[LOGO]
Minerals Technologies Inc.
The Chrysler Building
405 Lexington Avenue
New York, NY 10174-1901
------------------------------------------
Jean-Paul Valles, Ph.D.
Chairman of the Board
Chief Executive Officer
April 4, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Minerals Technologies Inc., which will be held on Thursday, May
25, 2000, at 2:00 p.m., in the Chase Headquarters Building, 11th floor, Room C,
270 Park Avenue (between 47th and 48th Streets), New York, New York 10017.
At this year's meeting, you will be asked to consider and to vote upon the
election of three directors. Your Board of Directors unanimously recommends that
you vote FOR the nominees.
You will also be asked to ratify the appointment of KPMG LLP as our
independent auditors for the 2000 fiscal year. The Board continues to be pleased
with the services KPMG LLP has rendered to Minerals Technologies, and
unanimously recommends that you vote FOR this proposal.
The two items upon which you will be asked to vote are discussed more
fully in the Proxy Statement. I urge you to read the Proxy Statement completely
and carefully so that you can vote your interests on an informed basis.
Your vote is important! Whether or not you plan to attend the meeting, and
regardless of the number of shares you own, your representation and vote are
very important and you should vote your shares. Therefore, I urge you to
complete, sign, date and return the enclosed proxy card promptly in the
accompanying postage prepaid envelope. All shareholders of record, and many
street name holders, may also vote by Internet, or by touchtone telephone from
the United States and Canada, using the instructions on the proxy card. If you
return a signed proxy without marking it, it will be voted in accordance with
management's recommendations. You may, of course, attend the Annual Meeting and
vote in person, even if you have previously submitted a proxy.
Sincerely,
/s/ Jean-Paul Valles
-------------------------------
Jean-Paul Valles
Chairman of the Board and
Chief Executive Officer
This Proxy Statement is printed on paper containing precipitated calcium
carbonate (PCC) produced by Minerals Technologies Inc.
MINERALS TECHNOLOGIES INC.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1901
Notice of the Annual Meeting of Stockholders
May 25, 2000
The Annual Meeting of Stockholders of Minerals Technologies Inc., a
Delaware corporation, will be held on Thursday, May 25, 2000, at 2:00 p.m., in
the Chase Headquarters Building, 11th Floor, Room C, 270 Park Avenue (between
47th and 48th Streets), New York, New York 10017, to consider and take action on
the following items:
(1) the election of three directors;
(2) a proposal to ratify the appointment of KPMG LLP as independent
auditors of Minerals Technologies for the 2000 fiscal year; and
(3) any other business that properly comes before the meeting, either at
the scheduled time or after any adjournment.
Stockholders of record as of the close of business on March 27, 2000, are
entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
/s/ S. Garrett Gray
-------------------------------------
S. Garrett Gray
Secretary
New York, New York
April 4, 2000
IMPORTANT
Whether or not you plan to attend in person, please vote by completing and
mailing the enclosed proxy. We ask you to mark your choices, sign, date and
return the proxy as soon as possible in the enclosed postage prepaid envelope.
Alternatively, all shareholders of record, and many street name holders, can
vote by Internet, or by touchtone telephone from the United States and Canada,
using the instructions on the proxy card. If you return a signed proxy without
marking it, it will be voted in accordance with management's recommendations. By
promptly submitting a proxy, you will aid us in reducing the expense of
additional proxy solicitation.
MINERALS TECHNOLOGIES INC.
The Chrysler Building
405 Lexington Avenue
New York, New York 10174-1901
April 4, 2000
PROXY STATEMENT
Minerals Technologies Inc. is sending this Proxy Statement and form of
proxy to its stockholders on or about April 4, 2000 in connection with its
Annual Meeting of Stockholders. The Annual Meeting will be held on Thursday, May
25, 2000, at 2:00 p.m., in the Chase Headquarters Building, 11th Floor, Room C,
270 Park Avenue (between 47th and 48th Streets), New York, New York 10017. The
Board of Directors asks you to submit a proxy for your shares so that even if
you do not attend the meeting, your shares will be counted as present at the
meeting and voted as you direct.
At the Annual Meeting, stockholders will vote on two questions: the
election of directors, and ratification of the appointment of auditors. The
Board unanimously recommends that you vote for each of the nominees for
director, Kristina M. Johnson, Paul M. Meister and Michael F. Pasquale, and for
ratification of the appointment of KPMG LLP to continue as our auditors.
Holders of record of common stock of Minerals Technologies at the close of
business on the Record Date, March 27, 2000, are entitled to vote at the
meeting. As of February 1, 2000, FMR Corp. owned 10.5%, Pioneer Investment
Management, Inc. owned 10.3%, Transamerica Corporation owned 9.9%, and
Wellington Management Company, LLP owned 7.8% of our common stock. No other
person owned of record, or, to our knowledge, owned beneficially, more than 5%
of our common stock.
If you submit a proxy, you can revoke it at any time before it is voted by
submitting a written revocation or a new proxy, or by voting in person at the
Annual Meeting.
ITEM 1 -- ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. One class is elected
each year for a three-year term. This year the Board has nominated Paul M.
Meister and Michael F. Pasquale, who are now directors of Minerals Technologies,
and Kristina M. Johnson, to serve for a three-year term expiring at the Annual
Meeting of Stockholders to be held in 2003.
The Board expects that the nominees will be available for election. If one
or more nominees become unavailable, your proxy would be voted for a nominee or
nominees who would be designated by the Board, unless the Board reduces the
number of directors.
The Board of Directors unanimously recommends a vote FOR election of each
of Kristina M. Johnson, Paul M. Meister and Michael F. Pasquale as a Director.
Name and Age as of the Position, Principal Occupation,
May 25, 2000 Meeting Date Business Experience and Directorships
- ------------------------- -------------------------------------
NOMINEES FOR DIRECTOR FOR TERMS EXPIRING IN 2003
Kristina M. Johnson . . . 42 Dean of the Edmund T. Pratt, Jr. School of
Engineering at Duke University since 1999.
Chairman since 1995, and a co-founder, of
[PHOTO] ColorLink Inc., a manufacturer of
components for color projection devices.
Ms. Johnson was Professor of Electrical
Engineering at the University of Colorado
from 1985 to 1997. Candidate for election
to the Board.
Paul M. Meister . . . . . . 47 Vice Chairman of the Board since 1998 of
Fisher Scientific International Inc., a
provider of scientific products and
[PHOTO] services. From prior to 1994 to 1998, Mr.
Meister was Senior Vice President and
Chief Financial Officer of Fisher. Senior
Vice President of Abex, Inc., a provider
of aerospace products and services, from
1992 to 1995. Member of the boards of
directors of The General Chemical Group,
Inc., and M & F Worldwide Corp. Director
of Minerals Technologies Inc. since 1997,
and a member of the Compensation and
Nominating Committee.
