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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Chromcraft Revington, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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SEC 1913 (02-02)
CHROMCRAFT REVINGTON, INC.
1100 NORTH WASHINGTON STREET
DELPHI, INDIANA 46923
-------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, MAY 4, 2004
-------------------------------
To the Stockholders of Chromcraft Revington, Inc.:
The annual meeting of stockholders of Chromcraft Revington, Inc. (the
"Company") will be held on Tuesday, May 4, 2004 at 9:00 a.m., local time, at the
Canterbury Hotel, 123 South Illinois Street, Indianapolis, Indiana, for the
following purposes:
1. To elect six directors of the Company, each for a term
expiring at the 2005 annual meeting of stockholders and until
his successor is duly elected and qualified.
2. To ratify the appointment of KPMG LLP as the independent
auditors for the Company for the fiscal year ending December
31, 2004.
3. To transact such other business as may properly come before
the annual meeting of stockholders and any adjournment or
postponement thereof.
The Board of Directors has fixed the close of business on March 8, 2004
as the record date for determining stockholders entitled to notice of and to
vote at the annual meeting of stockholders.
Whether or not you plan to attend the annual meeting, you are urged to
complete, date and sign the enclosed proxy and return it promptly in the
envelope provided so that your shares are represented and voted at the annual
meeting.
By Order of the Board of Directors,
Frank T. Kane
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
March 30, 2004
CHROMCRAFT REVINGTON, INC.
1100 NORTH WASHINGTON STREET
DELPHI, INDIANA 46923
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PROXY STATEMENT
-------------------------------
GENERAL INFORMATION
This proxy statement is furnished to the stockholders of Chromcraft
Revington, Inc. (the "Company") in connection with the solicitation by the Board
of Directors of the Company of proxies to be voted at the annual meeting of
stockholders of the Company to be held on Tuesday, May 4, 2004 at 9:00 a.m.,
local time, at the Canterbury Hotel, 123 South Illinois Street, Indianapolis,
Indiana, and at any and all adjournments or postponements of the meeting. This
proxy statement and accompanying form of proxy were first mailed to stockholders
of the Company on or about March 30, 2004.
The cost of soliciting proxies will be borne by the Company. In
addition to use of the mail, proxies may be solicited personally or by telephone
by directors, officers and certain employees of the Company who will not be
specially compensated for such solicitation. The Company also will request
brokerage firms, nominees, custodians and fiduciaries to forward the proxy
solicitation materials relating to the annual meeting to the beneficial owners
of common stock and will reimburse such institutions for the cost of forwarding
the materials.
Any stockholder giving a proxy has the right to revoke it at any time
before the proxy is exercised. Revocation may be made by written notice
delivered to the Secretary of the Company, by executing and delivering to the
Company a proxy bearing a later date or by attending and voting in person at the
annual meeting.
The shares represented by proxies received by the Company will be voted
as instructed by the stockholders giving the proxies. In the absence of specific
instructions, proxies will be voted as follows:
- FOR the election as directors of the six persons named as
nominees in this proxy statement, each of whom will hold
office for a term expiring at the 2005 annual meeting of
stockholders and until his successor is duly elected and
qualified; and
- FOR the approval of the ratification of KPMG LLP as the
independent auditors for the Company for the fiscal year
ending December 31, 2004.
If for any reason any director nominee named herein becomes unable or
unwilling to serve, the persons named as proxies in the accompanying form of
proxy will have authority to vote for a substitute nominee should the Board of
Directors determine to nominate another person. The accompanying form of proxy
gives discretionary authority to the persons named as proxies to vote in
accordance with the directions of the Board of Directors on any other matters
that may properly come before the annual meeting.
The principal executive office of the Company is located at 1100 North
Washington Street, Delphi, Indiana 46923.
VOTING SECURITIES
The Company has one class of capital stock outstanding consisting of
common stock. The close of business on March 8, 2004 has been fixed as the
record date (the "Record Date") for determining stockholders of the Company
entitled to notice of and to vote at the annual meeting and any adjournments or
postponements thereof. On the Record Date, the Company had 5,972,890 shares of
common stock outstanding and entitled to vote. There are no other outstanding
securities of the Company entitled to vote.
Each share of common stock of the Company is entitled to one vote,
exercisable in person or by proxy. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of common stock is necessary to
constitute a quorum at the annual meeting. Shares voting, abstaining or
withholding authority to vote on any matter at the annual meeting will be
counted as present for purposes of determining a quorum. Assuming a quorum is
present at the annual meeting, the election of directors will be determined by a
plurality of the votes cast. The ratification of the appointment of KPMG LLP and
any other matters that may properly come before the meeting will be approved by
the affirmative vote of the holders of at least a majority of the shares
present, in person or by proxy, at the annual meeting.
Instructions on the accompanying proxy to withhold authority to vote
for one or more of the director nominees will result in those nominees receiving
fewer votes. In counting the votes with respect to the ratification of the
appointment of KPMG LLP as the independent auditors for the Company and any
other matters that may properly come before the meeting, abstentions will have
the same effect as votes against the matter. Shares that are the subject of a
broker non-vote will be deemed to be not voted.
ITEM 1 - ELECTION OF DIRECTORS
The first item to be acted upon at the annual meeting of stockholders
will be the election of six directors of the Company, each of whom will serve a
term expiring at the 2005 annual meeting of stockholders and until his successor
is duly elected and qualified.
The Company expects each nominee for election as a director named in
this proxy statement to be able to serve if elected. If any nominee is not able
to serve, proxies will be voted in favor of the remainder of those nominated and
may be voted for substitute nominees selected by the Board of Directors, unless
the Board chooses to reduce the number of directors of the Company. The persons
named on the enclosed proxy intend to vote each proxy, if properly signed and
returned, FOR the election of each of the six director nominees identified in
this proxy statement, unless indicated on the proxy that the stockholder's vote
should be withheld from any or all of the nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR EACH
OF THE NOMINEES NAMED BELOW.
Set forth below are the name and age of each nominee, his principal
occupation and his directorships with other public companies.
STEPHEN D. HEALY, age 57, has served as the President of Cochrane
Furniture Company, Inc. (a subsidiary of the Company) since October, 1997. He
served as President of Korn Industries, Incorporated (a subsidiary of the
Company) from December, 2000 to July, 2002. From November, 1996 to September,
1997, Mr. Healy served as Executive Vice President of Cochrane Furniture
Company, Inc. He served as the Vice President-Finance of Chromcraft Corporation
(a subsidiary of the Company) from February, 1991 to October, 1996. Mr. Healy
has served as a director of the Company since 2002.
2
DAVID L. KOLB, age 65, has served as the Chairman of the Board of
Directors of Mohawk Industries, Inc., a flooring manufacturer, since 2001. From
1988 until 2000, Mr. Kolb served as the Chairman and Chief Executive Officer of
Mohawk Industries, Inc. From 1980 until 1988, Mr. Kolb served as the President
of Mohawk Carpet Corporation. Mr. Kolb serves as a director of Paxar Corp., a
manufacturer of tags and labels for retailers and apparel manufacturers, and as
a director of Aaron Rents, Inc., a retailer specializing in the rental and sale
of residential and office furniture, consumer electronics and home appliances
and accessories. Mr. Kolb has served as a director of the Company since 1992.
LARRY P. KUNZ, age 69, served as the President and Chief Operating
Officer of Payless Cashways, Inc., a retailer of building materials and home
improvement products, from 1986 until his retirement in 1993. Mr. Kunz has
served as a director of the Company since 1992.
THEODORE L. MULLETT, age 62, has been a management consultant since
1998. From 1965 until his retirement in 1998, Mr. Mullett was a certified public
accountant with KPMG LLP and was a partner with that firm from 1973 until 1998.
Mr. Mullett has served as a director of the Company since 2002.
MICHAEL E. THOMAS, age 62, is the Chairman, President and Chief
Executive Officer of the Company. He has served as the President and Chief
Executive Officer of the Company since its organization in 1992 and the Chairman
of the Board since March 15, 2002. Mr. Thomas has served as a director of the
Company since 1992.
WARREN G. WINTRUB, age 70, was a partner in the accounting firm of
Coopers & Lybrand from 1962 until his retirement in 1992. While at Coopers &
Lybrand, Mr. Wintrub served as a member of the Executive Committee from 1976
until 1988 and as the Chairman of the Retirement Committee from 1979 until 1992.
Mr. Wintrub serves as a director of Getty Realty Corp., a real estate company
specializing in the ownership, leasing and management of gasoline
station/convenience store properties. Mr. Wintrub also serves as a director of
Corporate Property Associates #14, Corporate Property Associates #16 Global and
Carey Institutional Properties, each of which is a real estate investment trust.
Mr. Wintrub has served as a director of the Company since 1992.
ITEM 2 - RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS INDEPENDENT AUDITORS
The second item of business to be acted upon at the annual meeting of
stockholders will be the ratification of the appointment of KPMG LLP as the
independent auditors for the Company for the fiscal year ending December 31,
2004. Although ratification by stockholders is not required, the Board of
Directors has determined that, as a matter of proper corporate governance, it is
desirable to ask stockholders to ratify the Audit Committee's appointment of
KPMG LLP as the Company's independent auditors. In the event the appointment of
KPMG LLP is not ratified by the stockholders, the Audit Committee will consider
the appointment of other independent auditors for the fiscal year ending
December 31, 2004. The persons named on the enclosed proxy intend to vote each
proxy, if properly signed and returned, FOR the ratification of KPMG LLP as the
independent auditors for the Company for the fiscal year ending December 31,
2004, unless indicated otherwise on the stockholder's proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY.
