owned by such persons is owned directly by private investment
funds managed by FCP. Each of FCP, FCA and Debra Fine claims
sole voting and dispositive power with respect to such shares of
Common Stock.
|
|
|
(9)
|
Each share of Series B Preferred Stock is convertible into
11.4285714286 shares of Common Stock as of March 12,
2008. By virtue of this convertibility, each owner of
Series B Preferred Stock is deemed to be a beneficial owner
(within the meaning of
Rule 13d-3(d)(1)
promulgated under the Securities Exchange Act of 1934) of
Common Stock at the aforementioned conversion ratio.
|
|
|
(10)
|
As reported in Schedule 13D dated October 12, 2007
filed with the SEC jointly by Ohio Plastics, Ohio Plastics
Recovery, Ltd. (OPR), Ohio Plastics Financing, Inc.
(OPF), Bayside Opportunity Fund, L.P.
(BOF), Bayside Opportunity Advisors, L.L.C.
(BOA), H.I.G.-GPII, Inc. (HIG), Sami W.
Mnaymneh and Anthony A. Tamer, with respect to
287,500 shares of Series B Preferred Stock owned
directly by Ohio Plastics. OPR and OPF are the members of Ohio
Plastics. OPF owns a minority of the outstanding common units of
Ohio Plastics and all of the outstanding preferred units of Ohio
Plastics and is the sole manager of Ohio Plastics. OPR owns a
majority of the outstanding common units of Ohio Plastics and
all of the outstanding shares of OPF. BOF owns a majority of the
outstanding common stock of OPR. BOA is the general partner of
BOF. HIG is the manager of BOA. Messrs. Mnaymneh and Tamer
control HIG. Each of the foregoing may be a beneficial owner of
Common Stock by virtue of its affiliation with Ohio Plastics as
described in the preceding sentences and claims sole voting and
dispositive power with respect to the Series B Preferred
Stock owned directly by Ohio Plastics.
|
|
(11)
|
As reported in Schedule 13G dated March 20, 2006 filed
by MSD Capital, L.P. and SOF Investments, L.P. with regard to
75,000 shares of Series B Preferred Stock owned
directly by SOF Investments, L.P., with shared voting and
dispositive power. MSD Capital, L.P. is the general partner of
SOF Investments, L.P. and therefore may be deemed to be the
indirect beneficial owner of such shares.
|
|
(12)
|
As reported in Schedule 13G dated March 24, 2006 filed
by Ore Hill Hub Fund Ltd. and Ore Hill Partners LLC with
regard to 52,500 shares of Series B Preferred Stock
held by Ore Hill Hub Fund Ltd. with shared voting and
dispositive power. Ore Hill Partners LLC is the investment
manager of Ore Hill Hub Fund Ltd. and, accordingly, may be
deemed to have voting and dispositive power with respect to such
shares.
|
|
(13)
|
Includes both the 29,066 shares of Common Stock and the
1,113 shares of 4% Preferred Stock beneficially owned by
Mellon Trust of New England.
|
19
SHARE OWNERSHIP
OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of
Common Stock, Series B Preferred Stock and 4% Preferred
Stock as of March 12, 2008 for each of the directors, and
for each of the executive officers named in the Summary
Compensation Table included in this Proxy Statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
|
|
|
Series
|
|
|
Percent
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
of
|
|
|
B
|
|
|
of
|
|
|
4%
|
|
|
of
|
|
|
|
Common
|
|
|
Class
|
|
|
Preferred
|
|
|
Class
|
|
|
Preferred
|
|
|
Class
|
|
Name
|
|
Stock
(1)
|
|
|
Outstanding
(2)
|
|
|
Stock
|
|
|
Outstanding
|
|
|
Stock
|
|
|
Outstanding
|
|
|
Sallie B.
Bailey
(2)
|
|
|
1,133
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John P. Bolduc
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald D.
Brown
(1)(3)
|
|
|
131,126
|
|
|
|
2.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John B. Caple
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason T. Eglit
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tiffany F. Kosch
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald R.
McIlnay
(1)(2)
|
|
|
200
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sami W.
Mnaymneh
(6)
|
|
|
|
|
|
|
*
|
|
|
|
287,500
|
|
|
|
57.5
|
|
|
|
|
|
|
|
|
|
Matthew S. Sanford
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lewis J. Schoenwetter
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark L.
Segal
(2)
|
|
|
1,133
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles F. C.
Turner
(1)(2)(3)
|
|
|
2,154
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
100.2
|
|
|
|
1.7
|
|
Larry D.
Yost
(2)
|
|
|
1,133
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ross A.
Anderson
(1)
|
|
|
56,752
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hugh C.
ODonnell
(1)
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44,880
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*
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|
|
|
|
|
|
|
|
|
|
|
|
|
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All directors and Named Executive Officers as a group
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238,511
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4.3
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287,500
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57.5
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100.2
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1.7
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All directors and executive officers as a group
21 persons
(4)(5)
**
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461,424
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8.4
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287,500
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57.5
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100.2
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1.7
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|
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|
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*
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Denotes less than 1%.
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**
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Figures for share ownership include
that of Robert K. Simpson as of January 1, 2008, the date
he ceased service as an executive officer of the Company.
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(1)
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The amounts shown include
(a) the following shares that may be acquired within
60 days pursuant to outstanding option grants:
Mr. Anderson 400 shares, Mr. Brown
16,000 shares, Mr. ODonnell 4,100 shares,
Mr. Turner 150 shares, and 26,690 shares for all
directors and executive officers as a group; (b) the
following shares allocated to participant accounts under the
Milacron Retirement Savings Plan, according to information
furnished by the Plan Trustee: Mr. Anderson
868 shares, Mr. Brown 960 shares,
Mr. ODonnell 1,036 shares, and 7,455 shares
for all directors and executive officers as a group;
(c) grants of the following time-based restricted stock
which have not vested: Mr. Anderson 18,900 shares,
Mr. Brown 20,000 shares, Mr. ODonnell
10,800 shares, Mr. McIlnay 200 shares and
90,300 shares for all directors and executive officers as a
group; (d) grants of the following performance-based
restricted stock which have not been earned and have not vested:
Mr. Anderson 33,000 shares, Mr. Brown
50,000 shares, Mr. ODonnell 19,500 shares,
and 172,100 shares for all executive officers as a group.
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(2)
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The amounts shown do not include:
(a) credits of stock units under the Companys
deferred compensation plans for non-employee directors as
follows: Ms. Bailey 10,920 units, Mr. McIlnay
8,061 units, Mr. Segal 11,012 units,
Mr. Turner 11,568 units, and Mr. Yost
11,012 units.
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(3)
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The amounts shown do not include
391.3 shares of 4% Preferred Stock held by the Milacron
Geier Foundation (of which Messrs. Brown and Turner are
Trustees), as to which shares beneficial ownership is disclaimed.
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(4)
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In the event of full conversion of
all Series B Preferred Stock, directors and executive
officers (including those not named in the table above)
beneficial ownership as a group of outstanding Common Stock
would be 4.1%, excluding Mr. Mnaymnehs interest in
Ohio Plasticss holdings and 33.4% including
Mr. Mnaymnehs interest in Ohio Plastics.
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(5)
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No director or executive officer
has outstanding any arrangement for the pledge of shares of
Milacron Common Stock, Series B Preferred Stock or 4%
Preferred Stock.
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20
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(6)
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Mr. Mnaymneh reported in the
Schedule 13D filed by him (together with Ohio Plastics and
certain other affiliates of Ohio Plastics) on October 12,
2007 that he may be a beneficial owner of the
287,500 shares of Series B Preferred Stock owned by Ohio
Plastics as a result of his indirect ownership of Ohio Plastics.
Mr. Mnaymneh disclaims such beneficial ownership, however.
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(7)
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Based on 5,493,223 shares of
Common Stock outstanding as of March 12, 2008, not
including 76,028 shares held in treasury and not giving
effect to the conversion of the Series B Preferred Stock,
the exercise of the contingent warrants or the payment of any
dividends on the Series B Preferred
Stock-in-kind,
but counting, for each named person or group, the outstanding
option grants of such person or group as outstanding Common
Stock for purposes of calculating this percentage for such
person or group.
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PROCEDURES FOR
REVIEW OF RELATED PARTY TRANSACTIONS
Potential conflicts of interest, including related party
transactions reportable under SEC rules, must be approved in
advance. The Company has a detailed Code of Conduct, which can
be found on the Companys website, which applies to all
employees, officers, and directors, and specifically addresses
conflicts of interest. The Code of Conduct describes the
procedure for review of conflicts of interest, including related
party transactions reportable under SEC rules, with approval by
the Board of Directors required if any such transaction involves
a director. During 2007, there were no related party
transactions reportable under SEC rules.
EXECUTIVE
COMPENSATION
This section of the proxy statement explains our compensation
program for our Chief Executive Officer (CEO), and our other two
most highly-compensated executive officers, which we refer to
collectively in this proxy statement as our named executive
officers. The Company has elected to use the Smaller Reporting
Company rules recently issued by the Securities Exchange
Commission (SEC) regarding the disclosure of executive
compensation. Under these rules, the Company provides executive
compensation disclosure for three named executive officers, the
Summary Compensation Table for two years, Outstanding Equity
Awards at Year End Table, Director Compensation Table and
certain narrative disclosures.
EXECUTIVE
COMPENSATION OVERVIEW
Role of the
Personnel and Compensation Committee
The Personnel and Compensation Committee of our Board of
Directors (which we refer to in this section of the proxy
statement as the Committee) consists entirely of non-employee
directors who are independent under the New York
Stock Exchange listing standards. A written charter adopted by
our Board of Directors governs the Committee. A copy of the
charter and a list of the members of the Committee can be found
at our website,
www.milacron.com
, under the link to
Investors Corporate Governance.