Michael F. Pasquale . . . 53 Executive Vice President and Chief
Operating Officer, Hershey Foods
Corporation, since February 2000. Prior to
[PHOTO] holding this position, Mr. Pasquale was
Senior Vice President, Confectionery and
Grocery of Hershey from 1999 to February
2000, President of Hershey Chocolate North
America from 1995 to 1998, President of
Hershey Chocolate USA from 1994 to 1995,
and Senior Vice President and Chief
Financial Officer of Hershey Foods
Corporation from 1988 to 1994. Member of
the boards of directors of Hershey Foods
Corporation and the National Confectioners
Association and the board of trustees of
the American Management Association.
Member of the President's Advisory Council
of the Grocery Manufacturers of America.
Director of Minerals Technologies Inc.
since 1992, and chair of the Audit
Committee.
2
Name and Age as of the Position, Principal Occupation,
May 25, 2000 Meeting Date Business Experience and Directorships
- ------------------------- -------------------------------------
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Steven J. Golub . . . . . . 54 Managing Director since 1986, and Chief
Financial Officer since 1997, in the
[PHOTO] investment banking firm of Lazard Freres &
Co. LLC. Director of Minerals Technologies
Inc. since 1993, and a member of the Audit
Committee.
William L. Lurie . . . . . . 69 Chairman of the Board of Eagle
Geophysical, Inc., an international
oilfield service company engaged in the
[PHOTO] acquisition of seismic information, since
1997. Co-chairman and a director of the
Foundation for Prevention & Early
Resolution of Conflicts Inc. since 1994.
Executive Consultant to the Chairman of
The Business Roundtable from 1993 to 1994.
President of The Business Roundtable from
1984 to 1993. Member of the board of
directors of Intersystems, Inc. Director
of Minerals Technologies Inc. since 1993,
and a member of the Compensation and
Nominating Committee.
Jean-Paul Valles . . . . . . 63 Chairman of the Board and a director of
Minerals Technologies Inc. since 1989. He
was elected Chief Executive Officer in
[PHOTO] 1992. Dr. Valles is a member of the boards
of directors of Pfizer Inc, the National
Association of Manufacturers, Junior
Achievement of New York, Inc. and the New
York Chapter of the French-American
Chamber of Commerce in the U.S., Inc., and
a member of the Board of Overseers of the
Stern School of Business. He is also chair
of the Executive Committee.
3
Name and Age as of the Position, Principal Occupation,
May 25, 2000 Meeting Date Business Experience and Directorships
- ------------------------- -------------------------------------
DIRECTORS WHOSE TERMS EXPIRE IN 2001
John B. Curcio . . . . . . . 66 Retired Chairman of the Board and Chief
Executive Officer, Mack Trucks, Inc. Vice
Chairman and a director of Harvard
[PHOTO] Industries Inc., a manufacturer of
automotive accessories, from 1985 to 1993.
Member of the boards of directors of
Bethlehem Steel Corporation and Integrated
Component Systems, Inc., and director and
Vice Chairman of the Board of Dallas Mavis
Specialized Carrier Co. and of Jupiter
Logistics de Mexico, S.A. de C.V. Director
of Minerals Technologies Inc. since 1992;
chair of the Compensation and Nominating
Committee and a member of the Executive
Committee.
William C. Steere, Jr. . . 63 Chairman of the Board of Pfizer Inc, an
international health care company, since
1992 and a member of its board of
[PHOTO] directors since 1987. Chief Executive
Officer of Pfizer since 1991. Member of
the boards of directors of Dow Jones Inc.,
Texaco Inc. and Metropolitan Life
Insurance Company. Also a director of New
York University Medical Center, a trustee
of the New York Botanical Garden and a
member of the board of overseers of
Memorial Sloan-Kettering Cancer Center.
Member of the Business Roundtable and of
the Business Roundtable's Policy
Committee, and chair of its Corporate
Governance Task Force. Director of
Minerals Technologies Inc. since 1992, and
a member of the Executive Committee and
the Audit Committee.
4
BOARD OF DIRECTORS, COMMITTEES AND COMPENSATION
The Board of Directors met seven times in 1999. All of the directors
attended 75 percent or more of the meetings of the Board and committees on which
they served in 1999.
The Compensation and Nominating Committee
The Compensation and Nominating Committee consists of Mr. Curcio (Chair),
Mr. Lurie and Mr. Meister, who are not employees of Minerals Technologies. The
Compensation and Nominating Committee met four times in 1999.
The primary functions of the Compensation and Nominating Committee are:
o To participate in the development of our compensation policies;
o To establish, and from time to time vary, the salaries and other
compensation of our employee-directors and other elected officers;
o To review proposed changes in our compensation policy at all levels; and
o To bring forward the names of suitable candidates for election to the Board.
The Audit Committee
The Audit Committee consists of Mr. Pasquale (Chair), Mr. Golub and Mr.
Steere, who are not employees of Minerals Technologies. The Board of Directors
has determined that each of the members of the Audit Committee is independent
and financially literate in accordance with the rules of the New York Stock
Exchange. The Board of Directors has also determined that at least one member of
the Audit Committee has financial management expertise. The Audit Committee met
four times in 1999.
The Board of Directors has reviewed, assessed the adequacy of and approved
a formal written charter for the Audit Committee. The full text of the Charter
of the Audit Committee appears as an appendix to this Proxy Statement.
The primary duties of the Audit Committee are:
o To serve as an independent and objective party to monitor Minerals
Technologies' financial reporting processes, internal control system, and
legal compliance system;
o To review and appraise the audit efforts of our independent auditors and
internal auditing department; and
o To provide an open avenue of communication among the independent auditors,
financial and senior management, the internal auditing department and the
Board.
In addition to four regularly scheduled meetings annually, the Audit
Committee is available either as a group or individually to discuss any matters
that might affect the financial statements, internal controls or other financial
aspects of the operations of Minerals Technologies.
5
Director Compensation
Fees
Each of the directors, other than directors who are officers or employees
of Minerals Technologies, receives an annual retainer fee of $10,000 for serving
as a director, $1,000 for serving as a member of a committee of the Board, and
an additional $1,000 if serving as a committee chair. Non-employee directors
also receive a fee of $2,000 for each meeting of the Board they attend and $500
for each committee meeting they attend. Directors also receive compensation
under the plans described below.
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors
Under the Nonfunded Deferred Compensation and Unit Award Plan for
Non-Employee Directors, directors who are not employees of Minerals Technologies
have the right to defer their fees. At each director's election, his or her
deferred fees will be credited to his or her account either as dollars or as
units which have the economic value of one share of Minerals Technologies stock.
Dollar balances in a director's account bear interest at a rate of return equal
to the rate of return for the Fixed Income Fund in the Minerals Technologies
Inc. Savings and Investment Plan. If a director elects to have his or her
deferred fees credited to his or her account as units, the number of units
credited is calculated by dividing the amount of the deferred fees by the
closing price of our common stock as of the last business day prior to the date
on which the fees would otherwise be paid.
Each non-employee director is credited with 400 units upon first joining
the Board and with an additional 400 units each year as of the date of the
Annual Meeting of Stockholders, plus 50 units each year for serving as a member
of a committee of the Board and an additional 15 units for serving as chair of a
committee. In addition, each member receives 15 units for attending any
committee meeting and an additional 10 units for serving as chair of a committee
meeting.