3
EXECUTIVE OFFICERS OF THE COMPANY
Mr. Thomas and Mr. Kane are executive officers of the Company, and each
serves a term of office of one year and until his successor is duly elected and
qualified. Mr. Healy is not an officer of the Company but serves as President of
one of the Company's subsidiaries and is a director of the Company. Although Mr.
Healy is not an officer of the Company, he may be deemed to be an executive
officer under certain rules and regulations of the Securities and Exchange
Commission. Mr. Healy's term of office as President of Cochrane Furniture
Company, Inc. is one year and until his successor is duly elected and qualified.
MICHAEL E. THOMAS, age 62, has served as the Chairman of the Board
since March 15, 2002 and as the President and Chief Executive Officer of the
Company since its organization in 1992.
FRANK T. KANE, age 50, has served as the Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer of the Company since its organization
in 1992.
STEPHEN D. HEALY, age 57, has served as the President of Cochrane
Furniture Company, Inc. (a subsidiary of the Company) since October, 1997. He
served as President of Korn Industries, Incorporated (a subsidiary of the
Company) from December, 2000 until July, 2002. From November, 1996 to September,
1997, Mr. Healy served as Executive Vice President of Cochrane Furniture
Company, Inc. Mr. Healy served as the Vice President-Finance of Chromcraft
Corporation (a subsidiary of the Company) from February, 1991 to October, 1996.
STOCK OWNERSHIP INFORMATION
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the number of shares of common stock of the
Company beneficially owned as of the Record Date by each director and executive
officer of the Company, as well as the number of shares beneficially owned by
all directors and executive officers as a group.
NUMBER OF SHARES PERCENT OF
NAME OF PERSON BENEFICIALLY OWNED (1) COMMON STOCK
-------------- ---------------------- ------------
Stephen D. Healy 84,701(2) 1.4%
Frank T. Kane 101,617(3) 1.7%
David L. Kolb 23,500 *
Larry P. Kunz 11,500 *
Theodore L. Mullett 12,700 *
Michael E. Thomas 327,006(4) 5.2%
Warren G. Wintrub 25,500 *
Directors and Executive
Officers as a Group 586,524 9.0%
(7 Persons)
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*Represents less than 1% of the outstanding common stock of the Company.
4
(1) Includes 514,414 shares which directors and officers have the
right to acquire pursuant to stock options exercisable within
sixty days of the date of this proxy statement as follows:
Stephen D. Healy, 84,476; Frank T. Kane, 99,912; David L.
Kolb, 7,500; Larry P. Kunz, 7,500; Theodore L. Mullett,
12,500; Michael E. Thomas, 295,026; and Warren G. Wintrub,
7,500.
(2) Includes 225 shares held for the benefit of Mr. Healy under
the Chromcraft Revington Employee Stock Ownership Plan.
(3) Includes 1,324 shares and 181 shares held for the benefit of
Mr. Kane under the Chromcraft Revington Savings Plan and the
Chromcraft Revington Employee Stock Ownership Plan,
respectively.
(4) Includes 30,252 shares and 178 shares held for the benefit of
Mr. Thomas under the Chromcraft Revington Savings Plan and the
Chromcraft Revington Employee Stock Ownership Plan,
respectively.
OWNERS OF MORE THAN FIVE PERCENT OF COMMON STOCK
The stockholders listed in the following table are known by management
to beneficially own more than 5% of the outstanding shares of the Company's
common stock as of the Record Date.
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) COMMON STOCK
------------------- ---------------------- ------------
Chromcraft Revington Employee 2,000,000 33.5%
Stock Ownership Plan Trust (1)
1100 North Washington Street
Delphi, Indiana 46923
FMR Corp. (2) 957,300 16.0%
82 Devonshire Street
Boston, Massachusetts 02109
T. Rowe Price Associates, Inc. (3) 897,300 15.0%
100 East Pratt Street
Baltimore, Maryland 21202
Royce & Associates, LLC (4) 357,300 6.0%
1414 Avenue of the Americas
New York, New York 10019
Michael E. Thomas (5) 327,006 5.2%
1100 North Washington Street
Delphi, Indiana 46923
--------------
5
(1) The Trust provides that the Trustee will vote the shares held
by the Trust in accordance with its fiduciary duties. In
voting such shares, the Trustee will consider the directions
of the plan's participants as to allocated shares and the
directions of the plan's Benefits Committee as to unallocated
shares. The Benefits Committee consists of Michael E. Thomas,
Chairman, President and Chief Executive Officer of the
Company, and Frank T. Kane, Vice President-Finance, Chief
Financial Officer, Secretary and Treasurer of the Company. The
members of the Benefits Committee are appointed by the Board
of Directors.
(2) Based solely on information provided by FMR Corp. in a
Schedule 13G filed with the Securities and Exchange Commission
on May 10, 2002. Included as reporting persons in the Schedule
13G are FMR Corp., Edward C. Johnson 3d, Chairman of FMR
Corp., and Abigail P. Johnson, a director of FMR Corp. The
reporting persons have sole power to dispose of 957,300
shares. Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR Corp., also is reported as a beneficial
owner of the 957,300 shares.
(3) Based solely on information provided by T. Rowe Price
Associates, Inc. ("Price Associates") in a Schedule 13G filed
with the Securities and Exchange Commission on February 4,
2004. These securities are owned by T. Rowe Price Small-Cap
Value Fund, Inc., which owns 897,300 shares, representing
15.0% of the outstanding shares of common stock, and which
Price Associates serves as investment advisor with power to
direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities. However, Price Associates
expressly disclaims that it is, in fact, the beneficial owner
of such securities.
(4) Based solely on information provided by Royce & Associates,
LLC in a Schedule 13G filed with the Securities and Exchange
Commission on January 29, 2004. Royce & Associates, LLC is the
only reporting person identified in the Schedule 13G and it
has sole power to dispose of 357,300 shares.
(5) Includes 295,026 shares which Mr. Thomas has the right to
acquire pursuant to stock options, 30,252 shares held for the
benefit of Mr. Thomas under the Chromcraft Revington Savings
Plan and 178 shares held for the benefit of Mr. Thomas under
the Chromcraft Revington Employee Stock Ownership Plan. Of the
total shares reported, Mr. Thomas has sole voting power over
all of the shares listed and no dispositive power over the
30,252 shares held for his benefit under the Chromcraft
Revington Savings Plan and the 178 shares held for his benefit
under the Chromcraft Revington Employee Stock Ownership Plan.
CHANGE IN CONTROL
In 2002, Court Square Capital Limited ("Court Square"), a Delaware
corporation and an affiliate of Citigroup Inc., completed its sale of 5,695,418
shares of Company common stock, comprising approximately 59% of the Company's
issued and outstanding shares of common stock on that date, to the Company and
the Chromcraft Revington Employee Stock Ownership Plan Trust (the "ESOP Trust"),
which forms a part of the Chromcraft Revington Employee Stock Ownership Plan
(the "ESOP"). With respect to the 5,695,418 shares of the Company's common stock
sold by Court Square, 3,695,418 shares were repurchased by the Company (the
"Company Stock Transaction") and 2,000,000 shares were purchased by the ESOP
Trust (the "ESOP Stock Transaction" and together with the Company Stock
Transaction, the "Transaction").
6
The funds required to pay the total consideration and certain related
expenses of the Transaction were obtained using available cash and bank
borrowings of approximately $45,000,000. Under a term loan and security
agreement (the "ESOP Loan Agreement"), the Company loaned $20,000,000 to the
ESOP Trust to finance the ESOP Stock Transaction. Under the ESOP Loan Agreement,
the ESOP Trust will repay such loan to the Company over a 30-year term at a
fixed rate of interest of 5.48% per annum.
Under the ESOP Loan Agreement, the ESOP Trust pledged the 2,000,000
shares of the Company's common stock owned by it (the "Pledged Shares") to the
Company as security for repayment of its obligations thereunder. Under a Pledge
and Security Agreement between the Company and National City Bank, as agent for
a syndicate of banks, the Company pledged the Pledged Shares to the banks.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, the Company's directors and
executive officers, and any persons beneficially owning more than 10% of the
Company's common stock, are required to report their initial ownership of the
Company's common stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established by the Securities and Exchange Commission, and the Company is
required to disclose in this proxy statement any failure to file timely the
required reports by directors, executive officers and 10% stockholders of the
Company. During 2003, no director or executive officer was late in filing the
required reports with the Securities and Exchange Commission. In making this
disclosure, the Company has relied solely upon written representations of
directors and executive officers of the Company and copies of reports that those
persons have filed with the Securities and Exchange Commission and provided to
the Company.
CERTAIN STOCK REPURCHASES BY THE COMPANY
During 2003, the Company repurchased 168,700 shares of its common stock
for a total amount of $2,225,860. The number of shares repurchased in 2003
includes 98,200 shares repurchased from Mr. Thomas, the Company's Chairman,
President and Chief Executive Officer, for $1,303,605 or $13.275 per share. This
per share price was determined based on an average of selling prices of the
Company's common stock prior to the date of the Company's repurchase of Mr.
Thomas' shares.
CORPORATE GOVERNANCE AND BOARD MATTERS
INDEPENDENCE AND GOVERNANCE
The Board of Directors has determined that each of the directors
standing for re-election at the 2004 annual meeting, with the exception of
Messrs. Thomas and Healy, has no material relationship with the Company and is
independent under the Company's director independence standards. Mr. Thomas is
not independent because he serves as the Company's Chairman, President and Chief
Executive Officer, and Mr. Healy is not independent because he serves as the
President of Cochrane Furniture Company, Inc., a subsidiary of the Company. The
Company's director independence standards are the same as the director
independence criteria adopted by the New York Stock Exchange as set forth in
Section 303A.02 of the Exchange's Listed Company Manual.
