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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(z))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GENERAL CABLE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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GENERAL CABLE CORPORATION
4 Tesseneer Drive
Highland Heights, Kentucky 41076
Telephone (859) 572-8000
Dear Shareholder:
You are cordially invited to attend the 2006 Annual Meeting of
Shareholders, which will be held at 3:00 p.m., Central European Summer Time,
Thursday, May 18, 2006, at the European Headquarters offices of General Cable
Corporation, Casanova, 150, 08036 Barcelona, Spain. Proceedings of the meeting
will be simultaneously transmitted to the World Headquarters of the Company
beginning at 9:00 a.m., Eastern Daylight Time, at 4 Tesseneer Drive, Highland
Heights, Kentucky 41076.
You will find enclosed a notice of our 2006 Annual Meeting that
identifies the two proposals for shareholder action. We encourage you to read
the Proxy Statement carefully.
As you will note from the enclosed proxy material, the Board of
Directors recommends that you vote FOR each of the proposals set forth in the
Proxy Statement.
Sincerely,
/s/ Gregory B. Kenny
President and Chief Executive Officer
March 30, 2006
YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY THE INTERNET OR TELEPHONE OR BY
SIGNING AND RETURNING THE PROXY CARD. PLEASE FOLLOW THE INSTRUCTIONS ON THE
PROXY CARD FOR THE VOTING METHOD YOU SELECT.
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
Telephone (859) 572-8000
NOTICE OF THE 2006 ANNUAL MEETING OF SHAREHOLDERS
The 2006 Annual Meeting of Shareholders of General Cable Corporation
("General Cable") will be held on Thursday, May 18, 2006, at 3:00 p.m., Central
European Summer Time, at the European Headquarters offices of General Cable,
Casanova, 150, 08036 Barcelona, Spain. Proceedings of the meeting will be
simultaneously transmitted to the World Headquarters of General Cable beginning
at 9:00 a.m., Eastern Daylight Time at 4 Tesseneer Drive, Highland Heights,
Kentucky 41076, to consider and act upon the following proposals:
1. Election of two directors;
2. Ratification of the appointment of Deloitte & Touche LLP, an independent
registered public accounting firm, to audit General Cable's 2006
consolidated financial statements and internal control over financial
reporting;
3. Such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 20, 2006,
are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
/s/ Robert J. Siverd
Secretary
March 30, 2006
PROXY STATEMENT
TABLE OF CONTENTS
ELECTION OF DIRECTORS (Proposal 1)..........................................3
Nominees for Director..................................................3
The Board, its Committees and Meetings.................................5
REPORT OF AUDIT COMMITTEE...................................................7
BENEFICIAL OWNERSHIP OF SHARES BY MANAGEMENT...............................10
TRANSACTIONS WITH THE COMPANY..............................................12
SIGNIFICANT SHAREHOLDERS...................................................13
EXECUTIVE COMPENSATION.....................................................14
OPTION INFORMATION.........................................................17
PENSION PLAN BENEFIT TABLE.................................................19
REPORT OF COMPENSATION COMMITTEE...........................................20
STOCK PRICE PERFORMANCE GRAPH..............................................23
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO................24
AUDIT GENERAL CABLE'S 2006 CONSOLIDATED FINANCIAL STATEMENTS
AND INTERNAL CONTROL OVER FINANCIAL REPORTING (Proposal 2)
OTHER INFORMATION..........................................................25
APPENDIX A -- GENERAL CABLE AUDIT COMMITTEE CHARTER......................A-25
PROXY STATEMENT
The Board of Directors of General Cable Corporation ("General Cable" or
the "Company") is providing this Proxy Statement for the solicitation of
proxies from holders of outstanding common stock for the 2006 Annual Meeting
of Shareholders ("Annual Meeting") on May 18, 2006, and at any adjournment of
the meeting. The Annual Meeting will be held at 3:00 p.m., Central European
Summer Time, Thursday, May 18, 2006, at the European Headquarters offices of
General Cable Corporation, Casanova, 150, 08036 Barcelona, Spain. Proceedings
of the meeting will be simultaneously transmitted to the World Headquarters of
the Company beginning at 9:00 a.m., Eastern Daylight Time, at 4 Tesseneer
Drive, Highland Heights, Kentucky. The principal executive offices of General
Cable are located at 4 Tesseneer Drive, Highland Heights, Kentucky 41076.
General Cable is sending this Proxy Statement, proxy form, and General Cable's
Annual Report to Shareholders for 2005 to all shareholders entitled to receive
notice and to vote at the Annual Meeting beginning on or about April 3, 2006.
VOTING PROCEDURES
YOUR VOTE IS VERY IMPORTANT
Our Annual Meeting this year is being held at our European Headquarters
offices, which reflects the importance of our European business, including the
recent acquisition of Silec Cable, S.A.S. in France, to our global business.
Proceedings are also being transmitted to our World Headquarters in Kentucky
and shareholders will be able to participate in the Annual Meeting in the same
way as before.
Whether or not you plan to attend our Annual Meeting, please take the
time to vote either by the Internet or telephone using the instructions on the
proxy card or by completing and mailing the enclosed proxy card as soon as
possible. If you decide to vote using the proxy card, you must sign, date and
mail it and indicate how you want to vote. If you do not so indicate, your
proxy will be voted as recommended by the Board of Directors.
RECORD DATE
Holders of record of General Cable common stock, par value $0.01 per
share, at the close of business on March 20, 2006 (the "Record Date") will be
entitled to notice of the Annual Meeting and to vote at the Annual Meeting and
at any adjournments. At the Record Date, 50,462,338 shares of common stock
were issued and outstanding.
HOW TO REVOKE YOUR PROXY
If you later wish to revoke your proxy, you may do so by (1) sending a
written statement to that effect to the Secretary of General Cable at the above
address; (2) submitting a properly signed proxy having a later date; (3) making
an oral revocation by telephone using the telephone voting instructions on the
proxy card; or (4) voting in person at the Annual Meeting at our European or
World Headquarters offices.
VOTE REQUIRED AND METHOD OF COUNTING VOTES
- NUMBER OF SHARES OUTSTANDING. At the close of business on the Record
Date, there were 50,462,338 shares of common stock outstanding and
entitled to vote at the Annual Meeting.
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- VOTE PER SHARE. You are entitled to one vote per share on matters
presented at the Annual Meeting. Shareholders do not have cumulative
voting rights in the election of directors.
- QUORUM. A majority of outstanding shares, present or represented by
proxy, makes a quorum for the transaction of business at the Annual
Meeting. Abstentions and "broker non-votes" (i.e., when a broker does
not have authority to vote on a specific issue) are counted as present for
purposes of determining a quorum.
- VOTE REQUIRED. The following is an explanation of the vote required for
each of the two items to be voted on at the Annual Meeting.
- ABSTENTIONS AND BROKER NON-VOTES. Abstentions and broker non-votes will
have no legal effect on the election of directors. Abstentions will have
the effect of a vote against Proposal 2. Member firms of the New York
Stock Exchange ("NYSE") have authority to vote in their discretion on
Proposals 1 and 2 as routine items in the absence of a voting directive
from a beneficial owner of the stock. Broker non-votes will not count as
votes against any proposal at the Annual Meeting.
PROPOSAL 1 ELECTION OF DIRECTORS
The nominees receiving the highest number of votes will be elected. If
you do not wish your shares to be voted for a nominee, you may withhold votes
using the telephone voting instructions on the proxy card or you may withhold
votes by indicating in the space provided on the proxy card.
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF AUDITORS
The affirmative vote of a majority of shares present in person or by proxy
is required for approval of Proposal 2.
DISCRETIONARY VOTING POWER
The Board knows of no other matters to be presented for shareholder action
at the Annual Meeting. In addition, on matters raised at the Annual Meeting
that are not covered by this Proxy Statement, the persons named in the proxy
card will have full discretionary authority to vote unless a shareholder has
followed the advance notice procedures discussed below under "Nominees for
Director." If any nominee for election as a director becomes unable to accept
nomination or election, which we do not anticipate, the persons named in the
proxy will vote for the election of another person recommended by the Board.
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ELECTION OF DIRECTORS
(Proposal 1)
NOMINEES FOR DIRECTOR
Two directors will be elected at the 2006 Annual Meeting.
Under General Cable's Certificate of Incorporation, the Board is divided
into three classes of Directors serving staggered three-year terms. Each class
is to be as nearly equal in number as reasonably possible. Terms of office for
Directors were set up so that the initial term of office of Class I directors
expired at the 1998 annual meeting; the initial term of Class II directors
expired at the 1999 annual meeting; and the initial term of Class III directors
expired at the 2000 annual meeting. This year, at the 2006 Annual Meeting, the
term of the Class III directors expires. There are currently two Class III
directors. Directors elected to succeed directors whose terms have expired
have a term of office lasting three years and until their successors are
elected. Class I and Class II directors will serve until the 2007 and 2008
Annual Meetings, respectively, and until their successors are elected and
qualified or until their earlier resignation or removal.
