SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HAEMONETICS 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)
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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(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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(4) Date Filed:
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HAEMONETICS CORPORATION
Notice of Annual Meeting of Stockholders
July 23, 2002
To the Stockholders:
The Annual Meeting of the Stockholders of Haemonetics Corporation
will be held on Tuesday, July 23, 2002 at 9:00 a.m. at the State Street Bank
Building, 225 Franklin Street, Boston, Massachusetts for the following
purposes:
1. To elect two Directors to serve for a term of three years and
until their successors shall be elected and qualified, as more
fully described in the accompanying Proxy Statement.
2. To consider and act upon any other business which may properly
come before the meeting.
The Board of Directors has fixed the close of business on June 3,
2002 as the record date for the meeting. All stockholders of record on that
date are entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN
PERSON.
By Order of the Board of Directors
/s/ Alicia R. Lopez
Alicia R. Lopez
Clerk
Braintree, Massachusetts
June 24, 2002
HAEMONETICS CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Haemonetics Corporation (the
"Company") for use at the Annual Meeting of Stockholders to be held on
Tuesday, July 23, 2002, at the time and place set forth in the notice of
meeting, and at any adjournment thereof. The approximate date on which this
Proxy Statement and form of proxy are first being sent to stockholders is
June 24, 2002.
If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the stockholder. If no instructions are
specified with respect to any particular matter to be acted upon, the proxy
will be voted in favor thereof. Any person giving the enclosed form of
proxy has the power to revoke it by voting in person at the meeting or by
giving written notice of revocation to the Clerk of the Company at any time
before the proxy is exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the Meeting in order to constitute a quorum for
transaction of business. The election of the nominees for Director will be
decided by plurality vote. Abstentions and "non-votes" are counted as
present in determining whether the quorum requirement is satisfied. A "non-
vote" occurs when a nominee holding shares for a beneficial owner votes on
one proposal, but does not vote on another proposal because the nominee
does not have discretionary voting power and has not received instructions
from the beneficial owner. Abstentions and broker non-votes will not be
taken into account in determining the outcome of the election of directors.
The Company will bear the cost of this solicitation. It is expected
that the solicitation will be made primarily by mail, but regular employees
or representatives of the Company (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph or in person and arrange for brokerage houses and their
custodians, nominees and fiduciaries to send proxies and proxy materials to
their principals at the expense of the Company.
The Company's principal executive offices are located at 400 Wood
Road, Braintree, Massachusetts, USA 02184-9114, telephone number (781) 848-
7100.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on June 3, 2002
are entitled to notice of and to vote at the meeting. On that date, the
Company had outstanding and entitled to vote 25,082,912 shares of Common
Stock with a par value of $.01 per share. Each outstanding share entitles
the record holder to one vote.
ELECTION OF DIRECTORS
Pursuant to the Articles of Organization of the Company, the Board of
Directors is divided into three classes, with each class being as nearly
equal in number as possible. One class is elected each year for a term of
three years. James L. Peterson and Benjamin L. Holmes are currently serving
in the class of directors whose terms expire at this Annual Meeting. It is
proposed that James L. Peterson and Benjamin L. Holmes be elected to serve
terms of three years, and in each case until their successors shall be duly
elected and qualified or until their death, resignation or removal. The
persons named in the accompanying proxy will vote, unless authority is
withheld, for the election of the nominees named below. If any such
nominees should become unavailable for election, which is not anticipated,
the persons named in the accompanying proxy will vote for such substitutes
as management may recommend. Should management not recommend a substitute
for any nominee, the proxy will be voted for the election of the remaining
nominees. The nominees are not related to each other or to any executive
officer of the Company or its subsidiaries.
Year First
Elected Position with the Company or Principal
Name Age Director Occupation During the Past Five Years
- --------------------------------------------------------------------------------------------------------------
Nominated for a term ending in 2005:
James L. Peterson 59 1985 Since January 1998, President and Chief Executive
Officer of the Company. From May 1994, President,
International Operations, and Vice Chairman of the
Board of Directors of the Company. From 1988 to
1994, Executive Vice President of the Company.
Previously, Vice President with responsibility for
all international activities of the Company.
Benjamin L. Holmes 67 1998 Since December 1994, President of the Holmes Co.,
specializing in health care with a focus on the
device industry. From 1985 to 1994, Vice President
of the Hewlett-Packard Company. From 1983 to 1994,
General Manager of the Medical Products Group of
Hewlett-Packard. Serves as Director for PLC
Medical Systems, a publicly traded company.
Director of not-for-profit organizations Project
HOPE, UCLA Foundation, and St. Luke's Wood River
Medical Center Foundation.
2
Year First
Elected Position with the Company or Principal
Name Age Director Occupation During the Past Five Years
- --------------------------------------------------------------------------------------------------------------
Serving a term ending in 2003:
Sir Stuart Burgess 73 1992 Since January 1998, Chairman of the Company.
Since 1995, Chairman of Finsbury Worldwide
Pharmaceutical Trust plc, an investment trust
specializing in the pharmaceutical industry. From
1990 to 1997, Chairman of the Anglia & Oxford
Region of the U.K. National Health Service (NHS)
and member of the NHS Policy Board. From 1993 to
1997, Director of Anagen plc and from 1990 to
1996, Director of Immuno U.K. Ltd. From 1979 to
1989, Chief Executive Officer and from 1973 to
1989, Director of Amersham International plc, a
world leader in nuclear medicine.
Ronald G. Gelbman 55 2000 From 1971 to 1999 with Johnson and Johnson and
most recently as Johnson and Johnson Executive
Committee Member and Worldwide Chairman, Health
Systems & Diagnostics. Previously, Worldwide
Chairman, Pharmaceuticals and Diagnostics, Johnson
and Johnson. Member of the Board of Directors for
Sensatex; the Board of Trustees at Rollins
College, and the Board of Advisors at privately-
held CareGain, a healthcare management company.
