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OMB APPROVAL |
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OMB Number:
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3235-0059 |
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Expires:
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February 28, 2006 |
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12.75 |
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. )
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Filed by the Registrant o |
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Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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x Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
BANTA CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x No fee required. |
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (11-01) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
Notice of Annual Meeting of Shareholders
To Be Held April 25, 2006
To the Shareholders of Banta Corporation:
You are hereby notified that the annual meeting of shareholders
of Banta Corporation will be held at the Bridgewood Resort
Hotel & Conference Center, 1000 Cameron Way, Neenah,
Wisconsin, on Tuesday, April 25, 2006, at 2:00 p.m.,
Central Time, for the following purposes:
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1. |
To elect ten directors to serve for the ensuing year. |
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2. |
To ratify the selection of Ernst & Young LLP as the
Companys independent auditors for 2006. |
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3. |
To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof. |
The Board of Directors has fixed the close of business on
March 3, 2006 as the record date for the determination of
the shareholders entitled to notice of and to vote at the annual
meeting.
We hope that you will be able to attend the meeting in person,
but if you are unable to do so, please complete, sign and
promptly mail back the enclosed proxy form, using the return
envelope provided. If, for any reason, you should subsequently
change your plans, you may, of course, revoke your proxy at any
time before it is actually voted.
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By Order of the Board of Directors |
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BANTA CORPORATION |
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/s/ RONALD D. KNEEZEL |
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Ronald D. Kneezel |
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Secretary |
Menasha, Wisconsin
March 23, 2006
TABLE OF CONTENTS
BANTA CORPORATION
225 Main Street
Menasha, Wisconsin 54952
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 2006
This proxy statement is being furnished to shareholders by the
Board of Directors (the Board) of Banta Corporation
(the Company), beginning on or about March 23,
2006, in connection with a solicitation of proxies by the Board
for use at the annual meeting of shareholders to be held on
Tuesday, April 25, 2006, at 2:00 p.m., Central Time,
at Bridgewood Resort Hotel & Conference Center, 1000
Cameron Way, Neenah, Wisconsin, and all adjournments or
postponements thereof (the Annual Meeting), for the
purposes set forth in the attached Notice of Annual Meeting of
Shareholders.
Execution of a proxy given in response to this solicitation will
not affect a shareholders right to attend the Annual
Meeting and to vote in person. Presence at the Annual Meeting of
a shareholder who has signed a proxy does not in itself revoke a
proxy. Any shareholder giving a proxy may revoke it at any time
before it is voted by giving notice thereof to the Company in
writing or in open meeting, by attending the Annual Meeting and
voting in person, or by delivering a proxy bearing a later date.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in
accordance with the instructions contained therein. The shares
represented by executed but unmarked proxies will be voted FOR
the ten persons nominated for election as directors referred to
herein, FOR the ratification of the selection of
Ernst & Young LLP as the Companys independent
auditors for 2006 and on such other business or matters which
may properly come before the Annual Meeting in accordance with
the best judgment of the persons named as proxies in the
enclosed form of proxy. Other than the election of directors and
the ratification of the selection of the Companys
independent auditors, the Board has no knowledge of any matters
to be presented for action by the shareholders at the Annual
Meeting.
Only holders of record of the Companys common stock,
$.10 par value (the Common Stock), at the close
of business on March 3, 2006 are entitled to notice of and
to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 24,207,607 shares of
Common Stock, each of which is entitled to one vote per share.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect ten directors
of the Company, each to hold office until the 2007 annual
meeting of shareholders and until his or her successor is duly
elected and has qualified. Set forth below are the Boards
nominees to serve as directors of the Company. Unless
shareholders otherwise specify, the shares represented by the
proxies received will be voted in favor of the election as
directors of the ten persons named as nominees herein. The Board
has no reason to believe that any of the listed nominees will be
unable or unwilling to serve as a director if elected. However,
in the event that any nominee should be unable or unwilling to
serve, the shares represented by proxies received will be voted
for another nominee selected by the Board.
The following sets forth certain information, as of
March 3, 2006, about each of the Board nominees for
election at the Annual Meeting. Except as otherwise noted, each
nominee has engaged in the principal occupation or employment
and has held the offices shown for more than the past five years.
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Director | |
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Principal Occupation; Office, if any, |
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Since | |
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Held in the Company; Other Directorships |
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Jameson A. Baxter
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62 |
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1991 |
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President of Baxter Associates, Inc. (private investments); Vice
Chairman of The Putnam Funds; Director of Ryerson, Inc. |
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John F. Bergstrom
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59 |
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1998 |
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Chairman and Chief Executive Officer of Bergstrom Corporation
(automobile sales and service, credit life insurance and
automotive fleet leasing); Director of Kimberly-Clark
Corporation, Midwest Air Group, Inc. and Wisconsin Energy
Corporation. |
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Henry T. DeNero
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59 |
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1996 |
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Former Chairman and Chief Executive Officer of HomeSpace, Inc.
(homeowner services); Former Executive Vice President of First
Data Corporation (an information processing and computer
services company); Former Vice Chairman and Chief Financial
Officer of Dayton Hudson Corporation; Director of Western
Digital Corporation, Digital Insight Corporation, THQ, Inc.,
PortalPlayer, Inc. and Vignette Corporation. |
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David T. Gibbons
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62 |
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2004 |
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Chairman since 2003 and President and Chief Executive Officer
since 2000 of Perrigo Company (pharmaceutical and nutritional
products); Director of Perrigo Company and Robbins &
Myers, Inc. |
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Janel S. Haugarth
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50 |
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New Nominee |
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Senior Vice President of SUPERVALU Inc. (grocery wholesaler and
retailer) and President and Chief Operating Officer of
SUPERVALUs supply chain services since 2005; senior
management positions with SUPERVALU prior thereto.
Ms. Haugarth was recommended for selection as a director by
SpencerStuart, a third-party search firm. |
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Pamela J. Moret
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50 |
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New Nominee |
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Executive Vice President, Strategic Planning, Marketing and
Products, of Thrivent Financial for Lutherans (a provider of
financial products and services) since 2004; Senior Vice
President of Thrivent Financial from 2002 to 2004; Senior Vice
President-Products Group of American Express Financial Advisors
and Chief Executive Officer of IDS Life Insurance Company from
1999 to 2002; Trustee and President of Thrivent Mutual Funds and
Thrivent Financial Securities Lending Trust; Director and
President of Thrivent Series Fund, Inc. Ms. Moret was
recommended for selection as a director by SpencerStuart, a
third-party search firm. |
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Director | |
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Principal Occupation; Office, if any, |
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Held in the Company; Other Directorships |
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Paul C. Reyelts
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59 |
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2003 |
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Executive Vice President and Chief Financial Officer of The
Valspar Corporation (a global leader in the paint and coatings
industry); Director of Winmark Corporation. |
Ray C. Richelsen
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64 |
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1998 |
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Executive Vice President-Transportation, Graphics and Safety
Markets of 3M Company (a manufacturer of optical films and
specialty materials) from January 1998 until his retirement in
August 2000; Group Vice President of 3M Company prior thereto. |
Stephanie A. Streeter
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48 |
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2001 |
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Chairman, President and Chief Executive Officer of the Company;
appointed as President and Chief Executive Officer in October
2002 and Chairman in April 2004; President and Chief Operating
Officer of the Company from January 2001 to October 2002; Chief
Operating Officer of idealab! (creator and operator of internet
businesses) from January 2000 to December 2000; Group Vice
President of Avery Dennison Corporation (diversified
manufacturing company) from 1996 to 2000. |
Michael J. Winkler
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61 |
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1996 |
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Executive Vice President of Hewlett-Packard Company (computer
services) from 1995 until his retirement in November 2005;
Director of The D&B Corporation. |
Directors are elected by a plurality of the votes cast (assuming
a quorum is present). An abstention from voting will be
tabulated as a vote withheld on the election, and will be
included in computing the number of shares present for purposes
of determining the presence of a quorum, but will not be
considered in determining whether each of the nominees has
received a plurality of the votes cast at the Annual Meeting. A
broker or nominee holding shares registered in its name, or the
name of its nominee, which are beneficially owned by another
person and for which it has not received instructions as to
voting from the beneficial owner, has the discretion to vote the
beneficial owners shares with respect to the election of
directors.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS
DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE FOR ALL
NOMINEES. SHARES OF COMMON STOCK REPRESENTED BY EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED FOR ALL NOMINEES.
BOARD OF DIRECTORS
Corporate Governance and Independent Directors
The Board has in effect Corporate Governance Guidelines that, in
conjunction with the Board committee charters, establish
processes and procedures to help ensure effective and responsive
governance by the Board. The Corporate Governance Guidelines are
available, free of charge, on the Companys website at
www.banta.com. The Company is not including the
information contained on or available through its website as a
part of, or incorporating such information by reference into,
this Proxy Statement. The Board has adopted certain categorical
standards of independence, which specifically relate to the
rules imposed by the listing standards of the New York Stock
Exchange (NYSE), to assist it in making
determinations of director independence. These categorical
standards appear as Appendix A to this Proxy Statement.