The Committee is directly responsible for reviewing and
establishing all aspects of compensation for our CEO and
approving compensation for all other executive officers. During
2007, the Committee held six meetings including four
teleconference meetings. The Committee may from time to time
meet with our CEO and our Vice President-Human Resources to
review compensation programs, policies, and actions prior to
making final decisions. Nonetheless, the Committee holds an
executive session at each meeting without members of management
present. If invited by the Committee, independent consultants or
advisors also may attend all or a portion of a meeting.
21
Objectives of Our
Executive Compensation Program
The total compensation and benefit program for our executive
officers, including our named executive officers, is designed to
achieve the following objectives:
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Attract and retain highly competent executives necessary for the
Companys leadership and growth;
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Motivate and reward executives whose knowledge, skills, and
performance are critical to our success;
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Provide a competitive compensation package, a substantial
portion of which is at-risk meaning that
it is variable and only realized when we achieve specified
service, financial,
and/or
operating performance objectives;
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Provide opportunities for a meaningful amount of compensation to
be earned in the form of Company stock, which aligns the
interests of our executives and shareholders by motivating
executives to increase share value; and
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Provide a secure and competitive retirement income for our named
executive officers.
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In order to meet these objectives, the Committee has determined
that our total compensation program for our named executive
officers will consist of the following elements: base salary,
short-term incentives, long-term incentives, welfare benefits
and perquisites, retirement programs, and severance benefits.
Each of these components is described in more detail below.
Principles of Our
Executive Compensation Program
We use the following principles to guide our decisions regarding
executive compensation:
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In order to attract and retain talented and experienced
executives, we should provide a total compensation package for
our named executive officers as a group, that is at or near the
market median level of total compensation provided by similar
sized industrial companies.
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Total compensation should be higher for those executives with a
higher level of responsibility and influence over our ability to
achieve our financial, operational, and strategic initiatives.
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As a percent of total compensation, the incentive and equity
components of compensation should be higher for those same
individuals so that a greater amount of their pay is contingent
upon our performance and the long-term appreciation in the value
of our stock. For example, the total portion of pay that was
at-risk during 2007 (assuming target performance) was
approximately 77% of total compensation for our CEO and 60% for
the remaining named executive officers. Given the job scope and
greater strategic responsibility, the Committee believes it is
appropriate for the CEO position to have a greater amount of
targeted compensation contingent upon achieving performance
goals than the other named executive officers.
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Our short-term and long-term incentive compensation programs
should be designed to align a substantial portion of each named
executive officers compensation opportunity with some of
our primary financial and operating objectives, such as
increasing earnings and reducing working capital. The short-term
incentive opportunity is designed to focus the named executive
officers on our current year performance objectives, while the
long-term incentive is intended to encourage sustained
performance over a longer duration generally two to
three years.
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A portion of our long-term incentive compensation program should
consist of equity-based awards, to provide each named executive
officer a meaningful component of compensation in the form of
stock.
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22
Benchmarking
Compensation
In order to ensure that our total compensation package is at or
near an appropriate level required to attract and retain the
necessary talent for each position, the Committee annually
reviews our base salary, short-term incentive, and long-term
incentive compensation practices against selected compensation
comparison groups as described below. The Committee considers
this review to be important to keeping our pay both competitive
and reasonable within the marketplace. This review is based on
an analysis provided by an independent consulting firm, and our
goal is that our total compensation program will be
approximately at the median level for most positions. However,
there may be circumstances in which a named executive
officers compensation might fall either below or above the
median of the comparison group based on the executives
experience level, our retention needs, job demands unique to our
Company or industry, business or industry conditions, internal
equity among comparable positions, or the executives
unique skills and experience.
In December of 2006, the Committee retained Towers Perrin, one
of the largest independent consulting companies in executive
compensation, to assist it in determining competitive total
compensation, as well as each component of compensation, for our
named executive officers. The analysis provided by Towers Perrin
included compensation comparison data from two market
perspectives from within their Compensation DataBank
their general industry group of companies and a
custom group, comprised of a subset of the general
industry group which included 16 manufacturing companies
recommended by Towers Perrin and approved by the Committee Chair.
In this analysis, the general industry group was statistically
regressed to have the effect of making all companies similar to
our size based on revenues. Due to the lack of public companies
in the plastics machinery industry, we were unable to benchmark
our compensation and performance directly against companies in
our sector of the manufacturing industry. The custom group of
comparison companies that Towers Perrin assembled for us for our
2007 analysis consisted of companies within the Towers Perrin
Compensation DataBank that were comparable in revenue size and
industry sector, as well as similarly asset-intensive, e.g.
those with revenue/assets of about 1:1. This groups median
revenue was $1.0 billion, with a low of $497 million,
and a high of $1.7 billion.
The findings provided by Towers Perrin are used by the Committee
in determining the appropriate value associated with each
element of our compensation program. The Committee considers
both comparison groups independently but determined to use the
average of the two comparison groups combined as the appropriate
target for basing compensation decisions, and that each element
of executive compensation (base salary, short-term incentive
compensation and long-term incentive compensation) should be
targeted to fall within +/− 15% of the averaged median
amounts. The Committee uses its discretion to determine whether
a compensation study is warranted each year.
Compensation
Elements
Following is a discussion of each element of our executive
compensation program.
Base
Salary
We provide competitive base salaries to attract and retain key
executive talent. The Committee believes that a competitive base
salary is an important component of compensation as it provides
an individual with some portion of compensation that is not
subject to our performance risk and therefore remains more
consistent and predictable from month-to-month.
The Committee annually reviews each named executive
officers base salary. The annual review normally takes
place in February, and any changes to salary generally become
effective in that month. Salary adjustments based on events such
as promotions or significant changes in responsibilities may be
made at the time the event occurs throughout the year.
23
Base salaries are designed to be competitive with those paid by
the companies in the comparison group and general industry group
to executives with similar responsibilities. In this regard, the
base salaries are generally targeted at market median. Variances
from the market median may be made to reflect the
individuals scope of responsibilities, level of experience
and skill,
and/or
performance in light of pre-established goals and objectives.
Attention is also given to maintaining approximate internal
salary relationships among the Companys executive
officers, and to general economic and business conditions
affecting the Company. The weight given to each of these factors
may differ from individual to individual, as the Committee deems
appropriate.
Adjustments for named executive officers other than our CEO are
approved by the Committee after reviewing recommendations from
the CEO based upon performance assessments and other factors
listed above. With respect to adjustments to our CEOs base
pay, the Committee conducts an independent assessment, taking
into account the attainment of financial and operational goals
established for the prior year as well as the other factors
listed above. The Committee provides its assessment and any pay
recommendation to the non-management members of the Board of
Directors for final review and approval.
During 2007, base salary as a percentage of total potential
compensation (at target performance) was approximately 23% for
our CEO and 40% for our other named executive officers, which is
consistent with our objective of ensuring that a significant
portion of total compensation be at risk and only
realized when certain specific objectives as discussed below are
attained.
The 2007 base salaries for each of our named executive officers
are listed in the Salary column of the Summary
Compensation Table.
Short-Term
Incentive Compensation
Our named executive officers are eligible for an annual
performance-based cash bonus under our Short-Term Incentive
Plan, which was approved by our Board of Directors in 2002. The
Short-Term Incentive Plan focuses on the achievement of our
current year financial goals and objectives and is consistent
with our principle of having a significant portion of executive
pay at-risk and contingent upon performance.
The Committee approves all positions, performance criteria, and
target goals for the Short-Term Incentive Plan each year at its
February meeting. The Committee, along with our CEO, discusses
key strategic, operational, and financial initiatives for the
year, as well as the degree of difficulty expected in achieving
the initiatives, and jointly determines the appropriate
performance criteria and required range of threshold, target,
and superior performance to be used for the Short-Term Incentive
Plan.
2007 Bonus
Opportunities
For 2007, the Committee established the short-term incentive
target opportunity percentages for our named executive officers
as follows:
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Below
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Threshold
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Threshold
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Target
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Superior
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Participant
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Performance
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Performance
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Performance
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Performance
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CEO
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No Bonus
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20% of Base Salary
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80% of Base Salary
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160% of Base Salary
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Other Named Executive Officers
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No Bonus
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12.5% of Base Salary
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50% of Base Salary
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100% of Base Salary
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When establishing these target bonus opportunity percentages,
the Committee considered incentive cash compensation data from
our compensation comparison groups. In general, the target bonus
opportunity was designed to deliver cash compensation at or near
the median (within +/- 15%) of incentive cash compensation paid
to executives in our compensation comparison groups if the
targeted performance is achieved. In determining the entire
potential value of the incentive programs, the Committee
considers the cost of the awards (looking at payouts at the
threshold, target, and superior performance levels) in light of
the improvement to our financial
and/or
operating performance net of
24
awards. It is the Committees opinion that actual awards
earned (or not earned) in prior years have been consistent with
our performance.
2007 Performance
Goals
In 2007, we established two performance goals under the
Short-Term Incentive Plan: (i) achieving a specified
reduction in average working capital as a percentage of sales,
and (ii) achieving a specified level of earnings before
interest and taxes. By combining these two performance criteria,
the Committee emphasized the importance of improving earnings
while reducing the amount of cash required to operate our
businesses. We believe that the progress we make toward
achieving these targets will create value for our shareholders.