The units in a director's account are increased by the value of any
dividends on our common stock. In the case of cash dividends, the units are
increased by a number calculated by multiplying the cash dividend per share
times the number of units in the director's account on the related dividend
record date and dividing the result by the closing market price of the common
stock on the dividend payment date. In the case of stock dividends, the units
would be increased by a number calculated by multiplying the stock dividend per
share times the number of units in the director's account on the related
dividend record date.
At the time of the director's termination of service on the Board, the
amount held in his or her account is payable in cash only. Based on the
director's prior choice to accumulate dollars or units as described above, the
director receives either (i) the amount of his or her deferred fees plus accrued
interest, or (ii) an amount determined by multiplying the number of units in his
or her account by the closing market price of the common stock on the last
business day prior to the date of payment. Payments are made in a lump sum or in
installments, at the election of the director.
Stock and Incentive Plan
Directors are eligible under the Minerals Technologies Stock and Incentive
Plan to receive options to purchase common stock, at the same time and on the
same basis as options are granted to Minerals Technologies' U.S.-based employees
"across-the-board."
6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Steere, a director of Minerals Technologies, is Chairman of the
Board and Chief Executive Officer of Pfizer Inc. Dr. Valles, Chairman of
the Board and Chief Executive Officer of Minerals Technologies, is a member
of the Board of Directors of Pfizer Inc. During 1999, Pfizer Inc. made a
series of purchases of calcium carbonate and granular lime from Minerals
Technologies totaling approximately $121,000. These transactions were
entered into by Minerals Technologies pursuant to arm's-length negotiations
in the ordinary course of business and on terms that we believe to be fair.
Mr. Golub, a director of Minerals Technologies, is Managing Director and
Chief Financial Officer of Lazard Freres & Co. LLC. Minerals Technologies has
engaged Lazard Freres to provide investment banking services from time to time
with respect to a variety of financial matters. In addition, Lazard Freres acts
as our broker in connection with our ongoing program of repurchases of a portion
of our outstanding common stock. To obtain this business, Lazard Freres, in an
arm's-length transaction, agreed to meet a competitive bid structured as a fixed
commission on each share repurchased.
7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AS OF FEBRUARY 1, 2000
Amount and
Nature of
Title of Name and Address of Beneficial Percent Number of
Class Beneficial Owner(a) Ownership(b) of Class Units Owned(c)
----- ------------------- ------------ -------- --------------
Common FMR Corp. 2,193,800 (d) 10.5% --
82 Devonshire Street
Boston, MA 02109
Pioneer Investment Management, Inc. 2,145,047 (e) 10.3% --
60 State Street
Boston, MA 02109
Transamerica Corporation 2,060,900 (f) 9.9% --
600 Montgomery Street
San Francisco, CA 94111
Wellington Management Company, LLP 1,621,500 (g) 7.8% --
75 State Street
Boston, MA 02109
J.-P. Valles 618,468 (h) 2.9% 32,786
P. R. Saueracker 108,452 (i) * 1,874
A. Dulski 73,236 (j) * 932
N. M. Bardach 23,718 (k) * 401
S. G. Gray 80,154 (l) * 693
J. B. Curcio 1,900 * 2,437
S. J. Golub 3,100 * 4,993
K. M. Johnson (m) -- * --
W. L. Lurie 1,100 * 6,488
P. M. Meister 1,000 * 3,727
M. F. Pasquale 1,800 * 2,181
W. C. Steere, Jr. 1,400 * 6,733
8
(a) The address of each director, officer and nominee is c/o Minerals
Technologies Inc., The Chrysler Building, 405 Lexington Avenue, New York,
NY 10174-1901.
(b) Sole voting and investment power, except as otherwise indicated.
(c) "Units," which entitle the officer or director to a cash benefit equal to
the number of units in his or her account multiplied by the closing price
of our common stock on the business day prior to the date of payment, have
been credited to Messrs. Valles, Saueracker, Dulski, Bardach and Gray
under the Nonfunded Deferred Compensation and Supplemental Savings Plan,
and to Messrs. Curcio, Golub, Lurie, Meister, Pasquale and Steere under
the Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee
Directors (see "Board of Directors, Committees and Compensation--Director
Compensation" above).
(d) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on behalf of FMR Corp., Edward C. Johnson 3d, Abigail
P. Johnson, Fidelity Management & Research Company and Fidelity Growth
Company Fund dated February 14, 2000 with respect to beneficial ownership
interests as of December 31, 1999. According to the Schedule 13G: Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp., is
the beneficial owner of 2,039,500 of these shares (9.8% of the total
outstanding) as a result of acting as investment advisor to several
investment company funds; Fidelity Growth Company Fund, one such
investment company fund, is the beneficial owner of 2,038,800 of these
shares (9.8%); members of the Edward C. Johnson family and trusts for
their benefit form a controlling group with respect to FMR Corp.; Edward
C. Johnson 3d, FMR Corp. and the investment company funds referred to
above each has sole power to dispose of the 2,039,500 shares owned by such
investment company funds; neither FMR Corp. nor Edward C. Johnson 3d has
the sole power to vote or direct the voting of the shares owned by the
investment company funds, which power resides with the funds' Boards of
Trustees and which is carried out by Fidelity Management & Research
Company under written guidelines established by such Boards of Trustees;
Fidelity Management Trust Company, a wholly-owned subsidiary of FMR Corp.,
is the beneficial owner of 154,300 of these shares (0.7%) as a result of
its serving as investment manager of certain institutional accounts; and
each of Edward C. Johnson 3d and FMR Corp., through its control of
Fidelity Management Trust Company, has sole voting and dispositive power
over the 154,300 shares beneficially owned by Fidelity Management Trust
Company. The address of all of the foregoing entities and individuals is
82 Devonshire Street, Boston, Massachusetts 02109.
(e) Based on an amended statement on Schedule 13G dated January 3, 2000 filed
with the Securities and Exchange Commission on behalf of Pioneer
Investment Management, Inc., also known as Pioneering Management
Corporation, a registered investment adviser, with respect to beneficial
ownership interests as of December 31, 1999.
(f) Based on a written communication from Transamerica Corporation to Minerals
Technologies, dated March 13, 2000, with respect to beneficial ownership
interests as of December 31, 1999. The address of Transamerica Corporation
is 600 Montgomery Street, San Francisco, CA 94111.
(g) Based on an amended statement on Schedule 13G dated February 9, 2000 and
filed with the Securities and Exchange Commission on behalf of Wellington
Management Company, LLP, a registered investment adviser, with respect to
beneficial ownership interests as of December 31, 1999.
9
(h) 75,757 of these shares are held by Dr. Valles and his wife as joint
tenants, and Dr. Valles has shared investment and voting power with
respect to those shares. 527,857 of these shares are subject to options
which are currently exercisable.
(i) 102,193 of these shares are subject to options which are currently
exercisable.
(j) 69,937 of these shares are subject to options which are currently
exercisable.
(k) 23,548 of these shares are subject to options which are currently
exercisable.
(l) 210 of these shares are held in the name of family members, and Mr. Gray
disclaims any beneficial interest in those shares. 72,987 of these shares
are subject to options which are currently exercisable.