Based on these standards, the Board has affirmatively determined
by resolution that Ms. Baxter, Ms. Haugarth,
Ms. Moret and Messrs. Bergstrom, DeNero, Gibbons,
Reyelts, Richelsen and Winkler have no material relationship with
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the Company, and, therefore, each are independent in accordance
with the NYSE listing standards. The Board will regularly review
the continuing independence of the directors.
The Corporate Governance Guidelines provide that a majority of
the members of the Board must be independent directors under the
NYSE listing standards.
Code of Business Conduct and Ethics
The Board of Directors has adopted the Banta Corporation Code of
Business Conduct and Ethics which applies to the Companys
directors and employees. It is available, free of charge, on the
Companys website at www.banta.com or in print to
any shareholder who requests a copy in writing addressed to the
Companys Secretary. The Company is not including the
information contained on or available through its website as a
part of, or incorporating such information by reference into,
this Proxy Statement.
Presiding Director; Executive Sessions
The Corporate Governance Guidelines provide that the Board
designate a Presiding Director to lead each
executive session of the Board. The role of the Presiding
Director rotates periodically as determined by the Board.
Ms. Baxter has been designated by Board resolution as the
Presiding Director and will serve in that capacity until her
successor is appointed by the Board. Normally, members of the
Companys senior executive management who are not members
of the Board will participate in Board meetings to present
information, make recommendations, and be available for direct
interaction with members of the Board. However, the Board will
have at least two regularly scheduled meetings a year for the
non-employee directors without members of the Companys
management being present. The non-employee directors may also
meet without management present at such other times as they
determine appropriate.
Communications with the Board
Shareholders and other interested parties may communicate with
the full Board, the Chairman of the Board, non-management
directors as a group or individual directors, including the
Presiding Director, by delivering a written communication in
care of the Secretary of the Company, 225 Main Street, Menasha,
WI 54952. The written communication should be addressed to the
specific director or directors whom the shareholder or
interested party wishes to contact. Such communication will be
delivered directly to the director or directors to whom it is
addressed by the Secretary of the Company.
Committees
The Company has Audit, Compensation, and Nominating and
Corporate Governance Committees of the Board. The Board has
adopted, and may amend from time to time, a written charter for
each of the Audit, Compensation, and Nominating and Corporate
Governance Committees. The Company makes available on its
website at www.banta.com, free of charge, copies of each
of these charters. Shareholders may also obtain a copy of the
charters by directing a written request to the Companys
Secretary. The Company is not including the information
contained on or available through its website as a part of, or
incorporating such information by reference into, this Proxy
Statement.
The Audit Committee consists of Ms. Baxter and
Messrs. Richelsen and Reyelts (Chairperson). Each of the
members of the Audit Committee is independent as defined by the
NYSE listing standards and the rules of the Securities and
Exchange Commission (the SEC). The Board has
determined that each of Mr. Reyelts and Ms. Baxter
qualifies as an audit committee financial expert as
defined in SEC rules. The principal functions performed by the
Audit Committee, which met six times in 2005, are to assist the
Board in monitoring the integrity of the Companys
financial statements, the independent auditors
qualifications and independence, the performance of the
Companys internal audit function and independent auditors,
and the Companys compliance with legal and regulatory
requirements. The Audit Committee has the sole authority to
appoint, retain, compensate and terminate the Companys
independent auditors and to approve the compensation paid to the
independent auditors. The Audit Committee has conditioned its
selection of independent auditors for 2006 upon the ratification
of this selection by the Companys shareholders at the
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Annual Meeting. See Ratification of Ernst & Young
LLP as Independent Auditors of the Company for 2006.
The Compensation Committee consists of Ms. Baxter
(Chairperson) and Messrs. Bergstrom, Gibbons and Richelsen.
Each of the members of the Compensation Committee is independent
as defined by the NYSE listing standards. The principal
functions of the Compensation Committee, which met six times in
2005, are to administer the Companys deferred and
incentive compensation plans (including the Companys
equity incentive plans); to annually evaluate salary grades and
ranges; to establish guidelines concerning average compensation
increases; to establish performance criteria for, and to
evaluate the performance of, the Chief Executive Officer in
consultation with the Nominating and Corporate Governance
Committee and the Board; to determine the compensation of the
Chief Executive Officer; to review and approve perquisites,
certain supplemental retirement arrangements and change of
control agreements; and to review and approve the compensation
of all other officers and directors of the Company and
subsidiary or division presidents.
The Nominating and Corporate Governance Committee consists of
Messrs. DeNero (Chairperson), Reyelts and Winkler. Each of
the members of the Nominating and Corporate Governance Committee
is independent as defined by the NYSE listing standards. The
principal functions of the Nominating and Corporate Governance
Committee, which met three times in 2005, are to identify
individuals qualified to become directors (consistent with the
criteria approved by the Board) and recommend candidates for all
directorships to be filled by the Board or by the shareholders
of the Company; identify directors qualified to serve on the
committees established by the Board and recommend to the Board
the members for each committee to be filled by the Board;
develop and recommend to the Board a set of corporate governance
principles applicable to the Company, including matters of
(a) Board organization, membership and function,
(b) committee structure and membership and
(c) succession planning for the Chief Executive Officer;
and otherwise take a leadership role in shaping the corporate
governance of the Company.
Nominations of Directors
The Nominating and Corporate Governance Committee will consider
persons recommended by shareholders to become nominees for
election as directors in accordance with the criteria set forth
in the Corporate Governance Guidelines and the Nominating and
Corporate Governance Committee Charter. Recommendations for
consideration by the Nominating and Corporate Governance
Committee should be sent to the Secretary of the Company in
writing together with appropriate biographical information
concerning each proposed nominee. The Companys By-laws
also set forth certain requirements for shareholders wishing to
nominate director candidates directly for consideration by
shareholders. With respect to an election of directors to be
held at an annual meeting, a shareholder must, among other
things, give written notice of an intent to make such a
nomination to the Secretary of the Company in advance of the
meeting in compliance with the terms and within the time period
specified in the By-laws. The Nominating and Corporate
Governance Committee also retains from time to time as
appropriate third-party search firms to assist in the
identification and evaluation of potential director nominees.
In identifying and evaluating nominees for director, the
Nominating and Corporate Governance Committee seeks to ensure
that the Board possesses, in the aggregate, the strategic,
managerial and financial skills and experience necessary to
fulfill its duties and to achieve its objectives, and seeks to
ensure that the Board is comprised of directors who have broad
and diverse backgrounds, possessing knowledge in areas that are
of importance to the Company. The Nominating and Corporate
Governance Committee looks at each nominee on a case-by-case
basis regardless of who recommended the nominee. In looking at
the qualifications of each candidate to determine if their
election would further the goals described above, the Nominating
and Corporate Governance Committee takes into account all
factors it considers appropriate, which include strength of
character, mature judgment, career specialization, relevant
technical skills or financial acumen, diversity of viewpoint and
industry knowledge. The Board believes that, to be recommended
as a director nominee, each candidate must:
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display the highest personal and professional ethics, integrity
and values; |
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have the ability to exercise sound business judgment; |
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be accomplished in his or her respective field, and have broad
experience at the administrative and/or policy-making level in
business, government, education, technology or public interest; |
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be independent of any particular constituency, be able to
represent all shareholders of the Company and be committed to
enhancing long-term shareholder value; and |
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have sufficient time available to devote to activities of the
Board and to enhance his or her knowledge of the Companys
business. |
The Board also believes the following qualities or skills are
necessary for one or more directors to possess:
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At least one director should have the requisite experience and
expertise to be designated as an audit committee financial
expert as defined by applicable rules of the SEC. |
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One or more of the directors generally should be active or
former chief executive officers of public companies or leaders
of major complex organizations, including commercial,
scientific, government, educational and other similar
institutions. |
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Directors should be selected so that the Board represents
diverse backgrounds and perspectives. |
Meetings and Attendance
The Board held five meetings in 2005. Each director attended at
least 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings
held by all committees of the Board on which the director served
during 2005.
Directors are expected to attend the Companys annual
meeting of shareholders each year. All of the current directors
who were directors at the time of the 2005 annual meeting of
shareholders attended that meeting.
Director Compensation
Annual Retainer and Meeting Fees. Non-employee directors
of the Company receive an annual retainer fee of $38,000. In
addition, these directors are paid a fee of $1,000 for every
Board and committee meeting they attend. Each committee
chairperson also receives an additional $5,000 for serving in
such capacity. A director may elect to defer all or any part of
the cash compensation he or she is entitled to receive for
serving as a director, in which case the amount deferred will be
paid in cash in three annual installments after such person
ceases to be a director and, at the direction of the director,
either will be credited with interest at the prime rate or will
be treated for valuation purposes as if such deferred
compensation had been invested in Common Stock pursuant to the
phantom stock subaccount under the directors deferred
compensation plan. The deferred compensation plan will be
terminated and accounts paid in a lump sum in the event of a
change in control of the Company.
