[LOGO OMITTED]
1110 Maple Street, P.O. Box 300 - Elma, New York 14059-0300
716-655-5990 FAX 716-655-6012
Dr. Nicholas D. Trbovich
Chairman and President
June 13, 2003
Dear Fellow Shareholder:
The Annual Meeting of Shareholders will take place on July 3, 2003 at 2:30
p.m. at the Center for Tomorrow, North Campus, State University of New York at
Buffalo, Flint Road (off Maple Road), Amherst, New York 14226. You are cordially
invited to attend.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
matters to be acted upon during the meeting. The meeting will also include a
report on the state of Servotronics, Inc.'s business.
To ensure your representation at the meeting, even if you are unable to
attend, please sign the enclosed Proxy Card and return it in the postage paid
envelope.
If you have any questions in regard to completing your proxy, please call
our Treasurer, Lee D. Burns at (716) 655-5990.
Your continued interest and support is very much appreciated.
Sincerely,
DR. NICHOLAS D. TRBOVICH
SERVOTRONICS, INC.
1110 MAPLE STREET
P.O. BOX 300
ELMA, NEW YORK 14059
NOTICE OF
2003 ANNUAL SHAREHOLDERS' MEETING
To the Shareholders:
Notice is hereby given that the 2003 Annual Meeting of the Shareholders of
Servotronics, Inc. (the "Company") will be held at the Center for Tomorrow,
North Campus, State University of New York at Buffalo, Flint Road (Off Maple
Road), Amherst, New York 14226, on Thursday, July 3, 2003 at 2:30 p.m., Buffalo
time, for the following purposes:
1. To elect four directors to serve until the next Annual Meeting of
Shareholders and until their successors are elected and qualified.
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only shareholders of record at the close of business on May 28, 2003 are
entitled to notice of and to vote at the meeting or any adjournments thereof.
DR. NICHOLAS D. TRBOVICH
Chairman of the Board,
President and Chief Executive Officer
Dated: June 13, 2003
--------------------------------------------------------------------------------
SHAREHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND MAILING THE ENCLOSED PROXY
IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.
--------------------------------------------------------------------------------
June 13, 2003
SERVOTRONICS, INC.
1110 Maple Street
P.O. Box 300
Elma, New York 14059
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 3, 2003
The following information is furnished in connection with the Annual
Meeting of Shareholders of SERVOTRONICS, INC. (the "Company") to be held on July
3, 2003 at 2:30 p.m., Buffalo time, at the Center for Tomorrow, North Campus,
State University of New York at Buffalo, Flint Road (off Maple Road), Amherst,
New York 14226. A copy of the Company's Annual Report to Shareholders for the
fiscal year ended December 31, 2002 accompanies this Proxy Statement. Additional
copies of the Annual Report, Notice, Proxy Statement and form of proxy may be
obtained without charge from the Company's Treasurer, 1110 Maple Street, P.O.
Box 300, Elma, New York 14059. This Proxy Statement and proxy card are first
being mailed to shareholders on or about June 13, 2003.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Annual Meeting of Shareholders is being
solicited by the directors of the Company. The proxy may be revoked by a
shareholder at any time prior to the exercise thereof by filing with the
Treasurer of the Company a written revocation or duly executed proxy bearing a
later date. The proxy may be revoked by a shareholder attending the meeting,
withdrawing such proxy and voting in person. The cost of soliciting the proxies
on the enclosed form will be paid by the Company. In addition to the use of
mails, proxies may be solicited by employees of the Company (who will receive no
additional compensation therefor) personally or by telephone or other electronic
communications, and arrangements may be made with banks, brokerage houses and
other institutions, nominees and/or fiduciaries to forward the soliciting
material to their principals and to obtain authorization for the execution of
proxies. The Company may, upon request, reimburse banks, brokerage houses and
other institutions, nominees and fiduciaries for their expenses in forwarding
proxy material to their principals. The Company has retained the services of
InvestorCom, Inc. 800 Third Avenue, 17th Floor, New York, New York 10022, to
assist in the solicitation of proxies and will pay that firm a fee of
approximately $3,000 plus expenses.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares entitled to vote has been fixed at
the close of business on May 28, 2003. On such date there were outstanding
2,492,901 shares of common stock of the Company, $.20 par value ("Common
Stock"), entitled to one vote each.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists the persons that owned beneficially, as of May 9,
2003, more than five percent of the outstanding Common Stock, based on the
Company's records including copies furnished to the Company of schedules filed
by shareholders with the Securities and Exchange Commission ("SEC") Unless
otherwise stated, each person has sole voting and investment power with respect
to the shares indicated as beneficially owned by that person.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
---------------- -------------------- ---------
Servotronics, Inc.