(m) Ms. Johnson is a candidate for election to the Board.
* Less than 1%.
As a group, our directors, nominees for director and officers (fifteen
individuals) own 1,018,685 shares of common stock (including 889,113 shares
subject to options which are currently exercisable), representing approximately
4.7% of the common stock, and 65,536 units.
ITEM 2--APPROVAL OF AUDITORS
The Board has appointed KPMG LLP to serve as our independent auditors for
the current fiscal year, subject to the approval of the stockholders. KPMG LLP
and its predecessors have audited the financial records of the businesses that
compose Minerals Technologies for many years. We consider the firm well
qualified.
We expect that representatives of KPMG LLP will be present at the Annual
Meeting of Stockholders. These representatives will have the opportunity to make
a statement if they wish to do so, and will be available to respond to
appropriate questions.
The Board of Directors unanimously recommends a vote FOR ratification of
the appointment of KPMG LLP as our independent auditors for the 2000 fiscal
year.
10
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
This table shows the cash and other compensation paid or accrued for
services to Minerals Technologies and its subsidiaries by the Chairman and Chief
Executive Officer and the four other most highly compensated executive officers
(the "named executive officers"), for the three fiscal years ended December 31,
1999.
Long-Term All Other
Annual Compensation Compensation Compensation($)(a)
------------------- ------------ ------------------
Name and Principal Position
- ---------------------------- Securities
Underlying
Options
Year Salary($) Bonus($) (number of shares)
---- --------- -------- ------------------
Jean-Paul Valles 1999 857,492 450,007 302,962 46,272
Chairman and Chief Executive 1998 790,700 299,306 0 44,373
Officer 1997 738,207 320,221 0 39,002
0
Paul R. Saueracker 1999 272,376 130,139 70,899 14,546
Senior Vice President 1998 241,146 91,282 0 13,155
President, Specialty Minerals Inc. 1997 220,667 88,358 0 11,659
Anton Dulski 1999 259,500 136,296 70,862 13,978
Senior Vice President 1998 233,352 89,841 0 13,139
President, MINTEQ International Inc. 1997 204,960 95,970 0 10,598
Neil M. Bardach (b) 1999 246,721 173,647 55,642 13,313
Vice President - Finance and Chief 1998 86,539 86,094 10,000 0
Chief Financial Officer
S. Garrett Gray 1999 227,279 113,863 50,787 12,265
Vice President, General Counsel 1998 209,576 79,332 0 11,795
and Secretary 1997 197,445 85,676 0 10,408
(a) All amounts shown in this column as part of 1999 compensation represent
Minerals Technologies' contributions to the Minerals Technologies Inc.
Savings and Investment Plan and the Minerals Technologies Inc. Non-Funded
Deferred Compensation and Supplemental Savings Plan on behalf of the named
executive officer.
(b) Mr. Bardach joined Minerals Technologies as Vice President-Finance and
Chief Financial Officer in August 1998. At that time we agreed to pay Mr.
Bardach a joining bonus, half to be paid in 1998, and half to be paid in
1999 if certain conditions were met. These amounts are included in the
table above in the column headed "Bonus."
11
Option Grants in Last Fiscal Year
This table provides information on options granted to the named executive
officers on January 28, 1999 as part of a grant of 1,321,235 options to all U.S.
employees (and certain key foreign employees) of Minerals Technologies and its
subsidiaries.
The last three columns of the table show the potential realizable value of
the options in each of three hypothetical cases. The first case assumes no
increase in the price of the underlying Minerals Technologies stock over the
ten-year term of the options. The second case assumes that the price of the
stock increases at a rate of five per cent per year over the term of the
options, which would result in a price of approximately $64.39 per share in 2009
and an increase in aggregate shareholder value of approximately $519 million.
The third case assumes that the price of the stock increases at a rate of ten
per cent per year over the term of the options, which would result in a price of
approximately $102.53 per share in 2009 and an increase in aggregate shareholder
value of approximately $1,314 million. The actual market value of the stock at
any future date may or may not correspond to any of these hypothetical cases.
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- ------------------------------------------------------------------------------------- ----------------------------------
Number of % of
Securities Total
Underlying Options/SARs
Options/SARs Granted to Exercise
Granted Employees in or Base
(number of Fiscal Price Expiration
shares)(a) Year ($/share) Date 0% 5%($) 10%($)
------------ ------------- ------------ -------------- ----- -------- ----------
J.-P. Valles 302,962 22.9% 39.531 January 28, 2009 0 7,531,935 19,087,403
P. R. Saueracker 70,899 5.4% 39.531 January 28, 2009 0 1,762,619 4,466,824
A. Dulski 70,862 5.4% 39.531 January 28, 2009 0 1,761,700 4,464,492
N. M. Bardach 55,642 4.2% 39.531 January 28, 2009 0 1,383,315 3,505,592
S. G. Gray 50,787 3.8% 39.531 January 28, 2009 0 1,262,615 3,199,715
(a) One-third of the total number of options granted vests on each of the
first, second and third anniversaries of the grant date.
12
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
This table shows the value realized by Mr. Saueracker upon exercise of
options during 1999, measured using the price of our common stock on the date of
exercise, and the value of the options held by each named executive officer at
year-end, measured using the average of the high and low trading prices
($39.84375) of our common stock on December 31, 1999.
Shares Acquired Value of Unexercised
on Exercise Value Number of Unexercised In-the-Money options
(number of Realized Options at Fiscal Year-end at Fiscal Year-end
shares) ($) (number of shares) ($)
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
J.-P. Valles -- -- 426,869 302,962 5,856,503 94,676
P. R. Saueracker 1,500 31,125 78,559 70,899 944,778 22,156
A. Dulski -- -- 46,315 70,862 512,006 22,144
N. M. Bardach -- -- 5,000 60,642 0 17,388
S. G. Gray -- -- 56,057 50,787 763,495 15,871
13
REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE
ON EXECUTIVE COMPENSATION
The following report of the Compensation and Nominating Committee of the
Board sets forth the Committee's policies applicable to the executive officers
of Minerals Technologies.
This report is provided by the Compensation and Nominating Committee
of the Board of Directors. The members of the Compensation and Nominating
Committee, whose names follow this report, are independent outside
directors who are not employees of Minerals Technologies, and none serves
as a member of the compensation committee of any company that has an
executive officer who also serves as a director of Minerals Technologies.
In 1999, the Compensation and Nominating Committee adhered to its
policy that compensation programs should reward the achievement of the
short-term and long-term goals and objectives of Minerals Technologies,
and that compensation should be related to the value created for its
stockholders. The Committee sets high performance targets and rewards
their achievement with compensation that is above the average, but within
the range of, compensation of similarly placed executives in manufacturing
firms of comparable size. Consistent with this policy, each elected
corporate officer's annual compensation is determined by applying to the
previous year's compensation an annual increase, and an incentive payment,
determined as stated below in this report.
