SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
CORRPRO COMPANIES, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[CORRPRO COMPANIES LOGO]
World Headquarters
1090 Enterprise Drive
Medina, OH 44256
Tel: 330/723-5082 - Fax:
330/723-0694
http://www.corrpro.com
August 30, 2002
Dear Corrpro Shareholders:
We invite you to attend Corrpro's 2002 annual shareholders' meeting. It
will be held on Thursday, September 19, 2002, at the Best Western, 2875 Medina
Road, Medina, Ohio 44256, beginning at 10:00 a.m., eastern daylight savings
time.
During the meeting, we will review the performance of our business over the
past fiscal year and will consider the matters explained in the formal notice
and proxy statement that follows.
Please vote, sign and return the enclosed proxy as soon as possible,
whether or not you plan to attend the meeting. Your vote is important.
Sincerely,
/s/ Joseph W. Rog
Joseph W. Rog
Chairman of the Board, Chief Executive Officer,
and President
[CORRPRO COMPANIES LOGO]
World Headquarters
1090 Enterprise Drive
Medina, OH 44256
Tel: 330/723-5082 - Fax:
330/723-0694
http://www.corrpro.com
CORRPRO COMPANIES, INC.
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD SEPTEMBER 19, 2002
--------------------------------------------------------------------------------
To the Holders of Common Shares of
Corrpro Companies, Inc.:
We will hold the annual shareholders' meeting of Corrpro Companies, Inc. at
the Best Western, 2875 Medina Road, Medina, Ohio 44256, on Thursday, September
19, 2002, at 10:00 a.m., eastern daylight savings time.
The meeting's purpose is to:
1. Elect three directors; and
2. Consider any other matters which properly come before the meeting and
any adjournments.
Only holders of record of common shares at the close of business on August
15, 2002 are entitled to receive notice of and to vote at the meeting. A list of
the shareholders entitled to vote will be available for examination at the
meeting by any shareholder for any proper purpose related to the meeting.
We have enclosed our fiscal 2002 annual report, which includes our
financial statements, and our proxy statement with this notice of annual
meeting.
To assure your wishes are carried out, please vote, sign and mail the
enclosed proxy as soon as possible. We have enclosed a postage prepaid return
envelope. Your proxy is being solicited on behalf of Corrpro's Board of
Directors.
/s/ John D. Moran
John D. Moran
Secretary
August 30, 2002
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
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CORRPRO COMPANIES, INC.
PROXY STATEMENT
GENERAL INFORMATION
ANNUAL SHAREHOLDERS' MEETING
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Corrpro's 2002 annual shareholders' meeting will be held on September 19,
2002, beginning at 10:00 a.m., eastern daylight savings time. It will be held at
the Best Western, 2875 Medina Road, Medina, Ohio 44256.
RECORD DATE
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Shareholders of record as of the close of business on August 15, 2002 are
entitled to vote at the meeting. Each share is entitled to one vote. On August
15, 2002, we had 8,408,276 common shares outstanding.
AGENDA
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The purpose of the meeting is to:
1. Elect three directors; and
2. Consider any other proper business.
PROXIES
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We will follow your voting instructions on the proxy card that you return.
If no instructions are given, we will vote signed proxies FOR the Board's
nominees. The proxy holders will use their discretion on other matters. If a
nominee is unable to serve or for good cause will not serve as a director, the
proxy holders will vote for a person whom they believe will carry on our present
policies.
PROXIES SOLICITED BY
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Corrpro is soliciting this proxy on behalf of the Corrpro Board of
Directors.
FIRST MAILING DATE
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This proxy statement is being mailed to shareholders on or about August 30,
2002.
REVOKING YOUR PROXY
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You may revoke your proxy before it is voted at the meeting. To revoke,
follow the procedures listed under "Voting Procedures/Revoking Your Proxy."
FISCAL YEAR
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Our fiscal year is the 12-month period beginning April 1 and ending March
31. Unless otherwise noted, we are presenting information for our fiscal year
that ended March 31, 2002. Fiscal 2002 means our most recently completed fiscal
year, which ended March 31, 2002. Fiscal 2003 means our current fiscal year that
will end March 31, 2003.
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COSTS OF RESOLICITATION.
2
TABLE OF CONTENTS
General Information......................................... 1
Proposal One: Election of Directors......................... 3
Board Information........................................... 6
Board Compensation.......................................... 6
Compensation Committee Report on Executive
Compensation(1)........................................... 7
Company Stock Performance(1)................................ 9
Executive Compensation and Other Information(1)............. 10
Section 16(a) Beneficial Ownership Reporting Compliance..... 15
Corrpro Share Ownership..................................... 15
Compensation Committee Interlocks and Insider
Participation............................................. 17
Audit Committee Report(1)................................... 17
Independent Auditors........................................ 18
Voting Procedures/Revoking Your Proxy....................... 18
Proxy Solicitation.......................................... 19
Submission of Shareholder Proposals......................... 19
Other Business.............................................. 20
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(1)The Compensation Committee Report on Executive Compensation, the Company
Stock Performance Graph, the Report on Repricing and the Audit Committee
Report will not be incorporated by reference into any present or future
filings we make with the SEC, even if those reports incorporate all or any
part of this proxy statement.
PROPOSAL ONE: ELECTION OF DIRECTORS
BOARD STRUCTURE
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The number of directors on the Board is set at seven. The directors are
divided into two classes. At each annual meeting, the term of one class expires.
Directors in each class serve for two-year terms.
BOARD NOMINEES FOR TERMS EXPIRING AT THE 2004 ANNUAL MEETING:
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We will elect three directors this year. We urge you to vote FOR Mr. Baach,
Mr. Millis, and Dr. Rogers as directors for a two-year term ending at the 2004
annual shareholders' meeting. Each of the nominees has agreed to continue to
serve as a director if elected.
MICHAEL K. BAACH
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Mr. Baach has been a director of Corrpro since August 2000 and an Executive
Vice President since April 1993. Mr. Baach was our Vice President of Sales and
Marketing from our formation in 1984 until February 1992 when he was elected
Senior Vice President. Mr. Baach has over 20 years of experience in the
corrosion control market and has been responsible for Corrpro's marketing and
sales activities, manufacturing and international operations. Mr. Baach attended
Cuyahoga Community College. Age 47.
