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 Section240.14a-12
POWER-ONE, INC.
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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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(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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EXPLANATORY NOTE: THE SOLE PURPOSE OF THIS AMENDMENT TO THE ORIGINAL DEFINITIVE
PROXY STATEMENT FILED MARCH 26, 2001 IS TO INSERT CERTAIN PAGES WHICH WERE
INADVERTENTLY OMITTED FROM THE ORIGINAL FILING DUE TO A MECHANICAL TRANSMISSION
ERROR. THIS REVISED FILING HAS NOT BEEN ALTERED IN ANY WAY FROM THE NOTICE AND
PROXY STATEMENT THAT WERE ORIGINALLY SENT TO THE SECURITIES AND EXCHANGE
COMMISSION AND FIRST MAILED TO STOCKHOLDERS ON OR ABOUT APRIL 4, 2001.
[POWER-ONE LOGO]
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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TO OUR STOCKHOLDERS:
WHAT: Our Annual Meeting of Stockholders for Fiscal Year 2000
WHEN: May 3, 2001 at 10:00 a.m., local time
WHERE: The Renaissance Agoura Hills Hotel
30100 Agoura Road
Agoura Hills, California 91301-2004
WHY: At this meeting, we plan to:
1. Elect two Class I Directors for a three-year term.
2. Ratify the appointment of Deloitte & Touche LLP as
independent auditors of Power-One for the 2001 fiscal year.
3. Transact any other business which may properly be presented
at the meeting or any adjournment.
Only stockholders of record at the close of business on March 15, 2001 will
receive notice of the Annual Meeting and be eligible to vote at the meeting.
All stockholders are encouraged to attend the Annual Meeting. Whether or not
you plan to attend, please promptly register your votes to ensure that your
shares are represented at the Annual Meeting.
Please refer to your Proxy card for various voting methods. Please vote as
soon as possible. We have enclosed a postage-prepaid envelope for your
convenience if you choose to use the enclosed Proxy card. Please note: If you
attend the Annual Meeting, you may still vote in person at the meeting even if
you previously returned or voted a Proxy.
By Order of the Board of Directors,
/s/ RANDALL H. HOLLIDAY
Randall H. Holliday
SECRETARY
Camarillo, California
April 4, 2001
POWER-ONE, INC.
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
(805) 987-8741
PROXY STATEMENT
The Board of Directors of Power-One, Inc. seeks your Proxy for use at our
Annual Meeting of Stockholders. We will hold the meeting according to our Notice
of Annual Meeting, unless we adjourn to a later date and/or time.
This proxy statement and the accompanying Notice of Annual Meeting discuss
the purposes of the Annual Meeting. We have sent these proxy solicitation
materials on or about April 4, 2001 to all stockholders entitled to vote at the
Annual Meeting.
* VOTING AND SOLICITATION
Each share of common stock has one vote on all matters submitted to our
stockholders at the Annual Meeting. Stockholders of record as of the close of
business on March 15, 2001 will receive notice of and may vote at the Annual
Meeting. Eligible stockholders may vote using one of the following methods:
- Online via the Internet, if available.
- By telephone, if available.
- By marking, signing, and returning the Proxy card.
There were 78,567,095 shares of our common stock issued and outstanding as
of March 15, 2001. The closing sale price on that date was $18.00 per share. Our
common stock is traded on the Nasdaq National Market-Registered Trademark- under
the symbol "PWER."
The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the outstanding shares of our common stock will constitute a
quorum for the meeting. Assuming such a quorum is present, the affirmative votes
of a majority of votes cast is necessary to approve the proposals presented to
our stockholders at the Annual Meeting.
The inspector of elections that we appoint will count all votes cast in
person or by proxy at the Annual Meeting. We will treat abstentions as shares
that are present and entitled to vote to determine the presence of a quorum, but
not as votes cast to determine the approval of any matter submitted to a vote of
the stockholders.
If you hold your shares in "street name" through a broker or other nominee,
and you do not give your broker or nominee specific instructions on how to vote
your shares, your broker or nominee will be permitted to exercise voting
discretion with respect to the matters proposed to be acted upon.
POWER-ONE, INC.
740 CALLE PLANO
CAMARILLO, CALIFORNIA 93012
(805) 987-8741
PROXY STATEMENT
* REVOKING YOUR PROXY
Any Proxy may be revoked at any time before it is actually voted at the
Annual Meeting. Regardless of the method of voting used, you may revoke your
Proxy by doing one of the following:
- File a written notice of revocation, dated later than the Proxy, before
the vote is taken at the Annual Meeting.
- Execute a later dated Proxy before the vote is taken at the Annual
Meeting.
- Vote in person at the Annual Meeting (your attendance at the Meeting, by
itself, does NOT revoke your earlier Proxy).
Any written notice of revocation, or later Proxy, should be delivered to
Power-One, Inc., 740 Calle Plano, Camarillo, CA 93012, Attention: Secretary. Or,
you may hand deliver a written revocation notice, or a later Proxy, to our
Secretary at the Annual Meeting before we begin voting.
* DEADLINE FOR STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Any stockholder who intends to present a proposal at our Annual Meeting for
fiscal year 2001 must deliver the proposal to us at our principal executive
offices not later than December 5, 2001 for inclusion in our proxy statement and
form of proxy relating to the meeting.
Stockholder proposals submitted outside the proxy process (i.e., a proposal
to be presented at the next annual meeting of stockholders but NOT submitted for
inclusion in our proxy statement for that meeting) must be received by our
corporate Secretary not less than 90 nor more than 120 days prior to the
meeting, presently expected to be held in May 2002. However, if less than
100 days' notice of the date of the meeting is given to stockholders, then
notice by the stockholder of any proposal need only be received within 10 days
from the date on which notice of the meeting was given. Stockholder proposals
must contain certain information required by our bylaws and comply with
applicable legal requirements. Any stockholder may obtain a copy of our bylaws
by submitting a request to our corporate Secretary at the address set forth on
the cover of this proxy statement.
2
PROPOSAL 1
ELECTION OF DIRECTORS
Directors are to be elected at the Annual Meeting of Stockholders. The
nominees proposed for election as Class I Directors are Steven J. Goldman and
Jay Walters, both of whom are currently serving as directors. Mr. Goldman and
Mr. Walters will serve until the annual meeting of stockholders in 2004 or until
their respective successors are elected and qualified.
See "Security Ownership of Certain Beneficial Owners and Management" on
page 14 for information on the stock ownership of each director candidate, plus
information on stock ownership of all current directors and executive officers
as a group. There are no family relationships among any of our directors or
executive officers.
Proxies in the enclosed form will be voted, unless authority is withheld,
for Mr. Goldman and Mr. Walters. Mr. Goldman and Mr. Walters have each indicated
their willingness to serve if elected, but if either should become unable to
serve, we will vote the Proxies we receive for the election of such other person
as our directors shall recommend. We are not aware of any reason why either of
our nominees will be unable or will decline to continue to serve as a director.
Background information on Mr. Goldman and Mr. Walters appears below.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
YEAR FIRST
NAME OF NOMINEE AGE(1) PRINCIPAL OCCUPATION CLASS ELECTED
--------------- -------- -------------------- -------- ----------
Steven J. Goldman.................... 43 Chairman of the Board and Chief I 1988
Executive Officer of Power-One, Inc.
Jay Walters.......................... 53 President of New Horizon Services, LLC I 2000
STEVEN J. GOLDMAN. Mr. Goldman, who joined us in 1982, became our Chief
Executive Officer in 1990 and was named Chairman of the Board in February 1997.
From 1990 to January 2000, Mr. Goldman also served as our President. He received
his B.S. degree in electrical engineering from the University of Bridgeport and
his M.B.A. degree from Pepperdine University's Executive Program. Mr. Goldman is
a contributing member and co-membership chairman of the San Fernando Valley
Chapter of the Young Presidents' Organization.