The Board of Directors has adopted a Code of Ethics applicable to its
chief executive officer and senior financial managers, a Code of Business
Conduct and Ethics applicable to its directors, officers and employees and a set
of Corporate Governance Guidelines. Copies of these items are available, without
charge, upon request in writing to Mr. Frank T. Kane, Corporate Secretary,
Chromcraft Revington, Inc., at 1100 North Washington Street, Delphi, Indiana
46923, or by telephone at (765) 564-3500.
7
BOARD COMMITTEES
The Board of Directors has three standing committees: the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee. All members of each of the Committees are non-management
directors who are independent under the criteria adopted by the New York Stock
Exchange.
Audit Committee. The members of the Audit Committee are Messrs. Mullett
(Chairman), Kolb, Kunz and Wintrub. The Audit Committee held two meetings in
2003. The Audit Committee's charter is attached to this proxy statement as
Appendix A. As specified in its charter, the Audit Committee's primary
objectives are to assist the Board of Directors in its oversight of (i) the
integrity of the financial statements of the Company, (ii) the qualifications
and independence of the Company's independent auditors, (iii) the performance of
the Company's internal audit function, and (iv) the Company's compliance with
applicable legal and regulatory requirements.
In addition, among other responsibilities, the Audit Committee
appoints, oversees the performance of and approves the fees of the Company's
independent auditors; reviews and discusses with management and the independent
auditors the Company's annual audited and quarterly financial statements;
reviews with management and the independent auditors the adequacy and
effectiveness of the Company's internal controls; discusses with management the
Company's major financial risk exposures; assures that the Company maintains an
internal audit function; reviews and recommends any changes to the Company's
Code of Ethics applicable to its chief executive officer and senior financial
officers; annually reviews the Audit Committee's charter and evaluates the
Committee's performance; and prepares the Audit Committee report for inclusion
in the Company's annual meeting proxy statement.
The report of the Audit Committee is included in this proxy statement
on page 19.
Mr. Wintrub serves on the Company's Audit Committee as well as the
audit committees of four other public companies or entities. The Company's Board
of Directors has determined that Mr. Wintrub's service on these audit committees
will not impair his ability to serve effectively on the Company's Audit
Committee.
Compensation Committee. The members of the Compensation Committee are
Messrs. Kolb (Chairman), Kunz, Mullett and Wintrub. The Compensation Committee
held eleven meetings in 2003. The Compensation Committee's charter is attached
to this proxy statement as Appendix B. As specified in its charter, the
Compensation Committee's primary objective is to assist the Board of Directors
in fulfilling its responsibilities relating to the compensation of the executive
officers of the Company.
In addition, among other responsibilities, the Compensation Committee
determines the compensation of the Company's chief executive officer and other
executive officers; reviews and approves the Company's goals and objectives
relevant to compensation of the chief executive officer; develops the
philosophies, policies and practices relating to compensation and benefits for
executive management of the Company and its subsidiaries; administers the
Company's stock option plans for key employees and directors; administers the
Company's short term and long term executive incentive plans; reviews and makes
recommendations to the Board of Directors regarding any employment agreements
for executive management of the Company and its subsidiaries; reviews and makes
recommendations to the Board of Directors regarding director compensation;
approves a succession plan developed by management for the Company's chief
executive officer and other executive officers; annually reviews the
Compensation Committee's charter and evaluates the Committee's performance; and
prepares the Compensation Committee report for inclusion in the Company's annual
meeting proxy statement.
8
The report of the Compensation Committee is included in this proxy
statement beginning on page 16.
Nominating and Corporate Governance Committee. The members of the
Nominating and Corporate Governance Committee are Messrs. Kunz (Chairman), Kolb,
Mullett and Wintrub. The Nominating and Corporate Governance Committee was
established by the Board of Directors in February, 2004 and, as such, did not
meet in 2003. The Nominating and Corporate Governance Committee's charter is
attached to this proxy statement as Appendix C. As specified in its charter, the
primary objectives of the Nominating and Corporate Governance Committee are to
assist the Board of Directors by (i) identifying individuals who are qualified
to serve as directors of the Company, (ii) recommending to the Board the
director nominees for election at each annual meeting of stockholders, (iii)
recommending to the Board any matters relating to the structure, authority and
membership of the Board's committees, (iv) developing and recommending to the
Board a set of Corporate Governance Guidelines applicable to the Company, and
(v) overseeing the evaluation of the Board of Directors.
In addition, among other responsibilities, the Nominating and Corporate
Governance Committee reviews possible candidates for election to the Company's
Board of Directors; develops a set of qualifications that the Committee will
consider when evaluating potential director nominees; reviews and recommends to
the Board of Directors any changes in the Company's Code of Business Conduct and
Ethics for its directors, officers and employees and its Corporate Governance
Guidelines; oversees the evaluations of executive management of the Company; and
annually reviews the Nominating and Corporate Governance Committee's charter and
evaluates the Committee's performance.
BOARD MEETINGS
The Board of Directors held seven meetings during 2003. Each director
attended at least 75% of the aggregate of all meetings of the Board of Directors
and all meetings of committees of the Board of Directors of which he is a
member.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid an annual
retainer of $20,000, plus a fee of $1,500 for each Board of Directors meeting
attended in person and a fee of $750 for each telephonic meeting of the Board in
which he participates. For committee meetings not held on the same day as a
Board of Directors meeting, a director receives a fee of $1,500 for each meeting
attended in person and $750 for each telephonic meeting in which he
participates. Directors serving as committee chairs receive an additional $3,000
annual retainer. Directors who are employees of the Company do not receive
director or committee fees for their service on the Board of Directors.
Directors who are not employees of the Company are eligible to
participate in the Directors' Stock Option Plan of the Company. Under this plan,
each director who is not an employee of the Company receives an option to
purchase 2,500 shares of common stock on the day following each annual meeting
of stockholders. Any new director who is elected or appointed for the first time
to the Board of Directors receives an option to purchase 10,000 shares of common
stock. All stock options granted under this plan vest immediately at the time of
the grant, have an exercise price equal to the fair market value of the
underlying shares on the date of the grant and are exercisable for ten years
following the date of each grant.
In 2003, David L. Kolb, Larry P. Kunz, Theodore L. Mullett and Warren
G. Wintrub each received an option to purchase 2,500 shares of common stock
under the Directors' Stock Option Plan.
9
EXECUTIVE SESSIONS OF THE BOARD OF DIRECTORS AND PRESIDING DIRECTOR
Executive sessions of the Board of Directors are those at which only
directors who are not also employees of the Company are present. Because only
independent directors are members of the Board's committees and because these
committees meet periodically during the year, executive sessions of the Board of
Directors will be held on an as-needed basis but, in any event, at least once a
year. In addition, any non-management directors can request that an executive
session of the Board be scheduled.
The presiding director is the director who presides over executive
sessions of the Board of Directors. The Board of Directors has not designated a
specific director to serve as the presiding director at all executive sessions
of the Board. Instead, the independent directors have determined to rotate the
presiding director position among themselves in the following order: Mr. Kolb,
Mr. Kunz, Mr. Mullett and Mr. Wintrub. The rotation will occur once a director
has presided over an executive session.
CONSIDERATION OF DIRECTOR CANDIDATES
Role of the Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee will consider candidates for Board
membership suggested by the Committee's members, by other members of the Board
of Directors and by stockholders. For existing directors to be nominated for
re-election at an annual meeting, the Nominating and Corporate Governance
Committee will consider the director's performance on the Board, his attendance
record at Board and committee meetings, the needs of the Company and the ability
of the director to continue to satisfy the established director qualifications
set forth in the Company's Corporate Governance Guidelines.
With respect to new members of the Board, the Nominating and Corporate
Governance Committee will consider the needs of the Company and whether the
director satisfies the Committee's established director qualifications. When the
Committee determines a need exists, the Committee will recommend new directors
to replace directors who do not seek re-election, to fill vacancies or to add
members to the Board of Directors in the event the size of the Board is
increased. Once the Committee has identified a prospective director nominee and
has conducted an initial evaluation of the candidate, the Committee will
interview the candidate. If the Committee believes the candidate would be an
appropriate addition to the Board of Directors, it will recommend to the full
Board of Directors that the individual be nominated for election at an annual
meeting of stockholders or be elected to fill a vacancy on the Board. The Board
of Directors determines the director nominees after considering the
recommendation of the Nominating and Corporate Governance Committee.
Suggestions by Stockholders. The Nominating and Corporate Governance
Committee will consider suggestions by stockholders of individuals to serve on
the Board of Directors when it makes its recommendations to the full Board of
Directors of persons to be nominated as directors. Director candidates suggested
by a stockholder will be considered by the Nominating and Corporate Governance
Committee in a manner similar to the way that candidates suggested by a
Committee member or by a member of the Board of Directors are considered. Any
stockholder desiring to make a suggestion to the Nominating and Corporate
Governance Committee of a director nominee should submit to the Committee the
candidate's name and address; a statement of the candidate's business
experience; an identification of other boards of directors and board committees
on which the candidate serves; a statement indicating any relationship between
the candidate and the Company itself, any customer, supplier or competitor of
the Company or the stockholder making the suggestion; a statement that the
candidate would be willing to serve if nominated and elected; an evaluation of
the candidate in light of the Committee's established director qualifications;
and any other information requested by the Committee. These suggestions should
be made in writing and received no later than October 31, 2004 by:
10
Chair, Nominating and Corporate Governance Committee
Chromcraft Revington, Inc.