Director Stock Options and Phantom Share Awards. In
addition to the compensation described above, each of
Ms. Baxter and Messrs. Bergstrom, DeNero, Gibbons,
Reyelts, Richelsen, and Winkler automatically received an option
for 3,000 shares of Common Stock at a per share exercise
price of $39.62 on April 27, 2005, in accordance with the
terms of the Companys Equity Incentive Plan, as amended
(the Equity Plan). At the 2005 annual meeting of
shareholders, the Companys shareholders approved the Banta
Corporation 2005 Equity Incentive Plan (the 2005 Equity
Plan). In 2006 and thereafter, non-employee directors will
automatically receive options to purchase shares of Common Stock
in accordance with the terms of the 2005 Equity Plan rather than
the Equity Plan.
Under the terms of the 2005 Equity Plan, each person when first
elected as a non-employee director of the Company automatically
receives an option for 6,000 shares of Common Stock. The
2005 Equity Plan also provides that, subsequent to the initial
grant, each non-employee director (who continues to serve in
such capacity) automatically receives an option to purchase an
additional 3,000 shares of Common Stock on the day after
each annual meeting of shareholders; provided, however, that if
a person who is first elected as a non-employee director on the
date of the annual meeting of shareholders receives the initial
option grant under the
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2005 Equity Plan on that date, such director will not be
entitled to begin receiving subsequent grants until the day
following the next succeeding annual meeting of shareholders.
Options granted to non-employee directors under the 2005 Equity
Plan have a per share exercise price equal to 100% of the market
value of a share of Common Stock on the date of grant and become
exercisable six months after the date of grant, unless the
non-employee director ceases to be a director by reason of
death, disability or retirement during such six-month period, in
which case the option will become immediately exercisable in
full. Options granted to non-employee directors under the 2005
Equity Plan terminate on the earlier of (a) ten years after
the date of grant or (b) twelve months after the
non-employee director ceases to be a director.
In addition, non-employee directors also receive grants of
phantom stock units which have a value equivalent to shares of
Common Stock. Each non-employee director receives phantom stock
units valued at an amount equal to $50,000 less the
Black-Scholes value of the 3,000 share option granted to
the director under the 2005 Equity Plan. Directors who have not
served in such capacity for the entire year at the time of the
grant receive a pro rata share of such grant. The phantom stock
units are granted under the deferred compensation plan and their
value is distributed in cash at the time and in the manner
described above.
Director Compensation Generally. The Companys
director compensation practices are established by the
Compensation Committee with the purpose of attracting and
retaining qualified non-employee directors necessary for the
Companys long-term success. In setting or adjusting
director compensation, the Compensation Committee reviews the
director compensation practices of corporations of similar size
relative to the Company and operating in comparable industries.
It is the judgment of the Compensation Committee that a review
of the director compensation practices of companies with such
characteristics is appropriate in establishing competitive
compensation for the Companys non-employee directors.
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STOCK OWNERSHIP
Management
The following table sets forth information, as of March 3,
2006, regarding beneficial ownership of Common Stock by each
director and nominee, each of the executive officers named in
the Summary Compensation Table set forth below, and all of the
directors and executive officers as a group. As of March 3,
2006, no director or executive officer of the Company
beneficially owned one percent or more of the Common Stock,
other than Ms. Streeter, who owned 1.4% of the Common
Stock. On that date, the directors and executive officers as a
group beneficially owned 2.9% of the Common Stock. Except as
otherwise indicated in the footnotes, all of the persons listed
below have sole voting and investment power over the shares of
Common Stock identified as beneficially owned.
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Amount and Nature of | |
Name of Beneficial Owner |
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Beneficial Ownership(1)(2) | |
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Jameson A. Baxter
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35,875 |
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John F. Bergstrom
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25,062 |
(3) |
Henry T. DeNero
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23,300 |
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David T. Gibbons
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9,000 |
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Janel S. Haugarth
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0 |
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Pamela J. Moret
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0 |
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Paul C. Reyelts
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19,879 |
(4) |
Ray C. Richelsen
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23,500 |
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Stephanie A. Streeter
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344,379 |
(5) |
Michael J. Winkler
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34,082 |
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Michael B. Allen
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33,173 |
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Geoffrey J. Hibner
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32,580 |
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Ronald D. Kneezel
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88,938 |
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David F. Engelkemeyer
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17,392 |
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All directors and executive officers as a group (16 persons)
|
|
|
714,256 |
|
|
|
(1) |
Includes shares subject to currently exercisable options and
options exercisable within 60 days of March 3, 2006 as
follows: Ms. Baxter, 19,500 shares;
Mr. Bergstrom, 22,500 shares; Mr. DeNero,
21,000 shares; Mr. Gibbons, 9,000 shares;
Ms. Haugarth, 0 shares; Ms. Moret, 0 shares;
Mr. Reyelts, 12,000 shares; Mr. Richelsen,
22,500 shares; Ms. Streeter, 306,955 shares;
Mr. Winkler, 21,000 shares; Mr. Allen,
28,286 shares; Mr. Hibner, 25,790 shares;
Mr. Kneezel, 68,228 shares; Mr. Engelkemeyer,
13,742 shares; and all directors and executive officers as
a group, 585,876 shares. |
|
(2) |
Does not include holdings of phantom stock units held by
non-employee directors as follows: Ms. Baxter,
12,675 units; Mr. Bergstrom, 3,416 units;
Mr. DeNero, 10,832 units; Mr. Gibbons,
527 units; Ms. Haugarth, 0 units; Ms. Moret,
0 units; Mr. Reyelts, 827 units;
Mr. Richelsen, 6,014 units; and Mr. Winkler,
3,898 units. The value of the phantom stock units is based
upon and fluctuates with the market value of the Common Stock. |
|
(3) |
Includes 2,350 shares held by a trust over which
Mr. Bergstrom shares voting and investment power. |
|
(4) |
Includes 1,000 shares held by Mr. Reyelts spouse
as custodian for their children and 500 shares held by
Mr. Reyelts spouse. Mr. Reyelts shares voting
and investment power over these shares. |
|
(5) |
Includes 1,000 shares held by Ms. Streeters
spouse. Ms. Streeter shares voting and investing power over
these shares. |
8
Other Beneficial Owners
The following table sets forth information, as of
December 31, 2005, regarding beneficial ownership by the
only persons known to the Company to own more than 5% of the
outstanding Common Stock. The beneficial ownership set forth
below has been reported on filings made on Schedule 13G
with the SEC by the beneficial owners.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of Beneficial Ownership | |
|
|
|
|
|
|
| |
|
|
|
|
|
|
Voting Power | |
|
Investment Power | |
|
|
|
Percent | |
Name and Address |
|
| |
|
| |
|
|
|
of | |
of Beneficial Owner |
|
Sole | |
|
Shared | |
|
Sole | |
|
Shared | |
|
Aggregate | |
|
Class | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Wachovia Corporation
|
|
|
1,901,529 |
|
|
|
0 |
|
|
|
1,891,094 |
|
|
|
2,260 |
|
|
|
1,903,654 |
|
|
|
7.86 |
% |
|
One Wachovia Center
Charlotte, North Carolina 28288-0137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royce & Associates, LLC
|
|
|
1,213,700 |
|
|
|
0 |
|
|
|
1,213,700 |
|
|
|
0 |
|
|
|
1,213,700 |
|
|
|
5.01 |
% |
|
1414 Avenue of the Americas
New York, New York 10019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information for each of
the last three fiscal years concerning compensation awarded to,
earned by or paid to certain executive officers of the Company.