JAY WALTERS. Mr. Walters, who became a director in 2000, is President of
New Horizon Services, LLC, a technology consulting company. From 1995 to 1997,
Mr. Walters was Vice President and Chief Operating Officer of AT&T's Power
Systems Business Unit, a position he continued to hold with Lucent Technologies
following its spin-off from AT&T in 1995. In late 1997, he was appointed to the
position of Vice President in Lucent's Network Products Group. Mr. Walters, who
retired from Lucent in 1999, received his B.S. degree in nuclear engineering
from the University of Wisconsin and his M.B.A. degree from Louisiana State
University.
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(1) As of March 31, 2001.
3
PROPOSAL 1
ELECTION OF DIRECTORS
CLASS II AND III DIRECTORS
The following directors are currently directors of the company, and their
terms have not expired. We expect these directors to continue to serve until
their terms expire. We will put the Class II and Class III directors up for
re-election at the Annual Meetings in 2002 and 2003, respectively.
YEAR FIRST
NAME OF DIRECTOR AGE(2) PRINCIPAL OCCUPATION CLASS ELECTED
---------------- -------- -------------------- -------- ----------
Dr. Hanspeter Brandli................ 62 Owner and operator of HPB Management II 1998
Services
Kendall R. Bishop.................... 62 Senior Partner, O'Melveny & Myers LLP II 2000
Jon E.M. Jacoby...................... 63 Director and Executive Vice President of III 1995
Stephens Group, Inc.
DR. HANSPETER BRANDLI. Dr. Brandli, who became a director in 1998, owns and
operates HPB Management Services, a management services company. He received a
Diploma in physics in 1963 from the Federal Institute of Technology (ETH) in
Zurich, Switzerland and a Ph.D. in physics from the University of
Berne/Switzerland in 1968. Dr. Brandli is also President of the Board of
Directors of our subsidiary Power-One Holding AG, formerly known as Melcher
Holding AG, and all other Swiss subsidiaries.
KENDALL R. BISHOP. Mr. Bishop, who became a director in 2000, is a senior
partner at O'Melveny & Myers LLP, a global law firm based in Los Angeles.
Mr. Bishop has been with O'Melveny since 1965. He received his B.A. degree from
Stanford University and his J.D. degree from the University of California at
Berkeley.
JON E.M. JACOBY. Mr. Jacoby is a director and an Executive Vice President
of Stephens Group, Inc. Mr. Jacoby is a Senior Executive Vice President of
Stephens Inc., an affiliate of Stephens Group, Inc., where he has been employed
since 1963. He received his B.S. degree from the University of Notre Dame and
his M.B.A. degree from Harvard Business School. He is also a director of
Delta & Pine Land Company, Beverly Enterprises, Inc., Sangamo Biosciences and
Eden Bioscience.
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(2) As of March 31, 2001.
4
PROPOSAL 1
ELECTION OF DIRECTORS
* DIRECTOR COMPENSATION
In consideration for acting as a director of the company, we pay each
non-employee director $5,000 per year, as well as $3,000 per meeting for all
Board of Directors, Compensation Committee and Audit Committee meetings
attended. In addition, Dr. Brandli received approximately $9,000 in 2000 for
serving on the boards of our Swiss subsidiaries. We also reimbursed our
directors for reasonable out-of-pocket expenses incurred in connection with
attending board and committee meetings. Our non-employee directors have also
received, and are expected to continue to receive, options to purchase our
common stock.
* MEETINGS IN 2000
- Board of Directors:
6 regular meetings
1 telephonic meeting
5 actions by written consent
- Audit Committee:
3 regular meetings
- Compensation Committee:
1 regular meeting
5 actions by written consent
We do not have a standing nominating committee.
During 2000, all of the directors attended at least 75% of the meetings of
the Board and at least 75% of the meetings of the committees of the Board of
which they were members.
* COMMITTEE MEMBERSHIPS
Mr. Walters, Dr. Brandli and Mr. Bishop serve on the Audit Committee.
Mr. Jacoby, Dr. Brandli and Mr. Walters serve on the Compensation Committee.
* COMMITTEE RESPONSIBILITIES
AUDIT COMMITTEE
- Recommends the engagement of our independent auditors.
- Reviews and oversees the services performed by our independent auditors.
- Reviews the independence of the independent auditors.
- Reviews and evaluates our accounting principles and our system of internal
accounting controls.
COMPENSATION COMMITTEE
- Determines compensation of our executive officers.
- Administers our Amended and Restated 1996 Stock Incentive Plan.
- Establishes the criteria for bonuses, which are summarized in the
"Compensation Committee Report on Executive Compensation."
* AUDIT COMMITTEE REPORT(*)
The Audit Committee of the Board of Directors is responsible for monitoring
the integrity of Power-One's consolidated financial statements, its system of
internal controls and the independence and performance of its independent
auditors. We also recommend to the Board of Directors, subject to stockholder
ratification, the selection of the company's independent auditors. The Audit
Committee is composed of three independent, non-employee directors and operates
under a written charter adopted and approved by the Board of Directors. A copy
of the Audit Committee Charter is attached to this proxy statement.
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* This section of the proxy statement shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this proxy
statement into any of our filings pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate this section by reference therein, and
shall not be deemed soliciting material or otherwise deemed filed under
either such Acts.
5
PROPOSAL 1
ELECTION OF DIRECTORS
Management is responsible for the company's financial reporting process,
including its system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. The independent auditors are responsible for auditing
those financial statements. Our responsibility is to monitor and review these
processes. However, we are not professionally engaged in the practice of
accounting or auditing and are not experts in the fields of accounting or
auditing, or in the determination of auditor independence. We rely, without
independent verification, on the information provided to us and on the
representations made by management and the independent auditors.
In this context, we held three meetings during fiscal year 2000. The
meetings were designed, among other things, to facilitate and encourage
communication among the Audit Committee, management and the independent
auditors, Deloitte & Touche LLP. We discussed with the independent auditors the
overall scope and plans for their audit. We met with the independent auditors,
with and without management present, to discuss the results of their
examinations and their evaluations of the company's system of internal control.
Additionally, we have discussed with management the formation of an internal
audit capability, either within the company or outsourced to others, to
supplement the external independent auditors.
We have reviewed and discussed the audited consolidated financial statements
for the fiscal year ended December 31, 2000 with management and Deloitte &
Touche.
We also discussed with the independent auditors matters required to be
discussed with audit committees under generally accepted auditing standards,
including, among other things, matters related to the conduct of the audit of
the consolidated financial statements and the matters required to be discussed
by Statement on Auditing Standards No. 61, as amended (Communication with Audit
Committees).
The independent auditors also provided to us the written disclosures and the
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and we discussed with the independent
auditors their independence from Power-One. When considering Deloitte & Touche's
independence, we considered whether their provision of services to the company
beyond those rendered in connection with their audit and review of the
consolidated financial statements was compatible with maintaining their
independence. We also reviewed, among other things, the amount of fees paid to
Deloitte & Touche for audit and non-audit services.
During 2000, the company retained Deloitte & Touche to provide services in
the following categories and approximate amounts:
- Audit Fees: $ 641,000
- Financial Information Systems
Design and Implementation
Fees: $ 0
- All Other Fees (consists
primarily of income tax
consulting, planning and
return preparation, merger
and acquisition support, and
other operational consulting
projects): $1,540,000
Based on our review and these meetings, discussions and reports, and subject
to the limitations on our role and responsibilities referred to above and in the
Audit Committee Charter, we recommended to the Board of Directors that
Power-One's audited consolidated financial statements for the fiscal year ended
December 31, 2000 be included in the Annual
6
PROPOSAL 1
ELECTION OF DIRECTORS
Report on Form 10-K. We have also recommended the selection of Power-One's
independent auditors, and, based on our recommendation, the Board has selected
Deloitte & Touche as the independent auditors
for the fiscal year ending December 30, 2001, subject to stockholder
ratification.
Jay Walters, Chairman
Dr. Hanspeter Brandli
Kendall R. Bishop
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS I
DIRECTORS LISTED ABOVE. WE WILL VOTE PROXIES RECEIVED BY US IN FAVOR OF THE
NOMINEES UNLESS A CONTRARY CHOICE IS INDICATED.
