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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
BRIGG'S & STRATTON CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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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(3) Filing Party:
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(4) Date Filed:
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BRIGGS & STRATTON CORPORATION
[BRIGGS & STRATTON LOGO]
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of BRIGGS & STRATTON CORPORATION, a
Wisconsin corporation, will be held at the Doral Arrowwood Conference Center,
Anderson Hill Road, Rye Brook, New York 10573, on Wednesday, October 17, 2001,
at 9:00 a.m. Eastern Daylight Time, for the following purposes:
(a) To elect three directors to serve for three-year terms expiring in
2004; and
(b) To take action on any other matters brought before the meeting
appropriate for consideration by the shareholders of a Wisconsin
corporation at an annual meeting.
By order of the Board of Directors
Wauwatosa, Wisconsin
September 12, 2001
KASANDRA K. PRESTON, Secretary
YOUR VOTE IS IMPORTANT TO INSURE THAT A MAJORITY OF THE STOCK IS
REPRESENTED. YOU MAY VOTE USING THE INTERNET, BY TELEPHONE, OR BY RETURNING THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. INSTRUCTIONS FOR VOTING VIA THE
INTERNET OR BY TELEPHONE ARE INCLUDED ON YOUR PROXY CARD.
The Doral Arrowwood Conference Center is located in Rye Brook, New York,
about 25 miles north of Midtown Manhattan, New York and 5 miles from the
Westchester County (White Plains) Airport.
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PROXY STATEMENT
* * * * *
GENERAL INFORMATION
This Proxy Statement relates to the solicitation of proxies by the Board of
Directors of Briggs & Stratton Corporation to be used at the Annual Meeting of
Shareholders and any adjournments. The meeting will be held on October 17, 2001
at the time and place stated in the preceding notice. Briggs & Stratton's
principal executive offices are located at 12301 West Wirth Street, Wauwatosa,
Wisconsin 53222. This Proxy Statement and the form of proxy will be mailed to
shareholders on or about September 12, 2001.
WHO CAN VOTE?
Shareholders of record at the close of business on August 23, 2001 are
entitled to notice of and to vote at the meeting. On August 23, 2001, Briggs &
Stratton had outstanding 21,598,983 shares of $.01 par value common stock
entitled to one vote per share.
HOW DO I VOTE?
You may vote in person or by properly appointed proxy. You may cast your
vote by returning your signed and dated proxy card, or by voting electronically.
You have the option to vote by proxy via the Internet or toll-free touch-tone
telephone.
Instructions to vote electronically are listed on your proxy card or on the
information forwarded by your bank or broker. These procedures are designed to
authenticate your identity as a shareholder and to allow you to confirm that
your instructions have been properly recorded. If you vote over the Internet,
you may incur costs that you will be responsible for such as telephone and
Internet access charges. The Internet and telephone voting facilities will close
at 5:00 p.m. Eastern Daylight Time on October 16, 2001.
You may revoke your proxy by voting in person at the meeting, by written
notice to the Corporate Secretary, or by executing and delivering a later-dated
proxy via the Internet, or by telephone or by mail, prior to the closing of the
polls. Attendance at the meeting does not in itself constitute revocation of a
proxy. All shares entitled to vote and represented by properly completed proxies
timely received and not revoked will be voted as you direct. If no direction is
given, the proxies will be voted as the Board of Directors recommends.
HOW ARE VOTES COUNTED?
A majority of the votes entitled to be cast on each matter, represented
either in person or by proxy, will constitute a quorum with respect to the
matter. If a quorum exists, the affirmative vote of a majority of the votes
represented at the meeting is required for the election of directors. A vote
withheld counts toward the quorum requirement and has the effect of a vote
against the director nominee or nominees. The Inspectors of Election appointed
by the Board of Directors count the votes and ballots.
WHO PAYS FOR THIS PROXY SOLICITATION?
Briggs & Stratton pays for the cost of solicitation of proxies.