For our named executive officers whose primary responsibilities
are for a corporate-wide function (i.e., Messrs. Brown,
Anderson, and ODonnell), the bonus opportunity was based
on our overall performance with respect to the performance
criteria discussed below. For those executive officers whose
primary responsibility is managing a business unit, or group of
business units, the bonus opportunity was based on performance
of the business unit(s) for which the executive officer has
responsibility.
Determination of
2007 Bonus Payments
At the end of the performance period, the actual achieved amount
for each performance criteria determines the amount of the bonus
payment, if any. Any earned bonus is paid out in the first
quarter of the following year, after our year-end financials
have been audited by our independent registered public
accounting firm. Please refer to the Non-Equity Incentive
Plan Compensation column of the Summary Compensation Table
for the annual incentive amounts for each named executive
officer for the 2007 performance period.
Upon the recommendation of the CEO, the Committee may increase
or decrease an earned bonus payment by as much as 30% to reflect
the individual performance of the executive toward the
attainment of the short-term goals. The Committee independently
considers whether any adjustment to our CEOs earned bonus
is appropriate, and makes a recommendation to the Board of
Directors for consideration. Please refer to the
Bonus column of the Summary Compensation Table for
any adjustments made to annual incentive amounts for each named
executive officer for the 2007 performance period.
Long-Term
Incentive Compensation
Long-term incentive compensation is provided under our 1994,
1997, and 2004 Long-Term Incentive Plans, each of which was
approved by our Board of Directors and shareholders. Our
long-term incentive plans provide for several different forms of
long-term incentives, including equity-based awards (such as
stock options, restricted stock, and performance shares) and
non-equity awards (such as cash-based performance units). The
Committee approves all participants in the long-term incentive
compensation plans, based on recommendations of management. The
Committee consults with management
and/or
independent compensation consultants to determine appropriate
form(s) of long-term awards, as well as the appropriate
performance measures for performance-based awards. The
Committee, however, retains final authority on all such matters.
When determining the form of long-term incentives, the Committee
considers such factors as business needs, market trends, impact
on accounting expense, dilution potential, and retention value.
Long-term incentive awards are approved by the Committee (and
for our CEO, by the full Board of Directors) on an annual basis,
generally at the February meeting since this is the first
meeting following the Boards approval of the current
years annual operating plan and thus the beginning of our
annual performance cycle. All equity awards included in
long-term incentives are granted on the date when the Board of
Directors holds its meeting to approve the awards and are based
on the fair market value of our common stock on that day.
25
For 2007, the Committee granted performance-based long-term cash
awards, performance-based restricted stock awards and time-based
restricted shares to our named executive officers, each of which
is described below. The value of the 2007 long-term incentive
opportunity for each named executive officer was designed to be
at or near (within +/-15%) the median of long-term incentive
compensation paid to executives in our compensation comparison
groups, assuming targeted performance is achieved. However, the
value may vary from the median based on such factors as the
individuals position, the base salary and target bonus
opportunity associated with that position, internal equity among
comparable positions, the individuals potential for
increased responsibility over the award term, and the
individuals personal performance in recent periods. The
weight given to each of these factors differs from individual to
individual, as the Committee deems appropriate.
Performance-Based
Long-Term Awards
One hundred percent of our CEOs and approximately 75% of
the other named executive officers total long-term
incentive opportunity for 2007 was in the form of
performance-based awards. These awards are contingent upon the
achievement of certain performance objectives (discussed in more
detail below), thereby supporting our guiding principle of
having a significant portion of executive pay at risk and
performance-based.
Payment of the performance-based long-term awards is based on
the extent to which the Company achieves certain cumulative
earnings before interest, taxes, depreciation, and amortization
(EBITDA) goals for the period beginning on January 1, 2007
through December 31, 2009. Because of the need to focus on
cash generation and to return the Company to profitability, the
Committee determined that EBITDA is an appropriate performance
measure for this performance incentive cycle and has set the
EBITDA minimum and target at levels that represent significant
improvement over our performance in recent years. The target
level of EBITDA, if achieved, will improve the Companys
balance sheet, provide cash for debt payments and capital
investments, and subsequently increase shareholder value. For
our CEO, approximately 73% of his total long-term incentive
opportunity was in the form of cash units. Each unit
representing the right to receive $1.00, depending on the
successful attainment of the target goals established in the
award. The remaining 27% of long-term incentive opportunity for
our CEO, and each performance award for our named executive
officers, was in the form of performance-based restricted stock.
The actual number of shares received is dependent upon the
successful attainment of the target goals established in the
award. The amount actually paid out can range from 0% to 150% of
the targeted amount, depending on actual performance.
Restricted Stock
Awards
The remaining 25% of the 2007 long-term incentive opportunity
for the named executive officers other than the CEO consisted of
time-based restricted stock awards. The restricted stock awards
are designed to address the following objectives:
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The Committee believes that equity-based compensation, the value
of which increases only if our stock price increases, promotes
the alignment of executives interests with those of our
shareholders.
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The restricted stock awards also enhance our retention
incentives, since the restricted stock generally will vest in
full only if the executive remains employed with the Company for
three years from the date of the award.
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Welfare Benefits
and Perquisites
The Committee believes it is important to offer a competitive
executive benefit program that provides a foundation for
effectively recruiting and retaining highly qualified executives
within the market in which we compete for such talent.
Therefore, in addition to participating in the same health and
welfare plans,
26
401(k), and Company match as all other employees, the Company
also provides to the named executive officers the following
executive benefits and perquisites: Company-leased automobile,
financial and tax planning assistance, supplemental life
insurance plan for one times the base salary, and a medical
expense reimbursement plan. The total incremental cost of the
perquisites for each named executive officer is shown in the
Summary Compensation Table.
The Committee periodically retains expert independent
consultants to review our executive benefit program in light of
market practices and recommend any changes. This analysis was
last performed in November 2004 by Towers Perrin and included an
evaluation of the prevalence of various benefits and their costs
when compared with 390 companies from two different
independent surveys one from Towers Perrins
Executive Benefits Database and the other from Watson Wyatt. The
analysis concluded that the Companys executive benefits
and perquisites were conservative in amount compared to market
practices, and the Committee determined that no changes were
necessary.
Retirement
Benefits
A critical component of a competitive comprehensive benefit
program is the inclusion of a program for providing for a secure
retirement income. The Milacron Retirement Plan provides our
named executive officers with retirement benefits based upon
their years of service and average earnings for the five
consecutive years of highest compensation during such service.
Earnings include all cash compensation, including amounts
received under our Short-Term Incentive Plan, but excluding
benefits or payments received under our Long-Term Incentive
Plans or any other employee benefit plan. The Milacron
Retirement Plan is non-contributory and limits annual benefits
to the maximum level permitted under existing law. The Milacron
Retirement Plan was amended as of December 31, 2007 to
freeze accrual of all future benefits. Executives who
participate in the Milacron Retirement Plan may receive a
supplemental excess benefit under our non-qualified Supplemental
Retirement Plan, which provides benefits in excess of IRS
benefit and compensation limits imposed on the Milacron
Retirement Plan.
We also maintain a non-qualified Supplemental Executive
Retirement Plan and a non-qualified Supplemental Executive
Pension Plan that provide an annual benefit at retirement to our
named executive officers who meet certain age and service
requirements as an executive officer. These Plans are designed
to create a retention incentive for participating executives, as
benefits are not payable until an executive reaches at least
age 55 and has 10 or more years of service. Executives who
reach at least age 55 and have 10 or more years of
executive officer service generally receive the higher of 10% of
their average compensation or 52.5% of their average
compensation reduced by benefits received from all other
employer-provided retirement plans provided by us, including the
Milacron Retirement Plan, Retirement Savings Plan, Supplemental
Retirement Plans, and Milacron Europe Retirement Plan. Average
compensation is the highest consecutive three-year average.
Executive officers who retire at age 55 or older with fewer
than 10 years of executive officer service generally
receive 1% of their average compensation multiplied by the
number of years of their executive officer service.
Benefit obligations pursuant to the supplemental plans are
unfunded and paid to retired eligible participants from our
general operating funds.
For more information about the retirement benefits available
under these plans, please refer to the Qualified and
Nonqualified Retirement Plans under the Additional
Narrative Disclosures, below.
Severance
Benefits
The Committee believes that providing appropriate severance
benefits enhances the Companys ability to attract and
retain key executives. The programs are briefly described below.
For a more detailed summary of the programs, please refer to the
Potential Payments Upon Termination or
Change-in-Control
under the Additional Narrative Disclosures, below.
27
Milacron Inc. Executive Retention/Separation
Plan.
Effective March 27, 2006, the Board of
Directors approved the Milacron Inc. Executive
Retention/Separation Plan. In general, a named executive officer
is entitled to severance benefits under the plan if the Company
terminates his employment for cause or he resigns for good
reason. The Committee believes that these severance benefits
provide our named executive officers with a degree of certainty
that a reasonable amount of time will be available for them to
find another job should a separation occur. In addition to the
retention value this offers, the Committee also believes that it
is in our best interest to have a defined and consistent plan
governing such separation terms. When establishing this plan,
the Committee consulted with Towers Perrin and legal advisors to
confirm that the plan was designed to be reasonable when
compared to market practices and fair both to the Company and to
the covered executives. All of our named executive officers
participate in this plan.
Executive Severance Agreements.
The Company
has entered into Executive Severance Agreements with all of our
named executive officers. The Executive Severance Agreements
provide certain benefits to our named executive officers in the
event of a change in control. For example, upon the occurrence
of a change in control, all outstanding equity awards vest and
the target annual bonus for the year in which the change in
control occurs will be paid in a lump sum. We have elected to
provide these benefits upon a change in control as a way to
encourage the named executive officers to remain focused and
motivated throughout the critical change in control process
without the need to worry that the incentive opportunity will be
lost as a result of the change in control.