1100 North Washington Street
Delphi, Indiana 46923
Stockholders also can nominate individuals for election as directors at
any annual meeting of stockholders in addition to mailing suggestions to the
Nominating and Corporate Governance Committee as provided above. To make such a
nomination, a stockholder must comply with the procedures set forth in the
Company's By-Laws. Those procedures are contained in Article IX of the By-Laws
and are summarized under the heading "STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS" on page 21 of this proxy statement.
Qualifications of Directors. When evaluating a prospective director
nominee, the Nominating and Corporate Governance Committee will consider, among
other qualifications, the prospective nominee's:
- level of integrity;
- ability to make sound decisions and to exercise appropriate
business judgment;
- business experience and knowledge of the Company's industry;
- ability to devote sufficient time and attention to the
performance of his duties as a director;
- independence from the Company and its customers, suppliers and
competitors;
- potential contribution to the range of talent, skill and
expertise needed or appropriate for the Board of Directors;
- ability to represent the interests of the Company's
stockholders; and
- background or experience in financial, accounting or
compensation matters.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders or other interested parties who desire to communicate with
the full Board of Directors, the non-management directors or an individual
director may write to:
Chairman of the Board
Chromcraft Revington, Inc.
1100 North Washington Street
Delphi, Indiana 46923
A letter from a stockholder should state the stockholder's name and, if
the stockholder's shares are held in street name, evidence of the stockholder's
share ownership. Depending on the subject matter of the letter, the Chairman
will:
- forward the letter to the appropriate director;
- attempt to handle the inquiry directly such as, for example,
where the letter contains a request for information about the
Company or stock transfer matters or is primarily commercial
in nature; or
- not forward the letter to any director if it relates to an
improper or irrelevant topic.
At each Board meeting, the Chairman will present a summary of all
letters received since the last Board meeting that were not forwarded to all
directors and will make those letters available to any director.
11
ATTENDANCE AT ANNUAL MEETINGS
The Board of Directors has adopted a policy that it expects all Board
members to attend the Company's annual meeting of stockholders. All directors
attended the Company's 2003 annual meeting.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the annual and long term compensation
paid by the Company to the executive officers of the Company for the years ended
December 31, 2003, 2002 and 2001.
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------- -----------------------
SHARES
OTHER UNDERLYING LTIP
NAME AND BONUS ANNUAL STOCK AWARD ALL OTHER
PRINCIPAL POSITION YEAR SALARY (1) COMPENSATION OPTIONS (2) COMPENSATION
-------------------------------------------------------------------------------------------------------------------
Michael E. Thomas 2003 $ 406,667 $ 99,555 $47,610(3) 46,567 $ 244,000 $ 97,411(4)
Chairman, President 2002 387,500 456,435 55,590(3) 175,000 471,254 60,028(4)
and Chief Executive 2001 322,833 -0- 52,749(3) -0- 72,926 95,067(4)
Officer of the Company
Frank T. Kane 2003 $ 209,167 $ 34,137 -0- 12,946 $ 66,933 $ 16,475(5)
Vice President- Finance, 2002 202,000 158,623 -0- 100,000 131,018 505(5)
Chief Financial Officer, 2001 185,000 -0- -0- -0- 22,288 8,308(5)
Secretary and Treasurer
of the Company
Stephen D. Healy (6) 2003 $ 215,000 $ -0- -0- -0- $ -0- $ 10,034(7)
President of Cochrane 2002 207,500 20,483 -0- 100,000 -0- 2,000(7)
Furniture Company, Inc.
(a wholly-owned subsidiary
of the Company)
--------------
(1) The amounts included in this column were earned under the Chromcraft
Revington Short Term Executive Incentive Plan (the "Short Term
Incentive Plan") for the years indicated.
(2) For 2003 and 2002, the awards under the Chromcraft Revington Long Term
Executive Incentive Plan (the "Long Term Incentive Plan") were paid in
two components: 50% in a single lump sum cash amount and 50% in options
to acquire shares of the Company's common stock. The cash and stock
option components of the awards for 2003 and 2002 were paid or granted
in 2004 and 2003, respectively. For 2001, awards under this Plan were
paid entirely in cash.
12
(3) Includes amounts reimbursed to Mr. Thomas for taxes incurred on Company
contributions to the Thomas SERP (as defined below) of $37,705, $43,406
and $46,426 for 2003, 2002 and 2001, respectively.
(4) Includes Company contributions to tax qualified retirement plans of
$10,034, $500 and $425 for 2003, 2002 and 2001, respectively, and
Company contributions pursuant to the Thomas SERP (as defined below)
and payments for retirement benefits reduced under Internal Revenue
Code restrictions of $87,378 of $59,528 and $94,642 for 2003, 2002 and
2001, respectively.
(5) Represents Company contributions to tax qualified retirement plans of
$9,985, $505 and $425 for 2003, 2002 and 2001, respectively, and
payments for retirement benefits reduced under Internal Revenue Code
restrictions of $6,490, -0- and $7,883 for 2003, 2002 and 2001,
respectively.
(6) Compensation information is provided only for the years that Mr. Healy
was deemed to be an executive officer of the Company.
(7) Represents Company contributions to tax qualified retirement plans.
Under applicable U.S. federal income tax laws, the Company generally
cannot take a tax deduction for certain compensation paid to the individuals
named in the Summary Compensation Table in excess of $1 million. However,
certain performance-based compensation is fully deductible by the Company if
certain requirements, including stockholder approval, are met. The Short Term
Incentive Plan and the Long Term Incentive Plan were approved by the Company's
stockholders in 2002.
STOCK OPTION GRANTS IN 2003
The following table summarizes certain information concerning stock
options granted in 2003 to the persons named in the Summary Compensation Table,
and the value of the options held by such persons at December 31, 2003. The
exercise price of the stock options equaled the average of the high and low
selling prices of the Company's common stock, as reported by the New York Stock
Exchange on the date of grant.
PERCENT OF
NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE AT
SHARES OPTIONS ASSUMED ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION TERM (1)
OPTIONS EMPLOYEES EXERCISE EXPIRATION -----------------------------------
NAME GRANTED IN 2003 PRICE DATE 5% 10%
----------------------------------------------------------------------------------------------------------------------
Michael E. Thomas 46,567 55.4% $ 12.20 02/03/13 $ 357,283 $ 905,431
Frank T. Kane 12,946 15.4% $ 12.20 02/03/13 $ 99,328 $ 251,717
Stephen D. Healy - - - - - -
--------------
13
(1) These dollar amounts represent a hypothetical increase in the price of
the common stock, less the exercise price, from the date of option
grant until the expiration date of the option at the rate of 5% and 10%
per annum compounded. The actual value, if any, of stock options is
dependent on the future performance of the Company's common stock.
There can be no assurance that the amounts assumed in these columns
will be achieved or that higher amounts will not be achieved.
AGGREGATED OPTION EXERCISES IN 2003 AND YEAR END OPTION VALUES
The following table summarizes certain information concerning stock
options exercised in 2003 by the persons named in the Summary Compensation
Table, and the value of the options held by such persons at December 31, 2003.
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 2003 DECEMBER 31, 2003 (1)
ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------------------
Michael E. Thomas 49,500 $ 177,210 270,229 116,667 $ 101,481 $ 99,167
Frank T. Kane 13,200 $ 47,256 86,652 80,000 $ 32,153 $ 68,000
Stephen D. Healy - - 72,476 80,000 $ 55,095 $ 68,000
--------------
(1) Value per share is calculated by subtracting the exercise price from
the closing price of the Company's common stock of $11.34 per share on
December 31, 2003, as reported on the New York Stock Exchange.
EMPLOYMENT AGREEMENTS
Michael E. Thomas. The Company and Mr. Thomas are parties to an
employment agreement, as amended, which provides, among other items, for the
employment by the Company of Mr. Thomas as the Company's Chairman of the Board,
President and Chief Executive Officer through April 23, 2005. The employment
agreement provides for automatic extensions for successive one-year periods upon
expiration of the initial term, or any renewal term, unless the Company or Mr.
Thomas gives notice of termination at least 180 days before the termination
date. The Company may terminate the employment of Mr. Thomas with or without
cause (as defined in the employment agreement) or in the event of the disability
of Mr. Thomas. If the Company terminates the employment of Mr. Thomas with
cause, then he is entitled to receive his monthly base salary for a three-month
period following his termination. If the Company terminates the employment of
Mr. Thomas without cause, then he is entitled to receive an amount equal to
twice the sum of his then-current annual base salary plus the higher bonus
earned by him under the Short Term Incentive Plan in the two fiscal years prior
to termination. In the event of termination due to disability, Mr. Thomas will
continue to receive his then-current annual base salary, less any payments
equivalent to those provided by the Company's benefit plans and by any
government sponsored program, for a 24-month period following the termination.
If Mr. Thomas terminates his employment following a change in control
of the Company (as defined in his employment agreement) and, in addition, a
reduction in his duties, a diminution in his salary or benefits or a relocation
of his principal place of employment occurs, then the Company will be required
to pay him, as severance pay, a lump sum amount equal to twice the sum of his
then-current
14
annual base salary plus the higher bonus earned by him under the Short Term
Incentive Plan in the two fiscal years prior to the change in control.
Under his employment agreement, Mr. Thomas receives a base salary of
not less than $400,000 during each year that the employment agreement is in
effect and will be entitled to participate in the incentive compensation plans
and programs generally available to executives of the Company. The Company also
pays the premiums on insurance covering Mr. Thomas' life having a total face
amount of $1.5 million.