N. Colin Lind 47 1998 Since 1986, with Blum Capital Partners L.P., a
strategic equity investment firm with
approximately 13% ownership in Haemonetics.
Currently Managing Partner for the firm
responsible for $2.7 billion in assets under
management. Currently serves as Director of
privately-held companies, Kinetic Concepts and
Smarte Carte. Previously a Director of two public
and nine private companies.
3
Year First
Elected Position with the Company or Principal
Name Age Director Occupation During the Past Five Years
- --------------------------------------------------------------------------------------------------------------
Serving a term ending in 2004:
Yutaka Sakurada 70 1991 Since 2001, Vice President of the Company and
Chairman and Chief Executive Officer of
Haemonetics Japan. From 1991 to 2001, Vice
President of the Company and President of
Haemonetics Japan. From 1989 to 1991, Managing
Director of Kuraray Plastics Co., Ltd., a
diversified synthetic fiber manufacturer and a
distributor of the Company's products. From 1988
to 1996, Vice Chairman of the Japanese Society for
Biomaterials.
Donna C. E. Williamson 50 1993 Since 2001, an independent consultant. From 1999
to 2001, Managing Director and Senior Vice
President, ABN Amro Private Equity, an equity
investing partnership. From 1996 to 1999, an
independent consultant. From 1993 to 1996,
Corporate Senior Vice President of Caremark
International, Inc., a leading provider of
diversified health care services throughout the
U.S. and other countries. From 1992 to 1993,
Corporate Vice President of Caremark International,
Inc. From 1983 to 1992, Corporate Vice President at
Baxter International responsible for strategy,
business development, and health cost management
businesses. Director of PSS World Medical, Inc.
and the American Red Cross of Greater Chicago.
Harvey G. Klein, M.D. 60 1998 Since 1983, Chief of the Department of Transfusion
Medicine at the Warren G. Magnuson Clinical Center
of the National Institutes of Health. Previously
held other senior level positions with NIH.
Currently serves on several boards: Past President,
American Association of Blood Banks; Chairman of
the Panel for Blood and Blood Products of the US
Pharmacopeia; U.S. Health and Human Services
Advisor Committee on Blood Safety and Availability;
and, the Blood Products Advisory Committee of the
Food and Drug Administration. Previously, President
of the American Society for Apheresis and Director
of the World Apheresis Association.
4
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND DIRECTOR COMPENSATION
During the last fiscal year, there were eight meetings of the Board
of Directors of the Company. All of the Directors attended at least 75% of
the aggregate of (i) the total number of meetings of the Board of Directors
held while he or she was a director, and (ii) the total number of meetings
held by Committees of the Board of Directors on which they served.
During fiscal year 2002, the Directors of the Company who were not
employees of the Company, except Sir Stuart Burgess, received an annual
cash fee of $20,000 and an option to purchase up to 6,000 shares of Common
Stock of the Company. Sir Stuart Burgess, as compensation for his duties
performed as Chairman of the Board, was paid a cash fee of $45,000 for 20
days of formal meetings throughout fiscal year 2002 and was also granted
options to purchase up to 12,000 shares of Common Stock of the Company. The
options granted to both the directors and to the Chairman vested
immediately. Sir Stuart also received a consulting fee of $1,500 per day
for each additional day devoted to Chairman responsibilities, amounting to
$88,500, for the fiscal year ended March 30, 2002.
The Board of Directors has a Compensation and Management Development
Committee (the "Compensation Committee") composed of independent directors
who are not employees of the Company. The members of the Compensation
Committee are Sir Stuart Burgess, Chairman, Ronald G. Gelbman, Benjamin L.
Holmes, N. Colin Lind and Donna C.E. Williamson. The Compensation Committee
determines the compensation to be paid to the key officers of the Company
and administers the Company's 1990 Stock Option Plan and its 1992 and 2000
Long-term Incentive Plans. During the last fiscal year, there were four
meetings of the Compensation Committee.
The Board of Directors has an Audit Committee composed of independent
directors who are not employees of the Company. The members of the Audit
Committee are Benjamin L. Holmes, Chairman, Sir Stuart Burgess, Ronald G.
Gelbman and Donna C.E. Williamson. The Audit Committee provides general
oversight of the Company's financial reporting and disclosure practices,
system of internal controls, and the Company's processes for monitoring
compliance by the Company with Company policies. The Committee reviews with
the Company's independent auditors the scope of the audit for the year, the
results of the audit when completed and the independent auditor's fee for
services performed. The Audit Committee also recommends independent
auditors to the Board of Directors and reviews with management, and
internal audit, various matters related to its internal accounting
controls. During the last fiscal year, there were five meetings of the
Audit Committee.
At its April 30, 2002 meeting, the Board of Directors approved the
formation of a Nominating Committee composed of independent directors who
are not employees of the Company. The members of the Nominating Committee
are Sir Stuart Burgess, Ronald G. Gelbman, Benjamin L. Holmes and, N. Colin
Lind. The Nominating Committee recommends nominees for election as
directors to the full Board of Directors. The Nominating Committee
considers recommendations for nominees for directorships submitted by
stockholders, directors and members of management. Stockholders who wish to
submit candidates for consideration as nominees may submit an appropriate
letter and resume to the Secretary of the Company at the Company's
executive offices in Braintree, Massachusetts. There were no meetings of
the Nominating Committee during fiscal year 2002, the committee having been
constituted subsequent to the close of the fiscal year.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 16, 2002, certain
information with respect to beneficial ownership of the Company's Common
Stock by: (i) each person known by the Company to own beneficially more
than five percent of the Company's Common Stock; (ii) each of the Company's
directors and each of the executive officers named in the Summary
Compensation Table elsewhere in this Proxy Statement; and (iii) all
directors and executive officers as a group.