7
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, following the recommendation of the Audit Committee,
has appointed Deloitte & Touche LLP, independent auditors, to audit our
consolidated financial statements for the 2001 fiscal year. Services provided to
us and our subsidiaries by Deloitte & Touche LLP in 2000 included the
examination of our financial statements for the fiscal year ended December 31,
2000, limited reviews of quarterly reports, services related to filings with the
Securities and Exchange Commission, consultations on various tax matters,
services provided in connection with our acquisitions of HC Power, Inc. and
Powec AS and general accounting consultation. This appointment is being
presented to the stockholders for ratification at the meeting. If the
appointment is not ratified, the Board of Directors will reconsider its
selection.
Deloitte & Touche LLP has audited our consolidated financial statements
since 1993.
Representatives of Deloitte & Touche LLP are expected to be present at the
meeting. They will have the opportunity to address the audience at the meeting,
and will be available to answer appropriate questions from stockholders.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE &
TOUCHE LLP AS POWER-ONE'S INDEPENDENT AUDITORS FOR 2001. WE WILL VOTE PROXIES
RECEIVED BY US IN FAVOR OF THE RATIFICATION OF DELOITTE & TOUCHE LLP UNLESS A
CONTRARY CHOICE IS INDICATED.
8
EXECUTIVE OFFICER COMPENSATION
All references to shares and options in this section have been adjusted to
reflect the three-for-two and two-for-one splits to our common stock effected
during 2000.
SUMMARY COMPENSATION TABLE
The following table provides information for our last three fiscal years
regarding all compensation paid to or earned by our Chief Executive Officer and
each of our four other most highly compensated executive officers other than the
Chief Executive Officer who served as executive officers of Power-One as of
December 31, 2000 and whose salary plus bonus exceeded $100,000 (together with
the Chief Executive Officer, the "Top 5 Compensated Executive Officers"):
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LONG-TERM ALL OTHER
OFFICERS ANNUAL COMPENSATION COMPENSATION(1) COMPENSATION
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OPTIONS
NAME AND POSITION YEAR SALARY BONUS(2) (SHARES)
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Steven J. Goldman, 2000 $368,708 $359,867 105,000 *
Chairman and Chief Executive Officer 1999 $331,239 $212,571 -- *
1998 $313,008 -- 195,000(3) *
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William T. Yeates, 2000 $295,014 $289,193 750,000 *
President and Chief Operating
Officer(4)
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Eddie K. Schnopp, 2000 $161,241 $124,874 210,000(5) *
Senior Vice President--Finance and 1999 $144,227 $ 90,226 -- *
Chief Financial Officer 1998 $135,725 -- 225,000(6) *
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Dennis R. Roark, 2000 $177,946 $140,690 105,000 *
Executive Vice President and Chief 1999 $162,454 $103,928 -- *
Technology Officer 1998 $158,612 -- 120,000(7) *
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David J. Hage, 2000 $156,411 $124,874 105,000 *
President--AC and DC Power Systems 1999 $144,879 $137,226 -- *
Division 1998 $140,158 $ 30,000(8) 120,000(7) *
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* Less than $50,000 or 10% of the total salary and bonus for the year
indicated.
(1) Power-One has not granted any Restricted Stock Awards, SARs or LTIPs to any
of the Top 5 Compensated Executive Officers.
(2) Bonuses reflect amounts earned in the fiscal year indicated, but paid in the
following year.
(3) Mr. Goldman did not participate in our October 1998 option repricing.
(4) Mr. Yeates joined us on January 13, 2000.
(5) Total includes 105,000 shares underlying options granted in 2000 to Donna
Koep who is our Senior Vice President--Human Resources and is married to
Mr. Schnopp. Mr. Schnopp disclaims beneficial ownership of such shares.
(6) 120,000 shares underlying options granted to Mr. Schnopp were reduced by 10%
to 108,000 in connection with our October 1998 option repricing. Total
includes 105,000 shares underlying options granted in 1998 to Ms. Koep,
which were also reduced by 10%, to 94,500, in connection with the repricing.
Mr. Schnopp disclaims beneficial ownership of such shares.
(7) Reduced by 10% to 108,000 in connection with our October 1998 option
repricing.
(8) Although bonuses were not paid to our other executive officers for 1998,
Mr. Hage served as our Vice President--Sales and Marketing during that year
and earned the amount indicated under our Sales Bonus Plan.
9
EXECUTIVE OFFICER COMPENSATION
STOCK OPTION GRANTS AND EXERCISES
FOR OFFICERS
STOCK OPTION GRANTS 2000
This table shows grants made in 2000 to our Top 5 Compensated Executive
Officers, and hypothetical gains for the options at the end of their respective
ten-year terms. We have arbitrarily assumed annualized growth rates of the
market price of our common stock over the exercise price of the option of five
percent (5%) and ten percent (10%), running from the date the option was granted
to the end of the option term. Actual gains, if any, on option exercises depend
on the future performance of our common stock and overall market conditions.
INDIVIDUAL GRANTS(1)
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POTENTIAL REALIZABLE
VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
TOTAL OPTIONS EXERCISE OF STOCK PRICE
OPTION GRANTED TO OR BASE APPRECIATION
SHARES EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM
OFFICER GRANTED(#) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
--------------------------------------------------------------------------------------------------------------
Steven J. Goldman 105,000 2.47% $20.88 4/17/10 $1,378,789 $ 3,494,121
--------------------------------------------------------------------------------------------------------------
William T. Yeates 675,000 15.86% $11.17 1/13/10 $4,741,708 $12,016,420
75,000 1.76% $17.54 3/30/10 $ 827,311 $ 2,096,568
--------------------------------------------------------------------------------------------------------------
Eddie K. Schnopp (2) 210,000 4.93% $20.88 4/17/10 $2,757,577 $ 6,988,242
--------------------------------------------------------------------------------------------------------------
Dennis R. Roark 105,000 2.47% $20.88 4/17/10 $1,378,789 $ 3,494,121
--------------------------------------------------------------------------------------------------------------
David J. Hage 105,000 2.47% $20.88 4/17/10 $1,378,789 $ 3,494,121
--------------------------------------------------------------------------------------------------------------
(1) Power-One did not grant any SARs in 2000 to any of the Top 5 Compensated
Executive Officers.
(2) Includes 105,000 options granted to Ms. Koep. Mr. Schnopp disclaims
beneficial ownership of such shares.
AGGREGATE OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES
This table shows all stock options exercised by the Top 5 Compensated
Executive Officers for 2000. The "Value Realized" column reflects the difference
between the market value of the underlying securities at the actual exercise
date and the exercise price of the options. The "Value of unexercised
in-the-money options at 2000 year-end" column reflects the difference between
the market value and the exercise price of in-the-money options at the end of
2000.
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VALUE OF UNEXERCISED
SHARES IN-THE-
ACQUIRED NUMBER OF UNEXERCISED MONEY OPTIONS AT 2000
ON VALUE OPTIONS AT 2000 YEAR-END YEAR-END(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------------------------------------------------------------------------------------------------------
Steven J. Goldman -- -- 299,400 246,600 $11,330,627 $ 6,947,309
--------------------------------------------------------------------------------------------------------------
William T. Yeates -- -- -- 750,000 -- $20,629,125
--------------------------------------------------------------------------------------------------------------
Eddie K. Schnopp -- -- 297,000(2) 355,500(2) $11,436,323 $ 9,333,559
--------------------------------------------------------------------------------------------------------------
Dennis R. Roark -- -- 191,700 186,300 $ 7,397,156 $ 4,993,069
--------------------------------------------------------------------------------------------------------------
David J. Hage 73,500 $4,425,511 68,700 186,300 $ 2,644,579 $ 4,993,069
--------------------------------------------------------------------------------------------------------------
(1) Total value of exercisable and unexercisable options based on the market
value of our common stock on December 29, 2000 ($39.31 per share).
(2) Exercisable total includes 132,300 shares underlying options held by
Ms. Koep; unexercisable total includes 172,200 shares underlying options
held by Ms. Koep. Mr. Schnopp disclaims beneficial ownership of these
shares.