Base Pay
Each employee of Minerals Technologies receives an annual
performance rating, which may range from "consistently below expectations"
to "consistently exceeds expectations," with several possible intermediate
ratings. The performance rating of the Chairman and Chief Executive
Officer is assigned by the Compensation and Nominating Committee and
approved by the Board. The performance ratings of the other elected
corporate officers, including those named in the Summary Compensation
Table appearing in this proxy statement (the "principal executives"), are
assigned by the Chairman and Chief Executive Officer and reviewed by the
Compensation and Nominating Committee.
Based on Minerals Technologies' performance, general business
outlook and industry compensation trends, management each year sets a
guideline corporate-wide average percentage compensation increase for all
employees for the coming year. The percentage increase received by a
particular employee is determined on the basis of the employee's
performance rating and current compensation level within the range
established for the employee's position and may range from no increase, if
the performance rating is "consistently below expectations," to up to
twice the corporate-wide average increase referred to above, if the
performance rating is "consistently exceeds expectations." This procedure
was followed to determine the annual increase for 1999 received by all
employees, including Dr. J.-P. Valles, the Chairman and Chief Executive
Officer, and each of the other principal executives. Dr. Valles received a
base pay increase of 7.00%, reflecting the Committee's and the Board's
belief that his performance during 1999 consistently exceeded
expectations.
14
Incentive Payment
Subsequent to the above adjustment, 25% of each elected corporate
officer's salary for the coming year is withheld as part of Minerals
Technologies' incentive payment program. Depending upon the extent to
which the company's performance during the year meets targets established
by the Board, as little as 40% of the amount withheld from his salary or
as much as 200% will be returned to each elected corporate officer. These
payments, which are made in the following year, are shown as the Bonus for
each principal executive in the year to which they are attributable in the
Summary Compensation Table included in this proxy statement.
This incentive program is intended to more closely link the
principal executives' pay to the growth of the company and the value
created for stockholders in the preceding year, as measured by four
factors: sales growth as compared to target; net income growth as compared
to target; return on equity as compared to target; and percentage growth
in Minerals Technologies common stock value as compared to percentage
growth in the S & P Midcap Basic Materials Index. At the beginning of each
year, the Board establishes a target for each of these factors and sets up
a scoring system to measure at year-end the extent to which each target is
met. At year-end, a formula is applied to the weighted average of the
scores achieved and each principal executive's performance rating to
determine the level of the incentive payment to be received by the
principal executive. The Compensation and Nominating Committee then
considers whether there are other factors that should also be taken into
consideration in establishing the overall level of compensation of each
principal executive. They will, for example, take into consideration
actions that have been taken by management to benefit shareholders in the
longer term that may have negative impact on the factors listed above.
During 1999, Minerals Technologies exceeded all of the targets
except for the sales growth target. This resulted in positive adjustments
to the incentive payments. The formula produced a payment of $450,007 for
Dr. Valles, and the Compensation and Nominating Committee agreed that he
should receive that amount as his 1999 incentive payment, to be paid in
2000.
Stock Options
The Compensation and Nominating Committee intends to grant an option
to purchase Minerals Technologies common stock to the principal executives
on a regular basis. In addition, special grants may be made to reflect
extraordinary achievements or in connection with important promotions.
The grants that were made to the principal executives in January
1999, three years following the last such grant in 1996, were made
pursuant to the recommendation of an independent consultant in the field
of executive compensation. The Committee had engaged the consultant to
assist it in reviewing practices for the granting of stock options to key
employees in industry generally, and establishing guidelines for future
grants based on those practices. Under these guidelines, each of the
principal executives was granted an option to purchase a number of shares
which when multiplied by the option price equals a given multiple of the
executive's total compensation. The guidelines establish multiples which
are intended to ensure that the total compensation package offered,
including both short- and long-term incentive payments, is competitive
with the firms with which Minerals Technologies competes for executive
employees.
In addition to making grants to key executives, Minerals
Technologies believes that, where practical and economical, all employees
should have the opportunity to participate in the future
15
growth of the firm through equity participation. The Committee has
therefore established a practice of making grants to all U. S.-based
employees, also on a regular basis, and did so in January 1999.
Discretionary Authority of the Committee
The Compensation and Nominating Committee believes that the
application of the procedures described above will generally result in
fair and adequate compensation to each principal executive. However, the
Compensation and Nominating Committee also believes that no arbitrary
formula is an adequate substitute for individual judgments in all cases,
particularly in determining the value of a principal executive's
contribution to the success of the company. Therefore, the Compensation
and Nominating Committee may from time to time use its discretion in
deviating from the above procedures (including, possibly, modifying the
factors discussed above or varying their weighting) to set compensation
levels for the principal executives and others that best serve the
interests of the company and its stockholders.
Internal Revenue Code Section 162(m)
Internal Revenue Code Section 162(m) and regulations thereunder,
which limit the deductibility of certain executive compensation in excess
of $1,000,000, did not result in any disallowance of a deduction for
compensation payments made by Minerals Technologies for the 1999 fiscal
year. However, the Compensation and Nominating Committee has determined
that, in order to retain the discretion referred to in the previous
paragraph, it reserves the right to make compensation payments that in
part may not qualify for a tax deduction because of the limitations of
Internal Revenue Code Section 162(m).
John B. Curcio, Chair
William L. Lurie
Paul M. Meister
Compensation Committee Interlocks and Insider Participation
Throughout 1999 the Compensation and Nominating Committee was composed of
Mr. Curcio (Chair), Mr. Lurie and Mr. Meister. None of the members of the
Committee is or has ever been an officer or employee of Minerals Technologies or
any of its subsidiaries. During 1999 no executive officer of Minerals
Technologies served as a director or a member of the compensation committee of
another entity, any of whose executive officers served as a member of the
Compensation and Nominating Committee. In addition, no executive officer of
Minerals Technologies served as a member of the compensation committee of
another entity, any of whose executive officers served as a director of Minerals
Technologies.
16
Performance Graph
This line graph compares Minerals Technologies' cumulative total
stockholder return with the S&P 500 Index, as a performance indicator for the
overall stock market, and the S&P Midcap Basic Materials Index, a published
industry index.
The starting point for the comparison is a hypothetical investment of $100
in our common stock and in each of the indexes at the close of the last trading
day of 1994. The ending point is the close of the last trading day of 1999, at
which time the price of our common stock was $40.0625.
CUMULATIVE TOTAL SHAREHOLDER RETURN
Minerals Technologies Inc., S&P 500 Index, and S&P Midcap Basic Materials Index
[LINE GRAPH]
MINERALS TECHNOLOGIES INC. S & P 500 S & P MIDCAP BASIC MATERIALS
December December December December December December
1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------------
MTI 100.0 125.15 140.96 156.62 141.42 138.80
- -------------------------------------------------------------------------------------
S&P 500 100.0 137.58 169.17 225.61 290.09 351.13
- -------------------------------------------------------------------------------------
S&P Midcap 100.0 119.71 131.39 150.75 130.27 117.46
Basic Materials
- -------------------------------------------------------------------------------------
17
Employment, Termination and Change-in-Control Arrangements
Employment Agreements
In October 1997, Minerals Technologies entered into an employment
agreement with Dr. Valles for a term expiring October 17, 2001, and for an
annual base salary of not less than $738,972. In October 1998, Minerals
Technologies entered into employment agreements with the following individuals
for terms of three years and for not less than the annual base salaries
indicated: Mr. Saueracker, $241,146; Mr. Dulski, $233,352; and Mr. Gray,
$209,576. In October 1999, Minerals Technologies entered into an employment
agreement with Mr. Bardach for a term of two years and for an annual base salary
of not less than $247,500. Each of the named executive officers may also receive
salary increases and annual bonuses in amounts to be determined by the Board or
the Compensation and Nominating Committee. The agreements also entitle the named
executive officers to participate in employee benefit plans and other fringe
benefits that are generally available to our executive employees.