The persons named in the table are sometimes referred to herein
as the named executive officers.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual | |
|
|
|
|
|
|
|
|
Compensation(1) | |
|
Long Term Compensation | |
|
|
|
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
Awards | |
|
Payouts | |
|
|
|
|
|
|
|
|
| |
|
| |
|
|
|
|
|
|
|
|
Restricted | |
|
Securities | |
|
|
|
|
|
|
|
|
|
|
Stock | |
|
Underlying | |
|
LTIP | |
|
All Other | |
Name and Principal Position |
|
Year | |
|
Salary | |
|
Bonus | |
|
Awards(2) | |
|
Options (#) | |
|
Payouts | |
|
Compensation(3) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Stephanie A. Streeter
|
|
|
2005 |
|
|
$ |
724,500 |
|
|
$ |
762,682 |
|
|
$ |
343,443 |
|
|
|
38,257 |
|
|
$ |
437,333 |
|
|
$ |
4,200 |
|
|
Chairman, President and
|
|
|
2004 |
|
|
|
681,733 |
|
|
|
851,808 |
|
|
|
332,769 |
|
|
|
33,803 |
|
|
|
533,068 |
|
|
|
4,100 |
|
|
Chief Executive Officer
|
|
|
2003 |
|
|
|
615,000 |
|
|
|
415,529 |
|
|
|
|
|
|
|
100,000 |
|
|
|
77,551 |
|
|
|
4,000 |
|
Michael B. Allen
|
|
|
2005 |
|
|
|
364,000 |
|
|
|
230,265 |
|
|
|
80,878 |
|
|
|
9,010 |
|
|
|
105,000 |
|
|
|
4,200 |
|
|
President,
|
|
|
2004 |
|
|
|
350,000 |
|
|
|
272,774 |
|
|
|
78,004 |
|
|
|
37,923 |
|
|
|
105,000 |
|
|
|
4,100 |
|
|
Banta Print Sector(4)
|
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geoffrey J. Hibner
|
|
|
2005 |
|
|
|
343,000 |
|
|
|
209,473 |
|
|
|
76,216 |
|
|
|
8,490 |
|
|
|
99,000 |
|
|
|
16,371 |
|
|
Chief Financial Officer(5)
|
|
|
2004 |
|
|
|
330,000 |
|
|
|
262,131 |
|
|
|
73,544 |
|
|
|
7,470 |
|
|
|
111,772 |
|
|
|
76,197 |
|
|
|
|
|
2003 |
|
|
|
120,577 |
|
|
|
38,318 |
|
|
|
|
|
|
|
30,000 |
|
|
|
6,386 |
|
|
|
72,953 |
|
Ronald D. Kneezel
|
|
|
2005 |
|
|
|
280,750 |
|
|
|
155,870 |
|
|
|
58,210 |
|
|
|
6,486 |
|
|
|
74,169 |
|
|
|
4,200 |
|
|
Vice President, General
|
|
|
2004 |
|
|
|
264,890 |
|
|
|
191,283 |
|
|
|
55,113 |
|
|
|
5,599 |
|
|
|
114,882 |
|
|
|
4,100 |
|
|
Counsel and Secretary
|
|
|
2003 |
|
|
|
253,000 |
|
|
|
59,987 |
|
|
|
|
|
|
|
14,000 |
|
|
|
33,489 |
|
|
|
4,000 |
|
David F. Engelkemeyer
|
|
|
2005 |
|
|
|
270,000 |
|
|
|
149,901 |
|
|
|
55,986 |
|
|
|
6,238 |
|
|
|
72,800 |
|
|
|
20,700 |
|
|
Vice President,
|
|
|
2004 |
|
|
|
230,000 |
|
|
|
172,106 |
|
|
|
54,066 |
|
|
|
12,000 |
|
|
|
66,733 |
|
|
|
5,329 |
|
|
Worldwide Operations(6)
|
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Certain personal benefits provided by the Company to the named
executive officers are not included in the table. The aggregate
amount of such personal benefits for each named executive
officer in each year reflected in the table did not exceed the
lesser of $50,000 or 10% of the sum of such officers
salary and bonus in each respective year. |
|
(2) |
As of December 31, 2005, the number and value of the
aggregate restricted stock holdings for the named executive
officers were as follows: Ms. Streeter, 12,904 restricted
shares with a value of $642,619; Mr. Allen, 3,033
restricted shares with a value of $151,043; Mr. Hibner,
2,859 restricted shares with a value of $142,378;
Mr. Kneezel, 2,168 restricted shares with a value of
$107,966; and Mr. Engelkemeyer, 2,101 restricted shares
with a value of $104,630. Contingent upon the named executive
officers continued employment with the Company, the shares
of restricted stock will vest over a three-year period, with
one-third vesting on each of the first three anniversaries of
the date of issuance. |
|
(3) |
For fiscal 2005, consists of Company matching contributions
under the Companys Incentive Savings Plan, which is a
profit sharing plan under Section 401(k) of the Internal
Revenue Code. Also includes for 2005 reimbursement of relocation
expenses of $12,171 for Mr. Hibner and a housing allowance
of $16,500 for Mr. Engelkemeyer. |
|
(4) |
Mr. Allen joined the Company on January 5, 2004. |
|
(5) |
Mr. Hibner joined the Company on August 11, 2003. |
10
|
|
(6) |
Mr. Engelkemeyer joined the Company on February 2,
2004. |
Stock Options
The Company has in effect equity plans pursuant to which options
to purchase Common Stock may be granted to key employees
(including executive officers) of the Company and its
subsidiaries. The following table presents certain information
as to grants of stock options made during fiscal 2005 to the
named executive officers.
Option Grants in 2005 Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date | |
|
|
Individual Grants | |
|
Value | |
|
|
| |
|
| |
|
|
|
|
Percentage of | |
|
|
|
|
|
|
|
|
Total | |
|
|
|
|
|
|
Number of | |
|
Options | |
|
|
|
|
|
|
Securities | |
|
Granted to | |
|
Exercise or | |
|
|
|
Grant Date | |
|
|
Underlying Options | |
|
Employees in | |
|
Base Price | |
|
Expiration | |
|
Present | |
Name |
|
Granted(1) | |
|
Fiscal Year | |
|
($/share) | |
|
Date | |
|
Value(2) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Stephanie A. Streeter
|
|
|
38,257 |
|
|
|
7.54 |
|
|
$ |
43.31 |
|
|
|
1/24/2015 |
|
|
$ |
347,756 |
|
Michael B. Allen
|
|
|
9,010 |
|
|
|
1.78 |
|
|
|
43.31 |
|
|
|
1/24/2015 |
|
|
|
81,901 |
|
Geoffrey J. Hibner
|
|
|
8,490 |
|
|
|
1.67 |
|
|
|
43.31 |
|
|
|
1/24/2015 |
|
|
|
77,174 |
|
Ronald D. Kneezel
|
|
|
6,486 |
|
|
|
1.28 |
|
|
|
43.31 |
|
|
|
1/24/2015 |
|
|
|
58,958 |
|
David F. Engelkemeyer
|
|
|
6,238 |
|
|
|
1.23 |
|
|
|
43.31 |
|
|
|
1/24/2015 |
|
|
|
56,703 |
|
|
|
(1) |
The options reflected in the table (which are nonstatutory stock
options for purposes of the Internal Revenue Code) were granted
on January 24, 2005 and vest ratably over the three-year
period following the date of grant. The options are subject to
early vesting in the case of the optionees death,
disability or retirement. |
|
(2) |
The option values presented are based on the Black-Scholes
option pricing model adopted for use in valuing stock options.
Material assumptions and adjustments incorporated in the
Black-Scholes model in estimating the value of the options
reflected in the table above include the following: (a) an
exercise price of the option equal to the fair market value of
the underlying stock on the date of grant; (b) a risk-free
rate of return representing the interest rate on a
U.S. Treasury security with a maturity date corresponding
to the term of the option; (c) volatility of 23.83%, which
was calculated using daily Common Stock prices for the
three-year period prior to the date of grant; (d) a
dividend yield equal to 1.59% representing the dividend yield on
the Common Stock as of the date of grant; (e) an option
term of ten years; and (f) reductions in accordance with
the option pricing model of 15.59% to reflect assumptions
relating to the probability of forfeiture due to termination
prior to vesting and 20.87% to reflect the probability of a
shortened option term due to termination of employment prior to
the expiration date. The actual value, if any, that an optionee
may realize upon exercise will depend on the excess of the price
of the Common Stock over the option exercise price on the date
that the option is exercised. There is no assurance that the
value realized by an optionee will be at or near the value
estimated under the Black-Scholes model. |
11
The following table sets forth information regarding the
exercise of stock options by each of the named executive
officers during the 2005 fiscal year and the fiscal year-end
value of unexercised options held by the named executive
officers.