Set forth below is certain information relating to the persons who were
nominated by the Board of Directors on February 7, 2006, for reelection as
Class III directors at the Annual Meeting. Also set forth below is information
about Class I and Class II continuing directors. The information is based on
data furnished to General Cable by the individual directors. The new term of
office for each nominee runs from the 2006 Annual Meeting until the Annual
Meeting of Shareholders to be held in 2009 and until his successor shall have
been elected and qualified.
CLASS III DIRECTOR NOMINEES FOR ELECTION AT THE ANNUAL MEETING
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[PHOTO] Mr. Lawton served as President and Chief
Executive officer of JohnsonDiversey, Inc.
Gregory E. Lawton from October 2000 to February, 2006. From
Age 55 January 1999 until September 2000, he was
Director since 1998 President and Chief Operating Officer of
Chairman of the Corporate Johnson Wax Professional. Prior to joining
Governance Committee and Johnson Wax, Mr. Lawton was President of
Member of the Audit and NuTone Inc., a subsidiary of Williams plc
Compensation Committees based in Cincinnati, Ohio, from 1994 to 1998.
From 1989 and 1994, Mr. Lawton served with
Procter & Gamble (NYSE: PG) where he was Vice
President and General Manager of several
consumer product groups.
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[PHOTO] Mr. Omtvedt has been Senior Vice President and
Chief Financial Officer of Fortune Brands, Inc.
Craig P. Omtvedt (NYSE: FO) since 2000. Previously, he held
Age 56 positions with Fortune Brands as Senior Vice
Director since 2004 President and Chief Accounting Officer from
Chairman of the Audit Committee 1998 to 1999; Vice President and Chief
and Member of the Compensation Accounting Officer from 1997 to 1998; Vice
and Corporate Governance President, Deputy Controller and Chief Internal
Committees Auditor from 1996 to 1997; Deputy Controller
from 1992 to 1996; and Director of Audit from
1989 to 1992. Before joining Fortune Brands,
Mr. Omtvedt worked for Pillsbury Company in
Minneapolis, Minnesota from 1985 to 1989 in
various audit and controller roles.
CLASS I CONTINUING DIRECTOR
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[PHOTO] Mr. Welsh is currently President of Avalon
Capital Partners LLC, an investment firm
John E. Welsh, III focused on private equity and venture capital
Age 55 investments. From October 2000 to December
Director since 1997 2002, he was a Managing Director of CIP
Nonexecutive Chairman of the Management LLC, the management company for
Board and Member of the Audit, Continuation Investments Group Inc. From
Compensation and Corporate November 1992 to December 1999, he served as
Governance Committees Managing Director and Vice-Chairman of the
Board of Directors of SkyTel Communications,
Inc. and as a Director of the company from
September 1992 until December 1999. Prior to
1992, Mr. Welsh was a Managing Director in the
Investment Banking Division of Prudential
Securities, Inc.
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CLASS II CONTINUING DIRECTORS
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[PHOTO] Mr. Kenny has served as President and Chief
Executive Officer of General Cable since
Gregory B. Kenny August 2001. He was President and Chief
Age 53 Operating Officer of General Cable from May
Director since 1997 1999 to August 2001. From March 1997 to May
President and Chief Executive 1999, he was Executive Vice President and
Officer of General Cable Chief Operating Officer of General Cable.
From June 1994 to March 1997, he was Executive
Vice President of the subsidiary of General
Cable which was General Cable's immediate
predecessor. Mr. Kenny is a director of a
number of General Cable subsidiaries. He is
also a Director of Corn Products
International, Inc. (NYSE: CPO) and IDEX
Corporation (NYSE: IEX).
[PHOTO] Mr. Smialek has been a private investor and
consultant since August 2002. He was
Robert L. Smialek President and Chief Executive Officer of
Age 62 Applied Innovation Inc. (NASDAQ: AINN) from
Director since 1998 July 2000 to August 2002. From May 1993 to
Chairman of the Compensation July 1999 he served as President and Chief
Committee, Member of the Executive Officer of the Insilco Corporation.
Audit and Corporate Prior to 1993, Mr. Smialek served as the Group
Governance Committees President and Chief Operating Officer of the
Temperature and Appliance Controls Group of
Siebe, plc. He was Group Vice President
for the Tracor Instruments Group from 1988 to
1990. For the prior 19 years, Mr. Smialek
worked for the General Electric Company in
various operations management positions.
THE BOARD, ITS COMMITTEES AND MEETINGS
The General Cable Board of Directors meets regularly during the year. In
2005, the Board of Directors held five regular meetings and three special
meetings. As a matter of policy, the Company expects directors to attend each
Annual Meeting, and in 2005, all directors attended the Annual Meeting. The
Board currently has five members; there is one vacancy as a result of a
resignation. The Board has determined that Messrs. Lawton, Omtvedt, Smialek
and Welsh, who are not employees of the Company, are independent under the
rules issued by the NYSE. General Cable has three standing Committees, which
are the Audit Committee, the Compensation Committee, and the Corporate
Governance Committee which meet regularly. In 2005, each director attended
at least 75% of the total number of meetings of the Board of Directors and
of the Committees on which he served. The Board of Directors held eight
meetings in 2005.
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The Board generally will have six regularly scheduled meetings a year for
the non-management directors without management present. These sessions
usually take place around regularly scheduled Board meetings. The Nonexecutive
Chairman will preside at such meetings. The non-management directors also may
meet without management present at other times as are determined by the
Nonexecutive Chairman.
Shareholders may communicate with the Board, including the Nonexecutive
Chairman and the independent directors on matters of interest. The Company has
established a special email address and telephone number for these
communications which are posted on the Company's website (www.generalcable.com)
via the Investor Relations page. The telephone number is (859) 572-8000; the
email address is info@generalcable.com. The email address and telephone number
are posted on the Company's website. Shareholders may also contact the
directors anonymously by using the special email address and telephone number.
Communications to these directors initially will be reviewed by the Secretary
and routed to the Chairman or a Board Committee as appropriate.
The current fee schedule for General Cable directors, paid only to
directors who are not officers or employees of General Cable, is as follows:
annual retainer fee of $85,000, payable at least one-half in common stock of
General Cable (which must be deferred into the Company's Deferred Compensation
Plan) and up to one-half in cash (which may be deferred into the Company's
Deferred Compensation Plan). The Chairman of the Audit Committee also will
receive an annual retainer fee of $10,000 in cash. Outside directors are
reimbursed for related out-of-pocket expenses for attendance at Board and
Committee meetings. In order to be eligible to receive the retainer, a director
must have attended at least 75% of the Board meetings in the prior year, unless
attendance was excused by the Chairman.
Each outside director is eligible to receive an annual grant of 2,500
options to acquire General Cable common stock at the stock's fair market value
when granted. These options generally vest over three years. In February 2006,
the Compensation Committee awarded each outside director 2,500 options on common
stock as part of their compensation for services.
In addition, John E. Welsh, III, who has served as Nonexecutive Chairman of
the Board since August 2001, is entitled to annual compensation for his services
as Chairman. This additional compensation is equal to the amount paid to
non-employee directors for regular director service. Also, as part of this
compensation, the Compensation Committee in February 2006 awarded Mr. Welsh
2,500 options to purchase General Cable common stock.
During 2005, shares of common stock issued to pay director retainer fees
and awards were drawn from the 1997 Stock Incentive Plan until approval by
stockholders of the General Cable Corporation 2005 Stock Incentive Plan in May
2005. Thereafter, all issuances and awards were, and future issuances will be,
drawn from the shareholder-approved 2005 Stock Incentive Plan.
The membership and functions and other relevant information relating to
each Committee are described below:
Audit Committee: Consists of Craig P. Omtvedt (Chairman), Gregory E.
Lawton, Robert L. Smialek and John E. Welsh, III, who are independent under
the rules of the NYSE. The Committee assists in Board oversight of the
integrity of the Company's financial statements, the Company's compliance
with legal requirements and performance of the Company's internal audit
functions and independent auditors. This Committee also determines the
independent registered public accounting firm that General Cable retains as
its independent auditor. None of the members of the Committee are officers
or employees of General Cable. The Audit Committee met ten times in 2005.
The Board of Directors has determined that
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each of the members of the Committee named above is an Audit Committee
financial expert under rules of the Securities and Exchange Commission ("SEC").
The Audit Committee has adopted formal preapproval policies and procedures
relating to the services provided by its independent auditor consistent with
requirements of the SEC Rules. Under the Company's preapproval policy, all
audit and permissible non-audit services provided by the independent auditors
must be preapproved. The Audit Committee will generally preapprove a list of
specific services and categories of services, including audit, audit-related
and other services, for the upcoming or current fiscal year. Any services that
are not included in the approved list of services must be separately
preapproved by the Audit Committee. The Committee delegates to the Chairman
the authority to approve permitted audit and non-audit services to be provided
by the independent auditor between Committee meetings for the sake of
efficiency. The Committee Chairman reports any such interim preapproval at
the next meeting of the Committee.
