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| Joined S-A in 1996, Nina serves boards of directors of the American Association for the Advancement of Science and the Sigma-Aldrich Company according to the faculty bio at Penn State and Sigma-Aldrich SEC filing also Director, Life Sciences Consortium and Biotechnology Institute, Pennsylvania State University, University Park, Pennsylvania,. | | Submitted by fedup | 2008-08-23 14:17:54 | www.science.psu.edu/journal/fall2002/Fedoroff-FA02.htm
Director, Life Sciences Consortium and Biotechnology Institute, Pennsylvania State University, University Park, Pennsylvania, for more than five years. Member of the National Science Board and the Board of the American Association for the Advancement of Science. She has been a director of the Company since 1996. Age 61.
yahoo.brand.edgar-online.com/DisplayFilingInfo.aspx?Type=HTML&text=%2526lt%253bNEAR%252f4%2526gt%253b(%22NINA+V.%22%2c%22FEDEROFF%22)&FilingID=2847554&ppu=%2fPeopleFilingResults.aspx%3fPersonID%3d2650512%26PersonName%3dNINA%2520V.%2520FEDEROFF
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3050 Spruce Street
St. Louis, Missouri 63103
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 4, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Sigma-Aldrich Corporation will be held at the Sigma-Aldrich Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103, on Tuesday, May 4, 2004, at 11:00 A.M., Central Daylight Time, for the following purposes:
1. To elect eight directors;
2. To ratify the appointment of KPMG LLP as the Company's independent public accountants for 2004;
3. To consider and vote upon a proposal to amend the Certificate of Incorporation of the Company to increase the number of shares of the Company's authorized common stock from 200,000,000 to 300,000,000 shares; and
4. To transact such other business as may properly come before the meeting and any adjournments thereof.
Only shareholders of record as of the close of business on March 5, 2004 are entitled to notice of, and to vote at, the meeting.
By Order of the Board of Directors,
Michael R. Hogan, Secretary
March 29, 2004
Your vote is important. You may vote in any one of the following ways:
• Use the toll-free telephone number shown on the proxy card.
• Use the internet web site shown on the proxy card.
• Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope.
Shareholders who attend the meeting may revoke their proxies and vote in person if they desire.
SIGMA-ALDRICH CORPORATION
PROXY STATEMENT
Annual Meeting of Shareholders
May 4, 2004
The enclosed proxy is solicited by the Board of Directors (the "Board") of Sigma-Aldrich Corporation (the "Company") for use at the Annual Meeting of Shareholders (the "Meeting") to be held at the Sigma-Aldrich Life Science and High Technology Center, 2909 Laclede Avenue, St. Louis, Missouri 63103, on Tuesday, May 4, 2004, and any adjournments thereof. Any shareholder giving the proxy has the power to revoke it at any time before it is voted (i) by written notice mailed to and received by Sigma-Aldrich Corporation c/o ADP, 51 Mercedes Way, Edgewood, New York 11717, (ii) by submitting a later-dated proxy, or (iii) by attending the Meeting and casting a contrary vote. If the proxy is not so revoked or not revoked in person at the Meeting, such proxy will be voted either as designated or, if no designation is made, will be voted in favor of the nominees for directors, for the ratification of KPMG LLP as independent public accountants for 2004 and for the amendment of the Certificate of Incorporation.
Shareholders of record as of the close of business on March 5, 2004 are entitled to notice and will be entitled to vote at the Meeting and at any adjournments thereof. As of the close of business on March 5, 2004, there were a total of 69,194,224 shares of common stock outstanding and entitled to vote. Shareholders will be entitled to one vote for each share held on all matters, including the election of directors.
The cost of solicitation of proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited personally, or by telephone or telegraph, by employees of the Company without additional compensation. The Company has also retained Mackenzie Partners, Inc. to assist in soliciting proxies. The solicitor's fee is estimated at $6,500 plus expenses, depending upon the extent of the solicitor's activities. Brokers, dealers, banks and their nominees will be requested to forward proxy material to the beneficial owners of stock held by them of record, and the Company will reimburse them for their reasonable out-of-pocket and clerical expenses upon their request.