10
EXECUTIVE OFFICER COMPENSATION
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT,
CHANGE-IN-CONTROL ARRANGEMENTS AND CERTAIN TRANSACTIONS
William T. Yeates serves as our President and Chief Operating Officer under
the terms set forth in a letter from Mr. Goldman. Pursuant to the letter, in
addition to his salary and our standard employee benefits package, Mr. Yeates is
eligible for a bonus based on the achievement of specific performance goals.
Pursuant to the letter to Mr. Yeates, he was also granted non-qualified
stock options to purchase an aggregate of 675,000 shares of our common stock. Of
these, 450,000 options become exercisable over four years at the rate of 25% per
year; the remaining 225,000 vest and become exercisable on December 31, 2001.
In addition, we made certain loans to Mr. Yeates. A loan in the amount of
$100,000, and additional loans to cover certain relocation expenses, do not
accrue interest and will be forgiven on the third anniversary of Mr. Yeates'
hire if he is still employed by us, or upon his death, permanent disability or
termination for other than cause. A separate loan in the amount of $660,000
bears interest at the rate of 5.5% per annum and is due and payable on
January 13, 2004.
Finally, if we experience a change in control, as defined in the letter to
include certain mergers and other triggering events, Mr. Yeates will receive a
one-time payment equal to twice his most recent salary and annual bonus and up
to 337,500 of his stock options will vest and become immediately exercisable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors and
persons who own more than 10% of a registered class of our equity securities to
file reports of ownership and changes in ownership with the SEC and NASDAQ.
These persons are required by regulation of the SEC to furnish us with copies of
all Section 16(a) forms they file.
Based solely on our review of the copies of such forms that we received, or
written representations from certain reporting persons, we believe that during
2000 our officers, directors and greater than 10% beneficial owners complied
with all applicable Section 16(a) filing requirements.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(*)
The Compensation Committee consists of Mr. Jacoby, Dr. Brandli and
Mr. Walters, each of whom is an independent, non-employee director. The
Compensation Committee determines the cash portion of the Chief Executive
Officer's salary, sets the range within which the other executive officers'
salaries should vary and determines equity awards for all executive officers.
------------------------
* This section of the proxy statement shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this proxy
statement into any of our filings pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate this section by reference therein, and
shall not be deemed soliciting material or otherwise deemed filed under
either such Acts.
11
EXECUTIVE OFFICER COMPENSATION
Our executive compensation program is designed to attract, retain and
motivate the senior executive talent required to ensure the company's success.
The program also aims to support the creation of stockholder value and ensure
that pay is consistent with performance. When establishing salaries, bonuses and
stock or equity awards for executive officers, the Compensation Committee
considers the individual's role, leadership responsibilities and performance
during the last year and the amount of compensation paid to executive officers
in similar positions at companies that compete with us for executives.
The Compensation Committee's belief has been that the company's performance
generally is reflected in its stock price. Therefore, the company has paid base
salaries and cash bonuses that have been in the lower half for executive
officers at similar companies, but has supplemented cash compensation with
equity awards that are tied to the performance of the company's stock. This
emphasis on the value of the company's stock price has generally provided our
executive officers with competitive overall pay packages.
Prior to determining compensation formulas for 2001, the Compensation
Committee expects to retain the services of a compensation consulting firm to
assist it in reviewing the compensation levels of Power One's executive
officers, as well as the specific compensation plans offered by the company.
This will help ensure that the interests of both the company and its
stockholders are met.
The Compensation Committee may consider other forms of compensation, both
short- and long-term, in addition to those described below, designed to link
compensation with achieving financial targets.
BASE SALARY. The Compensation Committee set Mr. Goldman's salary for 2000.
The increase in Mr. Goldman's salary was due to our success in meeting financial
targets in 1999. In addition to meeting or exceeding our operational targets and
projected earnings per share, we also completed the acquisition of International
Power Devices, Inc. and a successful offering of our common stock. The
Compensation Committee also authorized Mr. Goldman to increase our other
executive officers' salaries by 4% to 10% in his discretion based on the factors
previously discussed.
MANAGEMENT BONUS PLAN. Under our Management Bonus Plan, our executive
officers can earn bonuses based on the company's attaining specified EBITDA
objectives during a particular fiscal year. Under this plan, which covers
certain key employees, our executive officers can earn bonuses in amounts up to
predetermined percentages of their base salaries. Mr. Goldman and Mr. Yeates are
eligible to receive bonuses of up to 100% of their salaries. The remainder of
our executive officers can earn bonuses of up to 80% of their salaries. Bonuses
are based on actual EBITDA realized by the company during any fiscal year as a
percentage of planned EBITDA. Our executive officers were awarded bonuses under
the Management Bonus Plan for 2000, as indicated on the Summary Compensation
Table on page 9.
DISCRETIONARY BONUS PLAN. Under the Discretionary Bonus Plan, our executive
officers can receive, at the sole discretion of the Compensation Committee, a
bonus of up to 50% of the executive's base salary. This bonus is based upon the
Compensation Committee's determination of an individual's contribution to the
company in conjunction with the company's (i) significantly exceeding projected
earnings per share, (ii) having accelerated sales growth, (iii) executing
acquisitions in an efficient manner, or (iv) achieving such other goals as the
Board of Directors or the Compensation Committee may determine. The Compensation
Committee did not award our executive officers any bonuses under the
Discretionary Bonus Plan for 2000.
EQUITY BASED COMPENSATION. The Compensation Committee will provide
long-term incentives linked to an increase in stock value by awarding, in
amounts, to persons, and at times it
12
EXECUTIVE OFFICER COMPENSATION
believes appropriate, stock options at the fair market value on the date of
grant. Outstanding stock options of our executive officers which were granted in
1996 and 1998 are exercisable in various increments on the third through seventh
anniversaries of the date of grant, but such options may be exercisable on
earlier dates if we meet certain financial goals. In 1997 and 1999 we reached
these financial targets, and 20% of each officer's outstanding options became
exercisable. Financial targets were reached again in 2000 and, as a result, an
additional 40% of outstanding stock options will become exercisable this year,
including normal vesting. All options granted after 1998 are exercisable in 25%
increments over four years, unless otherwise approved by the Compensation
Committee.
In 2000 the Compensation Committee recommended, and the Board of Directors
approved, an amendment to our Amended and Restated 1996 Stock Incentive Plan
that allows the Chairman to grant options, other than to officers or directors,
at fair market value within aggregate limits approved by the Compensation
Committee. The aggregate limit established by the Compensation Committee for
2000 was 3,600,000 options.
THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Section 162(m) of the Internal
Revenue Code does not permit us to deduct cash compensation in excess of
$1 million paid to the Chief Executive Officer and the four other most highly
compensated executive officers during any taxable year, unless such compensation
meets certain requirements. We believe that our stock incentive plan and our
Management Bonus Plan (as previously described) comply with the rules under
Section 162(m) for treatment as performance-based compensation, allowing us to
deduct fully compensation paid to executives under these plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of our Compensation Committee has a relationship that would
constitute an interlocking relationship with executive officers or directors of
another entity.
Jon E.M. Jacoby
Dr. Hanspeter Brandli
Jay Walters
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents certain information about beneficial ownership
of our common stock as of March 15, 2001, by each person (or group of affiliated
persons) who is known by us to own beneficially more than 5% of our common
stock, each director, each executive officer named in the Executive Officer
Compensation table, and all directors and executive officers as a group. Except
as indicated in the footnotes to this table, the persons named in the table have
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to community property laws where
applicable.
NAME OF BENEFICIAL OWNER(1) NUMBER OF SHARES(2) PERCENT OF TOTAL
--------------------------- ------------------- ----------------
Voting Trust(3)............................................. 11,279,077 14.4%
Stephens Group, Inc.(3)(4).................................. 6,293,526 8.0
Steven J. Goldman........................................... 2,931,356 3.7
William T. Yeates........................................... 202,500 *
Eddie K. Schnopp(5)......................................... 1,063,928 1.3
Dennis R. Roark............................................. 1,024,174 1.3
David J. Hage............................................... 1,147,782 1.5
Jon E.M. Jacoby(4)(6)....................................... 2,377,849 3.0
Hanspeter Brandli........................................... -- --
Jay Walters................................................. 31,000 *
Kendall R. Bishop........................................... 49,650 *
All executive officers and directors as a group (11
persons).................................................. 8,878,066 11.1
------------------------
* Less than 1%
(1) The addresses for the listed beneficial owners are as follows: for the
voting trust, c/o James Sommers, Trustee, 2148 Rolston Road, Charlotte,
North Carolina, 28207; for Stephens Group, Inc. and Jon E.M. Jacoby, 111
Center Street, Little Rock, Arkansas 72201; for each other listed
stockholder, c/o the Company, 740 Calle Plano, Camarillo, California 93012.