3
HARRY W. MILLIS
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Mr. Millis has been a director of Corrpro since February 2002. Mr. Millis
has been Managing Director of SM Berger & Company, Inc., an investor relations
consulting firm, since January 1999. From April 1991 to January 1999, he was
Managing Director for Fundamental Research, Inc., an investment research
corporation. Mr. Millis began his financial career at National City Bank, was a
general partner in the brokerage firm of Prescott, Ball & Turben, where he also
served as Partner in Charge of Institutional Research, and then joined McDonald
& Co. as a general partner in 1979. Age 65.
WARREN F. ROGERS
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Dr. Rogers has been a director of Corrpro since July 1996. Dr. Rogers has
been President of Warren Rogers Associates, Inc., a Newport, Rhode Island firm
which provides underground storage tank management and consulting services,
including mathematical and statistical modeling, since 1979. Dr. Rogers also
served as a Vice President of the Center for Naval Analysis in Alexandria,
Virginia from 1982 to 1989. He earned a Ph.D. in statistics from Stanford
University and has an M.S. in Operations Research from the U.S. Naval Post-
Graduate School. Age 72.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THESE NOMINEES.
4
CONTINUING DIRECTORS WHOSE
TERMS EXPIRE AT THE 2003 ANNUAL MEETING:
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JOSEPH W. ROG
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Mr. Rog has been a director and Corrpro's Chief Executive Officer since our
formation in 1984. Mr. Rog became Chairman of the Board in June 1993 and has
been President since June 1995. Mr. Rog also was Corrpro's President between
January 1984 and June 1993. Mr. Rog has over 35 years of industry experience in
various technical and management capacities, and particularly in corrosion
analysis and the design and implementation of corrosion control systems. He
graduated from Kent State University with a Bachelor of Science degree in
Geology, and also has completed the Graduate School of Business course at
Stanford University. Age 62.
DAVID H. KROON
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Mr. Kroon has been a director of Corrpro since 1984, and an Executive Vice
President since April 1993. Mr. Kroon is currently our Executive Vice President,
Engineering. He served as Senior Vice President of Corrpro from its formation in
1984 until April 1993. Mr. Kroon has over 30 years of engineering and consulting
experience in the corrosion control market, including management of business,
planning, policies and procedures, and professional development. Mr. Kroon
graduated from Yale University with a Bachelor of Science degree in Chemistry.
Age 53.
C. RICHARD LYNHAM
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Mr. Lynham has been a director of Corrpro since June 1992. Since 1992, Mr.
Lynham has been the owner and Chief Executive Officer of Harbor Castings, Inc.,
an investment-casting foundry holding company with wholly-owned subsidiaries in
North Canton, Ohio, Piney Flats, Tennessee, and Muskegon, Michigan. From 1984 to
1992, he was Group Vice President, Industrial Ceramics, for Ferro Corporation, a
Fortune 500 manufacturer of specialty industrial products. Mr. Lynham is a
director of Western Reserve Bancorp, Inc. He holds the degrees of Bachelor of
Mechanical Engineering from Cornell University and Master of Business
Administration from Harvard University. Age 60.
NEAL R. RESTIVO
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Mr. Restivo has been a director since January 2001. Mr. Restivo is
currently Vice President of Operations and Finance and Chief Financial Officer
of Weatherchem Corporation, a provider of dispensing and packaging products,
which he joined in October 2001. From February 2001 until September 2001, Mr.
Restivo was Vice President, Chief Financial Officer, Secretary and Treasurer at
Grand Eagle, Inc., a motor, transformer and power system repair services
company. From October 1995 to January 2001, Mr. Restivo was employed as
Corrpro's Chief Financial Officer, Secretary and Treasurer. He was also elected
Senior Vice President in October 1995 and became an Executive Vice President of
Corrpro in March 1998. Mr. Restivo graduated from Miami University, Ohio with
the degree of Bachelor of Science, Accountancy. Age 42.
5
BOARD INFORMATION
BOARD MEETINGS:
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In fiscal 2002, the Board held a total of seven meetings. Each director
attended at least 75% of all Board and applicable Committee meetings.
BOARD COMMITTEES:
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The Board has an Audit Committee and a Compensation Committee, which has a
subcommittee. The Audit Committee's primary function is to assist the Board in
fulfilling its oversight responsibility by reviewing the financial information
which will be provided to shareholders and others, the systems of internal
financial controls that management and the Board have established, and the audit
process. The specific functions and responsibilities of the Audit Committee are
set forth in the Audit Committee Charter, a copy of which was attached to
Corrpro's 2001 proxy statement as Appendix A. The Audit Committee reports its
activities to the Board on a regular basis. The Audit Committee held eight
meetings in fiscal 2002. Current Members: Mr. Lynham (Chairperson), Dr. Rogers,
and Mr. Restivo.
The Compensation Committee reviews and approves the Chief Executive
Officer's ("CEO") compensation and, upon consultation with the CEO, compensation
for the officers of Corrpro and its subsidiaries who report directly to the CEO.
It also establishes, amends, and determines awards under executive compensation
plans and programs; oversees selection of and meets with outside consultants to
review Corrpro's executive compensation programs as appropriate; and reviews
Board responsibilities, recommends the number of directors, and is authorized to
nominate directors and Committee members. The Compensation Committee, held two
meetings during fiscal 2002, one of which was held concurrently with its Stock
Option Subcommittee. Current Members: Mr. Lynham, Mr. Rog and Dr. Rogers
(Chairperson). Its Stock Option Subcommittee, which administers and authorizes
awards under certain of Corrpro's compensation plans, is comprised of Mr. Lynham
and Dr. Rogers (Chairperson).
The entire Board elected to exercise its right to nominate the directors
standing for election at the 2002 annual shareholders' meeting. The Compensation
Committee will consider in its discretion director nominees recommended by
shareholders for election at an annual shareholders' meeting if a written
nomination is received by our corporate secretary not later than 60 days before
the date on which we first mailed our proxy materials for the prior year's
annual shareholders' meeting.