REPORT OF THE AUDIT COMMITTEE
General Cable's Audit Committee is furnishing the following report under
the rules of SEC:
The Audit Committee provides oversight relating to the integrity of the
Company's financial reporting process, its compliance with legal and regulatory
requirements and the quality of its internal and external audit processes. The
role and responsibilities of the Audit Committee are set forth in a written
Charter adopted by the Board, which is attached as Appendix A to this Proxy
Statement. The Audit Committee Charter is posted on the Company's website
(www.generalcable.com)* and is accessible via the Investor Relations page. It
is also available in print to any shareholder on request to the Corporate
Secretary at General Cable's World Headquarters at 4 Tesseneer Drive, Highland
Heights, Kentucky 41076. The Audit Committee reviews its Charter annually.
The Audit Committee is responsible for overseeing the Company's overall
financial reporting process. In fulfilling its responsibilities for calendar
2005, the Audit Committee:
- Reviewed and discussed the audited financial statements for the year
ended December 31, 2005, with management and Deloitte & Touche LLP, the
member firms of Deloitte & Touche Tohmatsu, and their respective
affiliates (together, the "Deloitte Entities"), the Company's
independent auditors;
- Discussed with the Deloitte Entities the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended or
modified, relating to the conduct of the audit;
- Received written disclosures and the letter from the Deloitte Entities
regarding their independence as required by Independence Standards
Board Standard No. 1. The Audit Committee discussed with the Deloitte
Entities their independence; and
- Exercised oversight in other areas relating to the financial reporting
and audit process that the Committee determined appropriate, including
the Company's compliance program relating to Section 404 of the
Sarbanes-Oxley Act and the Company's risk assessment and risk
management programs.
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* Information on this website is not and should not be considered part of this
Proxy Statement and is not incorporated by reference.
-7-
Based on the Audit Committee's review of the audited financial statements
and discussions with management and the Deloitte Entities as discussed above,
the Audit Committee recommended to the Board that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2005, for filing with the SEC.
Audit Committee:
Craig P. Omtvedt, Chairman
Gregory E. Lawton
Robert L. Smialek
John E. Welsh, III
Compensation Committee: Consists of Robert L. Smialek (Chairman),
Gregory E. Lawton, Craig P. Omtvedt, and John E. Welsh, III. The Compensation
Committee reviews and acts on General Cable's executive compensation and
employee benefit plans and programs, including their establishment,
modification and administration. It also determines the compensation of the
Chief Executive Officer and other executive officers. None of the members are
officers or employees of General Cable; all are independent under the rules of
the NYSE. The Compensation Committee's charter is posted on the Company's
website via the Investor Relations page. It is also available in print to any
shareholder on request to the Corporate Secretary at General Cable's World
Headquarters. The Compensation Committee met three times in 2005.
Corporate Governance Committee: Consists of Gregory E. Lawton (Chairman),
Craig P. Omtvedt, Robert L. Smialek and John E. Welsh, III. The Corporate
Governance Committee considers and recommends nominees for election as
directors, appropriate director compensation, and the membership and
responsibilities of Board committees. It conducts, in conjunction with the
Compensation Committee, an annual performance evaluation of the Chief Executive
Officer and sets performance objectives for the CEO. The Corporate Governance
Committee also reviews management development and succession policies and
practices. A copy of the Corporate Governance Committee's charter is available
on the Company's website via the Investor Relations page. It is also available
in print to any shareholder on request to the Corporate Secretary at General
Cable's World Headquarters. In addition, the Corporate Governance Committee
provides oversight with regard to the Company's Code of Business Conduct and
Ethics that applies to its directors, officers, and employees. A copy of the
Code of Business Conduct and Ethics is available on the Company's website via
the Investor Relations page. It is also available in print to any shareholder
on request to the Corporate Secretary at General Cable's World Headquarters.
None of the members of the Corporate Governance Committee are officers or
employees of General Cable; all are independent under the rules of the NYSE.
The Corporate Governance Committee met six times in 2005.
The Corporate Governance Committee as noted is responsible for considering
and recommending nominees for election as director. In carrying out its duties,
the Corporate Governance Committee engages third-party search firms to assist
in identifying and assessing qualifications of director candidates. Director
qualifications and related responsibilities are set forth in the Company's
Corporate Governance Principles and Guidelines. The Guidelines are posted on
the Company's website via the Investor Relations page. Under these Guidelines,
the Corporate Governance Committee expects that directors of the Company should
possess the highest personal and professional values, ethics, and integrity and
should be committed to represent and advance the long-term interests of the
Company's shareholders. Directors must have an inquisitive and objective
perspective, practical experience and maturity of judgment. General Cable
aims to have a Board representing diverse experience in business, finance,
technology, and other disciplines relevant to the Company's business
activities.
-8-
Directors of our Company are also expected to attend all scheduled Board
and Committee meetings and to be prepared for the meetings by reviewing the
materials provided to them in advance of the meetings. Directors must be
willing to devote sufficient time to carry out their duties and
responsibilities effectively and should be committed to serve on the Board for
an extended period of time. Directors should offer their resignation in the
event of any significant change in their personal circumstances, including a
change in their principal job responsibilities that would adversely affect
their ability to fulfill their duties and responsibilities as directors.
Further, directors who also serve as CEO or in equivalent positions should not
serve on more than two boards of public companies in addition to the General
Cable Board, and other directors should not serve on more than four other
boards of public companies. Current positions in excess of those limits may
be maintained unless the Board determines that doing so would impair the
director's service on the Company's Board. Lastly, the Board does not
believe that arbitrary term limits on directors' service are appropriate, nor
does it believe that directors should expect to be renominated annually until
they reach retirement age. The Board does believe that 70 is an appropriate
retirement age for outside directors. However, the Board will utilize its own
self-evaluation process as an important determinant of Board tenure.
Each year, the Corporate Governance Committee recommends a slate of
nominees to the Board which proposes nominees to the shareholders for election
to the Board. In connection with its recommendations, the Corporate
Governance Committee considers whether the director candidates have the
requisite qualifications and skills that are identified above and the
commitment and willingness to serve on the Board in accord with the Company's
Corporate Governance Principles and Guidelines.
The Corporate Governance Committee also will consider shareholder
suggestions for nominees when submitted in accord with the provisions of our
Bylaws. Under General Cable's Bylaws, shareholders may present any proposals
for shareholder vote, including the election of directors, by following the
advance notice procedure described below. Under this procedure, the only
candidates eligible for election at a meeting of shareholders are candidates
nominated by or at the direction of the Board of Directors and candidates
nominated at the meeting by a shareholder. Shareholders will be given a
reasonable opportunity at the Annual Meeting to nominate candidates for the
office of director. The Bylaws require that a shareholder wishing to nominate
a director candidate must first give the Secretary of General Cable a written
nomination notice at least sixty (60) days before the date of the Annual
Meeting.
The nomination notice must set forth the following information as to each
individual nominated:
- The name, date of birth, business address and residence address of the
individual;
- The business experience during the past five years of the nominee,
including his or her principal occupations and employment during such
period, the name and principal business of any corporation or other
organization in which those occupations and employment were carried on,
and additional information about the nature of his or her
responsibilities and level of professional competence which permits an
assessment of the candidate's prior business experience;
- Whether the nominee is or has ever been at any time a director, officer
or owner of 5% or more of any class of capital stock, partnership
interests or other equity interest of any corporation, partnership or
other entity;
- Any directorships held by the nominee in any company with a class of
securities registered under Section 12 of the Securities Exchange Act
of 1934, as amended, or covered by Section 15(d) of that Act or any
company registered as an investment company under the Investment
Company Act of 1940, as amended; and
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- Whether, in the last five years, the nominee was convicted in a
criminal proceeding or has been subject to a judgment, order, finding
or decree of any federal, state or other governmental entity concerning
any violation of federal, state or other law, or any proceeding in
bankruptcy, which conviction, order, finding, decree or proceeding may
be material to an evaluation of the ability or integrity of the
nominee.
The nomination notice must also provide the following information about
the person submitting the nomination notice and any person acting in concert
with that person: (1) the name and business address of that person, (2) the
name and address of that person as they appear in the Company's books, and
(3) the class and number of General Cable shares that are beneficially owned
by that person. The nomination notice must include the nominee's signed
written consent to being named in a proxy statement as a nominee and to serve
as a director if elected. If the presiding officer at any shareholder's
meeting determines that a nomination was not made in accord with these
procedures, he or she will so declare to the meeting and the defective
nomination will be disregarded.
The Board of Directors recommends that shareholders vote FOR the election
of the nominees for director.
BENEFICIAL OWNERSHIP OF SHARES BY MANAGEMENT
The following table sets forth information, as of March 1, 2006,
concerning the beneficial ownership of General Cable's common stock by (i) each
director and director nominee of General Cable; (ii) each executive officer of
General Cable named in the Summary Compensation Table; and (iii) all directors
and executive officers of General Cable as a group. This information is based
on data furnished by the named persons. The beneficial owners of common stock
listed below have sole investment and voting power with respect to these shares,
except as otherwise indicated.