(2) Gives effect to options exercisable within 60 days of March 15, 2001 and to
the three-for-two and two-for-one splits of our common stock effected
during 2000.
(3) The voting trust is administered by Mr. James Sommers, Trustee. The trustee
exercises sole voting power over the trust's shares, and is required to
vote such shares "for" or "against" proposals submitted to our stockholders
in the same proportion as the votes cast "for" and "against" such proposals
by all other stockholders, excluding abstentions. The voting trust will
expire on the earlier of June 7, 2008, or the occurrence of certain events
related to Stephens Inc.'s status as an affiliate of us.
(4) Stephens Group, Inc. has contributed its shares to a voting trust described
in Note 3. Certain shareholders, directors, officers and related entities
of Stephens Group, Inc. own an additional 5,719,119 shares, of which
4,985,551 have been contributed to the voting trust. Mr. Jacoby is a
director and an officer of Stephens Group, Inc. and its affiliate,
Stephens Inc.
14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(5) Includes 434,591 shares owned by Ms. Koep and 12,148 shares owned by a
trust for the benefit of Mr. Schnopp's children. Mr. Schnopp disclaims
beneficial ownership of such shares.
(6) Includes 321,451 shares owned by Jacoby Enterprises, Inc., 283,544 shares
owned by Coral Two Corporation and 74,304 shares owned by Stephens Inc.
Custodian for Jon E.M. Jacoby IRA, which have all been contributed to the
voting trust and as to which Mr. Jacoby has sole power of disposition,
subject to certain transfer restrictions in the voting trust agreement, and
the voting trust has sole power to vote; also includes 30,566 shares owned
by Delaware Charter Guarantee & Trust F/B/O Jon E.M. Jacoby Keogh as to
which Mr. Jacoby has sole power of disposition and sole power to vote; also
includes the following shares as to which Mr. Jacoby disclaims beneficial
ownership: 239,937 shares owned by Warren and Harriet Stephens Children's
Trust UID 9/30/87, 245,322 shares owned by Nicholas M. Stephens Trust AAAA,
245,322 shares owned by Caroline A. Stephens Trust AAAA and 245,323 shares
owned by JT Stephens III Trust AAAA, which have been contributed to the
voting trust and as to which Mr. Jacoby, as sole trustee, has sole power of
disposition, subject to certain transfer restrictions in the voting trust
agreement, and the voting trust has sole power to vote; and includes 88,208
shares owned by Grandchild's Trust One UID 12/16/85, 88,208 shares owned by
Grandchild's Trust Two UID 12/16/85, 88,208 shares owned by Grandchild's
Trust Three UID 12/89, 45,000 shares owned by Susan Stephens Campbell 1995
Trust UID 12/4/95, 45,000 shares owned by Craig D. Campbell, Jr. 1995 Trust
UID 12/4/95 and 45,000 shares owned by Elizabeth Chisum Campbell 1995 Trust
UID 12/4/95, as to which Mr. Jacoby, as a co-trustee, has shared power to
vote and shared power of disposition; and includes 48,408 shares owned by
Etablissement Landeco Vaduz, as to which Mr. Jacoby has shared power of
disposition and no power to vote pursuant to a power of attorney granted to
Mr. Jacoby. Does not include shares owned by Stephens Group, Inc. or other
of its related persons or entities, except as mentioned in this footnote.
15
STOCK PERFORMANCE GRAPH
The following compares the cumulative total stockholder return on a $100
investment in our common stock with the cumulative total return of a $100
investment in the Standard & Poors 500 Index, the Russell 2000 Index and the
Nasdaq Stock Market, each for the period from September 30, 1997 (the day our
common stock commenced trading) through December 29, 2000. The total return on
the common stock is measured by dividing the difference between the common stock
price at the end and the beginning of the measurement period by the common stock
price at the beginning of the measurement period.
The Standard & Poors 500 Index, Russell 2000 Index and Nasdaq Stock Market
are intended to provide a relevant comparison of total annual return in the time
period (through December 29, 2000) in which our common stock has been publicly
traded.
BASED ON INVESTMENT OF $100 BEGINNING SEPTEMBER 30, 1997(*)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
POWER-ONE RUSSELL 2000 NASDAQ S&P 500
09/30/97 100.00 100.00 100.00 100.00
10/01/97 129.91 100.00 100.00 101.00
10/02/97 128.57 101.00 101.00 101.00
10/03/97 129.46 101.00 102.00 102.00
10/06/97 140.18 102.00 102.00 103.00
10/07/97 135.71 102.00 103.00 104.00
10/08/97 136.61 102.00 103.00 103.00
10/09/97 132.14 102.00 104.00 102.00
10/10/97 133.93 102.00 103.00 102.00
10/13/97 135.71 103.00 103.00 102.00
10/14/97 133.04 102.00 103.00 102.00
10/15/97 133.93 102.00 102.00 102.00
10/16/97 132.59 101.00 101.00 101.00
10/17/97 133.48 99.00 99.00 100.00
10/20/97 132.59 100.00 100.00 101.00
10/21/97 134.82 101.00 102.00 103.00
10/22/97 137.50 101.00 101.00 102.00
10/23/97 135.71 99.00 99.00 100.00
10/24/97 135.71 99.00 98.00 99.00
10/27/97 125.00 93.00 91.00 93.00
10/28/97 137.50 95.00 95.00 97.00
10/29/97 133.04 96.00 95.00 97.00
10/30/97 130.36 94.00 93.00 95.00
10/31/97 133.04 95.00 95.00 97.00
11/03/97 130.36 97.00 97.00 99.00
11/04/97 130.80 97.00 97.00 99.00
11/05/97 135.71 98.00 97.00 100.00
11/06/97 131.25 98.00 96.00 99.00
11/07/97 132.14 96.00 95.00 98.00
11/10/97 133.04 96.00 94.00 97.00
11/11/97 133.93 96.00 94.00 98.00
11/12/97 131.25 93.00 91.00 96.00
11/13/97 124.11 93.00 92.00 97.00
11/14/97 120.54 94.00 94.00 98.00
11/17/97 123.21 96.00 96.00 100.00
11/18/97 124.11 95.00 95.00 99.00
11/19/97 125.00 95.00 95.00 100.00
11/20/97 125.45 96.00 96.00 101.00
11/21/97 123.21 96.00 96.00 102.00
11/24/97 125.00 94.00 94.00 100.00
11/25/97 125.00 94.00 94.00 100.00
11/26/97 117.86 94.00 95.00 100.00
11/28/97 116.96 95.00 95.00 101.00
12/01/97 116.96 96.00 97.00 103.00
12/02/97 112.50 95.00 95.00 103.00
12/03/97 108.04 96.00 96.00 103.00
12/04/97 109.82 96.00 96.00 103.00
12/05/97 104.91 97.00 97.00 104.00
12/08/97 103.57 97.00 98.00 104.00
12/09/97 107.14 97.00 96.00 103.00
12/10/97 109.82 95.00 95.00 102.00
12/11/97 108.04 94.00 92.00 101.00
12/12/97 107.59 93.00 91.00 101.00
12/15/97 108.04 93.00 91.00 102.00
12/16/97 105.36 94.00 92.00 102.00