If the Company terminates the named executive officers
employment for cause or he resigns for good reason within a
certain period of time following a change in control, the
executive is entitled to receive certain severance benefits.
Given the uncertainties surrounding a change in control, we have
elected to provide these double trigger benefits as
a way to retain the executive, at least through the transition
period of the change in control.
Special Executive Retention and Severance
Agreements.
On October 2, 2007, Glencore
sold all of its shares of Series B Convertible Preferred
Stock of the Company, representing the majority of the issued
and outstanding shares of such Series B shares, to Bayside
(the Bayside Transaction). The Bayside Transaction
constituted a change in control as defined in the Executive
Severance Agreements, the Companys incentive plans and
supplemental retirement plans. Pursuant to the terms of these
arrangements, a change in control of the Company triggers
additional benefits (depending on the arrangement), including
accelerated stock vesting, immediate payment of certain benefits
and the payment of additional benefits upon the named executive
officers qualifying termination of employment within a
certain period of time following a change in control of the
Company. The Company and the named executive officers, through
arms-length negotiation, entered into the Special Executive
Retention and Severance Agreements, wherein the named executive
officers consented to the amendment of these arrangements to
provide that the Bayside Transaction would not constitute a
change in control and would not trigger the change in control
benefits under these arrangements. In exchange for their consent
to amend these arrangements, the Company agreed to retain the
supplemental retirement plans and the Retention/Separation Plan
for the twenty-four month period following the Bayside
Transaction. In addition, the Company agreed to provide the
named executive officers certain severance benefits described in
the Potential Payments Upon Termination or Change in
Control under the Additional Narrative Disclosures, below.
The Committee determined that the Special Executive Retention
and Severance Agreements were an appropriate means to prevent
the Companys payment of significant change in control
benefits to the named executive officers and to protect the
named executive officers from any adverse employment action
associated with the Bayside Transaction so that the named
executive officers could focus their attention on the management
of the Company after the Bayside Transaction.
28
REPORT OF THE
PERSONNEL AND COMPENSATION COMMITTEE
The Personnel and Compensation Committee has reviewed and
discussed the foregoing Executive Compensation Overview with
management. Based on the Committees review and discussion
with management, the Committee has recommended to the Board of
Directors that the Executive Compensation Overview be included
in this Proxy Statement and incorporated by reference in the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2007.
The Personnel & Compensation Committee
Larry D. Yost, Chairperson
John P. Bolduc
Tiffany F. Kosch
Donald R. McIlnay
SUMMARY
COMPENSATION TABLE
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Incentive Plan
|
|
Deferred
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
(1)
|
|
($)
(2)
|
|
Earnings ($)
|
|
($)
(3)
|
|
Total ($)
|
|
Ronald D. Brown
|
|
|
2007
|
|
|
|
650,004
|
|
|
|
|
|
|
|
354,339
|
|
|
|
125,321
|
|
|
|
|
|
|
|
83,676
|
|
|
|
1,213,340
|
|
Chairman, President and
Chief Executive Officer
|
|
|
2006
|
|
|
|
650,004
|
|
|
|
|
|
|
|
176,503
|
|
|
|
73,320
|
|
|
|
|
|
|
|
102,537
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|
|
|
1,002,364
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|
Ross A. Anderson
|
|
|
2007
|
|
|
|
303,370
|
|
|
|
|
|
|
|
183,746
|
|
|
|
36,556
|
|
|
|
|
|
|
|
23,860
|
|
|
|
547,532
|
|
Sr. Vice President Finance and Chief Financial
Officer
|
|
|
2006
|
|
|
|
258,178
|
|
|
|
|
|
|
|
52,111
|
|
|
|
18,202
|
|
|
|
|
|
|
|
2,518
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|
|
|
331,009
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|
Hugh C. ODonnell
|
|
|
2007
|
|
|
|
277,150
|
|
|
|
|
|
|
|
98,153
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|
|
|
33,397
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|
|
|
|
|
|
|
64,949
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|
|
|
473,649
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|
Sr. V.P., General Counsel and Secretary
|
|
|
2006
|
|
|
|
264,600
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|
|
|
|
|
|
|
38,443
|
|
|
|
18,654
|
|
|
|
|
|
|
|
58,083
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|
|
|
379,780
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|
|
|
|
(1)
|
|
Amounts included in the Stock
Awards column reflect the aggregate dollar amount
recognized for financial statement reporting purposes for 2007
with respect to outstanding restricted stock awards and
performance share awards and include amounts attributable to
awards granted in prior years. The aggregate dollar amount was
determined in accordance with FAS 123R, but without regard to
any estimate of forfeitures related to service-based vesting.
See
Note to the Consolidated Financial Statements
contained in the 2007 Annual Report captioned Share-Based
Compensation for an explanation of the assumptions made by
the Company in the valuation of these awards. For information on
all outstanding equity awards as of December 31, 2007,
please refer to the Outstanding Equity Awards at Fiscal
Year-End below.
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(2)
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|
Amounts shown in the
Non-Equity Incentive Plan Compensation column
reflect the annual incentives earned under the Short-Term
Incentive Plan in 2007 and payable in 2008.
|
|
(3)
|
|
Amounts shown in the All
Other Compensation column reflect the value of all
compensation items that are not otherwise reportable in the
preceding columns, including perquisites and other personal
benefits or property (unless the aggregate amounts thereof are
less than $10,000), tax reimbursements, 401(k) matching
contributions and life insurance premiums. With respect to
individual material amounts of compensation in this
column, these include the following amounts:
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|
|
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(a)
For
Mr. Brown, the variable universal life insurance policy
providing a death benefit equal to his base salary and a cash
accumulation fund. Mr. Brown is the named owner of the
policy. The policy is in addition to any benefits provided to
him under the Companys group term life insurance plan for
all full-time employees. Regarding the foregoing policy,
Mr. Browns amount of All Other Compensation includes
$58,255, which represents the premium paid to the insurance
company and reimbursement of the associated income tax liability.
|
Narrative
Disclosure to Summary Compensation Table
Employment
Agreements or Arrangements
The named executive officers do not have specific employment
agreements with the Company, except for certain existing
Executive Severance Agreements. For more information, please
refer to Severance
29
Benefits under the Executive Compensation Overview, above,
and Potential Payments Upon Termination or Change in
Control under the Additional Narrative Disclosures, below.
Further, these Executive Severance Agreements (and other Company
plans) were modified by the Special Executive Retention and
Severance Agreements entered into during 2007. For more
information, please refer to Severance Benefits in
the Executive Compensation Overview, above, and Special
Executive Retention and Severance Agreements, below.
Material Terms of
Equity Incentive Plan Awards
The Company granted time-based restricted stock awards to
Messrs. Anderson and ODonnell on February 22,
2007. These awards vest during the named executive
officers continued employment three years from the date of
grant. During the three-year restriction period the named
executive officers are entitled to vote the stock and are
entitled to the dividends paid with respect to the restricted
stock.
The Company granted performance-based restricted stock awards to
our named executive officers on February 22, 2007. These
awards vest in whole or in part during the executives
employment on February 22, 2010, based upon the
Companys attainment of specified levels of EBITDA during
the period beginning January 1, 2007 and ending on
December 31, 2009. During the restriction period the named
executive officers are entitled to vote the stock and are
entitled to the dividends paid with respect to the restricted
stock. One hundred percent of the restricted stock award will
vest upon attainment of the target level of
performance. The amount that actually vests can range from 0% to
150% of the target amount, depending on actual
performance.
For more information concerning accelerated vesting and payment
of benefits upon a participants qualifying termination
following a change in control, please refer to Potential
Payments Upon Termination or
Change-in-Control
under the Additional Narrative Disclosures, below.
Material Terms of
Non-Equity Incentive Plan Awards
Our named executive officers are eligible for an annual
performance-based cash bonus under our Short-Term Incentive
Plan. Amounts shown in the Non-Equity Incentive Plan
Compensation column of the Summary Compensation Table
reflect the annual incentives earned under the Short-Term
Incentive Plan in 2007 and payable in 2008. For more
information, please refer to Short-Term Incentive
Compensation under the Executive Compensation Overview,
above.
The Company granted performance units to Mr. Brown in 2007.
Each performance unit represents the right to receive one
dollar. The performance units vest February 22, 2010,
contingent upon the attainment by the Company of specified
levels of EBITDA during Mr. Browns employment for the
performance period that commenced on January 1, 2007 and
ends on December 31, 2009. One hundred percent of the
performance units granted to Mr. Brown will be paid upon
attainment of the target level of performance. The
amount actually paid out can range from 0% to 150% of the
target amount, depending on actual performance.
For more information concerning accelerated vesting and payment
of benefits upon a participants qualifying termination
following a change in control, please refer to Potential
Payments Upon Termination or
Change-in-Control
under the Additional Narrative Disclosures, below.
Modification of
Incentive Plan Awards
In connection with the Bayside Transaction, the outstanding
time-based restricted stock awards, performance-based restricted
stock awards and performance unit awards granted to our named
executive officers were amended, with the applicable consent of
our named executive officers, to provide that the Bayside
Transaction did not constitute a Change in Control
under each such award. These changes were made to the long-term
incentive awards granted in 2005, 2006 and 2007 so that the
Bayside Transaction
30
would not accelerate the vesting and payment of the awards.
Similar changes were made to the Short-Term Incentive Plan. In
connection with amending these awards, the Company agreed to
indemnify our named executive officers for any additional taxes
and liabilities that may arise as a result of the modification
of the terms of the modified awards. In addition, the potential
payout of Mr. Browns performance unit award granted
February 22, 2007, was increased from $1.00 per unit to
$1.20 per unit. This change was made to provide that the
performance unit award would not vest and become payable under
applicable tax law.