Title Amount & Nature Percent
Name of Beneficial Owner of Class Beneficial Ownership Of Class
- ------------------------------------------------------------------------------------------------------
Sir Stuart Burgess(1) Common Stock 161,232 0.64%
James L. Peterson(2) Common Stock 1,521,927 6.02%
Ronald J. Ryan(3) Common Stock 154,687 0.61%
Stephen C. Swenson(4) Common Stock 25,000 0.10%
Timothy Surgenor(5) Common Stock 135,877 0.54%
Thomas D. Headley(6) Common Stock 50,842 0.20%
Yutaka Sakurada(7) Common Stock 91,047 0.36%
Ronald G. Gelbman(8) Common Stock 27,000 0.11%
Donna C.E. Williamson(9) Common Stock 61,300 0.24%
Benjamin L. Holmes(10) Common Stock 41,500 0.16%
Harvey G. Klein M.D.(11) Common Stock 37,000 0.15%
N. Colin Lind(12) Common Stock 3,366,400 13.32%
Sterling Capital Management LLC(13) Common Stock 1,595,423 6.31%
Wellington Management(14) Common Stock 2,818,050 11.15%
Blum Capital Partners, L.P.(12) Common Stock 3,366,400 13.32%
Neuberger & Berman Inc.(15) Common Stock 2,935,345 11.62%
Vanguard Specialized Funds(16) Common Stock 1,983,900 7.85%
Massachusetts Financial Services(17) Common Stock 2,773,113 10.97%
All executive officers and directors as a group
(12 persons)(18) Common Stock 5,673,812 22.45%
- --------------------
Includes 157,732 shares which Sir Stuart has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2002. Does not include 3,500 shares held in
trust for the benefit of Sir Stuart's children. Sir Stuart disclaims
beneficial ownership of such shares.
Does not include 25,150 shares held in trust for the benefit of Mr.
Peterson's children, 3,300 shares held by the Peterson Foundation and
15,000 shares held in trust for the benefit of Mr. Peterson's
parents. Mr. Peterson disclaims beneficial ownership of such shares.
Includes 880,000 shares which Mr. Peterson has the right to acquire
upon exercise of options currently exercisable or exercisable within
60 days of May 16, 2002.
Consists of 154,687 shares which Mr. Ryan has the right to acquire
upon exercise of options currently exercisable or exercisable within
60 days of May 16, 2002.
Consists of 25,000 shares which Mr. Swenson has the right to acquire
upon exercise of options currently exercisable or exercisable within
60 days of May 16, 2002.
(footnotes continued on following page)
6
Consists of 135,877 shares which Mr. Surgenor has the right to
acquire upon the exercise of options currently exercisable or
exercisable within 60 days of May 16, 2002.
Includes 50,078 shares which Mr. Headley has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2002
Includes 89,251 shares which Dr. Sakurada has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2002.
Consists of 27,000 shares which Mr. Gelbman has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2002.
Includes 60,000 shares which Ms. Williamson has the right to acquire
upon the exercise of options currently exercisable or exercisable
within 60 days of May 16, 2002.
Includes 40,500 shares which Mr. Holmes has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 16, 2002.
Includes 36,000 shares which Dr. Klein has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 16, 2002.
Includes 36,000 shares which Mr. Lind has the right to acquire upon
the exercise of options currently exercisable or exercisable within
60 days of May 16, 2002. Also includes, 3,330,400 shares owned
directly by four investment advisory clients for which Blum Capital
Partners, L.P. ("Blum L.P.") is the investment adviser with voting
and investment discretion, three limited partnerships for which Blum
Capital Partners is the general partner, and one limited partnership
for which Blum Strategic GP, L.L.C. ("Blum GP") is the general
partner. Mr. Lind is a director and officer of Richard C. Blum &
Associates, Inc., Inc. (the general partner of Blum L.P.), an officer
of Blum L.P., and a managing member of Blum GP. Mr. Lind disclaims
beneficial ownership of these shares except to the extent of any
pecuniary interest therein. The reporting person's address is 909
Montgomery Street, #400, San Francisco, CA 94133.
This information has been derived from a Schedule 13G filed with the
Securities and Exchange Commission on February 6, 2002 reporting
aggregate ownership and shared voting and dispositive power over
1,595,423 shares. The reporting entity's address is 301 S. College
Street, Suite 3200, Charlotte, NC 28202.
This information has been derived from a Schedule 13G/A filed with
the Securities and Exchange Commission on February 12, 2002 reporting
aggregate ownership of and shared dispositive power over 2,818,050
shares and shared voting power over 737,750 shares. The reporting
entity's address is 75 State Street, Boston, MA 02109.
This information has been derived from a Schedule 13G/A filed with
the Securities and Exchange Commission on May 8, 2002 reporting
aggregate ownership of and shared dispositive power over 2,935,345
shares, sole voting power over 188,500 shares and shared voting power
over 1,986,200 shares. The reporting entity's address is 605 Third
Avenue, New York, NY 10158-3698.
This information has been derived from a Schedule 13G/A filed with
the Securities and Exchange Commission on February 6, 2002 reporting
aggregate ownership of and sole voting power over 1,983,900 shares.
The reporting entity's address is 100 Vanguard Boulevard, VM #V34,
Malvern, PA 19355.
This information has been derived from a Schedule 13G/A filed with
the Securities and Exchange Commission on March 14, 2002 reporting
aggregate ownership of and sole dispositive power over 2,773,113
shares and sole voting power over 2,357,993 shares. The reporting
entity's address is 500 Boylston Street, Boston, MA 02116.
Includes 1,692,125 shares which executive officers and directors have
the right to acquire upon the exercise of options currently
exercisable or exercisable within 60 days of May 16, 2002.