SHARE OWNERSHIP TABLE
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP (1)
-----------------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT OF CLASS (2)
------------------------ ------------- --------------------
Gregory B. Kenny, Director and Officer 879,101 (3) 1.71
Gregory E. Lawton, Nominee for Director 23,210 (4) *
Craig P. Omtvedt, Nominee for Director 4,667 (5) *
Robert J. Siverd, Officer 268,482 (6) *
Robert L. Smialek, Director 18,710 (7) *
Christopher F. Virgulak, Officer 220,061 (8) *
John E. Welsh, III, Director 128,000 (9) *
All directors and officers as a group 1,542,231 2.98
-------------------------------------
* Means less than 1.0%
(1) Beneficial ownership is determined under the rules of the SEC and includes
voting or investment power with respect to the shares.
-10-
(2) The percentages shown are calculated based on the total number of shares of
common stock which were outstanding at the Record Date (50,462,338 shares of
common stock).
(3) Includes 2,100 shares held by Mr. Kenny as custodian for his children and
50,773 shares of restricted stock awarded to Mr. Kenny under the General
Cable Stock Incentive Plans as to which he has voting power; and 803,000
shares covered by options in common stock which may be exercised within
sixty (60) days of March 1, 2006. Excludes 348,533 shares of restricted and
unrestricted common stock deferred under the General Cable Deferred
Compensation Plan.
(4) Includes 21,333 shares covered by stock options which may be exercised by
Mr. Lawton within sixty (60) days of March 1, 2006. Excludes 24,926 shares
of common stock deferred under the General Cable Deferred Compensation Plan.
(5) Includes 1,667 shares covered by stock options which may be exercised by
Mr. Omtvedt within sixty (60) days of March 1, 2006. Excludes 4,576 shares
of common stock deferred under the General Cable Deferred Compensation Plan.
(6) Includes 197,000 shares covered by stock options which may be exercised by
Mr. Siverd within sixty (60) days of March 1, 2006 and 13,684 shares of
restricted common stock as to which Mr. Siverd has voting power. Excludes
79,125 shares of restricted and unrestricted common stock deferred under the
General Cable Deferred Compensation Plan.
(7) Includes 13,833 shares covered by stock options which may be exercised by
Mr. Smialek within sixty (60) days of March 1, 2006. Excludes 24,926 shares
of common stock deferred under the General Cable Deferred Compensation Plan.
(8) Includes 210,500 shares covered by stock options which may be exercised by
Mr. Virgulak within sixty (60) days of March 1, 2006 and 8,051 shares of
restricted common stock as to which Mr. Virgulak has voting power. Excludes
128,475 shares of restricted and unrestricted common stock deferred under
the General Cable Deferred Compensation Plan.
(9) Includes 101,000 shares covered by stock options which may be exercised by
Mr. Welsh within sixty (60) days of March 1, 2006. Excludes 81,143 shares
of common stock deferred under the General Cable Deferred Compensation Plan.
-11-
SHARE OWNERSHIP GUIDELINES FOR DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors, on March 28, 2005, adopted Share Ownership
Guidelines (the "Guidelines") for directors and the executive officers listed
in the Summary Compensation Table. Under the approved Guidelines, Directors
will be required to obtain ownership of shares of common stock equal to three
(3) times the amount of the cash retainer paid to non-employee directors for
their service as directors within five (5) years from adoption or from their
date of appointment. (See the Board, its Committees and Meetings on pages
5-7.) All non-employee directors meet these Guidelines.
In addition, executive officers are required to obtain ownership of shares
of common stock equal to a multiple of base salary within five (5) years of the
adoption of the Guidelines or from the date of election in case of a new
executive officer, as follows: Chief Executive Officer, multiple of five (5)
times base salary; other executive officers, multiple of three (3) times base
salary. Each of the listed executive officers has ownership of common stock
exceeding these Guidelines, which the Board believes represent prevailing
sound practice based in part on the advice of the independent consultant to the
Compensation Committee.
For purposes of the Guidelines, shares which qualify to be included are
common shares acquired individually with personal funds, grants and awards
under incentive plans, and shares held by the individuals in Company retirement
and savings, and deferred compensation plans. Options to purchase common stock
are not included for this purpose. The Compensation Committee of the Board
intends to review the Guidelines annually to determine if the requirements are
being met, and to consider whether action should be taken to address any
non-compliance, including involuntary payment of incentive awards in restricted
common stock at the discretion of the Compensation Committee.
TRANSACTIONS WITH THE COMPANY
In October 1998, the Board of Directors approved the Stock Loan Incentive
Plan ("SLIP"). Under the SLIP, executive officers and General Cable key
employees were provided the opportunity to purchase General Cable common stock
worth an aggregate of $6.12 million in the open market using funds loaned by
the Company. Loans made were full-recourse loans which matured in five years
when they were required to be repaid with accrued interest. The loans bore
interest at 5.12%, the applicable federal rate provided by the Internal Revenue
Service in October 1998. Dividends on common stock purchased by participants
were applied to reduce interest on the loans. In addition, participants were
awarded a long-term incentive of one restricted stock unit for each share of
stock purchased, which award vested in five years.
On June 10, 2003, Messrs. Kenny, Virgulak and Siverd each repaid in full
their outstanding loans from the Company under the SLIP in the respective
amounts of $752,909, $501,914, and $501,914; the Plan is no longer in effect
with respect to these executive officers. The Company accepted as partial
payment for the loans common stock owned by the executive officers and
restricted stock units previously awarded under the SLIP.
-12-
SIGNIFICANT SHAREHOLDERS
The following table sets forth information about each person known to
General Cable to be the beneficial owner of more than 5% of General Cable's
common stock. General Cable obtained this information from its records and
statements filed with the SEC under Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934 and received by General Cable through the Record Date.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP (1)
-----------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT OF CLASS (2)
------------------------------------ ------------- --------------------
Fidelity Management & Research Corp. 4,760,300 (3) 9.43
82 Devonshire St.
Boston, MA 02109
------------------------------------
(1) Beneficial ownership is determined under the rules of the SEC and includes
voting or investment power with respect to the shares.
(2) The percentages shown are calculated based on the total number of shares of
common stock which were outstanding at the Record Date (50,462,338 shares of
common stock).
(3) These shares of General Cable common stock are owned by FMR Corp. as a parent
holding company, Fidelity Management & Research Company ("Fidelity"),
Fidelity Low Priced Stock Fund and Edward C. Johnson 3d and members of his
family. Fidelity beneficially owns 4,760,300 shares or 9.43% of the common
stock of General Cable by reason of its acting as investment advisor to
various registered investment companies. Edward C. Johnson 3d, FMR Corp.,
through its control of Fidelity, has sole power to dispose of 4,760,300
shares of General Cable common stock. Members of the Johnson family are the
predominant owners of Series B shares of FMR Corp. common stock representing
about 49% of the voting power of FMR Corp.
-13-
EXECUTIVE COMPENSATION
The following table sets forth information regarding the compensation
earned by the Chief Executive Officer and the two other most highly compensated
executive officers of General Cable (including its subsidiaries) for services
rendered in all capacities for fiscal years 2003, 2004 and 2005.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ --------------------
RESTRICTED
FISCAL OTHER ANNUAL STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) AWARDS (2) (SHARES)(3) COMPENSATION (4)
----------------------------- ------ -------- -------- ---------------- ---------- ----------- ----------------
Gregory B. Kenny 2005 $659,327 $940,500 $ 0 $1,166,256 28,896 $63,308
President and 2004 624,135 370,580 0 1,027,496 43,331 42,937
Chief Executive Officer 2003 550,000 348,250 745,000 900,790 0 15,518
Christopher F. Virgulak 2005 $350,445 $289,117 $ 0 $225,347 4,584 $29,595
Executive Vice President and 2004 341,843 117,500 0 264,196 11,141 17,491
Chief Financial Officer 2003 328,388 152,171 495,000 228,430 0 6,125
Robert J. Siverd 2005 $333,537 $343,960 $ 0 $314,321 7,788 $29,570
Executive Vice President 2004 325,353 112,000 0 251,444 10,604 18,350
General Counsel and Secretary 2003 312,750 148,496 495,000 215,500 0 6,028
-----------------------------
(1) The amounts listed represent awards under three-year retention arrangements
approved by the Board of Directors in July 2003. Under the terms of the
arrangements, each executive received a cash payment in July 2003 in
consideration for services to be rendered through July 2006. See also
Employment Agreements on page 15.
The amount of perquisites and personal benefits for each of the executive
officers was less than $50,000 for each year shown in the table.
(2) Award amounts for 2005 and 2004 represent the value of restricted common
stock granted in February and March 2006, and January 2005, respectively,
subject to time-based vesting ratably over a five-year period. Award amounts
for 2003 represent the value of restricted common stock granted in January
2004 subject to time and performance vesting conditions over a six-year
period.
(3) Options shares listed were granted in February and March 2006, and January
2005 for performance in 2005 and 2004, respectively.
The number and aggregate value of restricted stock holdings of executive
officers at December 31, 2005, based on the year-end share price of $19.70
were: Mr. Kenny, 100,167 shares, $1,973,290; Mr. Virgulak, 37,246 shares,
$733,746; and Mr. Siverd, 35,892 shares, $707,072. Dividends are payable on
the restricted common stock only if declared by the Board of Directors. No
dividends have been declared and paid on the Company's common stock since the
third quarter of 2002.