Employee Stock Ownership Trust 841,774 (2) 33.8%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Dr. Nicholas D. Trbovich 506,311 (3) 19.4%
1110 Maple Street
P.O. Box 300
Elma, New York 14059
Harvey Houtkin 238,803 (4) 9.6%
160 Summit Avenue
Montvale, New Jersey 07645
--------------------
(1) Percent of class is based upon 2,492,901 shares of common stock outstanding
as of May 9, 2003 plus, in the case of Dr. Trbovich, the shares underlying
his stock options, all of which are presently exercisable.
(2) The trustees of the Servotronics, Inc. Employee Stock Ownership Trust
("ESOT") -- Nicholas D. Trbovich, Jr., Lee D. Burns and Raymond C.
Zielinski - direct the voting of unallocated shares. The participants in
the related plan have the right to direct the voting of shares which have
been allocated to their respective accounts; if a participant does not
direct the vote, the trustees may direct the vote of that participant's
shares. As of May 9, 2003, approximately 371,171 shares have been allocated
to the accounts of participants and approximately 470,603 shares (18.9% of
the shares outstanding) remain unallocated.
(3) This amount includes (i) 32,309 shares held by a charitable foundation for
which Dr. Trbovich serves as a trustee; (ii) an option to acquire 120,600
shares; (iii) approximately 41,596 shares allocated to Dr. Trbovich's
account under the ESOT; and (iv) approximately 3,084 shares beneficially
owned by certain of Dr. Trbovich's children (as to which Dr. Trbovich
disclaims beneficial interest). This amount does not include the shares
beneficially owned by certain of Dr. Trbovich's other relatives.
(4) Based on a statement on Schedule 13G, as last amended on February 13, 2003,
filed by Mr. Houtkin with the SEC. According to Mr. Houtkin's statement, he
has sole voting and investment power with respect to 190,000 shares and
shared voting and investment power with respect to 48,803 shares. Mr.
Houtkin disclaims beneficial ownership in additional shares owned by other
members of his family.
2
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of May 9, 2003, information as to the
beneficial ownership of shares of common stock of the Company held by each
director and executive officer and by all directors and executive officers as a
group (each individual listed in the following table has sole voting and
investment power with respect to the shares of common stock indicated as
beneficially owned by that person, except as otherwise indicated):
NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(2) CLASS (1)
---------------- ----------------------- ---------
Dr. Nicholas D. Trbovich 506,311 (3) 19.4%
Nicholas D. Trbovich, Jr. 95,500 (4) 3.7%
Raymond C. Zielinski 44,813 (5) 1.8%
Lee D. Burns 40,895 (6) 1.6%
Donald W. Hedges 40,336 (7) 1.6%
Dr. William H. Duerig 39,193 (8) 1.6%
All directors and executive officers as a group 1,237,651 (9)(10) 44.39%
(1) Percent of class is based upon 2,492,901 shares of common stock outstanding
as of May 9, 2003 plus the number of shares subject to stock options held
by the indicated person or group.
(2) Messrs. Nicholas D. Trbovich, Jr., Raymond C. Zielinski and Lee D. Burns
are the trustees of the ESOT created under the Servotronics, Inc. Employee
Stock Ownership Plan ("Plan"). Shares held by the ESOT which have not been
allocated to the accounts of Plan participants are not included in the
individual beneficial ownership of Messrs. Trbovich, Jr., Zielinski and
Burns reported in the table. Such unallocated shares plus all shares in the
Plan allocated to the accounts of all executive officers are included in
the beneficial ownership of all directors and executive officers as a group
reported in the last line of the table. See also note (2) to the table in
"Security Ownership of Certain Beneficial Owners."
(3) See note (3) to the table in "Security Ownership of Certain Beneficial
Owners."