This Proxy Statement and accompanying form of proxy are first being sent to shareholders on or about March 29, 2004.
The mailing address of the Company's principal executive office is 3050 Spruce Street, St. Louis, Missouri 63103.
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ELECTION OF DIRECTORS
Eight directors of the Company are to be elected to hold office until the next annual meeting or until their successors are elected and qualified. The persons named as proxies in the accompanying proxy card intend to vote for the election of the nominees named below. If for any reason any of the nominees are unable to serve or for good cause will not serve, the persons named as proxies may exercise discretionary authority to vote for substitutes proposed by the Board of Directors.
Nominees for Board of Directors
The following are the nominees for directors of the Company, their principal occupation, background, period of service as a director of the Company, other directorships, and age. All of the nominees are presently directors of the Company and were elected to their present terms as directors at the 2003 Annual Meeting of Shareholders. The Board of Directors of the Company has determined that each of the Company's directors, other than Dr. David R. Harvey, and each member of the Audit Committee, Compensation Committee and Corporate Governance Committee is an "independent director" under Nasdaq rules. In addition, the Board of Directors has determined that, in its judgment, each member of the Audit Committee is independent within the meaning of Section 10A of the Securities and Exchange Act of 1934, as amended.
Nina V. Fedoroff
Director, Life Sciences Consortium and Biotechnology Institute, Pennsylvania State University, University Park, Pennsylvania, for more than five years. Member of the National Science Board and the Board of the American Association for the Advancement of Science. She has been a director of the Company since 1996. Age 61.
David R. Harvey
Chairman, President and Chief Executive Officer of the Company. Dr. Harvey has been Chairman since January 1, 2001. He has been President for more than five years and was elected Chief Executive Officer in November 1999. He served as Chief Operating Officer for more than five years until November 1999. He has been a director of the Company since 1981. Age 64.
W. Lee McCollum
Senior Vice President and Chief Financial Officer of S.C. Johnson & Son, Inc., a manufacturer and marketer of consumer package goods, Racine, Wisconsin, for more than five years. He has been a director of the Company since 2001. He is also a director of Johnson Bank. Age 54.
William C. O'Neil, Jr.
Private Investor. Former Chief Executive Officer of Tuitionfund.com, a provider of savings for higher education, Nashville, Tennessee. He was Chief Executive Officer of Tuitionfund.com from January 2000 until December 2000. He served as Chairman of Atrix Laboratories, Inc., Fort Collins, Colorado, a drug delivery company, from 1995 to February 2000. He has been a director of the Company since 1987. He is also a director of American Healthways and Advocat, Inc. Age 69.
J. Pedro Reinhard
Executive Vice President and Chief Financial Officer of Dow Chemical Company, a manufacturer of chemicals, plastic materials, agricultural and other specialized products, Midland, Michigan, for more than five
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years. He is also Chairman of Dow AgroSciences LLC, a wholly owned subsidiary of Dow Chemical Company engaged in providing pest management and biotechnology products to improve the quality and quantity of food supplies. He has been a director of the Company since 2001. He is also a director of Dow Chemical Company, Royal Bank of Canada and The Coca-Cola Company. Age 58.
Jerome W. Sandweiss
Former Of Counsel, Blumenfeld, Kaplan & Sandweiss, P.C., Attorneys at Law, St. Louis, Missouri. He was Of Counsel at Blumenfeld, Kaplan & Sandweiss, P.C. for more than five years until October, 2000. He has been a director of the Company since 1975. Age 79.
D. Dean Spatz
Private Investor. He was Chairman and Chief Executive Officer of Osmonics, Inc., a manufacturer of water purification, fluid separation and fluid handling products and equipment, Minnetonka, Minnesota, for more than five years until February 28, 2003 when Osmonics, Inc. was acquired by GE Specialty Materials, a unit of General Electric Company. He has been a director of the Company since 1994. He is also a director of S.I. Technologies, Inc. Age 60.