12/17/97 102.23 94.00 92.00 102.00
12/18/97 100.89 93.00 90.00 101.00
12/19/97 100.89 93.00 90.00 100.00
12/22/97 100.89 93.00 91.00 101.00
12/23/97 99.11 93.00 90.00 99.00
12/24/97 100.00 93.00 89.00 98.00
12/26/97 100.00 93.00 90.00 99.00
12/29/97 100.00 94.00 91.00 101.00
12/30/97 100.00 96.00 93.00 102.00
12/31/97 98.21 96.00 93.00 102.00
01/02/98 98.21 96.00 94.00 103.00
01/05/98 101.79 96.00 95.00 103.00
01/06/98 101.79 95.00 94.00 102.00
01/07/98 101.79 95.00 93.00 102.00
01/08/98 101.79 94.00 92.00 101.00
01/09/98 92.86 91.00 89.00 98.00
01/12/98 92.86 91.00 89.00 99.00
01/13/98 100.89 92.00 91.00 101.00
01/14/98 109.82 93.00 92.00 101.00
01/15/98 108.93 93.00 92.00 100.00
01/16/98 109.82 94.00 93.00 102.00
01/20/98 116.07 95.00 94.00 103.00
01/21/98 113.39 95.00 94.00 102.00
01/22/98 113.39 94.00 94.00 102.00
01/23/98 110.71 94.00 93.00 101.00
01/26/98 101.79 93.00 93.00 101.00
01/27/98 107.14 93.00 94.00 102.00
01/28/98 107.14 94.00 96.00 103.00
01/29/98 112.50 95.00 96.00 104.00
01/30/98 110.71 95.00 96.00 103.00
02/02/98 110.71 96.00 98.00 106.00
02/03/98 109.82 96.00 99.00 106.00
02/04/98 114.29 97.00 100.00 106.00
02/05/98 112.95 98.00 99.00 106.00
02/06/98 109.82 98.00 101.00 107.00
02/09/98 114.29 99.00 100.00 107.00
02/10/98 114.29 99.00 101.00 108.00
02/11/98 110.71 100.00 101.00 108.00
02/12/98 112.95 100.00 102.00 108.00
02/13/98 112.95 100.00 101.00 108.00
02/17/98 112.95 100.00 101.00 108.00
02/18/98 112.50 100.00 102.00 109.00
02/19/98 112.50 100.00 102.00 109.00
02/20/98 113.39 100.00 103.00 109.00
02/23/98 113.84 101.00 104.00 110.00
02/24/98 117.86 100.00 103.00 109.00
02/25/98 116.96 101.00 105.00 110.00
02/26/98 120.54 102.00 105.00 111.00
02/27/98 123.21 102.00 105.00 111.00
03/02/98 117.86 102.00 104.00 111.00
03/03/98 114.29 102.00 104.00 111.00
03/04/98 110.71 102.00 104.00 111.00
03/05/98 108.04 101.00 102.00 109.00
03/06/98 111.61 102.00 104.00 111.00
03/09/98 109.82 102.00 102.00 111.00
03/10/98 110.71 102.00 104.00 112.00
03/11/98 109.82 103.00 104.00 113.00
03/12/98 109.82 103.00 105.00 113.00
03/13/98 109.82 103.00 105.00 113.00
03/16/98 108.93 104.00 106.00 114.00
03/17/98 107.14 104.00 106.00 114.00
03/18/98 106.70 104.00 106.00 115.00
03/19/98 112.50 105.00 107.00 115.00
03/20/98 110.71 105.00 106.00 116.00
03/23/98 114.73 104.00 106.00 116.00
03/24/98 121.43 105.00 108.00 117.00
03/25/98 116.96 105.00 108.00 116.00
03/26/98 119.64 105.00 108.00 116.00
03/27/98 116.96 105.00 108.00 116.00
03/30/98 119.64 105.00 108.00 115.00
03/31/98 121.43 106.00 109.00 116.00
04/01/98 118.75 107.00 110.00 117.00
04/02/98 120.09 107.00 110.00 118.00
04/03/98 121.43 107.00 110.00 119.00
04/06/98 121.43 106.00 109.00 118.00
04/07/98 120.54 105.00 107.00 117.00
04/08/98 120.54 105.00 107.00 116.00
04/09/98 118.75 106.00 108.00 117.00
04/13/98 121.43 106.00 108.00 117.00
04/14/98 117.86 107.00 109.00 118.00
04/15/98 120.54 107.00 111.00 118.00
04/16/98 117.86 107.00 110.00 117.00
04/17/98 113.39 107.00 111.00 119.00
04/20/98 100.00 108.00 112.00 119.00
04/21/98 100.00 108.00 113.00 119.00
04/22/98 97.32 108.00 114.00 119.00
04/23/98 92.86 107.00 112.00 118.00
04/24/98 94.64 106.00 111.00 117.00
04/27/98 95.54 103.00 108.00 115.00
04/28/98 90.18 104.00 109.00 115.00
04/29/98 89.73 105.00 110.00 116.00
04/30/98 89.73 106.00 111.00 117.00
05/01/98 89.29 107.00 111.00 118.00
05/04/98 89.29 107.00 111.00 118.00
05/05/98 86.61 106.00 111.00 118.00
05/06/98 83.93 106.00 110.00 117.00
05/07/98 86.61 105.00 109.00 116.00
05/08/98 86.61 106.00 111.00 117.00
05/11/98 86.16 105.00 110.00 117.00
05/12/98 84.82 105.00 110.00 118.00
05/13/98 83.48 105.00 111.00 118.00
05/14/98 84.82 105.00 111.00 118.00
05/15/98 84.82 104.00 110.00 117.00
05/18/98 82.14 103.00 109.00 117.00
05/19/98 82.14 104.00 110.00 117.00
05/20/98 79.46 103.00 109.00 118.00
05/21/98 71.43 103.00 108.00 118.00
05/22/98 71.43 102.00 107.00 117.00
05/26/98 70.54 100.00 105.00 115.00
05/27/98 69.64 99.00 106.00 115.00
05/28/98 70.09 100.00 106.00 116.00
05/29/98 70.54 101.00 106.00 115.00
06/01/98 68.75 99.00 104.00 115.00
06/02/98 69.64 99.00 105.00 115.00
06/03/98 58.48 99.00 103.00 114.00
06/04/98 55.36 100.00 105.00 116.00
06/05/98 55.36 100.00 106.00 118.00
06/08/98 55.80 101.00 106.00 118.00
06/09/98 58.93 101.00 107.00 118.00
06/10/98 63.39 99.00 105.00 117.00
06/11/98 59.82 98.00 104.00 116.00
06/12/98 57.59 97.00 104.00 116.00
06/15/98 56.25 96.00 102.00 114.00
06/16/98 56.25 97.00 104.00 115.00
06/17/98 58.93 98.00 105.00 117.00
06/18/98 57.14 97.00 105.00 117.00
06/19/98 58.93 97.00 106.00 116.00
06/22/98 58.93 97.00 107.00 116.00
06/23/98 57.59 99.00 109.00 118.00
06/24/98 57.59 99.00 111.00 120.00
06/25/98 63.39 99.00 111.00 119.00
06/26/98 64.29 99.00 111.00 120.00
06/29/98 64.29 100.00 112.00 120.00
06/30/98 67.41 101.00 112.00 120.00
07/01/98 71.43 101.00 114.00 121.00
07/02/98 67.86 101.00 112.00 121.00
07/06/98 68.75 101.00 113.00 122.00
07/07/98 69.20 101.00 113.00 122.00
07/08/98 67.86 101.00 115.00 123.00
07/09/98 64.29 101.00 115.00 122.00
07/10/98 64.29 101.00 115.00 123.00
07/13/98 62.05 101.00 117.00 123.00
07/14/98 66.07 101.00 117.00 124.00
07/15/98 68.30 102.00 118.00 124.00
07/16/98 67.41 102.00 119.00 125.00
07/17/98 62.95 102.00 119.00 125.00
07/20/98 64.29 102.00 119.00 125.00
07/21/98 67.41 101.00 117.00 123.00
07/22/98 66.07 99.00 117.00 123.00
07/23/98 64.29 97.00 115.00 120.00
07/24/98 62.50 97.00 115.00 120.00
07/27/98 59.82 95.00 115.00 121.00
07/28/98 57.14 94.00 113.00 119.00
07/29/98 52.68 94.00 112.00 119.00
07/30/98 55.36 95.00 114.00 121.00
07/31/98 51.79 92.00 111.00 118.00
08/03/98 50.89 91.00 110.00 117.00
08/04/98 53.57 89.00 106.00 113.00
08/05/98 54.46 88.00 106.00 114.00
08/06/98 53.57 90.00 109.00 115.00
08/07/98 54.02 92.00 110.00 115.00
08/10/98 54.02 91.00 109.00 114.00
08/11/98 50.89 88.00 106.00 113.00
08/12/98 56.25 90.00 108.00 114.00
08/13/98 54.46 89.00 107.00 113.00
08/14/98 55.36 89.00 106.00 112.00
08/17/98 54.46 89.00 108.00 114.00
08/18/98 54.46 91.00 110.00 116.00
08/19/98 53.57 89.00 109.00 116.00
08/20/98 50.89 89.00 109.00 115.00
08/21/98 50.89 87.00 107.00 114.00
08/24/98 55.36 87.00 106.00 115.00
08/25/98 54.46 86.00 107.00 115.00
08/26/98 53.57 84.00 105.00 114.00
08/27/98 50.89 81.00 100.00 110.00