7
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires the Company's directors and executive officers and persons who own
more than 10% of the Company's Common Stock to file with the Securities and
Exchange Commission and the New York Stock Exchange reports concerning
their ownership of the Company's Common Stock and changes in such
ownership. Copies of such reports are required to be furnished to the
Company. To the Company's knowledge, based solely on a review of copies of
such reports furnished to the Company during or with respect to the
Company's most recent fiscal year, all Section 16(a) filing requirements
applicable to persons who were, during the most recent fiscal year,
officers or directors of the Company or greater than 10% beneficial owners
of its Common Stock were complied with.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORT
ON EXECUTIVE COMPENSATION(1)
The Compensation Committee determines the compensation to be paid to
the key officers of the Company and administers the Company's 1990 Stock
Option Plan and its 1992 and 2000 Long-term Incentive Plans. In its
deliberations, the Committee takes into account the recommendations of
appropriate Company officials. The Compensation Committee's determinations
with respect to compensation for the fiscal year ended March 30, 2002 were
made early in the fiscal year. During the last fiscal year there were four
meetings of the Compensation Committee.
The Compensation Committee is comprised of independent directors who
are not employees of the Company. In its deliberations, the Committee takes
into account the recommendations of appropriate Company officials. The
Compensation Committee's determinations with respect to compensation for
the fiscal year ended March 30, 2002 were made early in the fiscal year.
The Company's executive compensation program is intended to attract
and retain talented executives and to motivate them to achieve the
Company's business goals. The program utilizes a combination of salary,
stock options and cash bonuses awarded based on the achievement of
corporate performance objectives. The compensation received by its
executive officers is thereby linked to the Company's performance. Within
this overall policy, compensation packages for individual executive
officers are intended to reflect the responsibilities of their position and
past achievements with the Company, as well as the Company's performance.
In arriving at the base salaries paid to the Company's executive
officers for the year ended March 30, 2002, the Committee considered their
individual contributions to the performance of the Company, their levels of
responsibility, salary increases awarded in the past, the executive's
experience and potential, and the level of compensation necessary, in the
overall competitive environment, to retain talented individuals. All of
these factors were collectively taken into account by the Committee in
making a subjective assessment as to the appropriate base salary for each
of the Company's executive officers, and no particular weight was assigned
to any one factor.
- --------------------
The material in this report is not "soliciting material," is not
deemed filed with the Commission and is not to be incorporated by
reference in any filing of the Company under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
8
During the fiscal year ended March 30, 2002, the Company's executive
bonus program was tied primarily to the achievement by the Company of
predetermined earnings per share and revenue targets. Under the program,
attainment of these predetermined goals resulted in cash payment of
bonuses. For the fiscal year 2003, the executive bonus plan will continue
to be heavily weighted to the Company's earnings per share and revenue
targets.
The Company's stock option program is intended to provide additional
incentive to build shareholder value, to reward long-term corporate
performance and to promote employee loyalty through stock ownership.
Information with respect to stock options held by executive officers
(including options granted during the year ended March 30, 2002) is
included in the tables following this report. In determining the number of
options granted to executive officers during the last fiscal year ended
March 30, 2002, the Committee made a subjective assessment of the past and
potential contributions of particular executive officers to the financial
and operational performance of the business unit directed by the executive,
and of such officer's potential for advancement. The Committee, in arriving
at the number of options to be granted to particular executive officers,
was aware of whether or not such officers had been granted options in the
past. The vesting of options granted is not dependent upon the achievement
of predetermined performance goals. Nevertheless, the amount realized by a
recipient from an option grant will depend on the future appreciation in
the price of the Company's Common Stock.
In 1993 the Internal Revenue Code was amended to limit the deduction
a public company is permitted for compensation paid in 1994 and thereafter
to the chief executive officer and to the four most highly compensated
executive officers, other than the chief executive officer. Generally,
amounts paid in excess of $1.0 million to a covered executive, other than
performance-based compensation, cannot be deducted. In order to qualify as
performance-based compensation under the new tax law, certain requirements
must be met, including approval of the performance measures by the
stockholders. In its deliberations, the Committee considers ways to
maximize deductibility of executive compensation, but nonetheless retains
the discretion to compensate executive officers at levels the Committee
considers commensurate with their responsibilities and achievements. The
Company has not adopted a policy that all executive compensation be fully
deductible.
Compensation of Chief Executive Officer
With the approval of the Compensation Committee in May 2001, Mr.
Peterson received a salary for the fiscal year ended March 30, 2002 of
$487,306. The Committee did not grant Mr. Peterson any new options to
purchase shares of the Company's Common Stock during the fiscal year ended
March 30, 2002 as Mr. Peterson received a two-year grant with options to
purchase up to 280,000 shares of the Company's Common Stock in May 2000, of
which one-half vested as of March 31, 2001 and the remaining one-half as of
March 31, 2002.
In recognition of the Company's performance during the fiscal year
ended March 30, 2002, the Compensation and Management Development Committee
in May 2002 awarded Mr. Peterson a cash bonus of $421,348.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Sir Stuart Burgess, Chairman
Ronald G. Gelbman
Benjamin L. Holmes
N. Colin Lind
Donna C.E. Williamson
9
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
During the fiscal year ended March 30, 2002 the members of the
Compensation and Management Development Committee were Sir Stuart Burgess,
Chairman, Ronald G. Gelbman, Benjamin L. Holmes, N. Colin Lind and Donna
C.E. Williamson. No member of the Compensation Committee was an officer or
employee of the Company or any of its subsidiaries during fiscal year 2002.
EXECUTIVE COMPENSATION
The following table sets forth all compensation earned by the
Company's Chief Executive Officer and four executive officers of the
Company (other than the Chief Executive Officer) whose total annual salary
and bonus exceeded $100,000 for all services rendered as executive officers
to the Company and its subsidiaries for the Company's fiscal years ended
March 30, 2002, March 31, 2001 and April 1, 2000.