In addition, Mr. Thomas may not compete against the Company during his
employment by the Company and during the two-year period following termination
of his employment.
Frank T. Kane. The Company also has entered into an employment
agreement with Frank T. Kane which provides, among other items, for the
employment by the Company of Mr. Kane as the Company's Vice President-Finance,
Chief Financial Officer, Secretary and Treasurer through March 15, 2005. The
employment agreement provides for automatic extensions for successive one-year
periods upon expiration of the initial term, or any renewal term, unless the
Company or Mr. Kane gives notice of termination at least 180 days before the
termination date. The Company may terminate the employment of Mr. Kane with or
without cause (as defined in the employment agreement) or in the event of the
disability of Mr. Kane. Mr. Kane may terminate his employment with or without
good reason (as defined in the employment agreement). If the Company terminates
Mr. Kane's employment with cause or if Mr. Kane terminates his employment
without good reason, then the Company is required to pay him, in a lump sum, his
monthly base salary for a three-month period following his termination. If the
Company terminates Mr. Kane's employment without cause or if Mr. Kane terminates
his employment with good reason, then the Company is required to pay him in 24
equal monthly installments an amount equal to twice the sum of his then-current
annual base salary and the higher cash bonus under the Short Term Incentive Plan
(up to the target award rate) paid to him in the two fiscal years preceding
termination. In the event of termination due to disability, Mr. Kane will
receive his then-current annual base salary earned through the date of
termination.
If Mr. Kane terminates his employment following a change in control of
the Company (as defined in the employment agreement) and, in addition, a
reduction in his duties, a diminution in his salary or benefits or a relocation
of his principal place of employment occurs, then the Company will be required
to pay him, as severance pay, a lump sum amount equal to twice the sum of his
then-current annual base salary and the higher cash bonus under the Short Term
Incentive Plan (up to the target award rate) paid to him in the two fiscal years
preceding termination.
Under his employment agreement, Mr. Kane receives a base salary of not
less than $205,000 during each year that the employment agreement is in effect
and will be entitled to participate in the incentive compensation plans and
programs generally available to executives of the Company.
Under his employment agreement, Mr. Kane may not compete against the
Company during his employment by the Company and during the two-year period
following termination of his employment. However, if the Company elects not to
extend the term of Mr. Kane's employment agreement, then Mr. Kane may not
compete against the Company for a one-year period following termination of his
employment.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective as of March 31, 1992, the Company established pursuant to Mr.
Thomas' employment agreement a supplemental executive retirement plan for the
purpose of providing supplemental retirement
15
benefits to Mr. Thomas upon his retirement from the Company (the "Thomas SERP").
The manner by which payments of the Thomas SERP were to be made was specified in
a supplemental retirement benefits agreement dated August 21, 1992, as amended,
between the Company and Mr. Thomas. The supplemental retirement benefits
agreement provides that the Thomas SERP is implemented through a whole life
insurance policy as to which the Company will pay up to 15 annual premium
payments through 2007; provided, however, that the Company is not obligated to
pay the premiums on the insurance policy upon the termination of Mr. Thomas'
employment.
On March 3, 2004, the Company and Mr. Thomas entered into a supplement
to the employment agreement and the supplemental retirement benefits agreement.
Among other items, the supplement (i) clarifies the calculation, timing and
funding of the Thomas SERP, and (ii) amends certain provisions of Mr. Thomas'
employment agreement and supplemental retirement benefits agreement.
The Thomas SERP currently provides that Mr. Thomas will receive
lifetime retirement income from the Company equal to 60% of the average of his
salary plus any bonus earned under the Short Term Incentive Plan during Mr.
Thomas' final three calendar years of employment with the Company, but reduced
by offsets of the annuitized amount of the account balances attributable to
Company contributions (and investment earnings thereon) under certain employee
benefit plans and insurance policies as well as the annualized benefit payable
under a defined benefit plan of a predecessor company. The Thomas SERP is
payable upon any termination of Mr. Thomas' employment (except a termination
with cause) or upon his retirement before or after he attains age 65.
The supplement also provides that Mr. Thomas will receive a minimum
annual retirement benefit from the Company equal to $400,000 per year, reduced
by the offsets described above, regardless of the amount of his salary plus any
bonuses paid under the Short Term Incentive Plan during his final three calendar
years of employment and regardless of whether Mr. Thomas retires before or after
age 65. Based upon the formula contained in the supplement, which governs the
amount of the Thomas SERP, the annual benefit payable under the Thomas SERP (but
excluding the applicable offsets) if Mr. Thomas were to retire from the Company
in 2004 would equal the minimum annual retirement benefit of $400,000.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the report set forth below on
executive compensation for the year ended December 31, 2003. The functions of
the Compensation Committee are described above under the heading "CORPORATE
GOVERNANCE AND BOARD MATTERS."
An objective of the Compensation Committee is to help assure that
executive compensation bears a reasonable relationship to corporate performance,
business strategy and increases in stockholder value. The following principles
currently serve as guidelines for compensation recommendations and decisions of
the Compensation Committee:
- Reward executives through appropriate incentive compensation
and ownership in the Company for achievement of short term and
long term business goals and strategies.
- Align executive officer compensation with the success of the
Company such that compensation is based, in part, upon
performance in order to create an environment that rewards
performance.
16
- Provide a total executive compensation package that enables
the Company to attract and retain appropriate executives.
The Compensation Committee periodically reviews information relating to
comparable companies in order to establish general guidelines for executive
officer compensation. In addition, the Compensation Committee has retained an
independent compensation consultant to review the competitiveness of the
executive compensation program in relation to other comparable companies,
including those in the peer group set forth under the heading "Stock Performance
Graph."
The principal elements of the compensation program for executive
officers, including Mr. Thomas, the Chief Executive Officer of the Company, are
summarized below.
BASE SALARY
Base salary levels are set based upon the requirements of the
executive's employment agreement with the Company, competitive market conditions
and the executive's job performance. In determining the 2003 base salary
increases for Mr. Thomas and the other executive officers of the Company, the
Compensation Committee considered several factors, including the executive's
responsibilities, duties, performance and experience, as well as base salaries
for executives holding similar positions at comparable companies, but no
specific weights were placed on any of these factors.
For 2003, Mr. Thomas received a base salary of $406,667, representing a
4.9% increase in his base salary from 2002. Under his employment agreement with
the Company, Mr. Thomas is to receive a base salary of not less than $400,000
per year.
SHORT TERM INCENTIVE PLAN
The Company maintains the Short Term Incentive Plan to focus the
efforts of its executive officers on the short term performance of the Company.
Each year, the Compensation Committee sets performance standards that must be
satisfied for an award to be made under the Short Term Incentive Plan and
corresponding award rates. Awards under the Short Term Incentive Plan are
payable in cash. For 2003, the performance factors for Mr. Thomas were based on
the Company's (i) cash flow, (ii) sales, and (iii) reduction of bank debt.
In 2003, Mr. Thomas earned an award of $99,555 under the Short Term
Incentive Plan.
LONG TERM INCENTIVE PLAN
The Company maintains the Long Term Incentive Plan to focus the efforts
of its executive officers on the long term performance of the Company. Each
year, the Compensation Committee sets performance standards that must be
satisfied for an award to be made under the Long Term Incentive Plan and
corresponding award rates. For the two-year performance period ended December
31, 2003, performance factors for Mr. Thomas were based on the Company's (i)
cash flow, (ii) sales, (iii) reduction of bank debt, and (iv) return on equity
compared to the average return on equity for the Company's peer group. Awards
under the Long Term Incentive Plan are paid 50% in a single lump sum cash amount
and 50% in options to acquire shares of the Company's common stock. Stock
options awarded under the Long Term Incentive Plan are subject to the provisions
of the 1992 Stock Option Plan.
17
Mr. Thomas earned a Long Term Incentive Plan award of $244,000
attributable to the 2002-2003 performance period, with 50% of the award paid in
a cash sum of $122,000 and 50% paid in the form of a stock option grant of
26,464 shares of the Company's common stock valued under the Black-Scholes
option pricing model.
MEMBERS OF THE COMPENSATION COMMITTEE
David L. Kolb, Chairman
Larry P. Kunz
Theodore L. Mullett
Warren G. Wintrub
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the Compensation Committee is comprised of four
non-employee directors: Messrs. Kolb, Kunz, Mullett and Wintrub. No member of
the Compensation Committee is or was formerly an officer or employee of the
Company. No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers of that entity serving as a member of the Company's Board of Directors.
INDEPENDENT AUDITORS
GENERAL
KPMG LLP audited the financial statements of the Company for the year
ended December 31, 2003 and has been appointed by the Audit Committee of the
Board of Directors to audit the financial statements of the Company for the year
ending December 31, 2004. A representative of KPMG LLP will be present at the
annual meeting, will have an opportunity to make a statement, if he or she
desires, and will be available to respond to appropriate questions.
FEES TO INDEPENDENT AUDITORS
The following table presents the fees billed or to be billed by KPMG
LLP to the Company for services performed in connection with the years ended
December 31, 2003 and 2002.
2003 2002
---- ----
Audit fees (1) $ 201,250 $ 190,100
Audit-related fees (2) 16,500 8,000
Tax fees -0- -0-
All other fees (3) 51,906 4,830
---------- ----------
Total $ 269,656 $ 202,930
========== ==========
(1) Audit fees represented fees for professional services rendered in
connection with the audit of the Company's financial statements for the
years ended December 31, 2003 and December 31, 2002 and the review of
the Company's financial statements included in its Quarterly Reports on
Form 10-Q filed in 2003 and 2002.