Aggregated Option Exercises in 2005 Fiscal Year and Fiscal
Year-End Option Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
Value of Unexercised | |
|
|
|
|
|
|
Underlying Unexercised | |
|
In-the-Money | |
|
|
|
|
|
|
Options at Fiscal | |
|
Options at Fiscal | |
|
|
Shares | |
|
|
|
Year-End | |
|
Year-End(1) | |
|
|
Acquired | |
|
Value | |
|
| |
|
| |
Name |
|
on Exercise | |
|
Realized(1) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Stephanie A. Streeter
|
|
|
|
|
|
$ |
0 |
|
|
|
282,935 |
|
|
|
94,125 |
|
|
$ |
4,868,186 |
|
|
$ |
735,044 |
|
Michael B. Allen
|
|
|
|
|
|
|
0 |
|
|
|
12,641 |
|
|
|
34,292 |
|
|
|
98,868 |
|
|
|
256,211 |
|
Geoffrey J. Hibner
|
|
|
|
|
|
|
0 |
|
|
|
22,490 |
|
|
|
23,470 |
|
|
|
332,387 |
|
|
|
235,673 |
|
Ronald D. Kneezel
|
|
|
12,000 |
|
|
|
304,380 |
|
|
|
64,200 |
|
|
|
14,885 |
|
|
|
1,245,774 |
|
|
|
112,466 |
|
David F. Engelkemeyer
|
|
|
|
|
|
|
0 |
|
|
|
5,831 |
|
|
|
17,900 |
|
|
|
22,249 |
|
|
|
84,983 |
|
|
|
(1) |
The dollar values are calculated by determining the difference
between the fair market value of the underlying Common Stock and
the exercise price of the options at exercise or fiscal
year-end, as the case may be. |
Long-Term Incentives
The Company maintains the Banta Corporation Long-Term Incentive
Cash Compensation Plan (the LTICCP), which provides
a cash incentive compensation system over three-year rolling
periods for satisfaction of goals established by the
Compensation Committee. A target bonus is established for each
participant based upon a percentage of that participants
base salary at the beginning of the three-year performance
period. The LTICCP benefits are paid in cash at the end of the
performance period with a minimum award of 50% of the
participants target bonus and a maximum award of 300% of
the target bonus. In the event a participants employment
with the Company is terminated (other than by qualified
retirement, disability, death or involuntary termination without
cause) on or before the end of the applicable performance
period, the right of the participant to any payout is forfeited.
In the event a participants employment is terminated after
June 30 of the first year of the performance period as a
result of a qualified retirement, disability, death or
involuntary termination without cause, the Company will pay to
the participant in cash within 30 days following
termination of employment a fraction of one-half of the
participants target bonus, prorated based on the number of
full calendar months during the performance period during which
the participant was employed by the Company.
Because the amount of any payout under the LTICCP is dependent
upon the satisfaction of performance objectives, the exact
amount of the payout (if any) to a named executive officer under
the LTICCP cannot be determined at this time, except that each
named executive officer will receive at least a minimum,
threshold award of 50% of his or her target bonus. The following
table describes the hypothetical amounts that would be
12
payable to the named executive officers under LTICCP awards
granted during fiscal 2005, assuming that threshold, target and
maximum levels of the performance metrics are met.
Long-Term Incentive Plan Awards in 2005 Fiscal
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts | |
|
|
Performance or other period | |
|
| |
Name |
|
until maturation or payout | |
|
Threshold | |
|
Target | |
|
Maximum | |
|
|
| |
|
| |
|
| |
|
| |
Stephanie A. Streeter
|
|
|
3 years |
|
|
$ |
231,840 |
|
|
$ |
463,680 |
|
|
$ |
1,391,040 |
|
Michael B. Allen
|
|
|
3 years |
|
|
|
54,600 |
|
|
|
109,200 |
|
|
|
327,600 |
|
Geoffrey J. Hibner
|
|
|
3 years |
|
|
|
51,450 |
|
|
|
102,900 |
|
|
|
308,700 |
|
Ronald D. Kneezel
|
|
|
3 years |
|
|
|
39,305 |
|
|
|
78,610 |
|
|
|
235,830 |
|
David F. Engelkemeyer
|
|
|
3 years |
|
|
|
37,800 |
|
|
|
75,600 |
|
|
|
226,800 |
|
Pension Plan Benefits
The following table sets forth the estimated annual pension
benefits payable to a covered participant at normal retirement
age under the Companys Employees Pension Plan as well as
under the Companys Supplemental Retirement Plan (which, in
part, provides benefits that would otherwise be denied
participants by reason of (i) certain Internal Revenue Code
limitations on qualified benefit plans and (ii) the
exclusion of cash incentive awards and deferred compensation in
calculating benefits under the qualified plan). The benefits
that are payable under the pension and retirement plans are
based upon remuneration that is covered under the plans and
years of service with the Company and its subsidiaries.
Pension Plan Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Monthly | |
|
Yearly Pension After Specified Years of Service | |
Compensation in Five | |
|
| |
Highest Consecutive Years | |
|
10 Years | |
|
15 Years | |
|
20 Years | |
| |
|
| |
|
| |
|
| |
$ |
24,000 |
|
|
$ |
72,000 |
|
|
$ |
108,000 |
|
|
$ |
144,000 |
|
|
36,000 |
|
|
|
108,000 |
|
|
|
162,000 |
|
|
|
216,000 |
|
|
48,000 |
|
|
|
144,000 |
|
|
|
216,000 |
|
|
|
288,000 |
|
|
60,000 |
|
|
|
180,000 |
|
|
|
270,000 |
|
|
|
360,000 |
|
|
72,000 |
|
|
|
216,000 |
|
|
|
324,000 |
|
|
|
432,000 |
|
|
84,000 |
|
|
|
252,000 |
|
|
|
378,000 |
|
|
|
504,000 |
|
|
96,000 |
|
|
|
288,000 |
|
|
|
432,000 |
|
|
|
576,000 |
|
|
108,000 |
|
|
|
324,000 |
|
|
|
486,000 |
|
|
|
648,000 |
|
|
120,000 |
|
|
|
360,000 |
|
|
|
540,000 |
|
|
|
720,000 |
|
|
132,000 |
|
|
|
396,000 |
|
|
|
594,000 |
|
|
|
792,000 |
|
|
144,000 |
|
|
|
432,000 |
|
|
|
648,000 |
|
|
|
864,000 |
|
|
156,000 |
|
|
|
468,000 |
|
|
|
702,000 |
|
|
|
936,000 |
|
A participants remuneration covered by this benefit
formula is such participants base salary and annual bonus
(excluding any long-term bonus). The covered remuneration paid
for the last fiscal year to the named executive officers is set
forth in the Summary Compensation Table under the headings
Salary and Bonus. As of
December 31, 2005, Ms. Streeter and
Messrs. Allen, Hibner, Kneezel and Engelkemeyer
completed 5, 2, 3, 18 and 2 years of credited
service under the Companys pension plans, respectively.
Benefits shown in the table are computed as a straight single
life annuity assuming retirement at age 65. The benefits
reflected in the table are not subject to reduction for Social
Security benefits.
Agreements with Named Executive Officers
The Company has agreements with Ms. Streeter as well as
Messrs. Allen, Hibner, Kneezel and Engelkemeyer and certain
other officers and key employees which provide for continued
employment for
13
periods of from two to three years after a change of control
(the Employment Period) and for lump-sum termination
payments equal to three times the executives base salary
plus the highest incentive compensation earned by the executive
in any year during the preceding three years if employment is
terminated during the Employment Period by the Company (other
than for cause or disability) or by the executive due to
significant changes in his or her working conditions or status
without his or her consent. The agreements also provide the
foregoing benefits in connection with certain terminations which
are effected in anticipation of a change of control. Under the
agreements, the executives employee benefits such as
health, accident and life insurance will also be continued
following a termination for which a termination payment is made
for up to three years or until comparable benefits are available
from a new employer. The agreements similarly provide for the
accelerated vesting of outstanding stock options in the event of
a change of control. The agreements provide that, if any
payments thereunder constitute an excess parachute
payment under the Internal Revenue Code, the Company will
pay the officer the amount necessary to offset the excise tax
and any additional taxes resulting from the payment of an excess
parachute payment. Each of Ms. Streeter and
Messrs. Allen, Hibner and Engelkemeyer have an agreement
with the Company that provides for a severance payment of one
years salary (and the continuation of health insurance for
one year) if, prior to a change of control, the Company
terminates the executives employment other than for cause
or disability.
The Company has deferred compensation plans for key employees in
which the named executive officers are eligible to participate
and which provide for deferral of salary and cash incentive
compensation. Payments under the deferred compensation plans
generally commence following retirement of the participant. A
participant can elect to receive his or her deferred
compensation while still employed with the Company as of a
specified date or dates. Over the past seventeen years, there
have been a variety of different voluntary deferred compensation
plans which have been applicable to one or more of the named
executive officers. One of such plans, adopted in 1988, provides
for the acceleration of payment of the deferred benefits in the
event of a change in control. In such case, the lump sum payment
will be equal to the present value of the participants
future benefits if the participant is receiving benefits at the
time of such change of control or the amount standing to the
participants credit in his or her deferred compensation
account if the participant is not otherwise entitled to receive
benefits at the time of such change of control. The Company has
entered into an executive trust agreement with a third party
trust company to provide a means of segregating assets for the
payment of all of these deferred compensation benefits (as well
as benefits under the Companys Supplemental Retirement
Plan), subject to claims of the Companys creditors. Such
trust is only nominally funded until the occurrence of a
potential change of control.
Committee Report on Executive Compensation
The Compensation Committee of the Board is responsible for all
aspects of the Companys compensation package offered to
its executive officers, including the named executive officers.