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------------ ------------
Other
Annual Stock All Other
Name and Principal Position Year Salary(l) Bonus(l) Compensation Options Compensation(2)
- ------------------------------------------------------------------------------------------------------------------------------
James L. Peterson 2002 $487,306 $421,348 $ 272,208(3)(4) -
President & CEO 2001 $438,854 $301,398 $ 175,767(3)(4) 280,000
2000 $430,744 $172,990 $ 504,091(3)(4) -
Ronald J. Ryan 2002 $287,717 $184,114 $ 11,964(3) 13,520 $6,000
CFO & Sr. Vice President 2001 $281,560 $ 60,475 $ 9,504(3) 19,174 $6,000
2000 $264,370 $ 77,031 $ 9,571(3) 46,508 $6,000
Stephen C. Swenson(6) 2002 $260,000 $129,232 $ 67,659(3)(4) -
Executive Vice President, 2001 $ 85,000(5) $ 25,000(5) $ 33,142(3)(4) 100,000
Worldwide Sales
Timothy Surgenor 2002 $275,627 $139,130 $ 8,940(3) - $6,000
Executive Vice President 2001 $260,000 $ 50,000 $ 8,940(3) 19,453
2000 $ 50,000(5) $ -(5) $ 2,204(3) 250,000
Thomas Headley 2002 $244,707 $ 73,584 $ 9,542(3) 19,220 $6,000
Executive Vice President, 2001 $230,055(5) $ 35,543(5) $1,023,422(4)(5) 70,000 $3,450
Research and Development 2000 $198,245 $ 55,000
(footnotes on following page)
10
Salary and bonus amounts are presented in the year earned. The
payment of such amounts may have occurred in other years.
Includes matching contributions made by the Company under its 401(k)
Plan: (i) in 2002: $6,000 for each Mr. Ryan, Mr. Surgenor and Mr.
Headley (ii) in 2001: for Mr. Ryan $6,000, for Mr. Headley $3,450
(iii) in 2000: for Mr. Ryan $6,000.
Includes the following amounts paid by the Company with respect to
company-owned vehicles or auto allowances: (i) in 2002: for Mr.
Peterson $22,098, and $8,400 for each Mr. Ryan, Mr. Surgenor, Mr.
Swenson and Mr. Headley (ii) in 2001: for Mr. Peterson $22,106, for
Mr. Ryan $6,850, for Mr. Surgenor $8,400, for Mr. Swenson $2,800, for
Mr. Headley $4,200 (iii) in 2000: for Mr. Peterson $23,673, for Mr.
Ryan $6,850, for Mr. Surgenor $2,100.
Includes the following amounts for housing allowances for Mr.
Peterson: in 2002 $44,377, in 2001 $48,057, in 2000 $65,198. Includes
the following amounts for travel allowances for Mr. Peterson: in 2002
$27,478, in 2001 $13,644, in 2000 $59,642. Includes the following
amounts for tax equalization payments for Mr. Peterson: in 2002
$160,974, in 2001 $75,779, in 2000 $337,235. Includes the following
amounts for relocation expenses (i) in 2002: for Mr. Swenson $56,401
(ii) in 2001: for Mr. Swenson $29,494 (iii) in 2000: for Mr. Peterson
$33,333. Includes a $1,019,004 one-time signing bonus for Mr. Headley
in 2001.
Mr. Swenson was hired effective December 5, 2000. Mr. Surgenor was
hired effective January 31, 2000. From April 2, 2000 through
September 17, 2000, Mr. Headley was compensated as an employee of
Transfusion Technologies Corporation. Effective September 18, 2000
with the acquisition of Transfusion Technologies Corporation by the
Company, Mr. Headley began receiving his compensation as an employee
of the Company.
The Company advanced $500,000 to Mr. Swenson during fiscal year 2002
to assist with the purchase of a primary residence. The loan, dated
December 10, 2001, is forgivable over five years at $100,000 per year
provided Mr. Swenson is an active employee of the Company. In the
event of Mr. Swenson's termination, the loan balance is due and
payable within six months. The loan is non-interest bearing.
The Company has employment agreements with each of the named
executive officers which provide that they shall serve in the capacities
indicated in the executive compensation table at annual minimum base
salaries as follows: James L. Peterson, $400,000; Ronald J. Ryan, $250,000;
Steven C. Swenson, $260,000; Timothy Surgenor, $260,000 and Thomas Headley,
$230,000. Such officers also receive such fringe benefits as are generally
made available by the Company to its other full-time executive employees.
The agreements are terminable by either the Company or the officer
annually. In the event of a change in control of the Company, the
agreements provide that the officers shall be entitled to lump sum payments
in varying amounts not in excess of 2.99 times the officer's base salary
plus incentive bonus, in some cases averaged over five years preceding the
calendar year in which the change in control occurs, and Mr. Headley is
entitled, in addition, to receive an acceleration of a bonus in the
aggregate amount of $179,824, payable at the end of two years from the
commencement date of his employment, in connection with the Transfusion
Technologies acquisition. In addition, in the event that their employment
is terminated in connection with a change in control, the officers are
entitled to certain employee benefits during the one-year period commencing
on the date such termination occurs. In the event of the termination of
their employment under certain circumstances not involving a change in
control, including termination of their employment by the Company without
cause or a material diminution of their responsibilities, the agreements
provide that the officers shall receive a severance payment equal to their
annual base salary as well as certain employee benefits during the one-year
period following such termination. For purposes of the agreement the term
change in control shall be deemed to have occurred when any person becomes
the beneficial owner directly or indirectly of more than fifty percent of
the
11
combined voting power of the Company's outstanding stock or the
stockholders of the Company approve a merger or consolidation of the
Company with another corporation or a plan of liquidation or an agreement
for the sale or disposition of substantially all of the Company's assets.
The agreement also contains a noncompetition provision applicable for a
period of one year following termination of employment and provisions
regarding preservation of the confidentiality of Company information.