Method of
Calculating Earnings on Non-Qualified Deferred
Compensation
None of our named executive officers participate in a
contributory non-qualified deferred compensation plan.
Special Executive
Retention and Severance Agreements
In connection with the Bayside Transaction, the Company and each
of the named executive officers entered into a Special Executive
Retention and Severance Agreement (SERSA). The SERSAs do not
provide for payments to our named executive officers during
employment, but provide certain protections and severance
payments to our named executive officers. For more information,
please see the discussion concerning the SERSA under
Severance Benefits in the Executive Compensation
Overview, above, and Potential Payments Upon Termination
or
Change-in-Control
under the Additional Narrative Disclosures, below.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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Option Awards
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Stock Awards
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|
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|
Equity
|
|
Equity
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|
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|
|
Equity
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|
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|
Incentive
|
|
Incentive
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|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Plan Awards:
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Market or
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Number of
|
|
Market Value
|
|
Unearned
|
|
Payout Value
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Shares or
|
|
of Shares or
|
|
Shares, Units
|
|
of Unearned
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Units of
|
|
Units of Stock
|
|
or Other
|
|
Shares, Units of
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Stock Held
|
|
Held That
|
|
Rights That
|
|
Other Rights
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
That Have
|
|
Have Not
|
|
Have Not
|
|
That Have
|
|
|
(#)
|
|
(#)
|
|
Options
|
|
Price
|
|
Expiration
|
|
Not Vested
|
|
Vested
|
|
Vested
|
|
Not Vested
|
Name
|
|
Exercisable
(1)
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
(2)
|
|
($)
(3)
|
|
(#)
(4)
|
|
($)
(3)
|
|
Ronald D. Brown
|
|
|
5,600
|
|
|
|
|
|
|
|
|
|
|
|
130.0000
|
|
|
|
02/04/10
|
|
|
|
28,750
|
|
|
|
89,413
|
|
|
|
19,063
|
|
|
|
59,284
|
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
130.0000
|
|
|
|
02/04/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,200
|
|
|
|
|
|
|
|
|
|
|
|
200.9000
|
|
|
|
02/09/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
200.9000
|
|
|
|
02/09/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,400
|
|
|
|
|
|
|
|
|
|
|
|
173.0000
|
|
|
|
07/26/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ross A. Anderson
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
130.0000
|
|
|
|
02/04/10
|
|
|
|
20,150
|
|
|
|
62,667
|
|
|
|
9,188
|
|
|
|
28,573
|
|
Hugh C. ODonnell
|
|
|
1,500
|
|
|
|
|
|
|
|
|
|
|
|
130.0000
|
|
|
|
02/04/10
|
|
|
|
12,675
|
|
|
|
39,419
|
|
|
|
6,281
|
|
|
|
19,535
|
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
130.0000
|
|
|
|
02/04/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
200.9000
|
|
|
|
02/09/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800
|
|
|
|
|
|
|
|
|
|
|
|
200.9000
|
|
|
|
02/09/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Reflects the number of shares
underlying outstanding stock options that have vested as of
December 31, 2007.
|
|
(2)
|
|
The vesting schedule for the
unvested time-based restricted stock awards included in the
table is as follows: Mr. Brown 8,750 shares on
February 11, 2008 and 20,000 shares on
February 23, 2009; Mr. Anderson 1,250 shares on
February 11, 2008, 1,000 shares on July 1, 2008,
6,700 shares on February 23, 2009, and
11,200 shares on February 22, 2010;
Mr. ODonnell 1,875 shares on February 11,
2008, 4,400 shares on February 23, 2009 and
6,400 shares on February 22, 2010.
|
|
(3)
|
|
The market values included in the
table are based on the closing market price of the
Companys common stock of $3.11 per share on
December 31, 2007, the last trading day of the year.
|
|
(4)
|
|
Performance-based restricted stock
included in the table was awarded on February 11, 2005 and
February 22, 2007, under the 2004 Long-Term Incentive Plan,
in the following amounts (based on performance at
target): Mr. Brown, 26,250 shares [2005]
and 50,000 shares [2007]; Mr. Anderson,
3,750 shares [2005] and 33,000 shares [2007];
Mr. ODonnell, 5,625 shares [2005] and
19,500 shares [2007]. These awards vest on the third
anniversary of the date of the grant (February 11, 2008 and
February 22, 2010, respectively), provided that the
performance targets are achieved; otherwise, the awards will be
forfeited on those dates. The Performance-based restricted stock
awards granted on June 11, 2004 were forfeited on
June 11, 2007 because the performance targets upon which
they were granted were not achieved. As a result, Mr. Brown
forfeited 30,000 shares; Mr. Anderson forfeited
4,000 shares, and Mr. ODonnell forfeited
6,000 shares. The number of shares and values included in
the table reflect the shares that would be earned at the
threshold performance level.
|
31
ADDITIONAL
NARRATIVE DISCLOSURES
Qualified and
Nonqualified Retirement Plans
Milacron
Retirement Plan
The Milacron Retirement Plan (Retirement Plan) is a qualified
defined benefit plan for U.S. income tax purposes and is
intended to provide general retirement income to participants.
Each of the named executive officers participate in the
Retirement Plan. The principal formula for calculating pension
benefits is .015 times average compensation times credited
service up to 35 years, minus 1/70 of Primary Social
Security benefit at age 65 times credited service up to
35 years. Average compensation generally includes all
salary, bonus, and incentive compensation (excluding amounts
paid under the Long-Term Incentive Plan) for the five
consecutive year period which produces the highest average
compensation, subject to the applicable IRS compensation limit
(which in 2007 was $225,000). A participants benefit is
paid in a single life annuity at age 65. Vested plan
participants may elect a reduced early retirement benefit upon
termination of employment, commencing at age 55 or older.
However, unreduced benefits are paid to participants at
age 62 or older who have 25 or more years of service or if
age plus service equals 90. Upon the death of a participant, his
or her spouse may receive a pre-retirement survivor benefit of a
50% survivor annuity. The Retirement Plan was amended as of
December 31, 2007, to freeze accrual of all future benefits.
Milacron
Retirement Savings Plan
The Milacron Retirement Savings Plan (the Savings Plan) is a
qualified defined contribution plan for U.S. income tax
purposes and is intended to provide retirement savings and
income to participants. Each of the named executive officers
participate in the Savings Plan. The Savings Plan permits
participants to make salary deferral contributions. In addition,
the Company may make discretionary matching contributions
and/or
discretionary retirement contributions to the Savings Plan that
generally become fully vested once the participant has completed
three years of service with the Company or upon death or
disability during employment. Participant contributions and
Company contributions may be invested in a variety of available
investment options selected by the participant. Participants may
generally elect to receive their account upon their termination
of employment (or such later date as permitted under applicable
tax rules) in a lump-sum payment or a series of installments.
For 2007, each named executive officer was eligible for
discretionary matching contributions, but not discretionary
retirement contributions. As announced in 2007 and beginning in
2008, as a result of the Retirement Plan being frozen effective
December 31, 2007, as with all other effected participants,
each named executive officer will be eligible for discretionary
matching contributions (if made to the Plan) and discretionary
retirement contributions. Upon the death of a participant, the
participants vested account will be paid to his or her
surviving spouse or other beneficiary.
Milacron
Supplemental Retirement Plan (Nonqualified Excess
Plan)
The Milacron Supplemental Retirement Plan (SRP) is a
non-qualified plan intended to provide supplemental retirement
benefits based on the participants compensation in excess
of the IRS benefit and compensation limits imposed on the
Milacron Retirement Plan (
i.e.
, the maximum compensation
limit applicable to U.S. qualified retirement plans of
$225,000 for 2007). Each named executive officer participates in
the SRP. The SRP is designed to provide a benefit generally
using the benefit formula under the Milacron Retirement Plan,
but based on compensation in excess of the IRS limits for
qualified plans. Participants are vested if employed on normal
retirement date of age 65, early retirement date of
age 55 with five years of vesting service, the date of
involuntary termination of employment before reaching the age of
55 but after completion of 10 years of credited service, or
the date of a qualifying termination following a change in
control. A participants benefit is paid in a single life
annuity at age 65. Vested plan participants may elect a
reduced early retirement benefit upon termination of employment,
commencing at
32
age 55 or older. However, unreduced benefits are paid to
participants at age 62 or older who have 25 or more years
of service or if age plus service equals 90. Upon the death of a
participant, his or her spouse may receive a pre-retirement
survivor benefit of a 50% survivor annuity. Payment of benefits
are generally contingent on satisfaction of customary
non-compete and non-disclosure restrictions. Pursuant to the
SERSA, the SRP may not be amended or terminated with respect to
our named executive officers until after October 2, 2009.
For more information concerning the payment of benefits from the
SRP upon a participants qualifying termination following a
change in control, please refer to Potential Payments Upon
Termination or
Change-in-Control,
below.
Milacron
Supplemental Executive Retirement & Pension Plans
(Nonqualified Supplemental Plans)
The Milacron Supplemental Executive Retirement Plan (SERP) and
the Milacron Supplemental Executive Pension Plan (SEPP) are
non-qualified plans intended to provide supplemental retirement
benefits that are competitive in the marketplace in order to
attract and retain executive officers. Mr. Brown is
eligible to participate in the SERP and Messrs. Anderson
and ODonnell are eligible to participate in the SEPP.