(2) Audit-related fees represented fees for professional services rendered
in connection with audits of the Company's employee benefit plans.
(3) All other fees consisted of non-audit services rendered in connection
with accounting and employee benefit plan advice and consultation.
18
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has furnished the report set forth below on the
Company's audited financial statements for the year ended December 31, 2003. The
functions of the Audit Committee are described above under the heading
"CORPORATE GOVERNANCE AND BOARD MATTERS."
The Audit Committee reviewed and discussed with management and the
independent auditors the Company's audited financial statements as of and for
the year ended December 31, 2003. Management has the primary responsibility for
the Company's financial statements and the reporting process, including the
Company's system of internal controls. The Company's independent auditors, KPMG
LLP, audited the Company's financial statements as of and for the year ended
December 31, 2003 and expressed an opinion that the financial statements present
fairly, in all material respects, the consolidated financial position, results
of operations and cash flows of the Company and its subsidiaries as of and for
such year in conformity with accounting principles generally accepted in the
United States of America.
The Audit Committee discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61.
Additionally, the Committee has received from the independent auditors the
written disclosures and the letter required by Independence Standards Board
Standard No. 1 and has discussed with the independent auditors their
independence. The Committee relies on the information and representations
provided to it by management and the independent auditors.
Based on these reviews and discussions, the Audit Committee recommended
to the Board of Directors, and the Board has approved, that the audited
financial statements of the Company be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2003 filed with the Securities and
Exchange Commission.
MEMBERS OF THE AUDIT COMMITTEE
Theodore L. Mullett, Chairman
David L. Kolb
Larry P. Kunz
Warren G. Wintrub
ANNUAL REPORT AND PROXY STATEMENT
A copy of the Company's 2003 annual report to stockholders, including
the audited consolidated financial statements as of and for the year ended
December 31, 2003, is enclosed with this proxy statement. The 2003 annual report
to stockholders does not constitute proxy soliciting material.
In an effort to reduce printing costs and postage fees, the Company has
adopted a practice whereby stockholders who have the same address and last name
and who do not participate in electronic delivery of proxy materials will
receive only one copy of this proxy statement and the 2003 annual report unless
one or more of these stockholders notifies the Company that they wish to receive
individual copies of these materials. The Company will deliver promptly upon
written or oral request a separate copy of this proxy statement and its 2003
annual report to any stockholder at a shared address to which a single copy of
those materials was sent.
If a stockholder shares an address with another stockholder and
received only one copy of this proxy statement and the annual report this year
but would like to receive a separate copy of these materials in the future, or
if a stockholder received multiple copies of this proxy statement and the 2003
19
annual report but would like to receive a single copy of the Company's proxy
statement and annual report in the future, please contact the Company.
Stockholders may contact the Company by mail at 1100 North Washington
Street, Delphi, Indiana 46923 or by telephone at (765) 564-3500. In either case,
you should direct your communication to Mr. Frank T. Kane, Corporate Secretary
of the Company.
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total stockholder
return of the Company's common stock with the cumulative total stockholder
return of (i) the NYSE Market Value Index, and (ii) an industry peer group index
compiled by the Company that consists of several companies. The graph assumes
$100 was invested on December 31, 1998 in the Company's common stock, the NYSE
Market Value Index and the peer group index and assumes the reinvestment of
dividends, if any.
[STOCK PERFORMANCE GRAPH]
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
CHROMCRAFT REVINGTON, INC. 100.00 63.40 60.38 65.09 78.79 68.47
PEER GROUP INDEX 100.00 93.63 83.16 101.90 107.82 112.09
NYSE MARKET INDEX 100.00 109.50 112.11 102.12 83.42 108.07
The peer group includes the following companies: Bassett Furniture Industries,
Inc., Bush Industries, Inc., Flexsteel Industries, Inc., Kimball International,
Inc., La-Z-Boy Incorporated, Rowe Furniture Corporation and Stanley Furniture
Company, Inc. Calculations for this graph were prepared by MGFS of Richmond,
Virginia.
20
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
In addition to the notice requirements described below, stockholder
proposals desired to be considered for inclusion in the Company's proxy
soliciting materials relating to the 2005 annual meeting of stockholders must be
received by the Company at its principal executive office no later than November
29, 2004 and must be submitted in accordance with all rules and regulations
under the Securities Exchange Act of 1934.
Stockholders desiring to make a director nomination or a proposal for
any business or matter at any annual or special meeting of stockholders of the
Company must comply with the notice procedures provided in the Company's
By-Laws. Those procedures are summarized below.
Nominations for the election as directors and proposals for any
business or matter to be presented at any annual or special meeting of
stockholders may be made by any stockholder of record of the Company entitled to
vote in the election of directors or on the business or matter to be presented,
as the case may be, or by the Board of Directors of the Company. In order for a
stockholder to make any such nomination or proposal, the stockholder must give
notice thereof in writing by certified first class United States mail, return
receipt requested, or by receipted overnight delivery to the Corporate Secretary
of the Company. Such notice must be received by the Company not later than the
following date: (i) with respect to any annual meeting of stockholders, not less
than 120 days or more than 180 days prior to the first anniversary of the date
of the notice for the previous year's annual meeting of stockholders, or (ii)
with respect to any special meeting of stockholders, not more than 15 days
following the date of the notice for such special meeting. No notice of any kind
under this procedure is required for any nominations for the election as
directors or any proposals for any business or matter made by the Board of
Directors of the Company.
Each such notice given by a stockholder with respect to nominations for
the election of directors must set forth as to each nominee: (i) the name, age,
address and telephone number of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the number of shares of stock of the Company
beneficially owned by the nominee, and (iv) any arrangement pursuant to which
the nomination is made or the nominee will serve or may be elected. The
stockholder making such nominations must also promptly provide any other
information relating to his nominees as may be reasonably requested by the
Company.
Each such notice given by a stockholder with respect to proposals for
any business or other matter to be presented at any meeting of stockholders must
set forth as to each matter: (i) a brief description of the business or matter
desired to be presented at the meeting and the reasons for conducting such
business at the meeting, (ii) the name and address, as they appear on the
Company's list of stockholders for the meeting, of the stockholder making such
proposal, (iii) the class and number of shares of stock of the Company
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such proposal. The stockholder making such proposal must also
promptly provide any other information relating to his proposal as may be
reasonably requested by the Company.
If any nomination or proposal is not made in accordance with the
requirements of this notice procedure, the chairman of the annual or special
meeting of stockholders at which such nomination or proposal is sought to be
presented may determine that the nomination or proposal was not made in
accordance with the notice procedure and, in such event, he may declare to the
meeting that the defective nomination or proposal is out of order and will be
disregarded and not presented for a vote of the stockholders. This notice
procedure does not require the Company to hold any meeting of stockholders for
the purpose of considering any nomination or proposal made by any stockholder.
21
DISCRETIONARY VOTING AND OTHER MATTERS
As of the date of this proxy statement, the Board of Directors
knows of no matters other than the two items of business identified in the
attached Notice of Annual Meeting of Stockholders to come before the annual
meeting. If other matters properly come before the annual meeting, the persons
named in the enclosed proxy will have authority to vote pursuant to such proxy
at the annual meeting in accordance with the directions of the Company's Board
of Directors.
By Order of the Board of Directors,
Frank T. Kane
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
March 30, 2004
22
APPENDIX A
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary objectives of the Audit Committee are to assist the Board
of Directors in its oversight of (i) the integrity of the financial statements
of Chromcraft Revington, Inc. (the "Company"), (ii) the qualifications and
independence of the Company's independent auditors, (iii) the performance of the
Company's internal audit function, and (iv) the Company's compliance with
certain applicable legal and regulatory requirements. In addition, the Audit
Committee shall appoint, oversee the performance of and approve the fees of the
Company's independent auditors.
In addition, the Audit Committee shall serve as the qualified legal
compliance committee in accordance with Section 307 of the Sarbanes-Oxley Act of
2002 and the rules and regulations promulgated thereunder by the Securities and
Exchange Commission.
The Audit Committee shall also prepare the Committee report to be
included in the Company's annual meeting proxy statement.
II. RESPONSIBILITIES
The Audit Committee's primary responsibilities include:
INDEPENDENT AUDITORS
- The Committee shall have the sole authority to appoint or
replace the independent auditors (subject, if applicable, to
stockholder ratification), and the independent auditors shall
report directly to the Committee. The Committee shall be
directly responsible for the oversight of the work of the
independent auditors (including resolution of disagreements
between management and the independent auditors regarding
financial reporting) for the purpose of preparing or issuing
an audit report or related work.
The Committee shall preapprove all auditing services and
permitted non-audit services (including the fees and terms
thereof) to be performed for the Company by the independent
auditors, subject to the de minimis exceptions for non-audit
services described in Section 10A of the Securities Exchange
Act of 1934 which are approved by the Committee prior to the
completion of the audit. The Committee may delegate authority
to subcommittees to grant pre-approvals of audit and permitted
non-audit services, provided that decisions of such
subcommittee to grant pre-approvals shall be presented to the
full Committee at its next scheduled meeting.
- Review and approve the audit fees and all other engagement
fees or compensation to be paid to the independent auditors.
- Meet with the independent auditors prior to the commencement
of the annual audit to discuss planning, staffing and
budgeting of the audit.
- Review with the independent auditors any problems or
difficulties and management's response to any material
questions or issues posed by the independent auditors during
the engagement. Among the items the Committee may review with
the independent auditors are
A-1
any communications between the audit team and the independent
auditors' national office with respect to auditing or
accounting issues presented by the engagement, as well as any
"management" or "internal control" letter issued, or proposed
to be issued, by the independent auditors.