Option Grants in Fiscal Year Ended March 30, 2002
The following table provides information on option grants to the
executive officers of the Company listed in the Summary Compensation Table
above during the fiscal year ended March 30, 2002. Pursuant to applicable
regulations of the Securities and Exchange Commission, the table also sets
forth the hypothetical value which might be realized with respect to such
options based on assumed rates of stock appreciation of 5% and 10%
compounded annually from the date of grant to the end of the option term.
Individual Grants
--------------------------------------------------------- Potential Realizable
Percentage of Value at Assumed
Number of Total Options Annual Rates of Stock
Securities Granted to Exercise Price Appreciation
Underlying Employees or Base for Option Term(2)
Options in the Fiscal Price Expiration -----------------------------
Granted Year 2002 Per Share Date 5% 10%
-------------------------------------------------------------------------------------------
Ronald J. Ryan 13,520(1) 1.35 $33.15 4/30/2011 $281,863.02 $ 714,296.25
Thomas D. Headley 19,220(1) 1.92 $33.15 4/30/2011 $400,695.81 $1,015,441.85
- --------------------
Options vest at the rate of 25% per year over the four years
following the grant date (except in the case of death, termination or
retirement).
These values are based on assumed rates of appreciation only. Actual
gains, if any, on shares acquired on option exercises are dependent
on the future performance of the Company's Common Stock. There can be
no assurance that the values reflected in this table will be
achieved. On May 16, 2002 the closing price of the Company's Common
Stock on the New York Stock Exchange was $29.08.
12
Aggregated Option Exercises in Fiscal Year
Ended March 30, 2002 and Option Values at March 28, 2002
The following table provides information on the value of unexercised
options held by the executive officers listed in the Summary Compensation
Table above at March 30, 2002.
Number of Unexercised Value of Unexercised
Shares Options at March 30, 2002 Options at March 30, 2002(1)
Acquired Value ----------------------------- --------------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------------------------
James L. Peterson 0 $ 0 740,000 140,000 $10,133,679.84 $1,236,718.00
Ronald J. Ryan 0 $ 0 130,470 48,732 $ 1,921,988.96 $ 469,471.04
Stephen C. Swenson 0 $ 0 25,000 75,000 $ 38,812.50 $ 116,437.50
Timothy Surgenor 6,872 $65,941.65 127,002 135,579 $ 700,022.57 $ 775,789.22
Thomas D. Headley 0 $ 0 45,273 43,947 $ 360,314.23 $ 196,794.77
- --------------------
Value of unexercised stock options represents difference between the
exercise prices of the stock options and the closing price of the
Company's Common Stock on the New York Stock Exchange on March 28,
2002, which was $31.74.
13
COMPARATIVE PERFORMANCE GRAPH
The following performance graph compares the cumulative total
shareholder return for the period commencing March 31, 1997 through March
31, 2002 among the Company, the S&P 500 Index and the S&P 500 Health Care
(Health Care Equipment) Index. The graph assumes one hundred dollars
invested on March 31, 1997 in the Company's Common Stock, the S&P 500 Index
and the S&P 500 Health Care (Health Care Equipment) Index and also assumes
reinvestment of dividends. The S&P 500 Health Care (Medical Products &
Supplies) Index was discontinued in December, 2001. Therefore, the Company
has chosen to measure itself against the S&P 500 Health Care (Health Care
Equipment) Index, which includes the same companies as the previous index
plus Zimmer Holdings, Inc.
3/31/97 3/31/98 3/31/99 3/31/00 3/31/01 3/31/02
-------------------------------------------------------------------
Haemonetics Corporation $100 101 88 127 186 179
S&P 500 $100 148 175 207 162 162
S&P 500 Health Care (Equipment) Index $100 143 185 194 198 217
14
INDEPENDENT PUBLIC ACCOUNTANTS
On June 18, 2002, the Board of Directors, on the recommendation of
the Audit Committee, terminated the engagement of Arthur Andersen LLP
("Andersen") as the Company's independent public accountants and appointed
the firm of Ernst & Young LLP ("E&Y") as its independent public accountants
to examine the financial statements of the Company and its subsidiaries for
the fiscal year ending March 29, 2003.
Andersen's reports on the Company's consolidated financial statements
for the past two years did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope
or application of accounting principles.
During the Company's two most recent fiscal years and through the
date of termination of the engagement, there were no disagreements with
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved
to Andersen's satisfaction, would have caused Andersen to make reference to
the subject matter of the disagreement in connection with Andersen's report
on the Company's consolidated financial statements for such years; and
there were no reportable events as listed in Item 304(a)(1)(v) of
Regulation S-K promulgated by the Securities and Exchange Commission.
During the Company's two most recent fiscal years and through the
date of engagement, the Company did not consult E&Y with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that E&Y might
render on the Company's consolidated financial statements.
Representatives of the Company's independent public accountants are
expected to be present at the annual meeting, will have the opportunity to
make a statement if they desire to do so and are expected to be available
to respond to appropriate questions.
AUDIT COMMITTEE REPORT(1)
The Audit Committee of the Board of Directors, (the "Committee"),
provides general oversight of the Company's financial reporting and
disclosure practices, system of internal controls, and the Company's
processes for monitoring compliance by the Company with Company policies.
The Committee reviews with the Company's independent auditors the scope of
the audit for the year, the results of the audit when completed and the
independent auditor's fee for services performed. The Audit Committee also
recommends independent auditors to the Board of Directors and reviews with
management, and internal audit, various matters related to its internal
accounting controls. During the last fiscal year, there were five meetings
of the Audit Committee.
- --------------------
The material in this report, including the audit committee charter,
is not "soliciting material," is not deemed filed with the Commission
and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or
after the date hereof and irrespective of any general incorporation
language in any such filing.
15
The Audit Committee is comprised of three or more independent
directors, as determined by the Board, and operates under a written charter
adopted by the Board, (attached as Exhibit A).