The following is a report of the Compensation Committee
regarding executive compensation:
Policies Governing Executive Compensation. The
Companys general policies relating to executive
compensation are: (a) to establish a direct link between
executive compensation and the annual, intermediate-term and
long-term performance of the Company; (b) to provide
performance-based compensation opportunities (including
equity-based awards) which allow executive officers to earn
rewards for maximizing shareholder value; (c) to attract
and retain the key executives necessary for the Companys
long-term success; and (d) to reward individual initiative
and the achievement of specified goals. In applying these
general policies, the objective of the Compensation Committee
has been to ensure that a significant portion of the
compensation paid to senior executive officers, such as the
named executive officers, be incentive-based since these
individuals have significant control over and responsibility for
the Companys direction and performance.
Executive Compensation Package. As reflected under the
section entitled Executive Compensation, the
Companys executive compensation package currently consists
of a mix of salary, annual and long-term cash bonus awards and
equity awards as well as benefits under the employee benefit
plans offered by the Company.
14
In setting and adjusting executive salaries, including the
salaries of the Chief Executive Officer and the other named
executive officers, the Compensation Committee, in conjunction
with the independent compensation consultants retained by the
Committee, has historically compared the base salaries paid or
proposed to be paid by the Company with the ranges of salaries
paid by corporations of similar size relative to the Company and
operating in comparable industries. It is the judgment of the
Compensation Committee that a review of the compensation
practices of companies with such characteristics is appropriate
in establishing competitive salary ranges for the Companys
executive officers.
The Compensation Committee, in developing a broadband salary
structure, established the minimum, midpoint and maximum ranges
for each salary broadband for fiscal 2005 based on its analysis
of comparative market data. The Compensation Committee also
approved a 3.5% guideline for 2005 executive officer base salary
increases, subject to individual variances to reflect above or
below average performance. In establishing 2005 salaries for
each individual executive officer, Ms. Streeter, the
Companys Chairman, President and Chief Executive Officer,
made specific recommendations for salary adjustments (other than
her own) to the Compensation Committee based on the foregoing
guidance provided by the Committee as well as a review of
industry comparables, the level of responsibility delegated to
the particular executive officer, the expertise and skills
offered by each officer, the officers individual job
performance and the performance of the group over which the
individual had responsibility. These various factors were
considered on a case-by-case basis and no specific formula was
used to give any one factor a relative weight as compared to the
others. The Compensation Committee reviewed the foregoing
recommendations and then made final decisions on the base
salaries to be paid by the Company. The Compensation Committee
also reviewed and fixed the base salary of Ms. Streeter for
2005 based on similar competitive compensation data and
individual job performance criteria. The base salary paid to
Ms. Streeter for fiscal 2005 was set at $724,500.
The Compensation Committee maintains the Short-Term Incentive
Plan (the STIP), which provides an annual incentive
for certain employees of the Company, including the named
executive officers. The factors on which awards under the STIP
were granted for service in fiscal 2005, payable in 2006,
included: (i) earnings per share; (ii) revenues;
(iii) return on assets managed; and (iv) for
participants affiliated with a specific business unit, in
addition to the corporate goals using the foregoing factors, the
operating income, revenue and return on assets managed of the
applicable business unit. The factors and the target bonus
percentages were determined in the discretion of the
Compensation Committee and can change each year. There is no
minimum bonus payable under the STIP and the maximum annual
bonus is two times the target bonus. Any bonuses are
paid in a lump sum in the following year. Under the STIP,
Ms. Streeter earned a payout of $762,682 for the 2005
fiscal year paid in 2006.
The Compensation Committee also maintains the Long-Term
Incentive Cash Compensation Plan (the LTICCP). The
LTICCP is a part of the overall long-term incentive package for
certain employees of the Company, including the named executive
officers, which package includes not only a cash benefit but
also stock options and other equity awards. The factors on which
awards payable in cash under the LTICCP were granted in fiscal
2005 are similar to those in the STIP, except that the LTICCP
has a three-year performance period. Again, the factors and the
target bonus percentages were determined in the discretion of
the Compensation Committee and can change for each performance
period. The maximum award for the three-year performance period
is three times the target bonus and there is a
minimum award of 50% of the target bonus at the end
of the three-year period. Awards under the LTICCP are dependent,
in part, on the Companys total shareholder return compared
to that of a selected peer group of companies. The LTICCP was
adopted in 2004 with the first full three-year performance
period ending in fiscal 2006. A transition award of $437,333
under the LTICCP was paid to Ms. Streeter for the
achievement of targeted performance for the period that ended in
fiscal 2005.
The Companys long-term incentive plan also includes stock
option grants and grants of restricted stock. Stock options
granted by the Compensation Committee have a per share exercise
price of 100% of the fair market value of a share of Common
Stock on the date of grant and, accordingly, the value of the
option will be dependent on the future market value of the
Common Stock. Similarly, since the value of shares of restricted
stock is also dependent on the future market value of the Common
Stock, the granting of restricted stock is intended to promote
the long-term interest of the Company and its shareholders by
providing a means for
15
attracting and retaining qualified employees of the Company, to
align the interests of employees with the interests of
shareholders, and to provide an incentive to employees to
improve the long-term performance of the Company.
In accordance with the Companys long-term incentive plan
(the parameters of which were determined by the Compensation
Committee in consultation with its independent compensation
consultants), Ms. Streeter received an option to
purchase 38,257 shares of Common Stock at a per share
exercise price of $43.31 and 8,030 shares of restricted
stock. By tying a portion of each executive officers
overall compensation to stock price through the grant of options
and restricted stock, the Compensation Committee seeks to
enhance its objective of providing a further incentive to
maximize long-term shareholder value.
In connection with the equity-based plans, the Company endorses
the policy that stock ownership by management is an important
factor in aligning the interests of management and shareholders.
The Company has adopted stock ownership guidelines that are
intended to encourage stock ownership by management. Under these
guidelines, management personnel are expected to own a specified
number of shares of Common Stock depending upon their respective
salary grade. The Compensation Committee considers an
individuals compliance with the stock ownership guidelines
in determining the size of equity-based grants.
The Companys policy with respect to other employee benefit
plans is to provide competitive benefits to the Companys
employees, including executive officers, to encourage their
continued service with the Company. In the view of the
Compensation Committee, a competitive benefits package is an
essential component in achieving the Companys goal of
being able to attract new key employees from time to time as
events warrant.
Under Section 162(m) of the Internal Revenue Code, the tax
deduction by corporate taxpayers, such as the Company, is
limited with respect to the compensation of certain executive
officers unless such compensation is based upon performance
objectives meeting certain regulatory criteria or is otherwise
excluded from the limitation. The Compensation Committee
currently intends, in all appropriate circumstances, to qualify
compensation paid to the Companys executive officers for
deductibility by the Company under Section 162(m) of the
Internal Revenue Code.
|
|
|
BANTA CORPORATION |
|
COMPENSATION COMMITTEE |
|
|
Jameson A. Baxter, Chairperson |
|
John F. Bergstrom |
|
David T. Gibbons |
|
Ray C. Richelsen |
16
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board is currently comprised of three
directors, each of whom is independent as defined in the
NYSEs listing standards and SEC rules. The Audit Committee
operates under a written charter adopted by the Board.
The Companys management is responsible for the
Companys internal controls and the financial reporting
process, including the system of internal controls. The
Companys independent auditors are responsible for
expressing an opinion on the conformity of the Companys
audited consolidated financial statements with accounting
principles generally accepted in the United States. The Audit
Committees responsibility is to monitor and oversee this
process.
The Audit Committee has reviewed and discussed the audited
consolidated financial statements of the Company with management
and the independent auditors. The Audit Committee has discussed
with the independent auditors matters required to be discussed
by Statement on Auditing Standards No. 61 (Communication
with Audit Committees).
The Companys independent auditors have provided to the
Audit Committee the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions
with Audit Committees), and the Committee discussed with
Ernst & Young LLP its independence. The Audit Committee
considered whether the independent auditors provision of
non-audit services is compatible with maintaining
Ernst & Young LLPs independence.
The Audit Committee discussed with the Companys internal
and independent auditors the overall scopes and plans for their
respective audits. The Audit Committee meets with the internal
and independent auditors, with and without management present,
to discuss the results of their examinations, the evaluation of
the Companys internal controls and overall quality of the
Companys financial reporting.
Based on the Audit Committees reviews and discussions with
management, the internal auditors and the independent auditors
referred to above, the Audit Committee recommended to the Board
that the audited consolidated financial statements be included
in the Companys Annual Report on
Form 10-K for the
year ended December 31, 2005 for filing with the SEC.
|
|
|
BANTA CORPORATION |
|
AUDIT COMMITTEE |
|
|
Paul C. Reyelts, Chairperson |
|
Jameson A. Baxter |
|
Ray C. Richelsen |
17
PERFORMANCE INFORMATION
Set forth below are line graphs for the last five years
comparing the Companys cumulative total shareholder return
with the cumulative total shareholder return of companies in the
Standard & Poors 500 Stock Index and companies in
a peer group selected in good faith by the Company. The total
return information presented in the graphs assumes the
reinvestment of dividends. The companies in the peer group are:
Cadmus Communications Corp.; Courier Corp.; R. R.