Solicitation is made primarily by mail. Some solicitation may be made by regular
Briggs & Stratton employees, without additional compensation, by telephone,
facsimile, or other means of communication, or in person. In addition, Briggs &
Stratton has retained Innisfree M&A Incorporated to assist in its proxy
solicitation efforts, at a fee anticipated not to exceed $9,000 plus reasonable
out-of-pocket expenses.
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WHAT IF OTHER MATTERS COME UP AT THE ANNUAL MEETING?
The matters described in this proxy statement are the only matters we know
will be voted on at the annual meeting. If other matters are properly presented
at the meeting, the proxy holders will vote your shares as they see fit.
ELECTION OF DIRECTORS
The Board of Directors of Briggs & Stratton is divided into three classes.
The term of office of each class ends in successive years. Three directors are
to be elected to serve for a term of three years expiring in 2004. Six directors
will continue to serve for the terms designated in the following General
Information Table. All directors are elected subject to the Bylaw restriction
that they may not serve beyond the Annual Meeting following attainment of age
70.
The proxies received in response to this solicitation will be voted for the
election of the nominees named below. If any nominee is unable to serve, the
proxies may be voted for a substitute nominee selected by the Board of
Directors.
DIRECTOR COMPENSATION
Each nonemployee director of Briggs & Stratton receives an annual retainer
fee of $20,000 and an annual award of 200 shares of Briggs & Stratton common
stock, a fee of $1,500 for each Board or Committee meeting attended, and a fee
of $250 for participating in any written consent resolution. Under the Deferred
Compensation Plan for Directors, nonemployee directors may elect to defer
receipt of all or a portion of their directors' fees until any date but no later
than the year in which the director attains the age of 71 years. Participants
may elect to have cash deferred amounts either: (1) credited with interest
quarterly at 80% of the prevailing prime rate or (2) converted into common share
units, based on the deferral date closing price of Briggs & Stratton's common
stock. Shares of Briggs & Stratton common stock deferred will be credited to a
common stock account. Any balance in either the common stock account or the
common share unit account will be credited with an amount equivalent to any
dividend paid on Briggs & Stratton's common stock, which will be converted into
additional common share units. The balance in the common stock account will be
distributed in shares of Briggs & Stratton common stock. Common share units may
be distributed in cash or stock at the election of the directors. All other
distributions will be paid in cash. Nonemployee directors are also provided with
$150,000 of coverage under Briggs & Stratton's Business Travel Accident Plan
while on corporate business.
Nonemployee directors participate in a Director's Leveraged Stock Option
Plan. In general, the Plan is structured that each nonemployee director may
receive a grant of nonqualified stock options ("LSOs"). The number of LSOs is to
be determined by reference to the Company Performance Factor achieved under the
Economic Value Added Incentive Compensation Plan ("EVA(R) Plan"). When
performance reaches target under the EVA Plan, each nonemployee director will be
awarded 2,000 options. Performance exceeding target will result in additional
shares granted on a sliding scale. Performance less than target may result in no
option grants. The LSOs are premium priced with the exercise price equal to the
exercise price for LSOs granted under the LSO Program for Senior Executives of
Briggs & Stratton and have the same vesting provisions and expiration terms. The
Director's LSO Plan is structured so that a fair return must be provided to
Briggs & Stratton's shareholders before the options become valuable. There were
no LSOs granted to nonemployee directors for fiscal 2001.
EVA(R) is a registered trademark of Stern Stewart & Co.
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GENERAL INFORMATION ABOUT THE NOMINEES AND DIRECTORS
YEAR FIRST
BECAME A
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
--------------------------------------------------------------------- --------
NOMINEES FOR ELECTION AT THE ANNUAL MEETING (CLASS OF 2004):
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[PHOTO] EUNICE M. FILTER, 60 (1) (4) 1997
Vice President, Treasurer and Secretary of Xerox Corporation, a
manufacturer of office equipment. President and Chief Executive
Officer of Xerox Credit Corporation. Director of Baker Hughes,
Inc., Xerox Credit Corporation, Xerox Canada, Inc. and
LaBranche & Co., Inc.