08/28/98 50.89 79.00 97.00 108.00
08/31/98 49.55 74.00 89.00 101.00
09/01/98 50.89 77.00 93.00 105.00
09/02/98 53.35 78.00 94.00 105.00
09/03/98 50.89 76.00 93.00 104.00
09/04/98 52.68 76.00 93.00 103.00
09/08/98 52.68 80.00 99.00 108.00
09/09/98 51.79 78.00 96.00 106.00
09/10/98 50.00 76.00 94.00 103.00
09/11/98 50.00 78.00 97.00 107.00
09/14/98 50.00 79.00 99.00 109.00
09/15/98 51.34 79.00 100.00 110.00
09/16/98 50.00 79.00 100.00 110.00
09/17/98 50.00 78.00 98.00 108.00
09/18/98 48.21 80.00 99.00 108.00
09/21/98 48.21 80.00 100.00 108.00
09/22/98 48.21 81.00 101.00 109.00
09/23/98 47.77 83.00 104.00 113.00
09/24/98 47.32 82.00 102.00 110.00
09/25/98 45.98 81.00 103.00 110.00
09/28/98 46.88 81.00 103.00 111.00
09/29/98 50.00 81.00 103.00 111.00
09/30/98 52.68 80.00 100.00 107.00
10/01/98 46.43 77.00 96.00 104.00
10/02/98 51.79 77.00 96.00 106.00
10/05/98 50.00 74.00 91.00 104.00
10/06/98 47.32 73.00 90.00 104.00
10/07/98 42.86 71.00 87.00 102.00
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06/16/00 938.84 113.00 229.00 155.00
06/19/00 1017.86 115.00 237.00 157.00
06/20/00 1123.66 116.00 238.00 156.00
06/21/00 1081.47 116.00 241.00 156.00
06/22/00 1103.57 113.00 234.00 153.00
06/23/00 1146.43 112.00 228.00 152.00
06/26/00 1246.88 114.00 232.00 154.00
06/27/00 1214.73 112.00 229.00 153.00
06/28/00 1125.33 115.00 234.00 154.00
06/29/00 1113.62 113.00 230.00 152.00
06/30/00 1220.76 114.00 235.00 154.00
07/03/00 1285.88 115.00 237.00 155.00
07/05/00 1218.75 114.00 229.00 153.00
07/06/00 1187.95 115.00 235.00 154.00
07/07/00 1241.52 116.00 239.00 156.00
07/10/00 1212.72 117.00 236.00 156.00
07/11/00 1234.82 117.00 235.00 156.00
07/12/00 1447.77 119.00 243.00 158.00
07/13/00 1391.52 120.00 248.00 158.00
07/14/00 1394.20 120.00 252.00 159.00
07/17/00 1542.86 120.00 254.00 159.00
07/18/00 1569.64 118.00 248.00 158.00
07/19/00 1599.11 116.00 241.00 156.00
07/20/00 1642.63 118.00 248.00 158.00
07/21/00 1489.29 115.00 243.00 156.00
07/24/00 1343.97 113.00 236.00 155.00
07/25/00 1440.40 113.00 239.00 156.00
07/26/00 1449.11 113.00 237.00 153.00
07/27/00 1430.36 111.00 228.00 153.00
07/28/00 1374.11 108.00 217.00 150.00
07/31/00 1264.96 110.00 223.00 151.00
08/01/00 1182.59 110.00 219.00 152.00
08/02/00 1285.71 110.00 217.00 152.00
08/03/00 1284.38 110.00 223.00 153.00
08/04/00 1355.36 111.00 225.00 154.00
08/07/00 1558.26 112.00 229.00 156.00
08/08/00 1478.57 112.00 228.00 157.00
08/09/00 1516.07 112.00 229.00 155.00
08/10/00 1553.57 111.00 223.00 154.00
08/11/00 1541.52 112.00 225.00 155.00
08/14/00 1601.12 113.00 228.00 157.00
08/15/00 1601.79 112.00 228.00 157.00
08/16/00 1556.25 113.00 229.00 156.00
08/17/00 1542.86 114.00 234.00 158.00
08/18/00 1464.51 114.00 233.00 157.00
08/21/00 1447.10 114.00 235.00 158.00
08/22/00 1524.27 114.00 235.00 158.00
08/23/00 1571.15 114.00 238.00 159.00
08/24/00 1696.88 115.00 240.00 159.00
08/25/00 1667.41 116.00 240.00 159.00
08/28/00 1714.96 116.00 241.00 160.00
08/29/00 1827.46 117.00 242.00 159.00
08/30/00 1761.83 117.00 243.00 159.00
08/31/00 1697.54 119.00 250.00 160.00
09/01/00 1761.16 119.00 251.00 161.00
09/05/00 1822.77 119.00 246.00 159.00
09/06/00 1819.59 118.00 238.00 158.00
09/07/00 1842.86 120.00 243.00 159.00
09/08/00 1790.63 118.00 236.00 158.00
09/11/00 1737.05 118.00 231.00 157.00
09/12/00 1794.64 117.00 228.00 156.00
09/13/00 1821.43 118.00 231.00 157.00
09/14/00 1864.62 119.00 232.00 156.00
09/15/00 1813.39 117.00 228.00 155.00
09/18/00 1787.95 114.00 221.00 152.00
09/19/00 1687.50 115.00 229.00 154.00
09/20/00 1621.88 115.00 231.00 153.00
09/21/00 1343.30 113.00 227.00 153.00
09/22/00 1266.96 114.00 226.00 153.00
09/25/00 1366.07 114.00 222.00 152.00
09/26/00 1246.88 112.00 219.00 151.00
09/27/00 1137.05 112.00 217.00 151.00
09/28/00 1254.58 115.00 224.00 154.00
09/29/00 1296.76 115.00 218.00 152.00
10/02/00 1114.29 113.00 212.00 152.00
10/03/00 1181.25 111.00 205.00 151.00
10/04/00 1329.91 112.00 209.00 151.00
10/05/00 1309.49 111.00 206.00 152.00
10/06/00 1200.00 108.00 199.00 149.00
10/09/00 1317.52 108.00 199.00 148.00
10/10/00 1382.14 106.00 192.00 146.00
10/11/00 1473.21 105.00 188.00 144.00
10/12/00 1382.14 102.00 182.00 140.00
10/13/00 1605.80 106.00 197.00 145.00
10/16/00 1612.50 106.00 195.00 145.00
10/17/00 1585.71 104.00 191.00 143.00
10/18/00 1500.00 103.00 188.00 142.00
10/19/00 1581.70 106.00 203.00 147.00
10/20/00 1814.40 107.00 207.00 147.00
10/23/00 1872.32 108.00 206.00 147.00
10/24/00 1864.62 108.00 203.00 148.00
10/25/00 1623.21 105.00 192.00 144.00
10/26/00 1584.38 106.00 194.00 144.00
10/27/00 1589.73 106.00 194.00 146.00
10/30/00 1316.52 106.00 189.00 148.00
10/31/00 1520.09 110.00 200.00 151.00
11/01/00 1532.14 109.00 198.00 150.00
11/02/00 1655.36 112.00 203.00 151.00
11/03/00 1601.79 112.00 205.00 151.00
11/06/00 1612.83 111.00 203.00 151.00
11/07/00 1395.20 112.00 203.00 151.00
11/08/00 1234.82 110.00 192.00 149.00
11/09/00 1299.11 109.00 190.00 148.00
11/10/00 1266.96 106.00 180.00 144.00
11/13/00 1283.04 105.00 176.00 143.00
11/14/00 1286.72 107.00 186.00 146.00
11/15/00 1341.96 108.00 188.00 147.00
11/16/00 1329.91 106.00 180.00 145.00
11/17/00 1289.73 106.00 180.00 144.00
11/20/00 1130.36 104.00 171.00 142.00
11/21/00 1183.93 103.00 170.00 142.00
11/22/00 1092.86 101.00 163.00 140.00
11/24/00 1222.77 104.00 172.00 142.00
11/27/00 1321.88 104.00 171.00 142.00
11/28/00 1115.63 101.00 162.00 141.00
11/29/00 1080.80 100.00 161.00 142.00
11/30/00 906.70 98.00 154.00 139.00
12/01/00 1074.11 101.00 157.00 139.00
12/04/00 1141.07 99.00 155.00 140.00
12/05/00 1328.57 104.00 171.00 145.00
12/06/00 1241.52 102.00 166.00 143.00
12/07/00 1264.29 102.00 163.00 142.00
12/08/00 1395.54 106.00 173.00 145.00
12/11/00 1475.89 107.00 179.00 146.00
12/12/00 1331.25 105.00 174.00 145.00
12/13/00 1222.77 104.00 167.00 144.00
12/14/00 1118.30 102.00 162.00 142.00
12/15/00 1012.50 101.00 157.00 139.00
12/18/00 958.93 102.00 156.00 140.00
12/19/00 908.04 101.00 149.00 138.00
12/20/00 772.77 98.00 138.00 134.00
12/21/00 747.32 99.00 139.00 135.00
12/22/00 830.36 102.00 149.00 138.00
12/26/00 755.36 103.00 148.00 139.00
12/27/00 823.33 106.00 151.00 140.00
12/28/00 910.71 109.00 152.00 141.00
12/29/00 842.41 107.00 147.00 139.00
SOURCE: ROBERTSON STEPHENS AND FACTSET DATA SYSTEMS.