(4) This amount includes 60,800 shares which Mr. Trbovich, Jr. has the right to
acquire under stock options which are currently exercisable and
approximately 19,886 shares allocated to Mr. Trbovich, Jr.'s account under
the ESOT. See note (2) above, including the cross-reference in that note.
(5) This amount includes 21,300 shares which Mr. Zielinski has the right to
acquire under stock options which are currently exercisable and
approximately 15,864 shares allocated to Mr. Zielinski's account under the
ESOT. See note (2) above, including the cross-reference in that note.
(6) This amount includes 21,300 shares which Mr. Burns has the right to acquire
under stock options which are currently exercisable and approximately 6,424
shares allocated to Mr. Burns' account under the ESOT. See note (2) above,
including the cross-reference in that note.
3
(7) This amount includes 35,600 shares which Mr. Hedges has the right to
acquire under stock option plans all of which are currently exercisable.
Mr. Hedges has sole voting and investment power with respect to 4,261
shares and shared voting and investment power with respect to 475 shares.
(8) This amount includes 35,600 shares which Dr. Duerig has the right to
acquire under stock option plans all of which are currently exercisable.
Dr. Duerig has sole voting and investment power with respect to 3,593
shares.
(9) See the table in "Security Ownership of Certain Beneficial Owners" and note
(2) thereto.
(10) See notes (2) through (8) above and the table in "Security Ownership of
Certain Beneficial Owners" and note (2) thereto.
EXECUTIVE OFFICERS
The following is a listing of the Company's executive officers:
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION
NAME AGE AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS
---- --- --------------------------------------------------------
Dr. Nicholas D. Trbovich 68 See table under "Election of Directors."
Nicholas D. Trbovich, Jr. 43 See table under "Election of Directors."
Raymond C. Zielinski 58 Vice President since 1990.
Lee D. Burns 61 Treasurer and Secretary and Chief Financial Officer since
1991.
Nicholas D. Trbovich, Jr. is the son of Dr. Nicholas D. Trbovich. There
are no other family relationships between any of the directors or executive
officers of the Company.
EXECUTIVE COMPENSATION
DIRECTORS' FEES. Under the Company's standard compensation arrangements
with directors who are not employees, they are paid a yearly director's fee of
$10,000 plus a per meeting fee of $650 and reimbursement of actual expenses for
attendance at Board meetings. Directors who are also employees do not receive
the director's and/or meeting fees. Members of the Audit Committee of the Board
are paid a yearly Audit Committee fee of $1,500 plus a per-meeting fee of $450
and reimbursement of actual expenses for attendance at Audit Committee meetings
other than Audit Committee meetings held on the same day as a Board meeting.
COMPENSATION TABLE. The following table shows the compensation paid by the
Company to each executive officer of the Company whose total salary and bonus
from the Company and its subsidiaries exceeded $100,000 during any of the last
three fiscal years (the "Named Officers").
4
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
AWARDS
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND COMPEN- OPTIONS COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION(2) (NO. OF SHARES) SATION(3)
------------------ ---- ------ -------- --------- --------------- ---------
Dr. Nicholas D. Trbovich 2002 $ 347,419 $15,000 $ 35,827 -- $ 11,306
Chairman, President and 2001 337,301 30,000 29,484 45,000 18,344
CEO 2000 328,875 -- 31,250 37,800 11,069
Raymond C. Zielinski 2002 $ 129,308 $ 6,500 -- -- $ 6,651
Vice President 2001 120,423 10,000 $ 4,846 8,000 8,786
2000 118,478 -- -- 7,500 4,790
Nicholas D. Trbovich, Jr. 2002 $ 129,308 $ 6,500 $ 15,192 -- $ 14,787
Director, Vice President 2001 120,423 10,000 7,633 24,000 18,410
2000 108,596 -- 54,508 18,400 7,551
Lee D. Burns 2002 $ 118,532 $ 6,500 -- -- $ 3,017
Treasurer, Secretary, CFO 2001 110,327 10,000 -- 8,000 6,834
2000 105,379 -- $ 29,172 7,500 4,239
-------------------
(1) The "Bonus" column of the compensation table above includes discretionary
incentive payments authorized by the Board of Directors and paid in the
year indicated in the table. No bonuses were paid in the year 2000.