Barrett A. Toan
Chairman and Chief Executive Officer of Express Scripts, Inc., a pharmacy benefit management company, St. Louis, Missouri, for more than five years. He also served as President of Express Scripts, Inc. for more than five years until April 2002. He has been a director of the Company since 2001. He is also a director of Express Scripts, Inc. Age 56.
Directors Meetings and Committees
The following table provides information regarding the membership of and number of meetings during 2003 of the Company's Board of Directors and its committees.
Name
Board of
Directors
Audit
Committee
Compensation
Committee
Corporate
Governance
Committee
Nina V. Fedoroff
x
David R. Harvey
x *
W. Lee McCollum
x x *
William C. O'Neil, Jr.
x x x *
J. Pedro Reinhard
x x x
Jerome W. Sandweiss
x x
D. Dean Spatz
x x
Barrett A. Toan
x x * x
Number of 2003 Meetings
5 8 2 4
* indicates Chairman
Each Director attended at least 75% of the aggregate of the meetings of the Board and its Committees on which they served during 2003. Each Director attended the Company's 2003 Annual Meeting of Shareholders and is expected to attend the Company's 2004 Annual Meeting of Shareholders.
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Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with regard to (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independent public accountant's qualifications and independence, (4) the performance of the Company's internal audit function and independent public accountant, and (5) the Company's accounting and financial reporting processes and audits of the Company's financial statements. The Committee is directly responsible and has sole authority for the appointment, compensation, retention and oversight of the Company's independent public accountant and meets with Company management, the internal auditors and the independent public accountant to (1) review the Company's financial statements contained in the Company's public earnings reports and the Company's Annual Report on Form 10-K and quarterly reports on Form 10-Q, (2) review major issues regarding significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, (3) review legal matters that are reasonably likely to have a material effect on the Company's financial statements, (4) review disclosures made by the Company's Chief Executive Officer and Chief Financial Officer during their certification process for the Form 10-K or Form 10-Q's, (5) discuss the adequacy and effectiveness of the Company's internal financial controls and disclosure controls and procedures, (6) approve the annual internal audit plan and (7) receive regular reports of major findings by internal audit and of how management is addressing the conditions reported. The Board of Directors has determined that committee members meet Nasdaq independence requirements and that Mr. W. Lee McCollum is an Audit Committee financial expert, as defined in Item 401(h) of Regulation S-K. The Committee operates pursuant to a Charter which is attached hereto as Appendix A.
Compensation Committee
The Compensation Committee approves the policies and oversees the practices of the Company with respect to the compensation made available to the Company's management so as to enable the Company to attract and retain high quality leadership in a manner consistent with the stated compensation strategy of the Company, internal equity considerations, competitive practice and the requirements of appropriate regulatory bodies. The Committee also administers the Company's 2003 Long-Term Incentive Plan. The Board of Directors has determined that each member of the Compensation Committee is independent under Nasdaq rules.
Corporate Governance Committee
The Corporate Governance Committee makes recommendations to the Board of Directors concerning the selection, qualification and compensation of members of the Board and its committees, as well as the size and composition of the Board and its committees. The Committee will consider nominees recommended by shareholders for election to the Board of Directors provided the names of such nominees, accompanied by relevant biographical information, are submitted in writing to the Secretary of the Company. In February of each year, the Committee generally proposes to the Board nominees for directors to be elected at the Company's Annual Meeting of Shareholders. Therefore, in order to be considered by the Committee, prospective nominee recommendations should be received by the Secretary no later than February 6th. The Committee also periodically reviews the Corporate Governance Guidelines and the Business Conduct Policy adopted by the Board and makes recommendations to the Board concerning any changes deemed appropriate in such Guidelines and Policy and the Board's and the Company's operations as provided therein. The Board of Directors has determined that committee members meet Nasdaq independence requirements. The Committee operates pursuant to a Charter which is attached hereto as Appendix B.
Director Compensation and Transactions
Directors who are employed by the Company receive no compensation or fees for serving as a director or for attending board or committee meetings. Directors who are not employed by the Company receive cash and stock compensation, as described below.
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Cash Compensation
Each non-employee director received cash compensation of $20,000 in 2003 for being a member of the Board and its committees.
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