[PHOTO] DAVID L. BURNER, 62 (4) 2000
Chairman, President and Chief Executive Officer of Goodrich
Corporation, an industrial products and aircraft systems and
services company. Chairman and Chief Executive Officer since
1997 and President since 1996. Previously President and Chief
Operating Officer of BFGoodrich Aerospace. Director of
Progress Energy, Inc., Milacron, Inc. and Goodrich Corporation.
[PHOTO] FREDERICK P. STRATTON, JR., 62 (3) 1976
Chairman of Briggs & Stratton; also Chief Executive Officer until
June 30, 2001. Director of Bank One Corporation, Midwest
Express Holdings, Inc., Weyco Group Inc., Wisconsin Electric
Power Company, Wisconsin Energy Corporation and Wisconsin
Gas Company.
INCUMBENT DIRECTORS (CLASS OF 2003):
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[PHOTO] ROBERT J. O'TOOLE, 60 (2) (4) 1997
Chairman of the Board, President and Chief Executive Officer,
A.O. Smith Corporation, a diversified manufacturer whose major
products include electric motors and water heaters. Director of
Factory Mutual Insurance Co. and A.O. Smith Corporation.
[PHOTO] JOHN S. SHIELY, 49 (3) 1994
President and Chief Executive Officer of Briggs & Stratton since
July 1, 2001; previously President and Chief Operating Officer.
Director of Marshall & Ilsley Corporation and Quad/Graphics, Inc.
[PHOTO] CHARLES I. STORY, 47 (1) (3) 1994
President and Chief Executive Officer, INROADS, Inc., an
international non-profit training and development organization
which prepares talented minorities for careers in business and
engineering. Director of INROADS, Inc. and ChoicePoint Inc.
Advisory Director of AmSouth Bank.
FOOTNOTES (1), (2), (3) AND (4) ARE ON PAGE 4.
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YEAR FIRST
BECAME A
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
--------------------------------------------------------------------- --------
INCUMBENT DIRECTORS (CLASS OF 2002):
------------------------------------
[PHOTO] MICHAEL E. BATTEN, 61 (2) (4) 1984
Chairman and Chief Executive Officer of Twin Disc,
Incorporated, manufacturer of power transmission equipment.
Director of Twin Disc, Incorporated, Sensient Technologies
Corporation and Walker Forge, Inc.
[PHOTO] JAY H. BAKER, 67 (2) 1999
Retired. President of Kohl's Corporation, an operator of family
oriented, specialty department stores, until 1999. Director of
Kohl's Corporation.
[PHOTO] PETER A. GEORGESCU, 62 (1) (3) 1986
Chairman Emeritus of Young & Rubicam Inc., an international
communications firm. Chairman and Chief Executive Officer of
Young & Rubicam Inc. until 1999. Director of International
Flavors & Fragrances Inc. and Levi Strauss & Co.
Committee Membership: (1) NOMINATING AND GOVERNANCE, (2) COMPENSATION,
(3) EXECUTIVE, (4) AUDIT.
The Board of Directors held seven meetings in fiscal 2001. All of the
directors attended over 75% of the meetings of the Board and the Committees upon
which they serve except Mr. Georgescu, who attended 67%. In October 2000, the
Board adopted changes in the standing committees and their duties and
membership, based on a review and recommendation by the Nominating, Compensation
and Governance Committee. At that time, the duties of the Nominating,
Compensation and Governance Committee were divided between a Nominating and
Governance Committee and a Compensation Committee. The Nominating, Compensation
and Governance Committee held three meetings prior to October, 2000. Both the
Nominating and Governance Committee and the Compensation Committee held one
meeting after October 2000.