------------------------
* This section of the proxy statement shall not be deemed to be incorporated
by reference by any general statement incorporating by reference this proxy
statement into any of our filings pursuant to the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate this section by reference therein, and
shall not be deemed soliciting material or otherwise deemed filed under
either such Acts.
16
OTHER INFORMATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Jacoby, who is a member of the Board of Directors and the Compensation
Committee, serves as an officer of Stephens Group, Inc., our largest
stockholder, and Stephens Inc., a financial advisor to us and an affiliate of
Stephens Group, Inc. During the fiscal year, we paid Stephens Inc. for financial
advisory services, which included assisting us in our acquisitions of HC
Power, Inc. and Powec AS. We expect to pay Stephens Inc. for additional
financial advisory services that it has or may perform for us during 2001. All
compensation paid to Stephens Inc. has been on terms that we believe to be fair
and reasonable for the services performed.
FINANCIAL AND OTHER INFORMATION
Our Annual Report for the fiscal year ended December 31, 2000, including
financial statements, is being sent to stockholders of record as of the close of
business on March 15, 2001 together with this proxy statement. We will furnish,
without charge, a copy of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as filed with the Securities and Exchange Commission,
to any stockholder who submits a written request to our corporate Secretary at
the address set forth on the cover of this proxy statement.
OTHER MATTERS
The Board of Directors knows of no other matters that have been submitted on
a timely basis for voting at this Annual Meeting. If any other matters come
before the stockholders at this Annual Meeting, the persons named on the
enclosed Proxy card intend to vote the shares they represent as the Board of
Directors may recommend.
By Order of the Board of Directors,
/s/ RANDALL H. HOLLIDAY
Randall H. Holliday
SECRETARY
Camarillo, California
April 4, 2001
17
AUDIT COMMITTEE CHARTER
OF
POWER-ONE, INC.
The Audit Committee is appointed by the Board to assist the Board in
monitoring (1) the integrity of the financial statements of the Company and
(2) the independence and performance of the Company's external auditors. While
the Audit Committee has the responsibilities and powers set forth in this
Charter, it is the responsibility of management and the independent auditor, not
the Audit Committee, to plan or conduct audits and to determine that the
Company's financial statements are complete and accurate and are fairly
presented in accordance with generally accepted accounting principles. It is not
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations.
There shall be at least two members of the Audit Committee; provided that by
June 14, 2001, there shall be at least three members of the Audit Committee. By
June 14, 2001, the members of the Audit Committee shall all be independent
directors as defined by the NASD, except as otherwise permitted by the rules of
the NASD. At such time, each member of the Audit Committee must be able to read
and understand fundamental financial statements, including the Company's balance
sheet, income statement and cash flow statement. At least one member of the
Audit Committee must have past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable
experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financing officer or other senior officer with financial oversight
responsibilities.
The Audit Committee shall elect one of its members as the chairman. The
Audit Committee shall meet at such times as determined by the Chairman, but no
less than four times per year.
The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board.
2. Meet periodically, but no less than once per year, with management and
the independent auditor to:
a. Review the annual audited financial statements, including major
issues regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could significantly
affect the Company's financial statements.
b. Review an analysis prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements.
c. Review the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures.
d. Obtain reports from management and the independent auditor as to
whether the Company and its subsidiaries are in conformity with
applicable legal requirements.
A-1
e. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor or
management.
3. Review with management and the independent auditor the Company's
quarterly financial statements prior to the release of quarterly
earnings.
4. Evaluate the performance of the independent auditor and recommend to the
Board the appointment or replacement of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
5. Review management's recommendation of and approve the fees to be paid to
the independent auditor.
6. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.
7. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to insure the independence of the auditor.
8. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61, as it may be
modified or supplemented, relating to communications with the
independent auditor.
9. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include discussion of any difficulties encountered in the course of the
audit work, including any restrictions on the scope of activities or
access to required information.
10. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
11. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.
12. Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions.
A-2
POWER-ONE, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Annual Meeting and
the Proxy Statement, hereby appoints the Chairman and Chief Executive
Officer, Steven J. Goldman, the Chief Financial Officer, Eddie K. Schnopp,
and the Secretary and General Counsel, Randall H. Holliday, as proxies
(each with the power to act alone and with the power of substitution and
revocation) to represent the undersigned and to vote, as designated on the
reverse, all common shares of Power-One, Inc. held of record by the
undersigned on March 15, 2001, at the Annual Meeting of Stockholders to be
held on Thursday, May 3, 2001 at the Renaissance Agoura Hills Hotel,
located at 30100 Agoura Road, Agoura Hills, California at 10:00 a.m. Los
Angeles time, and at any adjournment thereof.
(CONTINUED ON OTHER SIDE)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
POWER-ONE, INC.
MAY 3, 2001
Please Detach and Mail in the Envelope Provided
A /X/ PLEASE MARK YOUR
VOTES AS INDICATED
IN THIS EXAMPLE.
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
1. Election of / / / / NOMINEES: Class I Directors: 2. Proposal to ratify the / / / / / /
Directors Steven J. Goldman Appointment of Deloitte &
Jay Walters Touche LLP as the Independent
For, except vote withheld for the Auditors for the Company.
following nominees:
3. In their discretion, the Proxies are authorized to
_____________________________________ vote upon such other business as may properly come
before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED ON THE PROXY BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES TO THE BOARD
LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED RETURN ENVELOPE
_____________________________________ _______________________________________________ Dated:_________ , 2001
(SIGNATURE) (SIGNATURE, IF HELD JOINTLY)
NOTED: Please sign exactly as your name appears on this card. When shares are held by joint tenants, both should sign.
If signing as attorney, guardian, executor, administrator or trustee, please give full title as such. If a
corporation, please sign in the corporate name by the president or other authorized officer. If a partnership,
please sign in the partnership name by an authorized person.