Under the agreements, each named executive officer has agreed to comply
with certain customary provisions, including covenants not to disclose our
confidential information at any time and not to compete with our business during
the term of the agreement and, subject to our continued payment of amounts under
the agreement, for two years thereafter. We may terminate the employment
agreements before the end of the specified term of employment for "cause" as
defined in the agreements.
Severance Agreements
Minerals Technologies has entered into severance agreements with certain
of its executive officers, including each of the named executive officers. The
agreements continue through December 31 of each year, and are automatically
extended in one-year increments unless we choose to terminate them. If a change
in control occurs, the severance agreements are effective for a period of four
years from the end of the then existing term. These agreements are intended to
provide for continuity of management in the event of a change in control of
Minerals Technologies.
If, following a change in control, the executive is terminated by Minerals
Technologies for any reason, other than for disability, death, retirement or for
cause (as defined in the agreements), or if the executive terminates his or her
employment for good reason (as defined in the agreements), then the executive is
entitled to a severance payment of 2.99 times the executive's base amount (as
defined in the agreements). The severance payment generally will be made in a
lump sum. For a period of up to two years following a termination that entitles
an executive to severance payments, Minerals Technologies will provide life,
disability, accident and health insurance coverage substantially similar to the
benefits provided before termination, except to the extent such coverages would
result in an excise tax being imposed under Section 4999 of the Internal Revenue
Code.
The agreements also provide that upon the occurrence of certain stated
events that constitute a "potential change in control" of Minerals Technologies,
the executive agrees not to voluntarily terminate his employment with Minerals
Technologies for a six-month period.
Under the severance agreements, a change in control includes any of the
following events unless approved by the Board: (i) we are required to report a
"change in control" in accordance with the Securities Exchange Act of 1934; (ii)
any person acquires 15% of our voting securities; (iii) a majority of our
directors are replaced during a two-year period; or (iv) our stockholders
approve a merger, liquidation or sale of assets.
18
Stock Option Plan
The Stock and Incentive Plan provides that all non-vested stock options
granted under the plan may, at the discretion of the Compensation and Nominating
Committee, be made immediately exercisable upon the employee's retirement or
upon a change in control of Minerals Technologies (as defined in the plan).
Retirement Plans
Each of the named executive officers is entitled to benefits under the
defined benefit pension plans which we maintain. The Retirement Annuity Plan is
a tax qualified pension plan which pays retirement benefits within the limits
prescribed by the Internal Revenue Code. The Nonfunded Supplemental Retirement
Plan is an unfunded, non-tax qualified pension plan which pays retirement
benefits in excess of such tax limits. Benefits under the Retirement Annuity
Plan and the Nonfunded Supplemental Retirement Plan are based upon an annuity
equal to the greater of (i) 1.4% of a participant's career earnings or (ii)
1.75% of a participant's career earnings less 1.5% of primary Social Security
benefits, multiplied by years of service up to 35 years. For purposes of this
formula, a participant's "career earnings" are based on the average earnings for
the five highest consecutive calendar years prior to January 1, 1999, and on
actual earnings for periods after December 31, 1998.
Under the Retirement Annuity Plan and the Nonfunded Supplemental
Retirement Plan, each of the named executive officers would be entitled to the
following annual benefits after retirement: Dr. Valles, $487,999; Mr.
Saueracker, $142,416; Mr. Dulski, $115,087; Mr. Bardach, $75,121; and Mr. Gray,
$93,785. This assumes that (i) payments will be made in the form of a 50% joint
and survivor annuity; (ii) employment will be continued until normal retirement
at age 65; and (iii) creditable compensation will continue at 1999 levels until
retirement.
Grantor Trust
In order to secure the benefits accrued under the Nonfunded Supplemental
Retirement Plan and the Nonfunded Deferred Compensation and Supplemental Savings
Plan (an unfunded, non-tax qualified plan which pays amounts in excess of the
limits which the Internal Revenue Code imposes on benefits under our Savings and
Investment Plan), Minerals Technologies has entered into an agreement
establishing a grantor trust within the meaning of the Internal Revenue Code.
Under the Grantor Trust Agreement, we are required to make certain contributions
of cash or other property to the trust upon the retirement of individuals who
are beneficiaries of those plans; upon the occurrence of certain events defined
as constituting a "Change of Control"; and in certain other circumstances.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of our records and of copies furnished to us of
reports under Section 16(a) of the Securities Exchange Act of 1934, or written
representations that no such reports were required, we believe that, during the
1999 fiscal year, our officers, directors and greater than 10% shareholders
complied with all applicable filing requirements.
19
PROCEDURAL MATTERS
Casting and Counting of Votes
Votes cast at the Annual Meeting (whether by proxy or in person) will be
counted by an independent inspector of election appointed by Minerals
Technologies. If a proxy form is returned properly signed but not marked, it
will be voted according to management's recommendations on all proposals.
The Board knows of no other business that will be presented at the Annual
Meeting. The proxy confers discretionary authority with respect to any other
matters which come before the Annual Meeting, and the individuals named in the
proxy will vote in accordance with their judgment on such matters if they arise.
Quorum
The by-laws of Minerals Technologies state that a quorum for all meetings
of stockholders consists of the holders of a majority of the shares of common
stock issued and outstanding and entitled to vote, present in person or by
proxy. The inspector of election will treat shares of common stock represented
by a properly signed and returned proxy as present at the Annual Meeting for
purposes of determining a quorum, whether the proxy is marked as casting a vote
or abstaining. On the Record Date there were 20,655,452 shares of common stock
issued and outstanding.
The inspector of election will also treat shares represented by "broker
non-votes" as present for purposes of determining a quorum. Broker non-votes are
shares held in record name by brokers or nominees, as to which the broker or
nominee (i) has not received instructions from the beneficial owner or person
entitled to vote, (ii) does not have discretionary voting power under applicable
New York Stock Exchange rules or the document under which it serves as broker or
nominee, and (iii) has indicated on the proxy card, or otherwise notified us,
that it does not have authority to vote the shares on the matter.
Vote Required for Approval: Election of Directors
The by-laws state that directors are to be elected by a plurality vote of
the shares of stock present and entitled to vote, in person or by proxy, at the
Annual Meeting. Abstentions and broker non-votes as to the election of directors
will not affect the outcome of the election of directors.
Vote Required for Approval: Other Questions
The by-laws state that except as otherwise provided by law or in the
Certificate of Incorporation or the by-laws, all questions other than the
election of directors are determined by a majority of the votes cast on the
question. All votes cast in favor of a given proposal, and all votes cast
against it, are added together for a total sum of votes on that proposal.