Discretionary payments authorized for 2003 will be included in the
compensation table for 2003 to the extent they are paid in that year. The
Board of Directors has made no commitment for incentive payments in
subsequent years.
(2) Comprises amounts paid for untaken vacation pursuant to a policy that is
generally applicable to all employees of the Company; these amounts reflect
accrued vacation earned and expensed by the Company prior to when the
payments were received.
(3) All Other Compensation for 2002 includes (i) an allocation of 1,436, 1,013
and 1,175 shares for Dr. Trbovich, Mr. Zielinski and Mr. Trbovich, Jr.,
respectively, of common stock of the Company under their ESOT accounts,
valued as of November 30, 2002 (the date of the allocation) at the closing
price on the American Stock Exchange on that date of $3.90 per share; and
(ii) $4,191, $2,702, $9,664 and $3,017 to Dr. Trbovich, Mr. Zielinski, Mr.
Trbovich, Jr. and Mr. Burns, respectively, for life insurance and health
care benefits, but excludes $18,250 of a taxable life insurance related
benefit for Dr. Trbovich.
STOCK OPTIONS. No stock options were granted to or exercised by the Named
Officers during 2002. The following table gives information with respect to
stock options owned by the Named Officers at the end of 2002.
5
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
NUMBER OF
UNEXERCISED VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT
ACQUIRED ON VALUE YEAR-END: FISCAL YEAR-END
NAME OF OFFICER EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------- -------- -------- ------------------------- -------------------------
Dr. Nicholas D. Trbovich -- -- 120,600/0 N/A
Raymond C. Zielinski -- -- 21,300/0 N/A
Nicholas D. Trbovich, Jr. -- -- 60,800/0 N/A
Lee D. Burns -- -- 21,300/0 N/A
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
NUMBER OF SECURITIES
NUMBER OF SECURITIES REMAINING AVAILABLE FOR
TO BE ISSUED UPON WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
EXERCISE OF OUTSTANDING EXERCISE PRICE OF EQUITY COMPENSATION
OPTIONS, WARRANTS OUTSTANDING OPTIONS, PLANS (EXCLUDING SECURITIES
AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
PLAN CATEGORY (A) (B) (C)
------------- ------------------------- --------------------- --------------------------
Equity compensation
plans approved by
security holders 125,000 $4.38 225,000
Equity compensation
plans not approved
by security holders 194,200 $6.057 76,600
------- ------ ------
Total 319,200 $5.40 301,600
======= ===== =======
PROPOSAL 1
ELECTION OF DIRECTORS
The By-Laws of the Company provide that there shall be not less than three
directors nor more than nine and that the number of directors to be elected at
the Annual Meeting of Shareholders shall be fixed by the Board of Directors. The
Board of Directors has fixed the number of directors to be elected at the
meeting at four. Each person so elected shall serve until the next Annual
Meeting of Shareholders and until his successor is elected and shall have
qualified.
Each nominee is currently serving as a director of the Company and was
elected at the Company's 2002 Annual Meeting of Shareholders.
The directors believe that all of the nominees are willing and able to
serve as directors of the Company. If any nominee at the time of election is
unable or unwilling to serve or is otherwise unavailable for election, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy. Each nominee, to be elected as a director, must
receive the affirmative vote of a plurality of the votes cast at the meeting.
The following table sets forth certain information regarding the nominees
for election to the Company's Board of Directors.
6
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION
NAME AGE AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS
---- --- --------------------------------------------------------
Dr. William H. Duerig 81 Director of the Company since 1990; Physicist and Senior
Program Manager for Kearfott Guidance & Navigation Corporation
for more than five years prior to retirement in 1993.
Donald W. Hedges 81 Director of the Company since 1967; self-employed
attorney since 1988.
Nicholas D. Trbovich, Jr. 43 Director of the Company since 1990; Vice President of
the Company since 1990; Director of Corporate
Development of the Company from 1987 to 1990;
Director of e.Autoclaims.
Dr. Nicholas D. Trbovich 68 Chairman of the Board of Directors, President and Chief
Executive Officer of the Company since 1959.
The directors recommend a vote FOR the four nominees listed above. Unless
instructed otherwise, proxies will be voted FOR these nominees.