BOARD COMPENSATION
RETAINER AND FEES
--------------------------------------------------------------------------------
Corrpro pays non-employee directors an annual retainer of $12,000. Corrpro
also pays non-employee directors $1,000 ($1,200 for a Committee chairperson) for
each in-person Board or Committee meeting attended and $350 ($550 for a
Committee chairperson) for each telephonic Board or Committee meeting attended.
Corrpro also reimburses its directors for reasonable out-of-pocket expenses
incurred in attending Board and Committee meetings.
In May 2001, we reviewed our non-employee directors' historic level of
compensation and the compensation levels of directors within our industry and at
other publicly held companies. As a result, we recommended to the Compensation
Committee an increase in our
6
director's cash compensation. The Compensation Committee expressed its desire to
align more closely the compensation of our outside directors with the
performance of Corrpro and the interests of the shareholders. The Compensation
Committee asked Corrpro to explore the use of equity incentives in lieu of
increasing the cash retainer to accomplish this purpose. As a result, the Board
approved the 2001 Non-Employee Directors' Stock Appreciation Rights Plan, which
became effective May 17, 2001. Pursuant to the plan, a one-time grant of vested
stock appreciation rights was made to non-employee directors then serving on the
Board at an exercise price of $2.10 per share. The stock appreciation rights
entitle each eligible director to be paid in cash, subject to the applicable
terms and conditions of the grant, on or after May 17, 2006, the amount of
appreciation in the fair market value over the exercise price of 10,000 Corrpro
common shares between May 17, 2001 and May 17, 2006.
In connection with the Audit Committee's investigation of accounting
irregularities discovered at Corrpro's Australian subsidiary, the Board approved
an arrangement to compensate the Audit Committee members for their time and
expenses devoted to the investigation. The Audit Committee members receive their
approved standard meeting fee for meetings convened to address the
investigation. In addition, Corrpro compensates each Audit Committee member at
the rate of $275 per half day and $550 per full day for time (other than for
time spent in Committee meetings) devoted to the investigation.
DEFERRED COMPENSATION PLAN
--------------------------------------------------------------------------------
Eligible directors may elect to defer payment of all or any part of their
retainer and fees under the Deferred Compensation Plan for Outside Directors.
Participating directors elect an investment model which determines the return on
their deferred funds. The investment model can include Corrpro common shares.
Deferred portions are payable in a lump sum, over a period of five years or over
a period of ten years. The director specifies in advance the date on which
payments will begin. Payments may be accelerated if the director dies or becomes
disabled.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
--------------------------------------------------------------------------------
Under the 1997 Non-Employee Directors' Stock Option Plan, Corrpro
automatically grants stock options to purchase 2,500 Corrpro common shares at
fair market value on the date a director is first elected and, beginning the
next calendar year, on each September 30th on which the individual continues as
a Corrpro director.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE COMPENSATION COMMITTEE
--------------------------------------------------------------------------------
Corrpro's Compensation Committee generally exercises the Board's powers in
determining the compensation of Corrpro's executive officers. The Compensation
Committee also administers Corrpro's incentive plans, including, through its
Stock Option Subcommittee, the 1997 Long-Term Incentive Plan. The Stock Option
Subcommittee is comprised only of non-employee directors as defined by the SEC.
Mr. Rog, who is a member of the Compensation Committee, abstains from actions on
his own compensation. Generally, executive officer compensation is made up of
base salary and both cash and equity incentive compensation. All compensation
components are described below.
7
BASE SALARIES
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The Compensation Committee reviews recommendations and sets the base
salaries of the named executive officers each fiscal year. In performing this
review, the Compensation Committee considers the compensation practices of
comparable companies, competitive trends, individual performance, performance of
the company as a whole, and duties and responsibilities of the officers.
In establishing Mr. Rog's base salary for fiscal 2002, the Compensation
Committee considered published market data on domestic industrial companies of
similar size. The Compensation Committee believed it was necessary to consider a
broad group of domestic industrial companies of similar size for salary
comparisons since this broad group of companies competes for the talent of the
executive officers.
INCENTIVE COMPENSATION
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Cash Incentives. Corrpro maintains an annual cash incentive bonus program.
Key employees, including the executive officers, can earn cash incentive
bonuses. Incentive bonuses for executive officers are determined based on
established targeted and maximum plan year earnings and return on assets
performance goal thresholds for the company as a whole and for individual
business units. Corresponding bonus amounts have been determined for each plan
participant. The bonus payable is equal to the sum of the bonus amount earned
upon achievement of the applicable earnings goal threshold plus the bonus amount
earned upon achievement of the applicable return on assets goal threshold, plus
other specific criteria. The performance goal thresholds for the company as a
whole are based on total consolidated earnings before taxes and bonus and return
on assets. Business unit thresholds are generally based on business unit
earnings after allocated interest charges and before taxes, corporate charge,
and bonus of the business unit and return on assets. In determining the size of
target awards for the CEO and other executive officers for fiscal 2002, the
Compensation Committee reviewed the performance of each executive relative to
such executive's individual goals.
Equity Incentives. In fiscal 2001, the Stock Option Subcommittee approved a
stock option surrender program in which our executive officers were eligible to
participate. The Stock Option Subcommittee believed that many of our outstanding
stock options were not achieving the purpose for which they were designed
because the exercise prices were significantly higher than the prevailing fair
market value of the common shares. The Stock Option Subcommittee determined that
the surrender program, which commenced in December 2000, was in the best
interests of Corrpro, the participants and the shareholders and would serve the
options' purpose of increasing shareholder value under current circumstances by
helping to motivate and retain employees. Under the program, eligible
participants were provided the opportunity to surrender voluntarily any or all
of their eligible existing Corrpro stock options (generally those granted prior
to fiscal 2001) and have a like number of new options issued at a date at least
six months in the future at the fair market value of the common shares at that
time.