Abstentions and broker non-votes as to the proposal will not affect the outcome,
as they will not be included in calculating the number of votes necessary for
approval and will not count as votes cast for or against the question.
Cost of Soliciting Proxies
The cost of this solicitation is being borne by Minerals Technologies. In
addition to soliciting proxies through the mail using this Proxy Statement, we
may solicit proxies by telephone, facsimile, electronic mail and personal
contact. These solicitations will be made by our regular employees without
additional compensation. We have also engaged Morrow & Co., Inc. to assist in
this solicitation of proxies, and we have agreed to pay that firm $4,000 for its
assistance, plus expenses.
20
Stockholder Proposals
The Compensation and Nominating Committee will consider nominations of
candidates for director, and the Board of Directors will consider other items of
business, which are proposed by stockholders. The by-laws describe the
procedures which a stockholder must follow to nominate persons for election as
directors or to introduce an item of business at a meeting of stockholders.
These procedures provide that nominations for director and items of business to
be introduced at an annual meeting of stockholders must be submitted in writing
to the Secretary of Minerals Technologies at The Chrysler Building, 405
Lexington Avenue, New York, NY 10174-1901. If intended to be considered at an
annual meeting, the nomination or proposed item of business must be received not
less than 70 days nor more than 90 days in advance of the first anniversary of
the previous year's annual meeting. Therefore, for purposes of the 2000 annual
meeting, any nomination or proposal must have been received between February 27
and March 18, 2000. With respect to any other meeting of stockholders, the
nomination or item of business must be received not later than the close of
business on the tenth day following the date of our public announcement of the
date of the meeting.
The nomination or item of business must contain:
o The name and address of the stockholder giving notice, as they appear in our
books (and of the beneficial owner, if other than the stockholder, on whose
behalf the proposal is made);
o The class and number of shares of stock owned of record or beneficially by
the stockholder giving notice (and by the beneficial owner, if other than the
stockholder, on whose behalf the proposal is made);
o A representation that the stockholder is a holder of record of stock entitled
to vote at the meeting, and intends to appear at the meeting in person or by
proxy to make the proposal; and
o A representation whether the stockholder (or beneficial owner, if any)
intends, or is part of a group which intends, to deliver a proxy statement
and form of proxy to holders of at least the percentage of outstanding stock
required to elect the nominee or approve the proposal and/or otherwise
solicit proxies from stockholders in support of the nomination or proposal.
Any notice regarding the introduction of an item of business at a meeting of
stockholders must also include:
o A brief description of the business desired to be brought before the meeting;
o The reason for conducting the business at the meeting;
o Any material interest in the item of business of the stockholder giving
notice (and of the beneficial owner, if other than the stockholder, on whose
behalf the proposal is made); and
o If the business includes a proposal to amend the by-laws, the language of the
proposed amendment.
Any nomination of a candidate for director must also include:
o A signed consent of the nominee to serve as a director, if elected;
o The name, age, business address, residence address and principal occupation
or employment of the nominee;
o The number of shares of Minerals Technologies common stock beneficially owned
by the nominee; and
o Any additional information that would be required under the rules of the
Securities and Exchange Commission in a proxy statement soliciting proxies
for the election of that nominee as a director.
21
Under the rules of the Securities and Exchange Commission, if a
stockholder proposal intended to be presented at the 2001 Annual Meeting is to
be included in the proxy statement and form of proxy relating to that meeting,
we must receive the proposal at our principal executive office no later than
December 5, 2000.
By order of the Board of Directors
/s/ S. Garrett Gray
-----------------------------------
S. Garrett Gray
Secretary
22
APPENDIX
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF MINERALS TECHNOLOGIES INC.
I. PURPOSE
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial reports and other financial information provided by the Company to any
governmental body or the public; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the Company's policies, procedures, and practices at all levels.
The Audit Committee's primary duties are to:
1. Serve as an independent and objective party to monitor the Company's
financial reporting processes, internal control system, and legal
compliance system;
2. Review and appraise the audit efforts of the Company's independent
auditors and internal auditing department; and
3. Provide an open avenue of communication among the independent auditors,
financial and senior management, the internal auditing department, and
the Board.
To fulfill these duties, the Audit Committee shall have the powers enumerated in
Sections IV and V, below.
II. MEMBERSHIP
The Audit Committee shall be composed of three or more directors as
determined by the Board, each of whom shall be an independent director free from
any relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. For
purposes of determining whether or not a director is independent, the Board
shall, at a minimum, apply the standard set forth in Section 303.01(B)(3) of the
Listed Company Manual of the New York Stock Exchange. All members of the
Committee shall have a working familiarity with basic finance and accounting
practices, and at least one member of the Committee shall have accounting or
related financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
A-1
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its job to foster open communications, the
Committee should meet at least annually with management, the director of the
internal auditing department, and the independent auditors in separate executive
sessions to discuss any matters that the Committee or any of these groups
believe should be discussed privately. In addition, the Committee or at least
the Chair should meet with the independent auditors and management quarterly to
review the Company's quarterly financial statements, and the matters required to
be discussed by Statement of Auditing Standards ("SAS") No. 61, prior to their
filing or prior to the release of earnings reports.
IV. GENERAL POWERS
The general powers of the Audit Committee shall be:
1. Overseeing management's maintenance of the reliability and integrity of
the accounting policies and financial reporting and disclosure
practices of the Company;
2. Overseeing management's establishment and maintenance of processes to
assure that an adequate system of internal control is functioning
within the Company; and
3. Overseeing management's establishment and maintenance of processes to
assure compliance by the Company with all applicable laws, regulations,
and Company policy.