- Discuss with the independent auditors the Company's financial
and accounting personnel and the adequacy and effectiveness of
the accounting and financial controls of the Company, and
elicit any recommendations for the improvement of internal
controls or particular areas where new or more detailed
controls or procedures are desirable or necessary
- Obtain and review a report from the independent auditors at
least annually regarding (i) the independent auditors'
internal quality-control procedures, (ii) any material issues
raised by the most recent quality-control review, or peer
review, of the firm, or by any inquiry or investigation by
governmental or professional authorities within the preceding
five years with respect to one or more independent audits
carried out by the firm, (iii) any steps taken to deal with
any such issues, and (iv) all relationships between the
independent auditors and the Company.
- Evaluate the qualifications, performance and independence of
the independent auditors, including a review and evaluation of
the lead partner of the independent auditors, and taking into
account the opinions of management. The Committee should
present its conclusions with respect to the independent
auditors to the Board of Directors.
- Assure that the lead audit partner of the independent auditors
and the audit partner responsible for reviewing the audit are
rotated at least every five years as required by the
Sarbanes-Oxley Act of 2002.
- Obtain from the independent auditors assurance that Section
10A(b) of the Securities Exchange Act of 1934 has not been
implicated.
- Establish clear hiring policies for employees and former
employees of the independent auditors.
FINANCIAL STATEMENTS AND REPORTING
- Review and discuss with management and the independent
auditors the Company's annual audited financial statements,
including disclosures made in "Management's Discussion and
Analysis of Financial Condition and Results of Operations,"
and recommend to the Board of Directors whether the audited
financial statements should be included in the Company's Form
10-K.
- Review and discuss with management and the independent
auditors the Company's quarterly financial statements,
including disclosures made in "Management's Discussion and
Analysis of Financial Condition and Results of Operations,"
prior to the filing of each Form 10-Q of the Company,
including the results of the independent auditors' reviews of
the quarterly financial statements to the extent applicable.
- Review and discuss with management and the independent
auditors, as applicable, (i) the Company's selection or
application of critical accounting policies
A-2
or principles, including any significant changes in the
Company's selection or application of critical accounting
policies or principles, (ii) any major issues regarding the
Company's critical accounting policies or principles and
financial statement presentation, (iii) any major issues with
respect to the adequacy of the Company's internal controls and
any special audit steps adopted in light of material control
deficiencies or weaknesses, (iv) analyses prepared by
management or the independent auditors setting forth
significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements, including analyses of the effects of alternative
GAAP methods on the financial statements, (v) any off-balance
sheet transactions, items or obligations (including contingent
obligations) and any other relationships of the Company with
unconsolidated entities that may have a current or future
material effect on the Company's financial statements, (vi)
any pro forma information proposed to be included in the
Company's financial statements, (vii) any accounting
adjustments that were identified or proposed by the
independent auditors that were not implemented, and (viii) the
effects of regulatory and accounting initiatives on the
Company's financial statements.
- Review and discuss with management and the independent
auditors, as applicable, the type and presentation of
information to be included in earnings press releases
(including any use of pro forma or adjusted non-GAAP
information), as well as financial information and earnings
guidance (generally or on a case-by-case basis) provided to
analysts, rating agencies or the public.
- Review with management and the independent auditors any
correspondence with regulators or government agencies and any
employee complaints or published reports that raise material
issues with respect to the Company's financial statements,
accounting policies or internal controls.
- Discuss with the independent auditors the matters required to
be discussed by Statement of Auditing Standards No. 61
relating to the conduct of the audit, including any
difficulties encountered in the course of the audit work, any
restrictions on the scope of activities or access to requested
information and any significant disagreements with management.
- Review disclosures made to the Committee by the Chief
Executive Officer and the Chief Financial Officer in
connection with their certification process for the Company's
Form 10-K and Form 10-Q regarding any significant deficiencies
or material weaknesses in the design or operation of the
Company's internal controls or its disclosure controls and
procedures, and any fraud involving management or other
employees who have a significant role in the internal
controls.
- Discuss with management the Company's major financial risk
exposures and the steps management has taken to monitor and
control such exposures, including the Company's risk
assessment and risk management policies.
INTERNAL AUDIT FUNCTION
- Assure that the Company maintains an internal audit function.
- Review the internal audit function of the Company, including
the independence, competence, staffing and authority of the
internal auditor, the reporting relationships among the
internal auditor, financial management and the Committee, the
internal audit reporting obligations,
A-3
the proposed internal audit plans for each fiscal year and the
coordination of such plans with the independent auditors.
- Review and approve the appointment, dismissal and fees of the
internal auditor.
- Review at least annually the exceptions noted in the reports
to the Committee by the internal auditor and the progress made
in responding to any exceptions.
GENERAL
- Establish procedures for (i) the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters,
and (ii) the confidential and anonymous submission by
employees of the Company of concerns regarding questionable
accounting or auditing matters.
- Review and approve changes to the Company's Code of Ethics for
senior financial managers.
- Review and approve all related-party transactions involving
the Company.
- Discuss with management any second opinions sought from an
accounting firm other than the Company's independent auditors,
including the substance and reasons for seeking any such
opinion.
- Discuss with the Company's legal counsel any legal or
regulatory matters that may have a material impact on the
Company's financial statements or its compliance and reporting
policies.
- Make regular reports to the Board of Directors of material
actions taken by the Committee.
- Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board of Directors.
- Perform other activities that the Board of Directors deems
necessary or advisable.
III. LIMITATION OF AUDIT COMMITTEE'S ROLE
While the Committee has the responsibilities set forth in this Charter,
it is not the duty of the Committee to prepare financial statements, plan or
conduct audits or determine that the Company's financial statements and
disclosures are complete and accurate and are in accordance with generally
accepted accounting principles and applicable rules and regulations. These are
the responsibilities of management and the independent auditors.
IV. MEMBERSHIP
The Committee shall consist of at least three members of the Board of
Directors as the Board shall determine from time to time in its discretion. Each
member of the Committee shall satisfy the independence and experience
requirements of the principal securities exchange or market on which the
Company's common stock is traded, Section 10A-3 of the Securities Exchange Act
of 1934, the rules and regulations of the Securities and Exchange Commission and
the QLCC composition requirements promulgated by the Commission. At least one
member of the Committee must be an "audit committee financial expert" as defined
by the Commission. Committee members shall not, except with the approval
A-4
of the Board of Directors, simultaneously serve on this Committee and on the
audit committees of more than two other public companies.
The members of the Committee shall be appointed by the Board of
Directors in its discretion and shall serve until their respective successors
are selected or until their earlier death, resignation or removal. Unless a
Chairperson is selected by the Board of Directors, members of the Committee
shall elect a Chairperson by a majority vote of the entire Committee. Committee
members shall serve at the pleasure of the Board and may be removed, with or
without cause, by a majority vote of the directors present at a meeting of the
Board of Directors.
The Committee may delegate its authority to a subcommittee or
subcommittees.
V. MEETINGS
The Committee shall meet as often as it determines, but not less
frequently than quarterly. The Committee shall meet periodically with
management, the internal auditor and the independent auditors in separate
executive sessions. The Committee may request any officer or employee of the
Company or the Company's legal counsel or independent auditors to attend a
meeting of the Committee or to meet with any members of, or consultants to, the
Committee.
The Chairperson of the Committee shall preside at each Committee
meeting. The Chairperson or any member of the Committee may call a meeting of
the Committee upon notice to each other member at least forty-eight hours prior
to the meeting. Any Committee member may waive notice of a meeting. A majority
of the entire Committee shall constitute a quorum for any meeting. If a quorum
is present at a Committee meeting, a majority vote of the members present at
such meeting shall be required to approve any action of or to decide any
question brought before the Committee.
VI. ADVISORS
The Committee shall have the exclusive authority to retain (including
authority to approve fees and other retention terms), at the expense of the
Company, and to terminate any accounting or other consultants to advise the
Committee, as well as to retain any legal or other advisors as it deems
appropriate. The Committee shall also have the authority, to the extent it deems
appropriate, to conduct or authorize investigations into any matters within the
scope of its responsibilities. The Company shall provide for appropriate
funding, as determined by the Committee, for payment of compensation to (i) the
independent auditors for the purpose of rendering or issuing an audit report or
performing other services for the Company, and (ii) all legal, consultant and
other advisors employed by the Committee.
VII. PERFORMANCE REVIEW
The Committee shall conduct and present to the Board an annual
performance evaluation of the Committee.
* * *
A-5
APPENDIX B
COMPENSATION COMMITTEE CHARTER
I. PURPOSE
The primary objectives of the Compensation Committee are (i) to assist the Board
of Directors in fulfilling its responsibilities relating to the compensation of
the executive officers of Chromcraft Revington, Inc. (the "Company"), and (ii)
to prepare the Committee report to be included in the Company's annual meeting
proxy statement.
II. RESPONSIBILITIES
The Compensation Committee's primary responsibilities include:
- On an annual basis, reviewing and approving the Company's
goals and objectives relevant to compensation of the Company's
chief executive officer, evaluating the CEO's performance in
light of those goals and objectives and having the sole
authority to determine the CEO's compensation (including
salary, incentive and equity compensation and other
compensation) based on this evaluation. In determining the
long-term incentive compensation of the CEO, the Committee
should consider, among other factors, the Company's
performance and stockholder return, the value of similar
incentive awards to CEOs at comparable companies and the
awards given to the CEO in past years.
- Determining the compensation (including salary, incentive and
equity compensation and other compensation) of the Company's
other executive officers.
- Developing the philosophies, policies and practices relating
to compensation and benefits for executive management of the
Company and its subsidiaries.