Respectfully submitted,
Compensation Committee:
C. Richard Lynham
Joseph W. Rog
Warren F. Rogers
8
COMPANY STOCK PERFORMANCE
The graph below compares the cumulative total shareholders return from
investing $100 on March 31, 1997 in Corrpro common shares, the S&P 500 Index,
and an index of peer companies. The graph assumes that all dividends, if any,
were reinvested. The peer companies offer a broad range of engineering,
environmental and cost construction services. They include Exponent, Inc.,
Harding Lawson Associates Group, Inc. (through June 2000, after which its
results are no longer available), Michael Baker Corp. and, for periods prior to
fiscal 1999, Tanknology Environmental, Inc. Tanknology Environmental, Inc.'s
results are no longer available as of the end of fiscal 1999.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN
MARCH 31, 1997 TO MARCH 31, 2002
[GRAPH]
1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------ ------
CORRPRO COMPANIES, INC. ... 100.00 153.90 147.73 61.69 21.43 14.29
S&P 500.................... 100.00 148.00 175.32 206.78 161.95 162.35
PEER GROUP................. 100.00 149.80 101.02 129.69 121.08 149.88
9
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF COMPENSATION
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The following table summarizes the compensation we paid our CEO and each of
the four other most highly compensated executive officers for fiscal 2002, 2001,
and 2000.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
NAME AND PRINCIPAL FISCAL OTHER ANNUAL STOCK ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION(1)
----------------------------------------------------------------------------------------------------------
Joseph W. Rog................ 2002 $285,000 $ 0 $0 206,250(2) $8,418
Chairman of the Board,..... 2001 285,000 0 0 28,000 8,543
Chief Executive Officer.... 2000 274,000 0 0 0 7,850
and President
Michael K. Baach............. 2002 180,000 0 0 56,250(2) 6,628
Executive Vice
President,............... 2001 180,000 0 0 17,000 6,690
Sales...................... 2000 165,000 0 0 0 6,341
George A. Gehring, Jr........ 2002 172,000 17,355(3) 0 131,250(2) 6,881
Executive Vice
President,............... 2001 172,000 0 0 17,000 6,865
Operations................. 2000 165,000 0 0 0 6,021
David H. Kroon............... 2002 170,000 0 0 46,875(2) 6,016
Executive Vice
President,............... 2001 170,000 0 0 17,000 6,120
Engineering................ 2000 160,000 0 0 0 4,967
Barry W. Schadeck............ 2002 180,000 0 0 91,250(2) 0
Executive Vice
President,............... 2001 180,000 0 0 17,000 0
Manufacturing and
President................ 2000 165,000 0 0 0 0
of Corrpro Canada, Inc.
-------------------------
(1)Amounts represent matching contributions under Corrpro's 401(k) retirement
savings plan.
(2)These options were granted in June 2001 pursuant to Corrpro's stock option
surrender program in an amount equal to the same number of options
surrendered under the program. The new options are subject to the terms of
the applicable option agreement and the provisions of the Corrpro 1997
Long-Term Incentive Plan and become exercisable in equal annual increments on
the first, second and third anniversaries of the grant date.
(3)Amount represents bonus earned pursuant to Corrpro's Management Incentive
Plan for fiscal 2002.
10
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table lists our grants during fiscal 2002 of stock options to
the officers named in the Summary Compensation Table. The amounts shown as
potential realizable values rely on arbitrarily assumed increases in value
required by the SEC. The ultimate value of the options depends on actual future
share prices. Market conditions and other factors can influence those future
share values, and the amounts shown below are not intended to forecast future
appreciation of Corrpro Common Shares.
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
-------------------------------------------------------------------------------------- ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE OPTION TERM
OPTIONS/SARS EMPLOYEES IN PRICE --------------------
NAME GRANTED(1) FISCAL YEAR PER SHARE(2) EXPIRATION DATE 5% 10%
-------------------------------------------------------------------------------------------------------------
Joseph W. Rog........ 206,250 30.8% $2.55 June 29, 2011 $330,759 838,209
Michael K. Baach..... 56,250 8.4 2.55 June 29, 2011 90,207 228,602
George A. Gehring,
Jr................. 131,250 19.6 2.55 June 29, 2011 210,483 533,406
David H. Kroon....... 46,875 7.0 2.55 June 29, 2011 75,173 190,502
Barry W. Schadeck.... 91,250 13.6 2.55 June 29, 2011 146,335 370,843
---------------
(1)These options were granted in June 2001 pursuant to Corrpro's stock option
surrender program in an amount equal to the same number of options
surrendered under the program. The new options are subject to the terms of
the applicable options agreement and the provisions of the Corrpro 1997
Long-Term Incentive Plan and become exercisable in equal annual increments on
the first, second and third anniversaries of the grant date. The options also
may become exercisable upon a change in control as defined either in the 1997
Long-Term Incentive Plan or the applicable change in control agreements
entered into by Corrpro and the named executive officers. The new options
were granted subject to a new 3-year vesting schedule, regardless of the
vested status of the options surrendered.
(2)Based on the closing price of the common shares of $2.55 on the New York
Stock Exchange on June 30, 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table shows for the officers named in the summary
compensation table above information about their exercise of stock options to
purchase common shares during fiscal 2002 and their unexercised stock options to
purchase common shares at March 31, 2002.
VALUE OF
UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING OPTIONS OPTIONS AT FISCAL
ACQUIRED VALUE AT FISCAL YEAR-END YEAR-END
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($) UNEXERCISABLE UNEXERCISABLE(1)
-------------------------------------------------------------------------------------------------
Joseph W. Rog............... None N/A 45,000 234,250 0 0
Michael K. Baach............ None N/A 18,750 73,250 0 0
George A. Gehring, Jr....... None N/A 15,600 148,250 0 0
David H. Kroon.............. None N/A 18,750 63,875 0 0
Barry W. Schadeck........... None N/A 0 108,250 0 0
---------------
(1)Based on the fact that the closing price of Corrpro's common shares on March
29, 2002 was less than the exercise price of the options, none of the
outstanding options were in-the-money.
11
In fiscal 2001, we initiated a stock option surrender program. Under the
program, eligible participants were provided the opportunity to surrender
voluntarily any or all of their eligible existing Corrpro stock options
(generally those granted prior to fiscal 2001) and have a like number of new
options issued at a date at least six months in the future at the fair market
value of the common shares at that time.
In exchange, Corrpro granted new options on June 30, 2001 in an amount
equal to the same number of options surrendered under this program. Participants
who surrendered options had to be in our employ on the date the new options were
granted in order to receive a grant of new options. The new options are subject
to the terms of the applicable option agreement and the provisions of the
Corrpro 1997 Long-Term Incentive Plan.