The Nominating and Governance Committee, chaired by Mr. Georgescu, is
composed of outside directors. The Committee:
- proposes to the Board of Directors a slate of nominees for election by
the shareholders at the Annual Meeting and recommends prospective
director candidates in the event of the resignation, death or
retirement of directors or change in Board composition requirements;
- reviews candidates recommended by shareholders for election to the
Board of Directors;
- develops plans regarding the size and composition of both the Board of
Directors and Committees; and
- considers succession planning issues and makes recommendations to the
Board of Directors.
The Committee will consider candidates for the Board of Directors
recommended by a shareholder who submits a recommendation in writing to the
Secretary of Briggs & Stratton stating the shareholder's name and address, the
name and address of the candidate, and the qualifications of and other detailed
background information regarding the candidate. All letters suggesting
candidates must be received by the Secretary of Briggs & Stratton at its
principal executive offices on or before May 1 of the year of the Annual Meeting
in which the candidate's nomination would be voted upon.
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Any direct nominations by shareholders for the Board of Directors must be
made in accordance with the advance written notice requirements of Briggs &
Stratton's Bylaws. A copy of the Bylaws may be obtained from the Secretary of
Briggs & Stratton. For consideration at the 2002 Annual Meeting, nominations
must be received by the Secretary no earlier than July 4, 2002 and no later than
July 29, 2002.
The Compensation Committee is chaired by Mr. O'Toole. This Committee:
- reviews the compensation and benefits provided to executive officers
and makes recommendations to the Board of Directors as to salary levels
and benefits;
- reviews and recommends to the Board of Directors the adoption or
amendment of compensation and benefit plans and programs maintained for
the executive officers and other key employees;
- administers The Briggs & Stratton Corporation Stock Incentive Plan and
the Economic Value Added Incentive Compensation Plan; and
- prepares an annual report on executive compensation.
The Executive Committee is authorized to exercise the authority of the
Board of Directors in the management of the business and the affairs of Briggs &
Stratton between meetings of the Board, except as provided in the Bylaws. The
Executive Committee held no meetings during fiscal 2001.
The Audit Committee, chaired by Mr. Batten, is composed of outside
directors. The Audit Committee's primary duties and responsibilities are to:
- monitor the integrity of the financial statements of Briggs & Stratton
and review with the accountants the audited financial statements and
their report;
- make recommendations to the Board of Directors regarding the engagement
of independent public accountants to audit the books and accounts of
Briggs & Stratton;
- oversee the independence and performance of Briggs & Stratton's
internal and external auditors;
- review and approve non-audit services performed by the independent
public accountants;
- review the accountants' recommendations on accounting policies and
internal controls;
- review internal accounting and auditing procedures; and
- monitor Briggs & Stratton's compliance with legal and regulatory
requirements.
The Audit Committee held three meetings during fiscal 2001.
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AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors consists of four outside
directors and acts under a written Audit Committee Charter adopted by the Board
of Directors in fiscal 2000. Each of the members of the Audit Committee is
independent, as defined by the Audit Committee Charter and the listing standards
of the New York Stock Exchange. A copy of the current Audit Committee Charter is
attached as an Appendix to this Proxy Statement. The Audit Committee held three
meetings in fiscal 2001.
Management has the primary responsibility for the financial statements, the
reporting process and assurance for the adequacy of controls. Briggs &
Stratton's independent auditors are responsible for expressing an opinion on the
conformity of Briggs & Stratton's audited financial statements to generally
accepted accounting principles. The Audit Committee is responsible for
monitoring and overseeing these processes on behalf of the Board of Directors.
In this context, the Audit Committee has reviewed and discussed Briggs &
Stratton's audited financial statements with management and Arthur Andersen LLP,
our independent auditors. The Audit Committee has discussed with the independent
auditors the matters related to the conduct of the audit required to be
discussed by Statement on Auditing Standards No. 61, as amended (SAS 61). The
Audit Committee also discussed with the independent auditors the quality and
adequacy of our internal controls.