V. SPECIFIC POWERS
The specific powers of the Audit Committee shall be:
1. Holding such regular meetings as may be necessary and such special
meetings as may be called by its Chairman or at the request of the
public accounting firm serving as the Company's independent auditors or
of the Corporate Controller;
2. Creating an agenda for the ensuing year;
3. Reviewing the performance of the Company's independent auditors and
recommending annually to the Board of Directors for submission to the
stockholders of the Company a public accounting firm for appointment as
the Company's independent auditors; requesting from the independent
auditors annually, a formal written statement delineating all
relationships between the independent auditors and the Company
consistent with Independence Standards Board Standard Number 1;
discussing with the independent auditors any such disclosed
relationships and their impact on the independent auditors'
independence; recommending that the Board of Directors take appropriate
action in response to the outside auditors' report to satisfy itself of
the independent auditors' independence; and, subject to any action that
may be taken by the full Board, terminating the independent auditors
when and if such action shall, in the opinion of the Committee, be
appropriate;
4. Conferring with the independent auditors and the internal auditing
department concerning the scope of their examinations of the books and
records of the Company and its subsidiaries; reviewing and approving
the independent auditors' annual engagement letter; reviewing and
A-2
approving the Company's internal audit charter, annual audit plans and
budgets; directing the special attention of the auditors to specific
matters or areas deemed by the Committee or the auditors to be of
special significance; and authorizing the auditors to perform such
supplemental reviews or audits as the Committee may deem desirable;
5. Reviewing with management, the independent auditors, and the internal
auditing department significant risks and exposures, audit activities,
and significant audit findings;
6. Reviewing the range and cost of audit and non-audit services performed
by the independent auditors and approving in advance any non-audit
service projects anticipated to exceed $100,000 in cost;
7. Being available during the course of the audit or at other times,
either as a group or individually, to discuss any matters that might
affect the financial statements, internal controls or other financial
aspects of the operations of the Company or its subsidiaries;
8. Receiving copies of the annual comments from the independent auditors
on accounting procedures and systems of control, summarizing findings
at all Company locations, subsequent to the completion of the audit;
and reviewing with the independent auditors any questions, comments or
suggestions they may have relating to the internal controls, accounting
practices or procedures of the Company or its subsidiaries;
9. Reviewing with management and the independent auditors the Company's
audited financial statements and the independent auditors' opinion with
respect to such financial statements, and its quarterly financial
statements, including the nature and extent of any significant changes
in accounting principles or the application thereof and the matters
required to be discussed by SAS No. 61;
10.Making or causing to be made, from time to time, such other
examinations or reviews as the Committee may deem advisable with
respect to the adequacy of the systems of internal control and
accounting practices of the Company and its subsidiaries and with
respect to current accounting trends and developments, taking such
action with respect thereto as it shall deem appropriate;
11.Reviewing the results of audits from the independent auditors and the
internal auditors regarding internal controls and other matters
relating to the accounting procedures and the books and records of the
Company and its subsidiaries, ensuring programs are in place to
implement all accepted recommendations made by the independent auditors
and the internal auditors, and reviewing the correction of controls
deemed to be deficient;
12.Providing an independent, direct communication between the Board of
Directors, independent auditors, and the internal auditing department;
13.Reviewing the adequacy of internal controls and procedures related to
executive travel and entertainment;
14.Reviewing with appropriate Company personnel the actions taken to
ensure compliance with the Company's Summary of Policies on Business
Conduct and the results of confirmations and violations of those
Policies;
A-3
15.Reviewing the programs and policies of the Company designed to ensure
compliance with applicable laws and regulations, including, but not
limited to the Foreign Corrupt Practices Act, and monitoring the
results of these compliance efforts;
16.Reviewing the procedures established by the Company that monitor the
compliance by the Company with its loan and indenture covenants and
restrictions;
17.Reporting through its Chairman to the Board of Directors following its
meetings and activities;
18.Maintaining minutes or other records of its meetings and activities;
19.Reviewing the powers of the Committee annually and reporting and making
recommendations to the Board of Directors on these responsibilities;
20.Conducting or authorizing investigations into any matters within its
scope of responsibilities and utilizing the assistance of independent
counsel, accountants, or others as it may, in its sole discretion,
determine to be advisable; and
21.Considering such other matters in relation to the financial affairs of
the Company and its accounts, and in relation to the internal and
external audit of the Company as it may, in its sole discretion,
determine to be advisable.
A-4
COMMON STOCK MINERALS TECHNOLOGIES INC. COMMON STOCK
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints C. Dee, S.G. Gray and N.M. Bardach, or
any of them, as Proxies to vote at the Annual Meeting of Stockholders of
Minerals Technologies Inc. on May 25, 2000 and any adjournments or
postponements thereof, on matters which may properly come before the
Annual Meeting, in accordance with and as more fully described in the
Notice of Meeting and Proxy Statement, receipt of which is acknowledged.
The Proxies will vote your shares in accordance with your directions on
this card. If you do not indicate your choices on this card, the Proxies
will vote your shares FOR all proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be that of an
authorized officer, who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
MINERALS TECHNOLOGIES INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot.
Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares
should be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope. You may also vote your
shares by telephone or via the Internet.
Your vote must be received prior to the Annual Meeting of Stockholders,
May 25, 2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Minerals Technologies Inc.
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- ----------------------------------------
MINERALS TECHNOLOGIES INC.
- ----------------------------------------
COMMON STOCK
CONTROL NUMBER:
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
--------
- -----------------------------------------------------------
Stockholder sign here Co-owner sign here
1. Election of Directors. Nominees:
For All With- For All
Nominees hold Except
(01) Kristina M. Johnson / / / / / /
(02) Paul M. Meister / / / / / /
(03) Michael F. Pasquale / / / / / /
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2. Ratification of appointment of auditors. / / / / / /
Mark box at right if an address change or comment has / /
been noted on the reverse side of this card.
DETACH CARD DETACH CARD
Vote by Telephone
-----------------
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
There is NO CHARGE for this call.
3. Enter your Control Number located on this Proxy Card.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
Vote by Internet
----------------
It's fast, convenient, and your vote is immediately
confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/mtx
3. Enter your Control Number located on this Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/mtx anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
401K MINERALS TECHNOLOGIES INC. 401K
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints C. Dee, S.G. Gray and N.M. Bardach, or
any of them, as Proxies to vote at the Annual Meeting of Stockholders of
Minerals Technologies Inc. on May 25, 2000 and any adjournments or
postponements thereof, on matters which may properly come before the
Annual Meeting, in accordance with and as more fully described in the
Notice of Meeting and Proxy Statement, receipt of which is acknowledged.
The Proxies will vote your shares in accordance with your directions on
this card. If you do not indicate your choices on this card, the Proxies
will vote your shares FOR all proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, the signature should be that of an
authorized officer, who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
- -------------------------------- --------------------------------
DETACH CARD DETACH CARD
MINERALS TECHNOLOGIES INC.
Dear Participant:
Please take note of the important information enclosed with this Proxy
Ballot.
Under the Minerals Technologies Inc. Savings and Investment Plan, a
participant may instruct the Trustee to vote at the Minerals
Technologies Inc. Annual Meeting of Stockholders the shares which are
allocable to or owned by his or her account.
If you wish to instruct the Trustee how to vote such shares, please mark
the boxes on the proxy card to indicate how your shares should be voted.
Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope. You may also direct the Trustee to vote your
shares by telephone or via the Internet. The Trustee will vote any
undirected shares of the Company's stock held by it in direct proportion
to the voting of shares for which instructions have been received.
Your vote must be received prior to the Annual Meeting of Stockholders,
May 25, 2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Minerals Technologies Inc.
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
- ----------------------------------------
MINERALS TECHNOLOGIES INC.
- ----------------------------------------
401K
CONTROL NUMBER:
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
--------
- -----------------------------------------------------------
Participant sign here
1. Election of Directors. Nominees:
For All With- For All
Nominees hold Except
(01) Kristina M. Johnson / / / / / /
(02) Paul M. Meister / / / / / /
(03) Michael F. Pasquale / / / / / /
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through the
name(s) of the nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2. Ratification of appointment of auditors. / / / / / /
Mark box at right if an address change or comment has / /
been noted on the reverse side of this card.
DETACH CARD DETACH CARD
Vote by Telephone
-----------------
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
There is NO CHARGE for this call.
3. Enter your Control Number located on this Proxy Card.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE anytime!
Vote by Internet
It's fast, convenient, and your vote is immediately
confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/mtx
3. Enter your Control Number located on this Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to http://www.eproxyvote.com/mtx anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