These new options were granted at an exercise price of $2.55 per share, the
fair market value of our common shares on June 30, 2001. The new options become
exercisable in equal annual increments on the first, second and third
anniversaries of the grant date. The new options were granted subject to a new
3-year vesting schedule, regardless of the vested status of the options
surrendered.
In December 2000, Messrs. Rog, Baach, Gehring, Kroon, and Schadeck
surrendered, respectively: 206,250; 56,250; 131,250; 46,875; and 91,250
previously granted options. On June 30, 2001, each was granted a like number of
options, subject to a new vesting schedule, at the June 30, 2001 fair market
value of $2.55 per share.
REPORT ON REPRICING
The Compensation Committee of Corrpro's Board of Directors believes that
hiring and retaining key employees and service providers is central to
implementing its business plan. In furtherance of these goals, in the fourth
quarter of 2001 implemented an option exchange program. This program entitled
all option holders holding options granted prior to March 31, 2000 to tender
their options to Corrpro. In return, Corrpro agreed to grant such holder, if
still an employee, replacement options not less than six months after the
tender.
These replacement options have exercise prices equal to the fair market
value of Corrpro's common shares on the date of re-grant. Each replacement
option has a term of 10 years and becomes exercisable over a period of three
years from the date of grant through June, 2004.
The following table sets forth certain information concerning the exchange
program, including (i) the name and position of each executive officer and
director who participated in the exchange program, (ii) the date of acceptance
of tender, (iii) the number of securities underlying the options repriced, (iv)
the market price of stock at time of repricing, (v) the exercise price at time
of repricing, (vi) the new exercise price and (vii) the length of the original
option term remaining at the time of repricing.
12
TEN YEAR OPTION REPRICING
LENGTH OF
NUMBER OF MARKET ORIGINAL
SECURITIES PRICE OF EXERCISE OPTION TERM
UNDERLYING STOCK AT PRICE AT NEW REMAINING AT
OPTIONS TIME OF TIME OF EXERCISE DATE OF
NAME DATE REPRICED REPRICING REPRICING PRICE REPRICING
-----------------------------------------------------------------------------------------------------
Joseph W. Rog............... 06/30/01 50,000 $2.55 $ 6.77 $2.55 4.8 years
Chairman of the Board, 06/30/01 50,000 2.55 7.65 2.55 5.8
CEO, President and
Director 06/30/01 25,000 2.55 9.60 2.55 6.1
06/30/01 25,000 2.55 12.00 2.55 6.5
06/30/01 31,250 2.55 11.25 2.55 6.8
06/30/01 25,000 2.55 12.80 2.55 6.9
Michael K. Baach............ 06/30/01 15,000 2.55 7.75 2.55 4.9 years
Executive Vice President, 06/30/01 12,500 2.55 9.60 2.55 6.1
Sales and Director 06/30/01 18,750 2.55 11.25 2.55 6.8
06/30/01 10,000 2.55 12.80 2.55 6.9
George A. Gehring, Jr....... 06/30/01 75,000 2.55 5.55 2.55 4.7 years
Executive Vice President, 06/30/01 15,000 2.55 7.75 2.55 4.9
Operations 06/30/01 12,500 2.55 9.60 2.55 6.1
06/30/01 18,750 2.55 11.25 2.55 6.8
06/30/01 10,000 2.55 12.80 2.55 6.9
David H. Kroon.............. 06/30/01 15,000 2.55 7.75 2.55 4.9 years
Executive Vice President, 06/30/01 12,500 2.55 9.60 2.55 6.1
Engineering and Director 06/30/01 9,375 2.55 11.25 2.55 6.8
06/30/01 10,000 2.55 12.80 2.55 6.9
Barry W. Schadeck........... 06/30/01 10,000 2.55 14.96 2.55 3.8 years
Executive Vice President, 06/30/01 25,000 2.55 5.94 2.55 4.1
Manufacturing and 06/30/01 15,000 2.55 7.75 2.55 4.9
President, 06/30/01 12,500 2.55 9.60 2.55 6.1
Corrpro Canada, Inc. 06/30/01 18,750 2.55 11.25 2.55 6.8
06/30/01 10,000 2.55 12.80 2.55 6.9
Michael R. Tighe............ 06/30/01 12,500 2.55 6.87 2.55 2.6 years
Executive Vice President, 06/30/01 1,875 2.55 11.71 2.55 3.1
International 06/30/01 1,250 2.55 6.49 2.55 4.8
06/30/01 2,500 2.55 11.25 2.55 6.8
06/30/01 500 2.55 10.13 2.55 7.3
Ted Bojanowski.............. 06/30/01 10,000 2.55 5.25 2.55 8.5 years
Senior Vice President,
Marketing and Strategic
Planning
John D. Moran............... 06/30/01 5,000 2.55 7.54 2.55 5.5 years
Senior Vice President 06/30/01 2,500 2.55 11.25 2.55 6.8
General Counsel
and Secretary
Robert M. Mayer............. 06/30/01 1,250 2.55 11.10 2.55 6.6 years
Vice President, 06/30/01 1,000 2.55 10.56 2.55 7.2
Corporate Controller
Respectfully submitted,
Compensation Committee:
C. Richard Lynham
Joseph W. Rog
Warren F. Rogers
13
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
--------------------------------------------------------------------------------
Mr. Rog is employed under an employment agreement having a term through
March 31, 2004. Under this agreement, Mr. Rog serves as Corrpro's Chairman of
the Board, Chief Executive Officer and President. The agreement provides for Mr.
Rog to be nominated as a Corrpro director for so long as such agreement remains
in effect.
This employment agreement provides for the payment of Mr. Rog's base salary
and such other compensation as determined by the Board of Directors from time to
time. Other compensation may include bonuses, stock options and incentive
compensation. Mr. Rog's base salary is subject to annual review.
Mr. Rog may not compete with Corrpro during the term of the agreement and
for as long as Mr. Rog receives retirement income payments from Corrpro. Corrpro
may terminate Mr. Rog's employment for good cause (as defined in the agreement),
in which case Corrpro will pay Mr. Rog his base salary earned through
termination with no further obligation to him except as required by law. Mr. Rog
has earned the right to receive retirement income with a lifetime survivor
benefit to his spouse in an amount equal to 50% of his base salary, payable
monthly, provided that certain conditions are satisfied.