(4) Includes (a) imputed income from Company provided life insurance in the amount
of $1,518 in 2005, $1,518 in 2004, and $1,518 in 2003 for Mr. Kenny; $1,518
in 2005, $990 in 2004, and $990 in 2003 for Mr. Virgulak; and $2,838 in 2005,
$2,838 in 2004, and $1,518 in 2003 for Mr. Siverd; and (b) employer matching
and additional contributions pursuant to General Cable's retirement and
savings and excess benefit plans in the amounts of $61,790 in 2005, $40,419 in
-14-
2004, and $14,000 in 2003 for Mr. Kenny; $28,077 in 2005, $16,501 in 2004,
and $5,135 in 2003 for Mr. Virgulak; and $26,732 in 2005, $15,492 in 2004,
and $4,510 in 2003 for Mr. Siverd.
EMPLOYMENT AND CHANGE-IN-CONTROL AGREEMENTS
-------------------------------------------
Employment Agreements
---------------------
Below are summary descriptions of the separate employment agreements
between General Cable (and certain subsidiaries) and Messrs. Kenny, Virgulak
and Siverd as amended (each an "Employment Agreement").
Messrs. Kenny, Virgulak and Siverd have Amended and Restated Employment
Agreements with three-year terms beginning October 18, 1999 with automatic
one-year extensions unless General Cable or the executives elect not to extend.
Each executive earns a base salary approved by the Compensation Committee and
has an opportunity to earn a bonus for attainment of specified performance
goals approved by the Compensation Committee under the 1999 Incentive Bonus
Program and any performance-based bonus program for senior executives
applicable after 1999. Upon termination of employment, each executive will be
entitled to any bonus deferred for any year prior to the year in which
termination of employment occurs in addition to any accrued and unpaid base
salary and benefits under the existing plans (other than severance benefits).
Furthermore, in case of a termination due to death or Disability, by General
Cable other than for Cause or by the executive for Good Reason (as defined),
the executive receives immediate vesting and lapsing of restrictions on
unvested stock awards under the applicable agreements, and has no obligation
to repay any unearned portion of the retention award made in 2003 shown in the
Summary Compensation Table. In case of a termination by General Cable other
than for Cause or by the executive for Good Reason, the Employment
Agreement also provides for a payment equal to a multiple (the "Multiplier") of
the sum of his base salary and the target bonus under the Annual Incentive Plan
applicable to the year termination occurs subject to a minimum target. The
executives are also entitled to their continuation as a participant in General
Cable's executive health and welfare benefit plans for the number of years
represented by the Multiplier.
The differences among these agreements are as follows: Mr. Kenny who
serves as President and Chief Executive Officer is entitled to an annual salary
of $700,000 and has a Multiplier of three (3). Mr. Virgulak who serves as
Executive Vice President and Chief Financial Officer is entitled to an annual
salary of $352,260 and has a Multiplier of two (2). Mr. Siverd who serves as
Executive Vice President, General Counsel and Secretary is entitled to an
annual salary of $348,676 and has a Multiplier of two (2).
In July 2003, each executive officer entered into an amendment to his
Employment Agreement related to the retention awards described in the Summary
Compensation Table. The amendment provides that the amount of the retention
award is earned one-third each year for each full year of employment after July
2003, and that if the executive's employment were terminated at his option
other than for Good Reason (or under the Change-in-Control Agreement described
below), the executive will be required to repay the unearned portion of the
retention award.
Change-in-Control Agreements
----------------------------
Below are summary descriptions of the Amended and Restated
Change-in-Control Agreements between General Cable and each of Messrs. Kenny,
Virgulak and Siverd dated April 28, 2000 (the "Change-in-Control Agreements").
-15-
The Change-in-Control Agreements provide benefits if the executive's
employment is terminated by General Cable or General Cable's subsidiaries or
by General Cable's successor without Cause (as defined). Benefits are also
payable if the executive terminates his employment with General Cable or
General Cable's subsidiaries or with General Cable's successor for any one of
certain specified events detrimental to the executive ("Good Reason") and the
termination occurred within six (6) months before, or, in the case of Messrs.
Virgulak or Siverd, within two (2) years after, or, in the case of Mr. Kenny,
within three (3) years after, any one of certain specified events producing a
change in control of General Cable (a "Change-in-Control").
In that case, the executive would receive a payment equal to a specified
multiple of the sum of (i) the executive's annual base salary at the time of
the termination of the executive's employment (or, in the case of a termination
of employment for Good Reason based on a reduction of his annual base salary,
the annual base salary in effect immediately prior to such reduction) and (ii)
the executive's target annual bonus applicable to the year in which employment
is terminated or the year in which the Change-in-Control occurs, whichever is
greater. There is a fixed minimum Annual Incentive Plan percentage target for
each executive. Further, upon a Change-in-Control, the Change-in-Control
Agreements provide that the Company would release the executive from any
obligation to repay the unearned portion of the retention award made in 2003
set forth in the Summary Compensation Table, would make a gross-up payment, if
required, to cover excise tax due under Section 280G of the Internal Revenue
Code, and would make any required contribution to fund the executive's accrued
benefit under the Supplemental Executive Retirement Plan described on page 19.
In addition, General Cable or its successor agreed to continue the
executive's participation in General Cable-sponsored executive health and
welfare benefit plans until the earlier of the same specified multiple of 12
months following the date of the executive's termination of employment or the
date the executive receives equivalent coverage and benefits under the plans
of a subsequent employer. The multiples were as follows; Mr. Kenny -- three
times, Mr. Virgulak and Mr. Siverd -- two times. Upon a Change-in-Control,
restrictions on any unvested awards will become fully vested and immediately
exercisable under the Company's Stock Incentive Plans.
-16-
OPTION INFORMATION
OPTION GRANTS FOR LAST FISCAL YEAR (1)
Below is a table with information on option grants for fiscal 2005 made by
General Cable to the executive officers listed in the Summary Compensation
Table.
Potential Realizable
Values at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation for
Underlying Granted to Exercise Option Term (2)
Options Employees in or Base Expiration ------------------------
Name Granted Fiscal Year Price Date 5% 10%
------------------------ ---------- ------------- -------- ---------- ------- ----------
Gregory B. Kenny 28,896 17.36 $22.97 02/07/2016 417,423 1,057,832
Christopher F. Virgulak 4,584 2.75 27.99 03/01/2016 80,691 204,487
Robert J. Siverd 7,788 4.68 22.97 02/07/2016 112,503 285,105
------------------------
(1) The grants above were made in February and March 2006 and are part of the
executive officers' compensation for performance in 2005. The options
granted were made under the Company's 2005 Stock Incentive Plan and vest on
the third anniversary of the grant date.
(2) The Company selected potential realizable values at assumed 5% and 10% rates
as provided in the SEC rules. The values shown, therefore, are not intended
as a forecast of the Company's common stock price in the future.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES (1)
-----------------------------------------------
Shown below is a table setting forth information concerning unexercised
options held by the executive officers listed in the Summary Compensation Table
at December 31, 2005.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
SHARES YEAR-END YEAR-END (2)
ACQUIRED ON VALUE ------------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ------------ -------- ----------- ------------- ----------- -------------
Gregory B. Kenny 0 0 473,000 373,331 $2,874,750 $5,517,249
Christopher F. Virgulak 0 0 175,000 96,141 1,052,150 1,420,954
Robert J. Siverd 36,000 $233,273 137,000 70,604 645,650 1,024,287
(1) The table excludes options granted in 2006 for performance in 2005.
(2) The closing price of General Cable's common stock on the NYSE on December 31,
2005, was $19.70 per share. Values were calculated under the rules of the
SEC.
-17-
EQUITY COMPENSATION PLANS
-------------------------
The following table sets forth information about General Cable's equity
compensation plans as of December 31, 2005.
NUMBER OF WEIGHTED- NUMBER OF SECURITIES
SECURITIES TO BE AVERAGE REMAINING AVAILABLE FOR
ISSUED UPON EXERCISE FUTURE ISSUANCE UNDER
EXERCISE OF PRICE OF EQUITY COMPENSATION
OUTSTANDING OUTSTANDING PLANS (EXCLUDING SECURITIES
OPTIONS (1) OPTIONS REFLECTED IN FIRST COLUMN)
----------------- ----------- ---------------------------
Shareholder approved plan:
1997 Stock Incentive Plan 2,157,000 $12.07 288,000
2005 Stock Incentive Plan 0 0 1,785,000
Non-shareholder approved plan:
2000 Stock Option Plan 952,000 8.00 265,000
--------- ------ ---------
Total 3,109,000 $10.82 2,338,000
--------- ------ ---------
--------- ------ ---------
(1) Excludes restricted stock awards of 1,713,999 shares granted and outstanding
from the 1997 Plan and restricted stock awards of 14,730 shares granted and
outstanding from the 2005 Plan as of December 31, 2005.