Participants who have 10 or more years of credited service as an
officer of Milacron Inc. (or, for the SEPP, in an eligible
position thereunder) receive an annual benefit equal to the
greater of (i) one percent of the participants
highest average compensation for each year of credited service
the participant served as an officer of Milacron Inc. (or, for
the SEPP, in an eligible position thereunder), not to exceed 10%
or (ii) an amount necessary to increase the
participants combined annual benefits under the SEPP,
SERP, Milacron Retirement Plan, SRP and Retirement Savings Plan
(retirement contributions only) to 52.5% of the
participants highest average compensation. Participants
with less than 10 years of credited service receive an
annual benefit equal to 1% of the participants highest
average compensation for each year of credited service the
participant served as an officer of Milacron Inc. (or, for the
SEPP, in an eligible position thereunder), not to exceed 10%.
However, a participants total retirement benefit under the
SERP, SEPP, Retirement Plan, SRP and Retirement Savings Plan
(retirement contributions only) cannot exceed 60% of average
compensation. Highest average compensation is the highest
average of the participants compensation for three
consecutive years. Compensation has the same meaning as provided
in the Retirement Plan, except compensation is not subject to
the IRS limits for qualified plans. A participant vests in his
SERP or SEPP benefit if employed on his normal retirement date
of age 65, the date he reaches age 55 and has at least
10 years of credited service or the date of his termination
of employment due to disability with at least 10 years of
credited service, death with at least five years of service or
qualifying termination following a change in control.
Participants in the SERP are entitled to unreduced early
retirement benefits at age 55 or older with 10 or more
years of credited service. Participants in the SEPP are entitled
to unreduced early retirement benefits at age 62 or older
with 10 or more years of credited service and a reduced benefit
if benefits are paid before age 62. Benefits from the SERP
and SEPP are paid in a single life annuity (if single) or a
joint and 50% survivor annuity (if married), without actuarial
reduction for the survivor benefit. Upon the death of a
participant, his or her spouse may receive a pre-retirement
survivor benefit of a 50% survivor annuity. Payment of benefits
are generally contingent on satisfaction of customary
non-compete and non-disclosure restrictions. Pursuant to the
SERSA, the SERP and the SEPP may not be amended or terminated
until after October 2, 2009 with respect to Mr. Brown
and Messrs. Anderson and ODonnell, respectively.
For more information concerning the payment of benefits from the
SERP or SEPP upon a participants death, disability or
qualifying termination following a change in control, please
refer to Potential Payments Upon Termination or Change in
Control, below.
Potential
Payments Upon Termination or Change in Control
The Company has entered into certain agreements and maintains
certain plans and arrangements that require the Company or its
successors to pay or provide certain compensation and benefits
to its
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named executive officers in the event of certain terminations of
employment or a change in control of the Company.
Voluntary
Termination Without Good Reason or Involuntary Termination For
Cause
The Company does not maintain any plans or arrangements that
would provide enhanced benefits to our named executive officers
solely as a result of a voluntary termination without good
reason or an involuntary termination for cause.
Voluntary
Termination for Good Reason or Involuntary
Termination without Cause
Supplemental Retirement Plan.
The Supplemental
Retirement Plan would provide benefits upon an involuntary
termination of employment before reaching the age of 55 but
after completion of 10 years of credited service.
Executive Retention/Separation Plan.
The
Executive Retention/Separation Plan would provide
post-termination benefits to our named executive officers upon
their involuntary termination without cause or upon their
resignation for good reason, which benefits include:
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A lump-sum cash payment equal to 12 months (24 months
in the case of Mr. Brown) of base salary;
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A lump-sum cash payment equal to the named executive
officers annual bonus earned for the year of his
termination of employment;
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The actual bonus for the first year immediately following his
termination of employment, and in the case of Mr. Brown
only, an additional amount equal to the actual bonus for the
second year following the year of his termination of employment,
in each case prorated from the beginning of the year to the end
of the severance period;
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The accelerated vesting and payment of all restricted shares,
performance-based restricted shares, and performance units on a
prorated basis based on the length of time beginning on the date
of grant and ending 12 months (24 months in the case
of Mr. Brown) after termination of employment and the
extent to which the Company attains the applicable performance
criteria;
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12 months (24 months in the case of Mr. Brown) of
additional age and service credit for vesting and benefit
entitlement purposes under all of the Companys
supplemental pension plans in which the named executive officer
participates;
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12 months (24 months in the case of Mr. Brown) of
continued coverage under the Companys group medical and
dental plan, long-term disability plan, and life insurance plan;
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12 months of outplacement assistance and financial
planning, and legal fees for such period as reasonably
determined by the Personnel and Compensation Committee to be
appropriate.
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Special Executive Retention and Severance
Agreement.
The Special Executive Retention and
Severance Agreement (SERSA) would provide Messrs. Anderson
and ODonnell a lump payment of $454,000 and $339,700,
respectively, upon their involuntary termination without cause
within 24 months after the Bayside Transaction (the
Protection Period). In addition, each named
executive officer would be entitled to the following additional
benefits if their employment is terminated involuntarily without
cause or if they resign for good reason during the Protection
Period:
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With respect solely to Messrs. Anderson and ODonnell,
full vesting in the supplemental pension plans in which the
named executive officer participates;
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With respect solely to Messrs. Anderson and ODonnell,
12 months of age and service credit with respect to the
supplemental pension plans in which the named executive officer
participates (in
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addition to the age and service credit provided under the
Executive Retention/Separation Plan described above);
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If any payments or benefits that our named executive officers
receive are subject to the golden parachute excise tax imposed
under Section 4999 of the Internal Revenue Code, an
additional payment so that the executive is placed in the same
after-tax position as if no excise tax had been imposed.
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If any payments or benefits that our named executive officers
receive are subject to an additional tax under
Section 409A, an additional payment so that the executive
is placed in the same after-tax position as if no penalties were
imposed under Section 409A.
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In accordance with the terms of each executives Special
Executive Retention and Severance Agreement, the supplemental
pension plans and Executive Retention/Separation Plan may not be
terminated or amended with respect to our named executive
officers until after October 2, 2009.
No benefits will be provided under the Executive
Retention/Separation Plan or the SERSA until the named executive
officer signs a standard general release and confidentiality
agreement. In addition, the Company may stop payment of benefits
under the Executive Retention/Separation Plan and seek repayment
of benefits paid under the Executive Retention/Separation Plan
if an executive violates the terms of the release or
confidentiality restrictions. No benefits will be payable under
the Executive Retention/Separation Plan if benefits become
payable under the Executive Severance Agreements described below.
For purposes of the Executive Retention/Separation Plan and the
SERSA and other arrangements of the Company identified in this
section of the proxy statement, the term cause
generally means the named executive officers
(i) fraud on, or misappropriation or embezzlement of,
assets of the Company or its affiliates that causes material
harm to the Company or its affiliates or (ii) the willful
and continued failure to substantially perform his duties. The
term good reason means the occurrence of any of the
following without the named executive officers express
prior written consent: (i) any material diminution of, or
the assignment of duties materially inconsistent with his
position, duties, responsibilities, and title with the Company,
a material adverse change in his titles or offices with the
Company, or any removal from, or any failure to re-elect the
named executive officer to, any of such positions; (ii) a
reduction by the Company in his annual bonus or base salary;
(iii) the Companys failure to continue any benefit
plan or arrangement in which the named executive officer
participates without providing a replacement benefit or any
action that would adversely affect or materially reduce the
named executive officers benefits; (iv) any action
that would affect the named executive officers participation in
an incentive plan; (v) the Companys reduction of the
number of vacation days to which the named executive officer is
entitled; (vi) the Companys breach of the terms of
the plan or other agreement with the named executive officer;
(vii) the Companys failure to require any successor
to assume the plan and any material agreement between the named
executive officer and the Company; or (viii) the
Companys purported termination of the named executive
officer without cause.
Death
The named executive officers will become entitled to the
following benefits upon death during employment:
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Accelerated vesting of all outstanding restricted shares and
performance-based restricted shares;
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Payment of all outstanding performance units at the 100% level;
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A pro-rated annual bonus for the year of death, based on the
extent that the Company achieves the performance goals at the
end of the year.
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Accelerated vesting in the retirement benefit accrued under the
Supplemental Executive Retirement Plan or Supplemental Executive
Pension Plan, if the officer has at least five years of service.
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Disability or
Retirement
The named executive officers will become entitled to the
following benefits upon disability during employment or
retirement:
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Continued vesting of all outstanding time-based restricted
shares granted in 2005 and 2007;
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Prorated vesting of the time-based restricted shares granted in
2006;
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Vesting of the performance-based restricted shares, based on the
extent that the Company achieves the performance goals at the
end of the performance period;
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Vesting of a prorated number of performance units, based on the
extent that the Company achieves the performance goals at the
end of the performance period and the period of time that the
named executive officer was employed during the performance
period;
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A pro-rated annual bonus for the year of termination, based on
the extent that the Company achieves the performance goals at
the end of the year;
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Accelerated vesting in retirement benefit accrued under the
Supplemental Executive Retirement Plan or Supplemental Executive
Pension Plan, if the officer terminates employment due to
disability and has at least 10 years of credited service.
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For this purpose, the term disability generally
means a disability under the Companys long-term disability
plan. The term retirement generally means the
executives termination of employment after attaining
age 55 with at least five years of service under the
Companys pension plan or termination of employment in
connection with an early retirement program.
Mr. ODonnell is the only named executive officer who,
as of December 31, 2007, met the age and service
requirements to be eligible for retirement.
Change in
Control
The named executive officers would be entitled to the following
benefits upon a change in control of the Company:
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Full vesting of all restricted shares and performance-based
restricted shares;
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Full vesting of outstanding performance units at the 100% level;
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A target annual bonus for the year of the change in control.