Donnelley & Sons Company; and Quebecor World Inc. The
returns of each company in the peer group have been weighted
based on such companys relative market capitalization.
Comparison of Five Year Cumulative Total Return
Among Banta Corporation, S&P 500 Index and Peer Group
Companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2000 | |
|
2001 | |
|
2002 | |
|
2003 | |
|
2004 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Banta Value
|
|
$ |
100 |
|
|
$ |
121 |
|
|
$ |
127 |
|
|
$ |
170 |
|
|
$ |
189 |
|
|
$ |
213 |
|
S&P 500 Composite
|
|
|
100 |
|
|
|
88 |
|
|
|
69 |
|
|
|
88 |
|
|
|
98 |
|
|
|
103 |
|
Peer Index
|
|
|
100 |
|
|
|
102 |
|
|
|
92 |
|
|
|
105 |
|
|
|
122 |
|
|
|
112 |
|
18
RATIFICATION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR 2006
Independent Auditors
Ernst & Young LLP has served as the independent
auditors for the Company since May 17, 2002 and audited the
financial statements of the Company for the fiscal years ended
January 1, 2005 and December 31, 2005. The Audit
Committee has selected Ernst & Young LLP as the
Companys independent auditors for 2006, and this selection
is being presented to shareholders for ratification. The Board
recommends to the shareholders the ratification of the selection
of Ernst & Young LLP, to audit the financial statements
of the Company and its subsidiaries for 2006. Unless otherwise
specified, the proxies solicited hereby will be voted in favor
of the ratification of Ernst & Young LLP as independent
auditors for the Company for 2006.
If, prior to the Annual Meeting, Ernst & Young LLP
declines to act or its engagement is otherwise discontinued by
the Audit Committee, the Audit Committee will appoint other
independent auditors whose engagement for any period subsequent
to the Annual Meeting will be subject to ratification by the
shareholders at the Annual Meeting. If the shareholders fail to
ratify the appointment of Ernst & Young LLP, then the
Audit Committee will consider it a direction to select other
auditors for 2006. Even if the selection is ratified, the Audit
Committee, in its discretion, may select a new independent
auditing firm at any time during the year if it believes that
such a change would be in the best interests of the Company and
its shareholders.
Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting to answer appropriate questions
and, if they so desire, to make a statement.
Independent Auditors Fees
During the fiscal years ended December 31, 2005 and
January 1, 2005, the Company retained and paid
Ernst & Young LLP to provide audit and/or other
services. The fees paid to Ernst & Young LLP for the
years ended December 31, 2005 and January 1, 2005 were
as follows:
Audit Fees. Fees for audit services paid to
Ernst & Young LLP totaled $1,198,800 in fiscal 2005 and
$1,027,000 in fiscal 2004. Audit fees include fees associated
with the annual audit, assessment of internal control over
financial reporting, the reviews of the Companys quarterly
reports on
Form 10-Q, and
statutory audits required internationally.
Audit-Related Fees. Fees for audit-related services paid
to Ernst & Young LLP totaled $16,500 in fiscal 2005 and
$108,000 in fiscal 2004. Audit-related services in 2005
principally include accounting consultations and services in
connection with employee benefit plan audits. Audit-related
services in 2004 principally include due diligence in connection
with acquisitions and accounting consultations.
Tax Fees. Fees paid to Ernst & Young LLP for tax
services, including tax compliance, tax advice and tax planning
(including expatriate tax services), totaled $211,476 in fiscal
2005 and $156,000 in fiscal 2004.
All Other Fees. There were no such fees paid to
Ernst & Young LLP in either 2005 or 2004.
The Audit Committee pre-approves all audit and permissible
non-audit services provided by the independent auditors on a
case-by-case basis. The Audit Committee approved 100% of the
services described under the general categories of
Audit-Related Fees and Tax Fees in 2005. The Audit
Committee does not consider the provision of these non-audit
services by the independent auditors to be incompatible with
maintaining auditor independence.
Vote Required
Assuming a quorum is present, to ratify the selection of
Ernst & Young LLP as the Companys independent
auditors for 2006, the number of votes cast in favor of the
proposal must exceed the number of votes cast in opposition to
it. Abstentions and broker non-votes will be counted for
purposes of determining the presence of a quorum, as noted
above, but do not constitute a vote for or
against this matter and will be disregarded in the
calculation of votes cast.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF
THE SELECTION OF ERNST & YOUNG LLP AS THE
COMPANYS INDEPENDENT AUDITORS.
19
OTHER MATTERS
Solicitation Expenses
All expenses of solicitation of proxies will be borne by the
Company. In addition to soliciting proxies by mail, proxies may
be solicited personally and by telephone by certain officers and
regular employees of the Company. Brokers, nominees and
custodians who hold Common Stock in their names and who solicit
proxies from the beneficial owners will be reimbursed by the
Company for
out-of-pocket and
reasonable clerical expenses.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys officers and directors to file
reports of ownership and changes of ownership with the SEC and
the NYSE. The regulations of the SEC require the officers and
directors to furnish the Company with copies of all
Section 16(a) forms they file. Based on such forms, the
Company believes that all its officers and directors have
complied with the Section 16(a) filing requirements.
Related Party Transaction
The Company has an agreement with Hewlett-Packard Company
pursuant to which the Company provides various supply-chain
management services in connection with the configuration,
testing and worldwide distribution of Hewlett-Packards
hard drives. Michael J. Winkler, a director of the Company, was
an Executive Vice President of Hewlett-Packard from 1995 until
his retirement in November 2005. The Companys revenue
attributable to its contract with Hewlett-Packard totaled
approximately $135 million in fiscal 2005. The Company
currently expects that revenue from the Hewlett-Packard contract
in fiscal 2006 will be comparable to the fiscal 2005 revenue.
Delivery of Proxy Materials to Households
Pursuant to the rules of the SEC, services that deliver the
Companys communications to shareholders that hold their
stock through a bank, broker or other holder of record may
deliver to multiple shareholders sharing the same address a
single copy of the Companys annual report to shareholders
and this proxy statement. Upon oral or written request, the
Company will promptly deliver a separate copy of the annual
report to shareholders and/or proxy statement to any shareholder
at a shared address to which a single copy of each document was
delivered. Shareholders sharing an address may also request
delivery of a single copy of the annual report or proxy
statement if they are currently receiving multiple copies of
such documents. Shareholders may notify the Company of their
requests by calling or writing Ronald D. Kneezel, Vice
President, General Counsel and Secretary, Banta Corporation,
P.O. Box 8003, Menasha, Wisconsin 54952, telephone number:
(920) 751-7777.
SHAREHOLDER PROPOSALS
Proposals of shareholders pursuant to
Rule 14a-8 under
the Securities Exchange Act of 1934
(Rule 14a-8)
that are intended to be presented at the 2007 annual meeting of
shareholders must be received by the Company no later than
November 23, 2006 to be included in the Companys
proxy materials for that meeting. Further, a shareholder who
otherwise intends to present business at the 2006 annual meeting
must comply with the requirements set forth in the
Companys By-laws. Among other things, to bring business
before an annual meeting, a shareholder must give written notice
thereof, complying with the By-laws, to the Secretary of the
Company not less than 60 days and not more than
90 days prior to the second Tuesday in the month of April,
provided that the date of the annual meeting is not advanced by
more than 30 days or delayed by more than 60 days from
the second Tuesday in the month of April. The 2007 annual
meeting of shareholders is tentatively scheduled to be held on
April 24, 2007. Under the By-laws, if the Company does not
receive notice of a shareholder proposal submitted otherwise
than pursuant to
Rule 14a-8
(i.e., a proposal a shareholder intends to present at the
2006 annual meeting of shareholders but does not intend to have
20
included in the Companys proxy materials) on or prior to
February 9, 2007 (assuming an April 24, 2007 meeting
date), then the notice will be considered untimely and the
Company will not be required to present such proposal at the
2007 annual meeting. If the Board nonetheless chooses to present
such proposal at the 2007 annual meeting, then the persons named
in proxies solicited by the Board for the 2007 annual meeting
may exercise discretionary voting power with respect to such
proposal.
|
|
|
By Order of the Board of Directors |
|
BANTA CORPORATION |
|
|
/s/ RONALD D. KNEEZEL |
|
|
Ronald D. Kneezel |
|
Secretary |
The Company will furnish to any shareholder, without charge,
a copy of its Annual Report on
Form 10-K for the
fiscal year 2005. Requests for the
Form 10-K must be
in writing and addressed to Ronald D. Kneezel, Vice President,
General Counsel and Secretary, Banta Corporation, P.O.
Box 8003, Menasha, Wisconsin 54952.
21
APPENDIX A
BANTA CORPORATION
CRITERIA FOR DETERMINING DIRECTOR INDEPENDENCE
The Board of Directors has established categorical standards to
assist it in making determinations of director independence.