The 1997 Stock Incentive Plan authorizes a maximum of 4,725,000 shares,
options or units of common stock to be granted. Stock options are granted to
employees selected by the Compensation Committee of the Board or the Chief
Executive Officer at prices which are not less than the closing market price
on the date of grant. The Compensation Committee (or Chief Executive
Officer) has authority to set all the terms of each grant. The majority of
the options granted under the Plan expire in 10 years and become fully
exercisable ratably over three years of continued employment or become fully
exercisable after three years of continued employment. Restrictions on the
majority of shares awarded to employees under the Plan expire ratably over
a three-year period or expire after six years from the date of grant or
expire ratably from the second anniversary to the sixth anniversary of the
grant.
The 2005 Stock Incentive Plan authorizes a maximum of 1,800,000 shares,
options or units of common stock or stock appreciation rights to be granted.
Stock options are granted to employees selected by the Compensation Committee
which administers the Plan, which are not less than the closing market price
on the date of grant. The Plan administrator has authority to set all the
terms of each grant. The majority of options granted under the Plan expire
in 10 years and become fully exercisable ratably after three years of
continued employment. Restrictions on the majority of shares awarded to
employees under the Plan expire ratably over a five-year period.
The 2000 Stock Option Plan authorizes a maximum of 1,500,000 non-qualified
options to be granted. No other forms of award are authorized under this
Plan. Stock options are granted to employees selected by the Compensation
Committee of the Board or the Chief Executive Officer at prices which are not
less than the closing market price on the date of grant. The Compensation
Committee (or the Chief Executive Officer) has authority to set all the terms
of each grant. The majority of the options granted under the Plan expire in
10 years and become fully exercisable ratably over three years of continued
employment or become fully exercisable after three years of continued
employment. No grants have been made to directors or executive officers
under this Plan.
-18-
PENSION PLAN BENEFIT TABLE
--------------------------
Set forth below is a pension table showing estimated annual benefits
payable upon retirement under General Cable's retirement plans.
YEARS OF SERVICE
-------------------------
REMUNERATION (AVERAGE OF THREE 20 OR
HIGHEST ANNUAL COMPENSATION LEVELS) 10 15 MORE
------------------------------------ ------- ------- -------
600,000 150,000 225,000 300,000
650,000 162,500 243,750 325,000
700,000 175,000 262,500 350,000
750,000 187,500 281,250 375,000
800,000 200,000 300,000 400,000
850,000 212,500 318,750 425,000
900,000 225,000 337,500 450,000
950,000 237,500 356,200 475,000
1,000,000 250,000 375,000 500,000
1,050,000 262,500 393,750 525,000
1,100,000 275,000 412,500 550,000
1,150,000 287,500 431,250 575,000
1,200,000 300,000 450,000 600,000
Effective January 1, 2000, the Company adopted a defined benefit
Supplemental Executive Retirement Plan (the "SERP") to cover key executives
of the Company. The SERP generally provides for a target retirement benefit
equal to 2.5% of final average pay times years of credited service (not greater
than 20) to be paid upon retirement from the Company. The actual SERP benefit
is the excess, if any, of the target benefit over the sum of (i) the annuity
equivalent of the vested portion of employer contributions under General
Cable's Retirement and Savings Plan (the "Retirement Plan") and the Benefit
Equalization Plan (the "Equalization Plan") for the account of such employee
(plus or minus aggregate investment gains or losses thereon) including employer
provided matching contributions, (ii) amounts payable under the frozen defined
benefit Retirement Income Guarantee Plan (the "RIGP"), and (iii) 50% of the
estimated age 65 retirement benefit payable under the Social Security Act.
For purposes of the SERP, final average pay is defined as the average of the
highest three consecutive years of compensation in the last five years. SERP
compensation includes base salary plus cash incentive compensation, other forms
of incentive bonuses and amounts deferred under the Retirement Plan. Service
is credited under the Plan for the number of years and months of employment
with the Company and its subsidiaries. In addition, service with a prior
employer may also be recognized. If prior employer service is credited, the
target benefit is also offset for prior employer benefits attributable to that
service.
Under the SERP, participants have the right to elect a distribution option.
The normal form is a life annuity, but the participant may elect (by
December 31 of the year, which is at least two years prior to the year in which
the participant terminates employment) among these options: joint and 100%
survivor annuity, joint and 50% survivor annuity, ten year certain and life
annuity, three annual installments, or single lump sum. The Committee
appointed by the Board of Directors which administers the SERP must approve in
advance any request for a single lump sum distribution.
General Cable terminated its former defined benefit plan as of
December 31, 1985 and adopted the defined benefit RIGP as of
January 1, 1986. For persons hired on or before January 1, 1986,
the RIGP generally provides for an additional retirement benefit equal to the
amount, if any, by which the total of the annuity equivalent of the
employees accrued benefit under the former retirement plan at December 31,
-19-
1985, plus the annuity equivalent of the vested portion of General
Cable's contributions under General Cable's Retirement Plan on the account of
such employee (plus or minus aggregate investment gains or losses thereon) is
less than the retirement benefit that the employee would have received if the
former retirement plan had continued. Under the RIGP, the years of service,
average compensation and social security entitlement used in calculating the
retirement benefit for each participant were frozen as of December 31, 1993.
Any compensation, years of employment or contributions to a participant's
Retirement Plan after that date are not included in the benefit calculation.
General Cable's Equalization Plan generally makes up certain reductions
caused by Internal Revenue Code of 1986 limitations in the annual retirement
benefit determined pursuant to the RIGP and in General Cable's contributions on
behalf of an employee pursuant to the Retirement Plan. Those amounts not
payable under the RIGP, the former retirement plan, or the Retirement Plan due
to such limitations would be payable under the Equalization Plan.
Estimated annual benefits under the SERP benefit formula are illustrated
in the Pension Plan Benefit Table on page 19. The amounts were calculated
under the single life annuity option form of pension, payable to participants
at the normal retirement age of 65. The amounts shown in the table would be
reduced by the annuity equivalent of the vested portion of General Cable's
contributions under General Cable's Retirement Plan and the Equalization Plan,
including employer provided matching contributions, and 50% of the estimated
age 65 retirement benefit payable under the Social Security Act.
Messrs. Kenny, Virgulak and Siverd have 23, 18, and 22 full credited years,
respectively, with General Cable and its subsidiaries, under the SERP (including
any prior employer service credited). Mr. Kenny and Mr. Siverd have 12 and 11
full credited years of service, respectively, with General Cable and its
subsidiaries, under the RIGP and the Equalization Plan, which represent a
carryover of their years of service with The Penn Central Corporation. All
listed executive officers are 100% vested under the Retirement Plan and
Equalization Plan. Mr. Kenny and Mr. Siverd are 100% vested under the RIGP.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
-----------------------------
General Cable has established a Compensation Committee (the "Committee"),
whose members are four independent directors. The Committee is responsible for
establishing the Company's compensation policy and making decisions regarding:
- Compensation for the Chief Executive Officer and the other named executive
officers, including approving their base salaries and bonus amounts,
target financial performance levels under annual incentive plans, and
granting long-term incentive rewards and retirement benefits.
- Evaluation of the performance of the Chief Executive Officer and other
executive officers of General Cable.
- Making recommendations to the Board of Directors concerning director and
executive officer incentive and equity-based plans.
In carrying out its duties, the Committee draws on the resources of a
compensation consultant retained in 2004 which is independent and reports
directly to the Committee.
-20-
Executive Compensation Philosophy
---------------------------------
The Company's fundamental executive compensation objectives are to ensure
that General Cable attracts and retains a talented executive team and key
employees, and motivates them to take actions to continually enhance shareholder
value. To implement this philosophy in 2005, the Company targeted base salaries
at the 50th percentile of a broad survey of industrial companies of similar
size, scope and complexity, and also used competitive benchmarking. For 2005,
the Company also provided executives with the opportunity to receive total
annual cash compensation at the 50th percentile if target business objectives
were achieved, and an opportunity to earn rewards above that level if
performance exceeded the specified 50th percentile targets. The Committee
believes that Company incentive programs and awards (described below) are
related to achievement of performance goals, which result in a significant
percentage of total compensation being tied to financial objectives and
measures linked directly to shareholder value. For 2006 compensation, the
Committee is utilizing a comparative peer group, including General Cable
competitors, for benchmarking compensation. The 2006 peer group is the same
as was utilized in 2005.
In addition, during 2005 the Committee reviewed General Cable's executive
compensation programs, including a review of tally sheets covering compensation
of each of the executive officers and a review of the total cost of
change-in-control provisions in various benefit plans for the Company's
Leadership Team. Based on this review, the Committee is satisfied that current
executive compensation programs reflect competitive market compensation
practices and also take into account both relative pay and relative performance
criteria.
Components of the Executive Compensation Program
------------------------------------------------
The compensation program for the Company's executive officers in 2005
consisted of the following components: (1) base salary; (2) annual incentive
bonus; (3) long-term incentive compensation consisting of potential awards of
restricted stock, stock options or both; and (4) executive retirement plans and
personal benefits. The Company's incentive programs are the main elements of
the total program that is designed to reward executives for short-term and
long-term enhancements of shareholder value.