Corrpro may have to pay severance to Mr. Rog if specified events occur.
These events include termination of his employment at a time when Corrpro is in
breach or termination of the agreement by Corrpro without good cause. In such
cases, Corrpro must pay two years of severance at the rate of his base salary in
effect at the time of termination plus a payment equal to one full year's
participation in any short-term incentive bonus plan at the 100% level. Mr. Rog
also would be entitled to continue any medical or other insurance coverage in
effect at the time of termination until age 65.
Mr. Rog is eligible for disability benefits. If he becomes disabled while
employed, his salary and other compensation continues for the first ninety days,
offset by amounts paid under other company-sponsored disability plans. If his
disability cannot be reasonably accommodated, the Board may terminate his
employment. In such case, Mr. Rog's current participation in bonus and incentive
plans will not be adversely affected. Mr. Rog also is covered by other company
welfare benefits.
Corrpro and each of Mr. Baach, Mr. Gehring and Mr. Kroon have signed
employment agreements effective through March 31, 2004 under which each serves
as an Executive Vice President. These agreements provide for the payment of base
salaries, subject to annual adjustment. In general, these agreements provide
severance arrangements similar to those included in the employment agreement
with Mr. Rog described above, except that no retirement income will be paid and
that medical and other insurance coverage shall continue for a period of
twenty-four months rather than to age 65 if the executive is terminated when
specified events occur. Mr. Schadeck's services are provided through one of
Corrpro's Canadian subsidiaries. This subsidiary has engaged Mr. Schadeck under
a management services agreement which provides for base level compensation and
bonuses based on performance. The agreements with the named executive officers
generally restrict the officers from competing for two years following
termination.
We recognize that our executives may be involved from time to time in
evaluating or negotiating offers, proposals, or other transactions that could
result in a change in control of Corrpro and believe that it is in the best
interest of Corrpro and its shareholders for such executives to be in a
position, free from personal financial and employment considerations, to
14
be able to assess objectively and pursue aggressively our interests and the
interests of our shareholders in making these evaluations and carrying on such
negotiations. Therefore, we have entered into change in control agreements with
our named executive officers. The agreements are intended to provide the
executives with certain benefits and to grant certain protections so that the
executives may more fully focus on enhancing shareholder value and addressing
the issues related to a change in control (as defined in the agreements), and to
reward the executives for the substantial extra effort involved in a change in
control.
The change in control agreements provide for severance payment, and other
benefits without duplication of amounts payable under the executive employment
contracts, if certain events occur. Each agreement applies only to the first
change in control to occur.
The type of change in control determines the potential severance benefits.
Upon the occurrence of a hostile change in control, the executive would be
entitled, whether or not employment is terminated, to a lump sum payment equal
to three times current cash compensation, bonus and certain benefits and a
gross-up for certain excise taxes, if they apply. The executive would also be
entitled to three years of continued welfare benefits. In a friendly change in
control, if the executive is terminated, other than for good cause, or resigns
for good reason, in contemplation of or before the second anniversary of the
friendly change in control, the executive is entitled to, in total, a lump sum
payment equal to two times current cash compensation, bonus and certain
benefits. The executive would also be entitled to two years of continued welfare
benefits. In the event of a change in control of any type, all of the
executives' outstanding stock options become exercisable. In addition, Corrpro
must set aside sufficient funds, in a trust which satisfies certain tax
requirements, covering potential obligations to Mr. Rog. The following terms are
used in this paragraph, as defined in the change in control agreements: hostile
change in control, welfare benefits, friendly change in control, good cause,
good reason and in contemplation of.
In addition, to provide further incentives to management to maximize
shareholder value on a continuing basis and to address certain other concerns,
executives can earn a transaction bonus upon a change in control in certain
circumstances. In the event of a friendly change in control, the transaction
bonuses are payable 50% upon completion of a change in control and 50% on the
first anniversary thereof, provided the executive is still a Corrpro employee at
that time.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by our directors, executive officers and
beneficial holders of 10% or more of our shares, and upon information provided
by those persons, all SEC stock ownership reports required to be filed by those
reporting persons during fiscal 2002 were timely made, with the exception that
the initial Form 3, Initial Statement of Beneficial Ownership of Securities for
Mr. Robert Sloan was inadvertently filed late.
CORRPRO SHARE OWNERSHIP
The following table shows information regarding beneficial ownership of our
Common Shares as of June 17, 2002, unless otherwise indicated, by each person or
group which is known by us to own beneficially more than 5% of our common
shares, each director and nominee for election as a director, each of the
officers named in the summary compensation table and all directors and executive
officers as a group. All information with respect to
15
beneficial ownership has been furnished by the respective director, officer or
shareholder, as the case may be. Ownership includes direct and indirect
(beneficial) ownership, as defined by SEC rules. To our knowledge, each person,
along with his or her spouse, has sole voting and investment power over the
shares unless otherwise noted.
CERTAIN BENEFICIAL OWNERS
--------------------------------------------------------------------------------
NUMBER OF
NAME SHARES(1) PERCENT
---------------------------------------------------------------------------------
Michael K. Baach............................................ 128,614 1.5
George A. Gehring, Jr....................................... 67,000 *
David H. Kroon.............................................. 282,772 3.2
C. Richard Lynham........................................... 25,625 *
Harry Millis................................................ 39,850 *
Neal R. Restivo............................................. 110,749 1.3
Joseph W. Rog............................................... 383,629 4.4
Warren F. Rogers............................................ 30,875 *
14 Directors and executive officers as a group.............. 1,157,467 13.2
Royce & Associates, Inc.(2)................................. 857,975 10.6
1414 Avenue of the Americas
New York, New York 10019
Delta Partners LLC(2)....................................... 735,000 8.9
One Financial Center, Suite 1600
Boston, Massachusetts 02111
JB Capital Partners L.P.(2)................................. 519,800 6.3
23 Berkley Lane
Rye Brook, New York 10573
Dimensional Fund Advisors, Inc.(2).......................... 504,400 6.2
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
-------------------------
* Less than 1%
(1) The number of shares listed includes shares under currently exercisable
stock options and stock options which may become exercisable within 60 days
following June 17, 2002. The number of such exercisable stock options for
those listed above are: Mr. Baach (37,500 shares); Mr. Gehring (59,350
shares); Mr. Kroon (34,375 shares); Mr. Lynham (23,750 shares); Mr. Restivo
(107,917 shares); Mr. Rog (113,750 shares); and Dr. Rogers (10,625 shares);
and all directors and officers as a group (443,808).