Under these categorical standards, a director will be considered
independent unless:
|
|
|
1. the director is, or has been within the last three
years, an employee of the Company, or an immediate family member
of the director is, or has been within the last three years, an
executive officer of the Company; provided, however, that
employment as an interim Chairman or Chief Executive Officer or
other executive officer shall not disqualify a director from
being considered independent following that employment; |
|
|
2. the director has received, or has an immediate family
member who has received, in any twelve-month period within the
last three years, more than $100,000 in direct compensation from
the Company, other than director and committee fees and pension
or other forms of deferred compensation for prior service
(provided that such compensation is not contingent in any way on
continued service with the Company); provided, however,
that compensation received by a director for former service as
an interim Chairman or Chief Executive Officer or other
executive officer of the Company need not be considered in
determining independence under this test; and provided,
further, that compensation received by an immediate family
member of the director for service as an employee of the Company
(other than an executive officer) need not be considered in
determining independence under this test; |
|
|
3. (A) the director or an immediate family member of
the director is a current partner of a firm that is the
Companys internal or external auditor; (B) the
director is a current employee of such a firm; (C) the
director has an immediate family member who is a current
employee of such a firm and who participates in the firms
audit, assurance or tax compliance (but not tax planning)
practice; or (D) the director or an immediate family member
was within the last three years (but is no longer) a partner or
employee of such a firm and personally worked on the
Companys audit within that time; |
|
|
4. the director or an immediate family member of the
director is, or has been within the last three years, employed
as an executive officer of another company where any of the
Companys present executive officers at the same time
serves or served on that companys compensation committee; |
|
|
5. the director is a current employee, or an immediate
family member of the director is a current executive officer, of
another company (other than a tax exempt organization) that has
made payments to, or received payments from, the Company for
property or services in an amount which, in any of the last
three fiscal years, exceeds the greater of $1 million or 2%
of such other companys consolidated gross revenues;
provided, however, that in applying this test, both the
payments and the consolidated gross revenues to be measured
shall be those reported in the last completed fiscal year; and
provided, further, that this test applies solely to the
financial relationship between the Company and the
directors (or immediate family members) current
employer the Company need not consider former
employment of the director or immediate family member. |
|
|
6. the director, or an immediate family member of the
director, was an executive officer of another company that was
indebted to the Company, or to which the Company was indebted,
and the total amount of either companys indebtedness to
the other in any of the last three fiscal years was greater than
2% of the total consolidated assets of the company for which the
director, or an immediate family member of the director, served
as an executive officer; or |
|
|
7. if a director, or an immediate family member of the
director, served as an officer, director or trustee of a tax
exempt organization, and the Companys discretionary
charitable contributions to the organization in any of the last
three fiscal years was greater than 2% of that
organizations consolidated gross revenues. |
A-1
For purposes of the foregoing, an immediate family
member shall be deemed to include a persons spouse,
parents, children, siblings, mothers and
fathers-in-law, sons
and daughters-in-law,
brothers and
sisters-in-law, and
anyone (other than domestic employees) who shares such
persons home; provided, however, that when applying the
three-year look-back provisions of the foregoing
tests, the Company need not consider individuals who are no
longer immediate family members as a result of legal separation
or divorce, or those who have died or become incapacitated.
For relationships not covered by the categorical standards set
forth above, the determination of whether the relationship is
material or not, and therefore whether the director would be
independent or not, shall be made by the directors who satisfy
the categorical standards set forth above. The Company must
identify which directors are independent and disclose the basis
for that determination in the next proxy statement.
In addition, the Company shall disclose in its annual proxy
statement any contributions made by the Company to any tax
exempt organization in which any independent director serves as
executive officer if, within the preceding three years,
contributions in any single year from the Company exceeded the
greater of $1 million, or 2% of such charitable
organizations consolidated gross revenues.
A-2
ANNUAL MEETING OF SHAREHOLDERS OF
BANTA CORPORATION
April 25, 2006
COMMON
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided. â
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
ALL OF THE BOARDS DIRECTOR NOMINEES AND FOR
PROPOSAL 2.
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:
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NOMINEES: |
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FOR ALL NOMINEES
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Jameson A. Baxter
John F. Bergstrom |
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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Henry T. DeNero
David T. Gibbons
Janel S. Haugarth |
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FOR ALL EXCEPT
(See instructions below)
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Pamela J. Moret
Paul C. Reyelts |
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Ray C. Richelsen |
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Stephanie A. Streeter |
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Michael J. Winkler |
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INSTRUCTION:
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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:l |
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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.
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FOR |
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AGAINST |
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ABSTAIN |
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2.
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Ratification of the appointment of Ernst & Young LLP as the
independent auditors for the Corporation.
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3. |
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In its discretion, upon all such other business as may properly
come before the meeting. |
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TO INCLUDE ANY COMMENTS, USE THE COMMENTS BOX ON THE REVERSE SIDE OF
THIS CARD. |
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Signature of
Shareholder |
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Date: |
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Signature of Shareholder |
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Date: |
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Note: |
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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.
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BANTA CORPORATION
COMMON
Proxy for Annual Meeting of Shareholders to be held April 25, 2006
The undersigned constitutes and appoints STEPHANIE A. STREETER and RONALD D. KNEEZEL, or each
of them, the true and lawful proxies of the undersigned, with full power of substitution, to
represent and to vote as designated on the reverse side, all shares of Banta Corporation which the
undersigned is entitled to vote at the annual meeting of shareholders of such corporation to be
held at the Bridgewood Resort Hotel & Conference Center, 1000 Cameron Way, Neenah, Wisconsin, on
April 25, 2006, at 2:00 P.M., Central Time, and at all adjournments or postponements thereof.
The shares represented by this proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder, but, if no direction is indicated, this proxy will
be voted FOR all indicated nominees as directors (Item 1), and FOR the ratification of the
appointment of Ernst & Young LLP as independent auditors for the Corporation (Item 2).
The undersigned hereby revokes any other proxy heretofore executed by the undersigned for the
meeting and acknowledges receipt of the notice of the annual meeting and the proxy statement. This
proxy is solicited on behalf of the Board of Directors of Banta Corporation.
(Continued and to be signed on the reverse side)
14475
ANNUAL
MEETING OF SHAREHOLDERS OF
BANTA
CORPORATION
APRIL
25, 2006
INCENTIVE SAVINGS PLAN AND HOURLY 401(k) PLAN
Please date, sign and mail
your voting direction in the
envelope provided as soon
as possible.
↓
Please detach along perforated line and mail in the envelope
provided. ↓
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE
BOARDS DIRECTOR NOMINEES AND FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
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FOR
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AGAINST
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ABSTAIN |
1. |
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Election of Directors: |
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2. |
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Ratification of the appointment of Ernst & Young
LLP as the independent auditors for the Corporation.
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NOMINEES: |
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FOR ALL NOMINEES
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Jameson A. Baxter |
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3. |
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In its discretion, upon
all such other business as may properly come before the meeting.
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John F. Bergstrom |
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¡ |
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Henry T. DeNero |
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WITHHOLD AUTHORITY |
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David T. Gibbons |
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FOR ALL NOMINEES |
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Janel S. Haugarth |
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Pamela J. Moret |
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o
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FOR ALL EXCEPT |
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Paul C. Reyelts |
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(See instructions below) |
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Ray C. Richelsen |
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Stephanie A. Streeter |
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¡ |
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Michael J. Winkler |
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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: = |
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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. |
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Signature of
Shareholder |
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Date: |
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Signature of Shareholder |
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Date: |
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NOTE: |
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Please sign exactly as your name or names appear on this
voting direction. 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. |
INCENTIVE SAVINGS PLAN AND HOURLY 401(k) PLAN
BANTA CORPORATION
Voting Direction for Annual Meeting of Shareholders to be held April 25, 2006
The annual meeting of shareholders of Banta Corporation is scheduled to be held at the Bridgewood
Resort Hotel & Conference Center, 1000 Cameron Way, Neenah, Wisconsin, on April 25, 2006, at 2:00 P.M.,
Central Time. As a participant in the Banta Corporation Incentive Savings Plan and/or the Banta Hourly
401(k) Plan, you have the right to direct Fidelity Management Trust Company regarding how to vote the
shares of Banta Corporation credited to your account at the 2006 annual meeting and at all adjournments or
postponements thereof. The shares credited to your account will be voted as directed. If no direction is
made, if this card is not signed, or if this card is not received for tabulation by April 20, 2006, then the
shares
credited to your account will not be voted.
The undersigned hereby revokes any other voting direction heretofore executed by the undersigned
for the meeting with respect to plan shares credited to his or her account. The undersigned further
acknowledges receipt of notice of the annual meeting and the proxy statement. This voting direction is
solicited on behalf of the Board of Directors of Banta Corporation.
(Continued and to be signed on the reverse side)