BASE SALARIES. The Committee reviews base salaries annually against a
group of benchmark companies at the 50th percentile, and adjusts them as
appropriate in light of Company performance, individual performance and the
executive's position and level of responsibilities. As a result of this
process, Mr. Kenny's annual base salary was increased to $700,000 as of
January 1, 2006, which reflected actual 2005 Company performance above business
plan financial and operating performance metrics, as well as actions taken by
Mr. Kenny to position the Company to benefit from acquisition opportunities,
such as the Silec Cable acquisition. Mr. Siverd's base salary was increased
to $348,676 as of March 1, 2006 and Mr. Virgulak's base salary remained at
$352,260 at that date. The Committee believes that these executives' salaries,
which have been benchmarked against comparable public companies, are
appropriate. The Committee also takes into account individual and Company
performance in setting salary levels.
Annual Incentives. For calendar year 2005, executive officers had the
opportunity to earn cash rewards based on attainment of financial, operational
and individual performance goals. Under the General Cable Annual Incentive
Plan ("AIP"), the Committee at the beginning of each year, formally selects
one or more performance objectives as targets for a particular year in light
of business conditions and the Company's annual Business Plan, including
factors such as levels of earnings per share, net income, and return on net
operating assets. Incentive awards for 2005 performance made in early 2006
based on accomplishment of predetermined performance objectives under the AIP
are included in the Summary Compensation Table on page 14.
-21-
Long-Term Incentives. The Company has used and continues to use
restricted stock, stock options or a combination as long-term incentives to
tighten the relationship between executive compensation and shareholder return
to General Cable's investors. Grants of restricted stock and stock options for
2005 were made to executive officers and are shown in the Summary Compensation
Table on page 14. The Committee considers at least annually whether additional
grants of stock awards authorized under Company incentive plans are appropriate
to increase corporate performance, to encourage increased ownership of the
Company's stock by executive officers, and to foster retention of key
executives. In developing the incentive reward program and in approving awards,
the Committee evaluates the mix of awards and the relationship between
short-term and long-term incentives in the total compensation program.
CHIEF EXECUTIVE OFFICER COMPENSATION
------------------------------------
Mr. Kenny served as President and Chief Executive Officer during 2005.
Under his Employment Agreement, Mr. Kenny was paid an annual salary of $660,000
based on Committee review and consideration of relevant competitive market data
for chief executive officers. Mr. Kenny was also provided an opportunity to
receive a bonus under the AIP equal to 95% of his base salary in 2005, and he
was eligible to receive compensation above that level if actual performance
exceeded the objectives set by the Committee. For 2005, Mr. Kenny received an
incentive award of $940,500 under the AIP as Mr. Kenny significantly
outperformed the performance goals set by the Committee in 2005. He also
received a grant of restricted common stock and stock options, which are
included in the Summary Compensation Table.
The Company and its subsidiaries also provide certain benefit programs in
which the named executive officers participate, and the Committee periodically
reviews the terms of these programs which cover executive officers and other
key employees. The compensation for the executive officers for 2005 is
detailed in this proxy statement. Mr. Kenny's participation in these programs
reflects what the Committee believes is the participation that other executives
at his level in benchmark companies would expect.
POLICY UNDER SECTION 162(M)
---------------------------
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation over $1 million paid to a
corporation's Chief Executive Officer and the four other most highly
compensated officers. Performance-based compensation that has been approved
by shareholders, however, is excluded from the $1 million limit if, among other
requirements, the compensation is payable only upon attainment of
preestablished, objective performance goals and the Board committee that
establishes such goals consists only of "outside directors" (as defined under
Section 162(m)). All members of General Cable's Compensation Committee qualify
as "outside directors."
The Company's general policy is to optimize the deductibility of executive
compensation so long as deductibility is compatible with the more important
objectives of retaining executives and maintaining competitive and motivational
performance-based compensation.
Robert L. Smialek, Chairman
Gregory E. Lawton
Craig P. Omtvedt
John E. Welsh, III
-22-
STOCK PRICE PERFORMANCE GRAPH
-----------------------------
The graph below compares the annual percentage change in cumulative total
shareholder return on General Cable common stock in relation to cumulative
total return of the Standard & Poor's 500 Stock Index, and a peer group of
companies ("2005 Peer Group"). The data shown are for the period beginning
May 16, 1997, the date that General Cable ("BGC") common stock began trading
on the NYSE, through December 31, 2005.
CUMULATIVE RETURN COMPARISON: GENERAL CABLE COMMON STOCK
S&P 500 INDEX AND 2005 PEER GROUP*
GRAPH DATA
May Dec. Dec. Dec. Dec. Dec. Dec. Dec. Dec. Dec.
1997 1997 1998 1999 2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
General Cable 100 167 143 53 32 97 29 62 105 149
2005 Peer Group 100 125 95 157 134 112 52 93 105 108
S&P 500 100 117 148 177 159 138 106 134 146 150
-----------
-----------
* Assumes the value of the investment in General Cable common stock and each
index was 100 on May 16, 1997. The 2005 Peer Group consists of Belden CDT Inc.
(NYSE: BDC), CommScope, Inc. (NYSE: CTV), Draka Holding, N.V. (Euronext
Amsterdam Stock Exchange) and Nexans (Paris Stock Exchange). The 2005 Peer
Group consists of the same companies as in 2004, except that Belden, Inc. and
Cable Design Technologies Corp. merged in July 2004 to become Belden CDT Inc.
Data in the graph reflects the July 2004 merger. Returns in the Peer Group
are weighted by capitalization.
-23-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
In 2005, all compensation determinations and awards were made by the
independent directors who make up the Compensation Committee who are identified
on page 8. There were no interlocking relationships between executive officers
of the Company and the Compensation Committee members or other directors of the
Company during 2005.
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO
AUDIT GENERAL CABLE'S 2006 CONSOLIDATED FINANCIAL STATEMENTS
AND INTERNAL CONTROL OVER FINANCIAL REPORTING
(Proposal 2)
On February 7, 2006 the Audit Committee of General Cable appointed
Deloitte & Touche LLP, along with the member firm of Deloitte & Touche Tohmatsu
and their respective affiliates ("Deloitte"), independent registered public
accounting firm, to audit the consolidated financial statements of General
Cable and its subsidiaries for 2006 and its internal control over financial
reporting as of December 31, 2006. The Board of Directors ratified that
appointment and is submitting it to shareholders for a vote at the Annual
Meeting.
Principal Accounting Firm Fees. Aggregate fees billed to the Company for
the fiscal years ended December 31, 2005 and 2004 by Deloitte and its
affiliates were as follows:
Fiscal Year Ended
----------------------
2005 2004
---------- ----------
Audit Fees (1) $2,425,714 $2,712,036
Audit-related Fees (2) 117,802 406,807
Tax Fees (3) 209,967 285,666
All Other Fees (4) 0 12,829
---------- ----------
$2,753,483 $3,417,338
---------- ----------
---------- ----------
-----------
(1) Includes reviews of registration statements, and related consents and
comfort letters.
(2) Includes employee benefit plan audits and assistance in implementation of
Section 404 of Sarbanes-Oxley Act.
(3) Includes fees for tax compliance, consultation and planning.
(4) Includes fees for permitted actuarial and secretarial services in 2004.
General Cable expects representatives of Deloitte to attend the Annual
Meeting proceedings in the United States and be available to respond to
appropriate questions from shareholders. The Deloitte representatives will
also have the opportunity to make a statement if they so desire.
The Board of Directors recommends that shareholders vote FOR the proposal
to ratify the appointment of Deloitte & Touche, LLP to audit General Cable's
2006 consolidated financial statements and internal control over financial
reporting.
-24-
OTHER INFORMATION
Solicitation of Proxies
-----------------------
Solicitation of proxies is being made by management at the direction of
General Cable's Board of Directors, without additional compensation, through
the mail, in person or by telephone. The cost will be borne by General Cable.
In addition, General Cable will request brokers and other custodians, nominees
and fiduciaries to forward proxy soliciting material to the beneficial owners
of shares held of record and General Cable will reimburse them for their
expenses in so doing. General Cable has retained Mellon Investor Services LLC
to aid in the solicitation of proxies for a fee of $5,500 plus out-of-pocket
expenses.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires General
Cable's directors and executive officers, and persons who own more than 10% of
a registered class of equity securities, to file initial reports of ownership
and reports of changes in ownership of General Cable common stock with the SEC.
These persons are required by SEC regulations to furnish General Cable with
copies of all Section 16(a) forms which they file. Based on review of the
copies of forms furnished to General Cable and filed with the SEC, General
Cable believes that all such SEC filings during 2005 complied with the
reporting requirements.
Shareholder Proposals for 2007 Annual Meeting
---------------------------------------------
Shareholder proposals under Rule 14a-8 of the Securities Exchange Act of
1934 for the 2007 Annual Meeting of Shareholders must be received by General
Cable no later than November 28, 2006, in order to be considered for inclusion
in General Cable's proxy statement and a form of proxy for that meeting.
Shareholder proposals not made under Rule 14a-8 must be made in accordance
with the 60 (sixty) day advance notice procedure described on pages 9-10. All
proposals must be communicated in writing to the Secretary of General Cable at
its World Headquarters at 4 Tesseneer Drive, Highland Heights, Kentucky 41076.