(2) Based upon information contained in the following documents as filed with
the SEC:
- Amendment to Schedule 13G filed by Royce & Associates, Inc. on February
7, 2002.
- Amendment to Schedule 13G jointly filed by Delta Partners LLC, Prism
Partners LP, Delta Advisors LLC, Prism Offshore Fund Ltd., Charles Jobson
and Christopher Argyople on June 18, 2002. Delta Partners LLC reported
that it had shared voting and dispositive power with respect to 735,000
shares. Prism Partners LP reported that it had sole voting and
dispositive power with respect to 268,011 shares. Delta Advisors
16
LLC reported that it had shared voting and dispositive power with respect
to 268,011 shares. Prism Offshore Fund Ltd. reported that it had shared
voting and dispositive power with respect to 466,989 shares. Charles
Jobson reported that he had shared voting and dispositive power with
respect to 735,000 shares. Christopher Argyrople reported that he had
shared voting and dispositive power with respect to 735,000 shares.
- Schedule 13G jointly filed by JB Capital Partners, L.P. and Alan W. Weber
on April 11, 2002. JB Capital Partners, L.P. reported that it had shared
voting and dispositive power with respect to 484,800 shares. Alan W.
Weber reported that he had sole voting and dispositive power with respect
to 35,000 shares and shared voting and dispositive power with respect to
484,800 shares.
- Amendment to Schedule 13G filed by Dimensional Fund Advisors, Inc. on
February 12, 2002.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2002, Joseph W. Rog served as our Chairman of the Board,
Chief Executive Officer, and President and also served on our Compensation
Committee.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the "Audit Committee") is
comprised of the three directors named below. Each member of the Audit Committee
is an independent director as defined by American Stock Exchange rules, other
than Mr. Restivo who is continuing as a member of the Audit Committee pursuant
to the override provision of the American Stock Exchange rules.((1))
The Audit Committee has adopted a written charter, which has been approved
by the Board of Directors and was attached as Appendix A to Corrpro's 2001 proxy
statement. The Audit Committee has reviewed and discussed Corrpro's audited
financial statements with management, which has primary responsibility for the
financial statements. KPMG LLP ("KPMG"), Corrpro's independent auditors for
2002, are responsible for expressing an opinion on the conformity of Corrpro's
audited financial statements with generally accepted accounting principles.
---------------
(1)Under the American Stock Exchange rules, generally a director who was
employed by a listed company may not serve on the company's audit committee
until three years following the termination of his or her employment. A
former executive officer, who is not considered independent due to the
three-year restriction period, may be appointed, under exceptional and
limited circumstances, to the audit committee if the company's board of
directors determines that membership on the committee by the individual is
required by the best interests of the company and its shareholders.
During calendar year 2000, we experienced two unexpected health-related
vacancies on the Board by directors who also served on the Audit Committee
causing our Audit Committee membership to drop below the required minimum of
three members. None of the other directors met the New York Stock Exchange
(the stock exchange on which we were listed at the time) requirements to
serve on the Audit Committee. Mr. Restivo had served as our Executive Vice
President and Chief Financial Officer and held other executive officer
positions from 1995 until his resignation to pursue other opportunities in
January 2001. He agreed to be nominated to the Board to fill one of the Board
vacancies effective January 29, 2001. Given the facts and circumstances and
the requirements of the New York Stock Exchange and SEC, the Board determined
that Mr. Restivo also should be appointed to the Audit Committee as being in
the best interests of Corrpro and our shareholders. The Board has further
determined that the continued participation of Mr. Restivo is still required
by the best interests of Corrpro and our shareholders.
The factors that the Board considered in making these determinations included
Mr. Restivo's credibility, integrity, familiarity with Corrpro and business
and financial acumen, as well as the mix of our inside and outside directors,
our ability to recruit outside independent directors on a timely basis,
strategic alternatives being considered, the impact on our ongoing
relationships with our lenders and the investment community and the
perception of employees.
17
The Audit Committee has discussed with KPMG the matters that are required
to be discussed by Statement on Auditing Standards No. 61 (Communication With
Audit Committees). KPMG has provided to the Audit Committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees), and the Audit Committee
discussed with KPMG the firm's independence. The Audit Committee also considered
whether KPMG's provision of non-audit services to Corrpro and its affiliates is
compatible with KPMG's independence.
As a result of the discovery of accounting irregularities at the Company's
Australian subsidiary announced in March 2002, the Committee conducted an
investigation and engaged special counsel to provide advice and counsel to it in
connection with its investigation. The Committee also authorized counsel to
engage the forensic investigation unit of the independent accounting firm of
Deloitte Touche Tohmatsu to assist in the investigation of the accounting
irregularities.
In addition, as a result of the discovery of the accounting irregularities,
KPMG conducted additional auditing procedures in its audit of the Company's
fiscal 2002 year-end financial statements.
Based upon the reviews and discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements,
which included the restatement of the consolidated financial statements for the
fiscal year ended March 31, 2001, be included in Corrpro's Annual Report on Form
10-K for the fiscal year ended March 31, 2002, for filing with the Securities
and Exchange Commission.
Respectfully submitted,
Audit Committee:
C. Richard Lynham
Neal R. Restivo
Warren F. Rogers
INDEPENDENT AUDITORS
Corrpro is incorporated in Ohio, which does not require approval by
shareholders of the selection of independent auditors. A representative of KPMG
is expected to be present at the annual meeting who will have the opportunity to
make a statement. KPMG acted as independent auditors for Corrpro for fiscal
2002. The Board of Directors has yet to make a determination as to the
independent auditors who will audit Corrpro's financial statements for fiscal
2003.