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For this purpose, a change in control generally
means any of the following: (i) an acquisition of 20% or
more of the Companys voting power; (ii) a change in
the membership of the Companys board of directors, such
that the current incumbents and their approved successors no
longer constitute a majority; (iii) a business combination
in which any one of the following is true: the Companys
old shareholders do not hold two-thirds or more of the combined
enterprise or there is a 20%-or-more shareholder of the combined
enterprise (other than as a result of conversion of the
shareholders pre-combination interest in the Company); or
(iv) shareholder approval of a complete liquidation of the
Company.
Qualifying
Termination Following Change in Control
Executive Severance Agreements.
The Company
has entered into Executive Severance Agreements with its named
executive officers. The agreements are for a one-year term and
renew each year on January 1, unless we provide the
executive with notice by September 30th of the
immediately preceding year of our intention to not extend the
term of the agreement. Under these agreements, our
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named executive officers would become entitled to the following
additional benefits if the Company terminates their employment
without cause or if the named executive officer resigns for good
reason immediately following a change in control:
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A lump sum payment equal to two times (three times in the case
of Mr. Brown) the executives annual base salary and
his highest annual bonus for the three completed performance
years that precede the change in control (or that precede the
termination, if higher);
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A lump sum payment equal to the present value of the additional
benefits under the Companys qualified and supplemental
defined benefit plans that the executive would have received had
he remained employed for two years (three years in the case of
Mr. Brown) after the date of termination;
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A lump sum payment equal to all outstanding long-term incentive
awards assuming attainment of maximum performance targets. These
amounts would include the excess of (i) payment of the
performance units at the maximum performance target over
(ii) payment of the performance units at the 100% level
(which was described above under the heading Change in
Control);
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Two years (three years in the case of Mr. Brown) of
continued life insurance, accidental insurance, dental coverage,
and medical coverage (reduced to the extent the executive
receives comparable benefits from another employer), and in some
cases long-term disability coverage;
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All legal fees and expenses reasonably incurred by the executive
in any dispute concerning the interpretation or enforcement of
the change in control agreement;
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Outplacement services for a period of one year;
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If any payments or benefits that the executive receives are
subject to the golden parachute excise tax imposed under
Section 4999 of the Internal Revenue Code, an additional
payment so that the executive is placed in the same after-tax
position as if no excise tax had been imposed.
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The Executive Severance Agreements contain standard
confidentiality provisions that prohibit the executive from
disclosing confidential information while employed or
thereafter. Under the terms of each Executive Severance
Agreement, the named executive officer is entitled to continued
salary, benefits, and participation in the applicable incentive
plans during a period of physical or mental
disability of 12 consecutive months or less
following a change in control. If the executive remains disabled
for more than 12 months, his termination by the Company
will not trigger the change in control termination benefits
under Executive Severance Agreements described above. For
purposes of the Executive Severance Agreements, the terms
cause, disability, and good
reason have the same general meaning as provided above.
Retirement Benefits.
Under the supplemental
retirement plans, each of our named executive officers would
become fully vested in his benefit upon the Companys
termination of his employment for any reason (other than for
cause or disability) or upon the executives resignation
for good reason during the two-year period following a change in
control. For purposes of the supplemental retirement plans,
(i) the term cause generally has the same
meaning provided under the Executive Severance Agreements,
except that an executive shall not be deemed to have been
terminated for cause unless such termination is approved by
three-quarters of the members of the Companys Board of
Directors, (ii) the term disability generally
means the executives mental or physical incapacity that
results in the executives absence from work for a period
of more than 18 consecutive months and (iii) the terms
good reason and change in control
generally have the same meanings provided above.
37
REPORT OF THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee met eight
times during the year. The Committee reviewed and ratified its
charter, which provides that the Committee is responsible for
the nomination of directors and the Companys corporate
governance practices. The Committee assumed a leadership role in
shaping and maintaining the corporate governance of the Company.
It reviewed and approved the Companys corporate governance
guidelines, code of business conduct, and financial code of
ethics. The Committee arranged for the dissemination and
disclosure of these and other corporate governance documents,
including its charter, to employees and shareholders via the
Companys website. The address of the website is
www.milacron.com
. These documents are also available upon
request from the corporate secretary. No waivers were sought or
granted from the Companys code of conduct in 2007. The
Committee is not aware of any situation or circumstances that
would require a waiver.
In 2007, the Committee considered seven candidates for director,
all of whom were recommended by Bayside, an affiliate of Ohio
Plastics, which owns a majority of the Series B Preferred
Stock. The Committee evaluated each candidate following the
procedures set forth in the Companys Corporate Governance
Guidelines and applying the principles set forth in the
Committees charter, including the Criteria for Selecting
Candidates for the Board of Directors. Upon completion of its
evaluation, the Committee reported its findings and made
recommendations to the full Board, and the candidates were
appointed to the Board.
The Committee reviewed the membership of the Boards
committees and made recommendations to the Board regarding
committee appointments.
The Committee also conducted an evaluation of its performance
and oversaw the evaluation process to ensure that the full Board
and each of the other committees performed its own
self-evaluation and reported on the same to the Board of
Directors.
The Nominating and Corporate
Governance Committee
Charles F.C. Turner, Chairperson
John P. Bolduc
Jason T. Eglit
Tiffany F. Kosch
Donald R. McIlnay
Larry D. Yost
38
REPORT OF THE
AUDIT COMMITTEE
The Audit Committee oversees the Companys financial
reporting process on behalf of the Board. Management has the
primary responsibility for the financial statements and the
reporting process, including the systems of internal controls.
In fulfilling its oversight responsibilities, the Committee
reviewed the quarterly financial results prior to inclusion of
the same in the Companys Quarterly Reports on
Form 10-Q
and reviewed the audited financial statements in the Annual
Report on
Form 10-K
with management, including a discussion of the quality, not just
the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The Committee discussed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just
acceptability, of the Companys accounting principles and
such other matters as are required to be discussed with the
Committee under generally accepted auditing standards (including
those described in Statement on Auditing Standards No. 61,
as amended,
Communications with Audit Committees
). In
addition, the Committee has discussed with the independent
auditors the auditors independence from management and the
Company (including the matters in the written disclosures and
the letter required by Rule 3600T of the Public Company
Accounting Oversight Board, which adopts on an interim basis
Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees
, which
disclosures and letter have been received by the Committee), and
considered the compatibility of non-audit services (described
under Independent Auditors below) with the
auditors independence.
The Committee discussed with the Companys internal and
independent auditors the overall scope and plans for their
respective audits. The Committee meets with the internal and
independent auditors, with and without management present, to
discuss the results of their examinations, their evaluations of
the Companys internal controls, and the overall quality of
the Companys financial reporting. The Committee held seven
meetings during 2007.
In reliance on the reviews and discussion referred to above, the
Committee recommended to the Board and the Board approved the
inclusion of the audited financial statements in the Annual
Report on
Form 10-K
for the year ended December 31, 2007 for filing with the
SEC.
The Committee has re-appointed, subject to shareholder
ratification, Ernst & Young LLP as the Companys
independent auditors for the year ending December 31, 2008.
The Audit Committee
Mark L. Segal, Chairperson
Sallie B. Bailey
Charles F.C. Turner
39
PROPOSAL 2:
INDEPENDENT AUDITORS
The Audit Committee has appointed Ernst & Young LLP as
independent auditors of the Company and its subsidiaries for the
fiscal year 2008. While there is no legal requirement that the
appointment of auditors be submitted to a vote of the
shareholders, the Audit Committee believes that the appointment
of auditors is of sufficient importance to justify shareholder
ratification. In the event that the shareholders do not ratify
the appointment, the Audit Committee will reconsider its
appointment. Ratification of the appointment will require the
affirmative vote of the holders of at least a majority of the
voting power of the Common Stock, the Series B Preferred
Stock, and the 4% Preferred Stock, present in person or by proxy
at the Annual Meeting, voting together as a single class.
Abstentions will have the same effect as a vote against
ratification. Broker non-votes will have no effect on the
outcome of the vote on ratification.
The Audit Committee reviews and approves, prior to the annual
audit, the scope, general extent, and fees related to the
independent auditors audit examination. The Committee also
reviews the extent of non-audit services provided by the
independent auditors in relation to the objectivity and
independence needed in the audit. The Committee pre-approves all
non-audit services performed by the independent auditor and fees
related thereto (this responsibility may be delegated to the
Chairperson when appropriate).
The Company paid the following fees to Ernst & Young
LLP in 2007 and 2006:
Audit Fees:
Fees for audit services were
$3,864,000 in 2007 and $4,185,000 in 2006. Audit fees consist of
fees for services related to the annual audit of the
Companys consolidated financial statements (including
statutory audits of subsidiaries or affiliates of the Company),
quarterly reviews of
Form 10-Q,
issuance of the opinion on the Companys internal controls
over financial reporting, and issuance of consents.
Audit-Related Fees:
There were no
audit-related fees in 2007 and 2006.
Tax Fees:
Tax fees were $361,000 in 2007 and
$353,000 in 2006 for services related to tax compliance, tax
return preparation, and tax planning.
All Other Fees:
There were no fees for all
other services not described above in 2007 and 2006.
A representative of Ernst & Young LLP will attend the
annual meeting, will have the opportunity to make a statement,
and will be available to answer appropriate questions.
THE BOARD RECOMMENDS THAT THE
SELECTION OF ERNST & YOUNG LLP BE RATIFIED
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and
related regulations require the Companys directors,
executive officers, and persons who own more than 10% of the
Companys securities of any class (reporting
persons) to report their initial ownership of the
securities and any changes in that ownership to the SEC and the
NYSE. All reporting persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a)
reports they file. Based on the Companys review of the
reports it has received, the Company believes that all
Section 16(a) filing requirements applicable to reporting
persons were complied with during the last fiscal year except as
follows: one Form 3 and one Form 4, each of which
reported one transaction, filed late by Thomas T. Thompson and
one Form 4, which reported one transaction, filed late by
Steven N. Isaacs.