Management is responsible for the Company's internal controls and the
financial reporting process. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and
issuing a report thereon. The Audit Committee is responsible for overseeing
and monitoring the quality of the Company's accounting and auditing
practices.
In this context, the Audit Committee reviewed and discussed the
Company's audited financial statements for the fiscal year ended March 30,
2002 with management and with the Company's independent auditors.
Management represented to the Committee that the Company's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles. Discussions about the Company's audited financial
statements included the auditor's judgments about the quality, not just the
acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in its financial
statements. The Committee also discussed with the auditors other matters
required by Statement on Auditing Standards, ("SAS") No. 61 "Communication
with Audit Committees," as amended by SAS No. 90, "Audit Committee
Communications."
The Company's auditors provided to the Committee written disclosures
required by the Independence Standards Board Standard No. 1 "Independence
Discussion with Audit Committees." The Committee discussed with the
auditors their independence from the Company, and considered the
compatibility of non-audit services with the auditor's independence.
Fees paid to the Company's independent auditors' firm for fiscal 2002
were comprised of the following:
Aggregate Audit Fees (for annual and quarterly reviews) $436,000
Aggregate Other Fees (primarily tax services and services in
connection with business acquisitions) 623,000
Based on the Committee's discussion with management and the auditors,
and the Committee's review of the representations of management and the
report of the auditors to the Committee, the 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 March 30, 2002 filed with the
Securities and Exchange Commission.
AUDIT COMMITTEE
Benjamin L. Holmes, Chairman
Sir Stuart Burgess
Ronald G. Gelbman
Donna C.E. Williamson
16
STOCKHOLDER PROPOSALS
Any proposal submitted for inclusion in the Company's Proxy Statement
and form of proxy relating to the 2003 Annual Meeting of Stockholders must
be received at the Company's principal executive offices in Braintree,
Massachusetts on or before February 24, 2003. In accordance with the
provisions of Rule 14a-4(c) promulgated under the Securities Exchange Act
of 1934, if the Company does not receive notice of a shareholder proposal
to be raised at its 2003 Annual Meeting on or before May 10, 2003, then in
such event, the management proxies shall be allowed to use their
discretionary voting authority when the proposal is raised at the 2003
Annual Meeting.
OTHER MATTERS
Management knows of no matters which may properly be and are likely
to be brought before the meeting other than the matters discussed herein.
However, if any other matters properly come before the meeting, the persons
named in the enclosed proxy will vote in accordance with their best
judgment.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all
proposals specified. Proxies will be voted as specified. If signed proxies
are returned without specifying an affirmative or negative vote on any
proposal, the shares represented by such proxies will be voted in favor of
the Board of Directors' recommendations.
By Order of the Board of Directors
/s/ Alicia R. Lopez
Braintree, Massachusetts Alicia R. Lopez
June 24, 2002 Clerk
17
Exhibit A
HAEMONETICS CORPORATION
CHARTER AND POWERS OF THE AUDIT COMMITTEE
I. PURPOSE
The Audit Committee (the "Committee") has been appointed by the Board of
Directors (the "Board") to provide general oversight of the Company's
financial reporting and disclosure practices, system of internal controls,
and the Company's processes for monitoring compliance by the Company with
Company policies. While the Committee has the powers and duties set forth
in this Charter, it is not the responsibility of the Committee to plan or
conduct audits or to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted
accounting principles. Nor is it the duty of the Committee to conduct
investigations, to resolve disagreements, if any, between management and
the independent accountants or to assure compliance with Company policies.
In performing its functions, it is the responsibility of the Committee to
endeavor to facilitate free and open communication among the independent
accountants, the internal auditors, the Board and the Company's management.
II. COMPOSITION
The Committee shall be comprised of three or more directors, as determined
by the Board, each of whom shall be independent and financially literate,
and at least one of whom shall have accounting or related financial
management expertise, all as prescribed in the requirements adopted from
time to time by the New York Stock Exchange.
III. RESPONSIBILITIES
In carrying out its oversight responsibilities the Committee shall:
Review this Charter at least annually.
Meet as frequently as circumstances require (generally four times per
year). The Committee may ask members of management or others to attend
meetings and provide pertinent information as necessary.
1. Create an agenda for the ensuing year.
2. Review the performance of the independent accountants and make
recommendations to the Board of Directors annually regarding
the appointment or termination of the independent accountants.
The independent accountants shall ultimately be accountable to
the Board and the Committee, as representatives of the
shareholders; and the Board, after considering the
recommendation of the Committee, shall have the ultimate
authority and responsibility to select, evaluate and, where
appropriate, replace the independent accountants.
A-1
3. Confer with the independent accountants and the internal
auditors concerning the scope of their examinations of the
books and records of the Company and its subsidiaries; review
and approve the independent accountants' annual engagement
letter; review and approve the Company's internal audit
charter, annual audit plans and budgets; direct the special
attention of the auditors to specific matters or areas deemed
by the Committee or the auditors to be of special significance;
and authorize the auditors to perform such supplemental reviews
or audits as the Committee may deem desirable.
4. Review with management, the independent accountants and
internal auditors significant risks and exposures (and assess
the steps management has taken to minimize such risks), audit
activities and significant audit findings.
5. Review and discuss with the independent accountants their
annual written statement delineating all relationships between
the independent accountants and the Company, consistent with
Independence Standards Board Standard No. 1, including in
particular the range and cost of audit and non-audit services
performed by the independent accountants; and actively engage
in a dialogue with the independent accountants with respect to
any disclosed relationships or services, including non-audit
services, that may impact the objectivity and independence of
the independent accountants and recommend that the Board take
appropriate action in response to the independent accountants'
report to satisfy itself of the independent accountants'
independence.
6. Review, in consultation with the independent accountants, the
integrity of the Company's financial reporting processes, both
internal and external.