ADDITIONAL COMPANY INFORMATION
COMMITTEES AND MEETING DATA
The Board of Directors has an Audit Committee comprised of Messrs. Hedges
and Duerig . The Audit Committee meets with the Company's independent auditors
and reviews with them matters relating to corporate financial reporting and
accounting procedures and policies, the adequacy of financial, accounting and
operating controls, the scope of the audit and the results of the audit. The
Audit Committee is also charged with the responsibility of submitting to the
Board of Directors any recommendations it may have from time to time with
respect to financial reporting and accounting practices, policies and financial
accounting and operation controls and safeguards.
Other than the Audit Committee, the Company has no committees of the Board
of Directors. All functions other than Audit Committee functions are performed
by the Board of Directors. The Board's practice is to require all compensation
provisions relative to the Chief Executive Officer to be approved by a majority
of independent directors as well as a majority of the Board of Directors. During
the fiscal year ended December 31, 2002, the Audit Committee met 6 times and the
Board of Directors met 10 times. No director attended less than 100% of the
meetings held.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee serves as the representative of the Board of Directors
for general oversight of the Company's financial accounting and reporting,
systems of internal control, audit process, and monitoring compliance with
standards of business conduct. The Board of Directors has adopted a charter for
the Audit Committee. Management of the Company has primary responsibility for
preparing financial statements of the Company as well as the Company's financial
reporting process. PricewaterhouseCoopers LLP, acting as independent auditors,
is responsible for expressing an opinion on the conformity of the Company's
audited financial statements with generally accepted accounting principles.
In this context, the Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited financial
statements for fiscal year 2002 with the Company's management.
7
2. The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees.
3. The Audit Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board No.
1, Independence Discussions with Audit Committees, and has discussed with
PricewaterhouseCoopers LLP the matter of that firm's independence.
4. Based on the review and discussion referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors of the
Company, and the Board of Directors has approved, that the audited
financial statements be included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002, for filing with the Securities
and Exchange Commission.
Each member of the Audit Committee is independent as defined under the
listing standards of the American Stock Exchange.
AUDIT COMMITTEE
---------------
Dr. William H. Duerig, Chairman
Donald W. Hedges
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of reports filed pursuant to Section 16(a) of
the Securities Exchange Act or representations from directors and executive
officers required to file such reports, the Company believes that all such
filings required of its officers and directors were timely made.
EMPLOYMENT AGREEMENT
Dr. Trbovich has an employment agreement with the Company pursuant to which
he is entitled to receive minimum direct compensation of $353,395 per annum, or
such greater amount as the Company's Board of Directors may determine, and
lifetime health and life insurance benefits. In the event of Dr. Trbovich's
death or total disability during the term of the employment agreement, he or his
estate is entitled to receive 50% of the compensation he is receiving from the
Company at the time of his death or disability during the remainder of the term
of the employment agreement. Also, in the event of (i) a breach of the agreement
by the Company, (ii) a change in control of the Company, as defined, or (iii) a
change in the responsibilities, positions or geographic office location of Dr.
Trbovich, he is entitled to terminate the agreement and receive a payment of
2.99 times his average annual compensation from the Company for the preceding
five years. If this provision is invoked by Dr. Trbovich and the Company makes
the required payment, the Company will be relieved of any further liability
under the agreement notwithstanding the number of years covered by the agreement
prior to termination. In the event the agreement is not extended by the Company
beyond the scheduled expiration date (September 30, 2007), as such date may be
extended, Dr. Trbovich will be entitled to a severance payment equal to nine
months' salary and benefits.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During 2002, Dr. Trbovich's son, Nicholas D. Trbovich, Jr., served as an
officer and director of the Company and received the compensation disclosed in
the Executive Compensation Table. See also, the discussion under "Employment
Agreement" above. Michael D. Trbovich, a management employee of the Company, is
also a son of Dr. Nicholas D. Trbovich, and received remuneration of $72,827
which includes fringe benefits for health insurance, life insurance and an
amount paid for untaken vacation. He did not receive a benefit (i.e.: a no-cost
allocation of Company shares) with respect to the ESOT.
8
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP, which has served as the Company's independent
public accountants since 1976, has been selected by the Board of Directors as
the independent public accountants for the Company's current fiscal year. A
representative of PricewaterhouseCoopers LLP is expected to be present at the
meeting with the opportunity to make a statement if he desires to do so and will
be available to respond to appropriate questions of shareholders.