Fees paid to KPMG for fiscal 2002 were as follows:
Audit fees:................................................. $509,897
Other fees:................................................. $ 90,127
VOTING PROCEDURES/REVOKING YOUR PROXY
You may vote by mail or in person at the meeting. To vote by mail, complete
and sign your proxy card -- or your broker's voting instruction card if your
shares are held by your broker -- and return it in the enclosed business-reply
envelope.
18
To be elected, directors must receive a plurality of the shares present and
voting in person or by proxy, provided a quorum exists. A plurality means
receiving the largest number of votes, regardless of whether that is a majority.
A quorum is present if at least a majority of the outstanding shares on August
15, 2002 (i.e., a majority of 8,408,276 shares) is present in person or by
proxy. All other matters submitted to you at the meeting will be decided by a
majority of the votes cast on the matter, provided a quorum exists, except as
otherwise provided by law or our Articles of Incorporation or Code of
Regulations.
Those who fail to return a proxy or attend the meeting will not count
towards determining any required plurality, majority or quorum. Shareholders and
brokers returning proxies or attending the meeting who abstain from voting on a
proposition will count towards determining a quorum for that matter, and their
proxies will not affect determination of a plurality. Those abstentions,
however, will not count towards achievement of a majority.
A proxy statement and proxy card is being sent to participants who own
Corrpro common shares through our 401(k) retirement savings plan and our
employee stock purchase plan. The proxy serves as a voting instruction for your
plan shares. For our 401(k) plan, if you do not vote your shares, the plan
trustee will vote them on your behalf. For the employee stock purchase plan, if
you do not vote your shares, they will remain unvoted at the annual meeting.
The enclosed proxies will be voted in accordance with the instructions you
place on the proxy card. Unless otherwise stated, all shares represented by your
returned, signed proxy will be voted FOR the agenda items noted on the first
page of this proxy statement.
You can change your mind after sending in a proxy, until the meeting, by
following these procedures.
Your proxy may be revoked if you:
- Deliver a signed, written revocation letter, dated later than the proxy,
to John D. Moran, Secretary, at 1090 Enterprise Drive, Medina, Ohio
44256;
- Deliver a signed proxy, dated later than the first one, to Fifth Third
Bank, 38 Fountain Square Plaza 10AT60, Cincinnati, Ohio 45202; or
- Attend the meeting and vote in person or by proxy.
Attending the meeting alone will not revoke your proxy.
PROXY SOLICITATION
Corrpro will bear the costs of soliciting proxies. In addition to
solicitation by mail, our employees may also solicit proxies for no additional
compensation by telephone, mail or personal interview. We will reimburse banks,
brokers, custodians, nominees and fiduciaries for reasonable expenses they incur
in sending these proxy materials to you if you are a beneficial holder of our
shares.
SUBMISSION OF SHAREHOLDER PROPOSALS
From time to time, shareholders seek to nominate directors or present
proposals for inclusion in the proxy statement and form of proxy for
consideration at the annual meeting.
19
To be included in the proxy statement or considered at an annual or any special
meeting, you must timely submit, to our Secretary, nominations of directors or
proposals, in addition to meeting other legal requirements. We must receive
proposals to be included in the proxy statement for the 2003 annual meeting no
later than May 2, 2003.
We must receive proposals not to be included in the proxy statement for the
2003 annual meeting no later than July 17, 2003. Our proxy for the 2003 annual
meeting will grant discretionary authority to persons named therein with respect
to any such matter of which we do not receive notice by July 17, 2003.
In addition, Section 3.3 of our Code of Regulations provides generally that
no proposal, resolution, amendment to any proposal or resolution, or nomination,
other than procedural matters relating to the conduct of the meeting, may be
considered at a meeting of our shareholders unless that matter has been set
forth in a proxy or information statement furnished to our shareholders in
connection with the meeting in compliance with the requirements of the
Securities Exchange Act of 1934.
OTHER BUSINESS
The Board of Directors knows of no other matters for consideration at the
meeting. If any other business should properly arise, the persons appointed in
the enclosed proxy have discretionary authority to vote in accordance with their
best judgment.
A copy of Corrpro's Fiscal 2002 Annual Report on Form 10-K filed with the
SEC is contained within the enclosed annual report. Copies may be obtained by
shareholders, without charge, upon written request to Investor Relations,
Corrpro Companies, Inc., 1090 Enterprise Drive, Medina, Ohio 44256. You may also
obtain our SEC filings through the Internet at www.sec.gov or our website at
www.corrpro.com.
By order of the Board of Directors.
/s/ John D. Moran
John D. Moran
Secretary
August 30, 2002
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
20
PROXY CORRPRO COMPANIES, INC.
Board of Directors Proxy for Annual Meeting, September 19, 2002
The undersigned, having received the Notice of Meeting and Proxy Statement,
hereby constitutes and appoints Joseph W. Rog, David H. Kroon and Michael K.
Baach, and each of them (with full power of substitution respectively), true and
lawful attorneys and proxies for the undersigned to attend the Annual Meeting to
be held September 19, 2002, at 10:00 a.m., at Best Western, 2875 Medina Rd,
Medina, Ohio, and any adjournments thereof.
The Proxy when properly executed will be voted in the manner directed; if
no direction is made this Proxy will be voted FOR the Director Nominees. In
their discretion, the parties are also authorized to vote upon such other
matters as may properly come before the meeting.
1. Election of Directors, Nominees:
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for the nominees
contrary below) listed below
MICHAEL K. BAACH, HARRY MILLIS, DR. WARREN F. ROGERS
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
--------------------------------------------------------------------------------
We would appreciate your indicating if you are planning to attend the Annual
Meeting. Your failure to check this box will not prejudice you from attending
the meeting. / / ATTEND MEETING
(Continued on the reverse side)
CORRPRO COMPANIES, INC.
C/O CORPORATE TRUST SERVICES
MAIL DROP 10AT66-4129
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45202
FOLD AND DETACH HERE
--------------------------------------------------------------------------------
(Continued from other side)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTOR'S RECOMMENDATIONS. YOUR SHARES CANNOT BE VOTED UNLESS
YOU SIGN AND RETURN THIS CARD.
Dated:
--------------------------
--------------------------------
Signature(s)
--------------------------------
Signature(s)
Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee,
or guardian, please give full
title as such.