40
SHAREHOLDER
PROPOSALS FOR THE
2009 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 2009 Annual Meeting
of Shareholders to be eligible for inclusion in the
Companys proxy material pursuant to
Rule 14a-8
under the Securities Exchange Act of 1934, they must be received
by the Company at its principal office in Cincinnati, Ohio, on
or before December 14, 2008 and must comply with
Rule 14a-8.
If any shareholder who intends to propose any matter to be acted
upon at the 2009 Annual Meeting of Shareholders does not inform
the Company of such matter on or before February 7, 2009,
the persons named as proxies for the 2009 Annual Meeting of
Shareholders will be permitted to exercise discretionary
authority to vote on such matter even if the matter is not
discussed in the proxy statement for that meeting.
For business or a nominee for director election to be properly
brought by a shareholder before the 2009 Annual Meeting of
Shareholders, timely notice thereof must be given in writing to
the Secretary of the Company not earlier than the close of
business on January 8, 2009, nor later than the close of
business on February 7, 2009. In no event shall the public
announcement of an adjournment or postponement of the 2009
Annual Meeting of Shareholders commence a new time period (or
extend any time period) for the giving of a shareholders
notice as described above. The notice of business or notice of a
nominee must comply with certain other requirements set forth in
the Companys By-Laws.
OTHER
MATTERS
The Board does not intend to present any other business at the
meeting and knows of no other matters which will be presented.
No shareholder has informed the Company of any intention to
propose any other matter to be acted upon at the meeting.
However, if any other matters properly come before the meeting,
it is the intention of the persons named as proxies to vote in
accordance with their judgment on such matters.
By order of the Board of Directors,
Hugh C. ODonnell
Senior Vice President,
General Counsel and Secretary
Cincinnati, Ohio
March 28, 2008
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE, OR SUBMIT YOUR PROXY VIA THE TELEPHONE OR
INTERNET. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY
AND VOTE YOUR SHARES IN PERSON.
41
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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS.
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Please
Mark Here
for Address
Change or
Comments
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SEE REVERSE SIDE
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
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1.
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Election of Directors
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FOR
All Nominees
(Except as
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WITHHOLD
AUTHORITY
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Nominess:
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marked to the
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for all
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01 Larry D. Yost
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contrary)
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Nominees
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02 John P. Bolduc
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03 John B. Caple
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04 Jason T. Eglit
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05 Tiffany F. Kosch
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06 Matthew S. Sanford
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07 Lewis J. Schoenwetter
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FOR
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AGAINST
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ABSTAIN
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Ratification of Ernst & Young LLP as independent
accountants
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To withold authority to vote for any individual nominee, write that nominee's name in the space below.
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I PLAN TO ATTEND
THE MEETING
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NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
5
FOLD AND DETACH HERE
5
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time
the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same
manner
as if you marked, signed and returned your proxy card.
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INTERNET
http://www.proxyvoting.com/mz
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TELEPHONE
1-866-540-5760
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OR
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Use the internet to vote your proxy. Have your proxy
card in hand when you access the web site.
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Use any touch-tone telephone to vote your proxy. Have
your proxy card in hand when you call.
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If you vote your
proxy by Internet or by telephone, you do NOT need to mail back your proxy
card.
To vote by mail, mark, sign and date your proxy card and return it in
the enclosed postage-paid envelope.
Choose
MLink
SM
for fast, easy and secure 24/7 online access
to your future proxy materials, investment plan statements, tax documents and
more. Simply log on to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/isd
where step-by-step instructions will prompt
you through enrollment.
PROXY
MILACRON INC.
PROXY FOR HOLDERS OF
6% SERIES B CONVERTIBLE PREFERRED STOCK ONLY
This Proxy is solicited on behalf of the Board of Directors
Proxy for Annual Meeting of Shareholders to be held May 8, 2008
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Ronald D. Brown and Hugh C. ODonnell (each with power to act alone and power of substitution) are hereby authorized to represent and to vote all the shares of Common Stock, 6% Series B Convertible Preferred Stock and 4% Cumulative Preferred Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held May 8, 2008, and any adjournment or postponement thereof, for the purposes of considering and taking action upon
the matters listed below, as more fully set forth in the Proxy Statement of Milacron Inc. accompanying this Proxy, receipt of which is hereby acknowledged, and in their discretion on all other matters that may properly come before the meeting or that are incident to the conduct of the meeting, including to vote for the election of substitute nominees for director as such proxy holders may select in the event any nominee named herein becomes unable to serve. The undersigned hereby revokes
any and all prior proxies granted with respect to the matters described herein.
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This proxy when properly executed will be voted as directed by the undersigned. If no direction is made, this proxy will be voted FOR the nominees for director listed in Proposal 1 and FOR Proposal 2.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
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Address Change/Comments
(Mark the corresponding box on the
reverse side)
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5
FOLD AND DETACH HERE
5
You can now access your MILACRON INC. account online.
Access your Milacron Inc. shareholder/stockholder account online via Investor ServiceDirect
®
(ISD).
The transfer agent for Milacron Inc., now makes it easy and convenient to get current information on your shareholder account.
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View account status
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View payment history for dividends
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View certificate history
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Make address changes
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View book-entry information
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Obtain a duplicate 1099 tax form
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Establish/change your PIN
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Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
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THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS.
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Please
Mark Here
for Address
Change or
Comments
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c
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SEE REVERSE SIDE
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
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1.
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Election of Directors
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FOR
the Nominee
(Except as
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WITHHOLD
AUTHORITY
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Nominess:
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marked to the
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for the
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01 Larry D. Yost
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contrary)
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Nominee
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c
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c
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FOR
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AGAINST
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ABSTAIN
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2.
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Ratification of Ernst & Young LLP as independent
accountants
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c
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c
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c
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To withold authority to vote for any individual nominee, write that nominee's name in the space below.
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I PLAN TO ATTEND
THE MEETING
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c
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NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
5
FOLD AND DETACH HERE
5
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
For shares held in a 401(k) or IRA plan sponsored by Milacron Inc., internet and telephone voting is
available through 11:59 PM Eastern Time on Monday May 5, 2008. For all other shares, internet and
telephone voting is available through 11:59 PM Eastern Time the day prior to annual meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same
manner
as if you marked, signed and returned your proxy card.
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INTERNET
http://www.proxyvoting.com/mz
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TELEPHONE
1-866-540-5760
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OR
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Use the internet to vote your proxy. Have your proxy
card in hand when you access the web site.
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Use any touch-tone telephone to vote your proxy. Have
your proxy card in hand when you call.
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If you vote your
proxy by Internet or by telephone, you do NOT need to mail back your proxy
card.
To vote by mail, mark, sign and date your proxy card and return it in
the enclosed postage-paid envelope.
Choose
MLink
SM
for fast, easy and secure 24/7 online access
to your future proxy materials, investment plan statements, tax documents and
more. Simply log on to
Investor ServiceDirect
®
at
www.bnymellon.com/shareowner/isd
where step-by-step instructions will prompt
you through enrollment.
PROXY
MILACRON INC.
PROXY MILACRON INC.
PROXY FOR ALL STOCKHOLDERS WHO DO NOT HOLD
6% SERIES B CONVERTIBLE PREFERRED STOCK
This Proxy is solicited on behalf of the Board of Directors
Proxy for Annual Meeting of Shareholders to be held May 8, 2008
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Ronald D. Brown and Hugh C. ODonnell (each with power to act alone and power of substitution) are hereby authorized to represent and to vote all the shares of Common Stock and 4% Cumulative Preferred Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held May 8, 2008, and any adjournment or postponement thereof, for the purposes of considering and taking action upon the matters
listed below, as more fully set forth in the Proxy Statement of Milacron Inc. accompanying this Proxy, receipt of which is hereby acknowledged, and in their discretion on all other matters that may properly come before the meeting or that are incident to the conduct of the meeting, including to vote for the election of substitute nominees for director as such proxy holders may select in the event any nominee named herein becomes unable to serve. If the undersigned has a beneficial interest in shares held in a 401(k) or IRA plan sponsor
ed by Milacron Inc., this proxy shall constitute a voting instruction form with respect to such plan shares. Voting instructions with respect to such plan shares must be provided by 11:59 p.m. Eastern Time on Monday, May 5, 2008, in the manner described herein. If voting instructions are not received by that time, such plan shares will be voted by the plan trustee as described in the aforementioned proxy statement. The undersigned hereby revokes any and all prior proxies granted with respect to the matters
described herein.
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This proxy when properly executed will be voted as directed by the undersigned. If no direction is made, this proxy will be voted FOR the nominee listed in Proposal 1 and FOR Proposal 2.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
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Address Change/Comments
(Mark the corresponding box on the
reverse side)
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5
FOLD AND DETACH HERE
5
You can now access your MILACRON INC. account online.
Access your Milacron Inc. shareholder/stockholder account online via Investor ServiceDirect
®
(ISD).
The transfer agent for Milacron Inc., now makes it easy and convenient to get current information on your shareholder account.
|
|
|
|
|
|
|
|
|
|
|
|
|
View account status
|
|
|
|
View payment history for dividends
|
|
|
|
|
View certificate history
|
|
|
|
Make address changes
|
|
|
|
|
View book-entry information
|
|
|
|
Obtain a duplicate 1099 tax form
|
|
|
|
|
|
|
|
|
Establish/change your PIN
|
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
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