7. Review the Company's audited annual financial statements and
the independent accountants' opinion rendered with respect to
such financial statements. In reviewing the Company's audited
annual financial statements, the Committee shall confer with
the Company's independent accountants, management and internal
auditors and consider the following:
* The accounting policies of the Company which may be
viewed as critical; the nature and extent of any
significant changes in accounting principles or the
application thereof; significant judgment areas;
significant risks and exposures and the steps management
have taken to minimize such risks to the Company.
* The independent accountants' judgments on the quality,
appropriateness and consistent application of the
Company's accounting principles, disclosures and
underlying estimates in the financial statements.
* The nature of any off-balance sheet structures, including
financing arrangements, and their potential impact on the
Company and its financial statements.
* The effectiveness and adequacy of the Company's internal
auditing procedures and systems of internal control,
including computerized information system controls and
security and internal controls and procedures relating to
executive travel and entertainment.
A-2
* The annual report from management assessing the Company's
internal controls.
* The recommendations of the independent accountants and
internal auditors regarding internal controls and other
matters relating to the accounting procedures and the
books and records of the Company and its subsidiaries,
including review of the correction of controls deemed to
be deficient.
* Adequacy of internal controls to expose any payments,
transactions or procedures that might be deemed illegal
or otherwise improper.
* The terms and effects of any transactions with parties
related to the Company which are significant in size or
which involve terms or other aspects which differ from
those which would likely be negotiated with an
unaffiliated third party and which are material to an
understanding of the Company's financial statements.
* Any comments and recommendations of the independent
accountants, including any serious difficulties or
disputes with management encountered during the course of
the audit.
8. Prior to any public announcement, discuss with the independent
accountants and financial management quarterly financial
results and the results of the independent accountants' review,
including the independent accountants' judgments on the quality
and consistent application of the Company's accounting
principles, disclosures and underlying estimates in the
quarterly financial statements, significant adjustments,
management judgments and accounting estimates, significant new
accounting policies, and disagreements with management and
whether these factors have affected the quality of the
Company's financial reporting. Discussion may be with the
Committee as a whole or a member designated by the Chairman, in
person or by telephone conference call.
9. Discuss with the independent accountants the matters required
to be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit.
10. Make a recommendation to the Board as to whether the audited
financial statements should be included in the Company's Annual
Report on Form 10-K.
11. Provide any recommendation, certifications and reports that may
be required by the New York Stock Exchange or the Securities
and Exchange Commission. The report required by the Securities
and Exchange Commission to be included in the Company's annual
proxy statement shall affirm that the Committee is governed by
a charter and has (i) reviewed and discussed the audited
financial statements with management, (ii) discussed with the
independent accountants the matters required to be discussed by
SAS 61, (iii) received the written disclosures and the letter
from the independent accountants required by Independent
Standards Board Standard No. 1 and has discussed with the
independent accountants the independent accountants'
independence, including the compatibility of non-audit services
with the accountant's independence, and (iv) recommended
A-3
to the Board that the audited financial statements be included
in the Company's Annual Report on Form 10-K.
12. Review with appropriate Company personnel, including the
General Counsel, the actions taken to ensure compliance with
the Company's Code of Conduct and the results of confirmations
and violations of such Code.
13. Review the programs and policies of the Company designed to
ensure compliance with Company policies.
14. Review the procedures established by the Company that monitor
the compliance by the Company with its loan and indenture
covenants and restrictions.
15. Meet periodically with the independent auditors, the Director
of Internal Audit and management in separate executive sessions
to discuss any matters that the Committee or these groups
believe should be discussed privately with the Committee, such
as the independent auditors' evaluation of the Company's
financial, accounting, and auditing personnel, the cooperation
that the independent accountants received during the course of
the audit and time pressures the independent accountants may be
experiencing;
16. Review accounting and financial human resources and financial
succession planning within the Company.
17. Report through its Chairman to the Board of Directors following
the meeting of the Committee.
18. Maintain minutes or other records of meetings and activities of
the Committee.
19. Conduct or authorize investigations into any matters within the
Committee's scope of responsibilities that it determines
appropriate. The Committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the
conduct of any investigation.
20. Consider such other matters in relation to the financial
affairs of the Company and its accounts, and in relation to the
internal and external audit of the Company as the Committee
may, in its discretion, determine to be advisable.
21. Periodically self-assess the financial and other qualifications
of Committee members against those skills needed to fulfill its
roles and responsibilities. Develop and implement a plan to
address any skill gaps.
A-4
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE HAEMONETICS CORPORATION
Annual Meeting of Stockholders
July 23, 2002
The undersigned hereby appoints Sir Stuart Burgess and James L.
Peterson or any one of them, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of Stockholders
of Haemonetics Corporation to be held Tuesday, July 23, 2002 at State
Street Bank Building, 225 Franklin Street, Boston, Massachusetts and at any
adjournment or adjournments thereof, to vote in the name and place of the
undersigned with all the power which the undersigned would possess if
personally present, all of the stock of Haemonetics Corporation standing in
the name of the undersigned, upon such business as may properly come before
the meeting, including the following as set forth hereon.
With- For All
For hold Except
1. ELECTION OF DIRECTORS: [ ] [ ] [ ]
James L. Peterson
Benjamin L. Holmes
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
___________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. ANY
PROXY HERETOFORE GIVEN BY THE UNDERSIGNED WITH RESPECT TO SUCH STOCK IS
HEREBY REVOKED. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS SET FORTH
IN THE PROXY STATEMENT.
Please sign exactly as your name(s) appear(s) on the Proxy. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
--------------------------------
Please be sure to sign and date Date
this Proxy in the box below.
- ---------------------------------------------------------------------
- -----Stockholder sign above--------Co-holder (if any) sign above-----
Detach above card, sign, date and mail in postage paid envelope provided.
HAEMONETICS CORPORATION
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED ABOVE AND RETURN IT
IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE
PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE
PROVIDED.
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