By Order of the Board of Directors,
ROBERT J. SIVERD
Secretary
Highland Heights, Kentucky
March 30, 2006
-25-
APPENDIX A
----------
GENERAL CABLE AUDIT COMMITTEE CHARTER
Purpose
-------
The Audit Committee's purpose is (A) to assist in Board oversight of (i)
the integrity of the Company's financial statements, (ii) the Company's
compliance with legal and regulatory requirements, (iii) the independent
auditor's qualifications and independence, and (iv) the performance of the
Company's internal audit function and independent auditor; and (B) to prepare
an audit committee report as required by the SEC's rules for inclusion in the
Company's annual proxy statements. If the Company does not file a proxy
statement, the report will be included in the Company's annual report on SEC
Form 10-K.
The Audit Committee is responsible for the duties and responsibilities set
forth in this charter, but its role is one of oversight, and therefore, it is
not responsible either for the preparation of the Company's financial
statements or the auditing of the Company's financial statements. Management
has the responsibility for preparing the financial statements and implementing
internal controls and the independent auditors have the responsibility for
auditing the financial statements and monitoring the effectiveness of the
internal controls, subject, in each case, to the oversight of the audit
committee described in this charter.
Composition
-----------
There will be a committee of the board of directors (the "Board") to be
known as the Audit Committee which will be composed of at least three (3)
directors, each of whom will satisfy the independence and financial literacy
requirements of the New York Stock Exchange and all other applicable regulatory
requirements, subject to the effective dates and relevant transition periods.
In addition, at least one member of the Audit Committee will have the required
accounting or related financial management expertise as the Board interprets
such qualification in its business judgment. No member of the Audit Committee
will simultaneously serve on the audit committee of more than three public
companies unless the Board determines that the simultaneous service would not
impair the ability of the Audit Committee member to effectively serve on this
Audit Committee and discloses the determination in the Company's annual proxy
statement or, if the Company does not file an annual proxy statement, in the
Company's annual report on Form 10-K filed with the SEC.
The Non-Executive Chairman upon consultation with other members of the
Board will elect or appoint a chairperson of the Audit Committee (or, if he
does not do so, the Audit Committee members will elect a chairperson by vote
of a majority of the full committee). The Audit Committee chairperson will
have authority to act on behalf of the Audit Committee between meetings.
Duties and Responsibilities
---------------------------
The duties and responsibilities of the Audit Committee are set forth below.
The Audit Committee will:
(A) be directly responsible for the appointment, compensation, retention
and oversight of the work of any registered public accounting firm
engaged (including resolution of disagreements between management
and the auditor regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit,
review or attest services for the Company; each such registered
public accounting firm must report directly to the Audit Committee.
A-1
(B) establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and (ii) the confidential,
anonymous submissions by Company employees of concerns regarding
questionable accounting or auditing matters;
(C) have the authority to engage independent counsel and other advisers
as it determines necessary to carry out its duties;
(D) receive appropriate funding from the Company, as determined by the
Audit Committee in its capacity as a committee of the Board, for
payment of: (i) compensation to any registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Company;
(ii) compensation to any advisers employed by the Audit Committee;
and (iii) ordinary administrative expenses of the Audit Committee
that are necessary or appropriate in carrying out its duties;
(E) at least annually, obtain and review a report by the independent
auditor describing (i) the firm's internal quality-control procedures;
(ii) any material issues raised by the most recent internal quality-
control review or peer review of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and (iii) (to assess the auditor's independence) all
relationships between the independent auditor and the Company;
(F) review and discuss the Company's annual audited financial statements
and quarterly financial statements with management and the
independent auditor, including the Company's disclosures under
"Management's Discussion and Analysis of Financial Condition and
Results of Operations";
(G) discuss the Company's earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating
agencies;
(H) discuss policies with respect to risk assessment and risk management;
(I) meet separately, from time to time, with management, internal
auditors (or other personnel or independent contractors responsible
for the internal audit function) and the independent auditors;
(J) review with the independent auditor any audit problems or
difficulties and management's response, including discussion of the
responsibilities, budget and staffing of the Company's internal
control function;
(K) set clear hiring policies for employees or former employees of the
independent auditors;
(L) report regularly to the Board;
(M) make an annual performance evaluation of the Audit Committee;
(N) review and assess the adequacy of the Audit Committee's charter
annually;
A-2
(O) comply with the preapproval requirements of Section 10A(i) of the
Securities Exchange Act of 1934; and
(P) make such other recommendations to the Board on such matters, within
the scope of its function, as may come to its attention and which in
its discretion warrant consideration by the Board.
Meetings
--------
The Audit Committee will meet on a quarterly basis each year and more
frequently as circumstances require. One or more meetings may be conducted in
whole or in part by telephone conference call or similar means if it is
impracticable to obtain the personal presence of each Audit Committee member.
The Company will make available to the Audit Committee, at its meetings and
otherwise, individuals and firms as may be designated from time to time by the
Audit Committee, such as members of management including (but not limited to)
the internal audit and accounting staff, the independent auditors, inside and
outside counsel, and other individuals or firms (whether or not employed by the
Company and including any corporate governance employees and individuals or
entities performing internal audit services as independent contractors).
Delegation
----------
Any duties and responsibilities of the Audit Committee, including but not
limited to the authority to preapprove all audit and permitted non-audit
services, may be delegated to one or more members of the Audit Committee or a
subcommittee of the Audit Committee.
NOTICE OF
2006
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
GENERAL CABLE
GENERAL CABLE CORPORATION
HIGHLAND HEIGHTS, KENTUCKY
PROXY FOR 2006 ANNUAL MEETING OF SHAREHOLDERS, MAY 18, 2006
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors of General Cable Corporation ("General Cable" or
the ("Company") is providing this Proxy Statement for the solicitation of
proxies from holders of outstanding common stock for the 2006 Annual Meeting of
Shareholders("Annual Meeting") on May 18, 2006, and at any adjournment of the
meeting. The Annual Meeting will be held at 3:00 p.m., Central European Summer
Time, Thursday, May 18, 2006, at the European Headquarters offices of General
Cable Corporation, Casanova, 150, 08036 Barcelona, Spain. Proceedings of the
meeting will be simultaneously transmitted to the World Headquarters of the
Company beginning at 9:00 a.m., Eastern Daylight Time, at 4 Tesseneer Drive,
Highland Heights, Kentucky 41076. General Cable is sending this Proxy
Statement, proxy form, and General Cable's Annual Report to Shareholders for
2005 to all shareholders entitled to receive notice and to vote at the Annual
Meeting beginning on or about April 3, 2006.
The Board knows of no other matters to be presented for shareholder action
at the Annual Meeting. In addition, on matters raised at the Annual Meeting
that are not covered by this Proxy Statement, the persons named in the proxy
card will have full discretionary authority to vote unless a shareholder has
followed the advance notice procedures discussed on the reverse side under
"Nominees for Director." If any nominee for election as a director becomes
unable to accept nomination or election, which we do not anticipate, the
persons named in the proxy will vote for the election of another person
recommended by the Board.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
-------------------------------------------------------------------------------
ADDRESS CHANGE/COMMENTS (MARK THE CORRESPONDING BOX ON THE REVERSE SIDE)
-------------------------------------------------------------------------------
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YOUR VOTE IS IMPORTANT
YOU CAN VOTE IN ONE OF THREE WAYS:
1. Vote by Internet at http://www.proxyvoting.com/bgc
or
2. Call toll free 1-866-540-5760 on a touch-tone telephone and follow the
instructions on the reverse side. There is NO CHARGE to you for this
call
or
3. Mark, sign and date your proxy card and return it promptly in the
enclosed envelope.
PLEASE VOTE
TO VIEW OUR ANNUAL REPORT ONLINE
GO TO: http//www.generalcable.com
1. Election of Directors: Gregory E. Lawton and Craig P. Omtvedt
FOR all nominees listed above (except as marked to the contrary) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed above [ ]
To withhold authority to vote for any individual nominee, write that
nominee's name on the space provided below.
-----------------------------------------------------------------------
2. Ratify the appointment of Deloitte & Touche LLP to audit the 2006
consolidated financial statements of General Cable.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Check box if you plan to attend the Annual Meeting [ ]
Choose MLink(SM) for fast, easy and secure 24/7 online access to your future
proxy materials, investment plan statements, tax documents and more. Simply
log on to Investor ServiceDirect(R) at www.melloninvestor.com/isd where
step-by-step instructions will prompt you through enrollment.
Signature________________________________________
Signature________________________________________ Date_________
Please sign exactly as your name or names appear here. When shares are held by
joint tenants, all should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign name by authorized person.
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
Internet and telephone voting is available through 11:59 PM Eastern Time the
day prior to annual meeting day.
YOUR INTERNET OR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY
CARD.
INTERNET
http://www.proxyvoting.com/bgc
------------------------------
Use the Internet to vote your proxy.
Have your proxy card in hand when you access the web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to vote your proxy.
Have your proxy card in hand when you call.
OR
MAIL
Mail, sign and date your proxy card and
return it in the enclosed postage-paid envelope.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.