United States Rubber Company
PROXY STATEMENT
Solicitation of Proxies
Execution and return of the enclosed proxy, which may be revoked by written request to the secretary at any time before it is voted, is being solicited on behalf of the management of the company for use at the annual meeting of stockholders to be held April 21, 1964, for the purposes set forth in the accompanying notice of meeting. The cost of solicitation of proxies, including the cost of reimbursing banks and brokers for forwarding proxies and proxy statements to their principals, will be borne by the company. Proxies will be solicited without extra compensation by certain officers and regular employees of the company by mail, telephone, telegraph or personally. All shares represented by valid proxies will be voted; and, where a stockholder has specified a choice by marking any of the ballots in the form of proxy, his shares will be voted as so specified. As stated in the form of proxy, if a stockholder does not otherwise specify, his shares will be voted in favor of continuing the company’s Bonus Plan in effect (as referred to in item “2” in the accompanying notice of meeting and as described below), in favor of continuing the company’s Management Incentive Plan in effect (as referred to in item “3” in said notice and as described below), and in favor of adopting the proposed 1964 Stock Option Plan (as referred to in item “4” in said notice and as described below).
Voting Securities and Record Date
On January 31, 1964, the total number of shares of first preferred stock outstanding was 642,091, and the total number of shares of common stock outstanding was 5,549,014. Each stockholder is entitled to one vote for each share of preferred and one vote for each share of common stock registered in his name on the company’s books on March 4, 1964, at the close of business, the record date for the determination of stockholders entitled to vote at the annual meeting.
Matters to be Considered
The management does not know of any matters to be considered at the annual meeting other than those referred to in items “1”, “2”, “3” and “4” in the accompanying notice. If any other business should come before the meeting, the proxy will be voted in respect therein, and discretionary authority to do so is included in the proxy.
Nominees for Election as Directors
The persons named as proxies intend to cast all votes pursuant to the enclosed form of proxy for fixing the number of directors at 15 and for the election as directors of the 15 persons listed on the following page, hereinafter called “nominees,” upon their nomination for such office at the annual meeting. Directors so elected will hold office for one year and until others are chosen and qualified in their stead. In the event of the decease or incapacity of any of the nominees prior to the election, or the refusal or inability of any of the nominees to accept nomination or election (none of which eventualities is now expected), the persons named as proxies intend to cast all such votes for the election, as director or directors, upon nomination at the annual meeting, of such other person or persons as may be recommended or designated for such nomination and election by a majority of the then members of the board of directors of the company. Certain information as to the nominees is set forth in Table I below and on pages 5-7.