Relating to the fiscal year ended December 31, 2002, PricewaterhouseCoopers
LLP provided various audit and non-audit services to the Company as follows:
Audit Fees. The aggregate fees billed to the Company by
PricewaterhouseCoopers LLP relating to the fiscal year 2002 for the audit of the
Company's annual financial statements and the review of those financial
statements in the Company's quarterly reports on Form 10-QSB totaled $73,500.
Financial Information Systems Design and Implementation Fees. Our
independent auditors did not render information technology services to us during
the fiscal year ended December 31, 2002.
All Other Fees. The aggregate fees billed by our independent auditors for
professional services rendered to us relating to fiscal year 2002, other than
audit services referred to above, were approximately $18,250 and primarily
included services rendered to us in connection with tax preparation and tax
consulting services.
The Audit Committee of the Board of Directors has considered whether
provision of the services described above is compatible with maintaining our
accountant's independence and has determined that such services have not
adversely affected PricewaterhouseCoopers LLP's independence.
VOTING INFORMATION
The presence, in person or by properly executed proxy, of the holders of
shares of Common Stock entitled to cast a majority of the votes entitled to be
cast by the holders of all outstanding shares of Common Stock is necessary to
constitute a quorum. The form of proxy submitted by the Company's management
confers on the named proxies the authority to vote in their discretion on any
other matter submitted for a vote at a meeting as to which the Company did not
have notice on or before May 4, 2003, which date is 45 days before the date
(June 18) on which the Company mailed its proxy materials for last year's annual
meeting. At May 4, 2003, the Company had not received notice of any intention to
submit any other matter; and, therefore, the proxies have discretion to vote on
any other matter that comes before the meeting.
Shares of Common Stock represented by a properly signed, dated and returned
proxy will be treated as present at the meeting for the purposes of determining
a quorum. Proxies relating to "street name" shares of Common Stock that are
voted by brokers will be counted as shares of Common Stock (1) present for
purposes of determining the presence of a quorum and (2) as having voted in
accordance with the directions and statements on the form of proxy.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received at the Company's offices no later
than February 19, 2004, in order to be considered for inclusion as a stockholder
proposal in the Company's proxy materials for the 2004 Annual Meeting.
OTHER MATTERS
So far as the directors are aware, no matters other than the election of
directors will be presented to the meeting for action on the part of the
shareholders. If any other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying proxy to vote thereon
the shares to which the proxy relates in accordance with their best judgment.
By Order of the Directors
DR. NICHOLAS D. TRBOVICH
Chairman of the Board,
President and Chief Executive Officer
Elma, New York
9
SERVOTRONICS, INC. PROXY
1110 Maple Street THIS PROXY IS SOLICITED ON
P.O. Box 300 BEHALF OF THE BOARD OF DIRECTORS
Elma, New York 14059
The undersigned hereby appoints Dr. Nicholas D. Trbovich and Lee D. Burns,
and either of them, Proxies for the undersigned, with full power of
substitution, to vote all shares of Servotronics, Inc. which the undersigned
would be entitled to vote at the Annual Meeting of Shareholders to be held at
2:30 p.m., Buffalo time, July 3, 2003, at the Center for Tomorrow, North Campus,
State University of New York at Buffalo, Flint Road (off Maple Road), Amherst,
New York 14226, or any adjournments thereof, and directs that the shares
represented by this Proxy shall be voted as indicated below:
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY to vote for all nominees
---- (except as otherwise marked to the contrary below) ---- listed below
INSTRUCTION. TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH HIS NAME IN THE LIST BELOW:
Dr. William H. Duerig, Donald W. Hedges, Nicholas D. Trbovich, Jr. and Dr. Nicholas D. Trbovich.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments
thereof.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
(Continued from other side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE NOMINEES FOR DIRECTOR
LISTED ABOVE. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THOSE
NOMINEES.
Please date and sign your name exactly as it appears below and return this
Proxy promptly in the enclosed envelope, which requires no postage if mailed in
the United States.
Dated , 2003
------------------------------
------------------------------------------
Signature
------------------------------------------
Signature
Joint owners should each sign. Executors,
administrators, trustees, guardians and
corporate officers should indicate their
title.