- Discussing with the CEO the compensation of the executive
management of the Company's subsidiaries.
- Administering the Company's stock option plans for key
employees and for directors, including the approval of grants
and awards, and otherwise exercising the power and authority
permitted, under such plans and including the approval of
changes or amendments not requiring stockholder approval.
- Administering the Company's short term executive incentive
plan and long term executive incentive plan, including the
approval of award rates, performance factors and performance
standards, and otherwise exercising the power and authority
permitted, under such plans and including the approval of
changes or amendments not requiring stockholder approval.
- Reviewing and making recommendations to the Board of Directors
regarding any employment agreements for executive management
of the Company and its subsidiaries.
- Reviewing and making recommendations to the Board of Directors
regarding director compensation (including retainers, director
and committee meeting fees, committee chairs' fees, equity
compensation and other items as appropriate).
B-1
- Requiring the CEO to develop an appropriate succession plan
for the CEO and the other executive officers of the Company,
including succession in the event of retirement or emergency,
and, upon such development, approving the succession plan.
- Reviewing and approving insurance coverage for directors and
officers.
- Reviewing and assessing this charter and recommending any
changes to the Board of Directors.
- Performing other activities that the Board of Directors deems
necessary or advisable.
III. MEMBERSHIP AND ORGANIZATION
- The Committee shall consist of at least three members of the
Board of Directors as the Board shall determine from time to
time in its discretion.
- Each Committee member shall: (i) satisfy the director
independence requirements as determined from time to time by
the principal securities exchange or market on which the
Company's common stock is traded, (ii) be a "non-employee
director" as that term is defined under Rule 16b-3 of the
Securities and Exchange Commission, and (iii) be an "outside
director" as that term is defined for purposes of Section
162(m) of the Internal Revenue Code.
- The members of the Committee shall be appointed by the Board
of Directors and shall serve until their respective successors
are selected or until their earlier death, resignation or
removal. Unless a Chairperson is selected by the Board of
Directors, members of the Committee shall elect a Chairperson
by a majority vote of the entire Committee. Committee members
shall serve at the pleasure of the Board and may be removed,
with or without cause, by a majority vote of the directors
present at a meeting of the Board of Directors.
- The Committee may delegate its authority to a subcommittee or
subcommittees.
- The Committee shall make reports to the Board of Directors of
material actions taken by it.
IV. MEETINGS
The Committee shall meet as often as its members deem necessary to perform the
Committee's responsibilities. The Chairperson of the Committee shall preside at
each Committee meeting. The Chairperson or any member of the Committee may call
a meeting of the Committee upon notice to each other member at least forty-eight
hours prior to the meeting. Any Committee member may waive notice of a meeting.
A majority of the entire Committee shall constitute a quorum for any meeting. If
a quorum is present at a Committee meeting, a majority vote of the members
present at such meeting shall be required to approve any action of or to decide
any question brought before the Committee.
V. ADVISORS
The Committee shall have the exclusive authority to retain (including authority
to approve fees and other retention terms), at the expense of the Company, and
terminate any compensation consultants which may be used to assist the Committee
in the evaluation of director, CEO or executive compensation, as well as to
retain any legal and other advisors as it deems appropriate.
B-2
VI. PERFORMANCE REVIEW
The Committee shall conduct and present to the Board an annual performance
evaluation of the Committee.
* * *
B-3
APPENDIX C
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER
I. PURPOSE
The primary objectives of the Nominating and Corporate Governance Committee are
to assist the Board of Directors by (i) identifying individuals who are
qualified to become directors of Chromcraft Revington, Inc. (the "Company"),
(ii) recommending to the Board the director nominees for election at each annual
meeting of stockholders, (iii) recommending to the Board any matters relating to
the structure, authority and membership of the Board's committees, (iv)
developing and recommending to the Board corporate governance guidelines
applicable to the Company as well as matters of corporate governance generally,
and (v) overseeing the evaluation of the Board of Directors and the Board's
committees.
II. RESPONSIBILITIES
The Nominating and Corporate Governance Committee's primary responsibilities
include:
- Leading the search to identify individuals qualified to become
members of the Company's Board of Directors, reviewing
possible candidates for election to the Board of Directors and
recommending to the Board of Directors the director nominees
to be elected at each annual meeting of stockholders.
- Making recommendations to the Board of Directors regarding the
size and composition of the Board and developing and
recommending to the Board qualifications for the selection of
individuals to be considered as candidates for election as
directors of the Company.
- Reviewing and making recommendations to the Board of Directors
regarding the structure, authority and membership
qualifications of the Board's committees. The Committee shall
make recommendations annually to the Board regarding the
directors to serve as members of each committee and shall
recommend committee members to fill vacancies as needed.
- Developing and recommending to the Board of Directors
corporate governance guidelines applicable to the Company. The
Committee shall review the guidelines on an annual basis, or
more frequently if appropriate, and recommend changes to the
Board as necessary.
- Confirming that the Company's chief executive officer has made
the required certifications to the New York Stock Exchange.
- Reviewing and recommending to the Board of Directors any
changes to the Company's Code of Business Conduct and Ethics.
- Developing and recommending to the Board of Directors an
annual self-evaluation process for the Board and its
committees. The Committee shall oversee the annual
self-evaluations.
- Assuring that an evaluation of the executive management of the
Company occurs annually.
C-1
- Reviewing and assessing this charter and recommending any
changes to the Board of Directors.
- Performing other activities that the Board of Directors deems
necessary or advisable.
III. MEMBERSHIP AND ORGANIZATION
- The Committee shall consist of at least three members of the
Board of Directors as the Board shall determine from time to
time in its discretion. Each Committee member shall satisfy
the director independence requirements as determined from time
to time by the principal securities exchange or market on
which the Company's common stock is traded.
- The members of the Committee shall be appointed by the Board
of Directors and shall serve until their respective successors
are selected or until their earlier death, resignation or
removal. Unless a Chairperson is selected by the Board of
Directors, members of the Committee shall elect a Chairperson
by a majority vote of the entire Committee. Committee members
shall serve at the pleasure of the Board and may be removed,
with or without cause, by a majority vote of the directors
present at a meeting of the Board of Directors.
- The Committee may delegate its authority to a subcommittee or
subcommittees.
- The Committee shall make reports to the Board of Directors of
material actions taken by it.
IV. MEETINGS
The Committee shall meet as often as its members deem necessary to perform the
Committee's responsibilities. The Chairperson of the Committee shall preside at
each Committee meeting. The Chairperson or any member of the Committee may call
a meeting of the Committee upon notice to each other member at least forty-eight
hours prior to the meeting. Any Committee member may waive notice of a meeting.
A majority of the entire Committee shall constitute a quorum for any meeting. If
a quorum is present at a Committee meeting, a majority vote of the members
present at such meeting shall be required to approve any action of or to decide
any question brought before the Committee.
V. ADVISORS
The Committee shall have the exclusive authority to retain (including authority
to approve fees and other retention terms), at the expense of the Company, and
to terminate any search firms which may be used to identify director candidates,
as well as to retain any consulting, legal and other advisors as its deems
appropriate.
VI. PERFORMANCE REVIEW
The Committee shall conduct and present to the Board an annual performance
evaluation of the Committee.
* * *
C-2
ANNUAL MEETING OF STOCKHOLDERS OF
CHROMCRAFT REVINGTON, INC.
MAY 4, 2004
PLEASE DATE, SIGN AND MAIL
YOUR PROXY CARD IN THE
ENVELOPE PROVIDED AS SOON
AS POSSIBLE.
Please detach along perforated line and mail in the envelope provided.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. ELECTION OF DIRECTORS. To elect as directors the nominees named below to hold
office until the 2005 annual meeting of stockholders and until their
respective successors are duly elected and qualified.
NOMINEES:
[ ] FOR ALL NOMINEES - Stephen D Healy
- David L. Kolb
[ ] WITHHOLD AUTHORITY - Larry P. Kunz
FOR ALL NOMINEES - Theodore L. Mullett
- Michael E. Thomas
[ ] FOR ALL EXCEPT - Warren G. Wintrub
(See instruction below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: -
To change the address on your account, please check the
box at right and indicate your new address in the address [ ]
space above. Please note that changes to the registered
name(s) on the account may not be submitted via this
method.
2. RATIFICATION OF APPOINTMENT OF KPMG LLP. Ratification FOR AGAINST ABSTAIN
of the appointment of KPMG LLP as the independent [ ] [ ] [ ]
auditors for the Company for the year ending December
31, 2004.
3. OTHER MATTERS. In their discretion, on such other matters as may properly
come before the annual meeting of stockholders and any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF ALL NOMINEES NAMED ABOVE AND FOR
THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS FOR
THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004. WITH RESPECT TO ANY OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF STOCKHOLDERS, THE
PROXIES NAMED HEREIN WILL HAVE THE AUTHORITY TO VOTE ON SUCH MATTERS AND INTEND
TO VOTE IN ACCORDANCE WITH THE DIRECTIONS OF THE COMPANY'S BOARD OF DIRECTORS.
Signature of Stockholder [ ] Date: [ ]
Signature of Stockholder [ ] Date: [ ]
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
CHROMCRAFT REVINGTON, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR USE AT THE 2004 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints MICHAEL E. THOMAS and FRANK T. KANE,
and each of them singly, as proxies, each having the power to appoint his
substitute, to represent and to vote all shares of common stock of Chromcraft
Revington, Inc. (the "Company") that the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on May 4, 2004, and at any adjournment
or postponement thereof, with all of the powers the undersigned would possess if
personally present, as follows:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)