In addition, the Audit Committee has received from Arthur Andersen LLP the
written disclosures of all relationships between Briggs & Stratton and Arthur
Andersen LLP that may bear on independence and the letter required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees" and has discussed with that firm its independence.
In reliance on these reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
July 1, 2001 for filing with the Securities and Exchange Commission.
During fiscal year 2001, Briggs & Stratton retained Arthur Andersen LLP to
provide services for which it billed the following fees:
Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees
---------- ------------------------------ --------------
$227,900 none $640,112
The category of "all other fees" consists of services provided for tax
assistance ($242,735), debt offering assistance ($110,169), acquisition due
diligence ($112,476), benefit plan audits ($29,510) and other miscellaneous
projects ($145,222). The Audit Committee has considered whether the independent
auditors' provision of services other than audit services is compatible with
maintaining auditor independence.
Submitted by the Audit Committee of the Board of Directors
Michael E. Batten, Chairman
Robert J. O'Toole
Eunice M. Filter
David L. Burner
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table presents the names of persons known to Briggs &
Stratton to be the beneficial owners of more than 5% of the outstanding shares
of its common stock.
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NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
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Perkins, Wolf, McDonnell & Company 2,910,985 (a) 13.5%
53 W. Jackson Blvd., Suite 722
Chicago, Illinois 60604
Pioneering Management Corp. 1,588,700 (b) 7.4%
60 State Street
Boston, Massachusetts 02109
AXA Financial, Inc. & Subsidiaries 1,268,793 (c) 5.9%
1290 Avenue of the Americas
New York, New York 10104
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(a) Perkins, Wolf, McDonnell & Company ("Perkins") reports that as of July
31, 2001 it had sole voting power and sole dispositive power with respect to
32,875 shares and shared voting power and shared dispositive power with respect
to 2,878,110 shares. Perkins manages the Berger Small Cap Value Fund, which
holds 1,600,000 shares of Briggs & Stratton common stock. These shares are
included in share total reported for Perkins.
(b) Pioneering Management Corp. reports that as of August 17, 2001 it had
sole voting power and sole dispositive power with respect to all 1,588,700
shares.
(c) AXA Financial, Inc., through Alliance Capital Management L.P., reports
that as of July 31, 2001, it had sole voting power as to 1,067,359 shares,
shared voting power as to 4,850 shares and sole dispositive power as to all
1,268,793 shares.
This beneficial ownership information is based on information furnished by
the beneficial owners. Beneficial ownership is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, for purposes
of this Proxy Statement. It is not necessarily to be construed as beneficial
ownership for other purposes.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of shares of common
stock of Briggs & Stratton by each director, nominee and named executive
officer, and by all directors and executive officers as a group, as of August
23, 2001.
NATURE OF BENEFICIAL OWNERSHIP
------------------------------------------
TOTAL NO. SOLE SHARED SOLE
OF SHARES PERCENT VOTING AND VOTING AND VOTING
BENEFICIALLY OF INVESTMENT INVESTMENT POWER
DIRECTORS AND EXECUTIVE OFFICERS OWNED CLASS POWER POWER ONLY
-------------------------------- --------------------- ------- ---------- ---------- --------
Jay H. Baker 2,200 * 300 1,900 0
Michael E. Batten 2,200 (a) * 2,200 0 0
James E. Brenn 295,579 (a)(b) 1.4 21,679 270,453 3,447
David L. Burner 200 (c) * 200 0 0
Eunice M. Filter 2,547 (a)(c) * 2,547 0 0
Richard J. Fotsch 41,906 (a) * 22,940 15,400 3,566
Peter A. Georgescu 3,600 (a)(c) * 1,200 2,400 0
Robert J. O'Toole 2,300 (a) * 2,300 0 0
Thomas R. Savage 22,679 (a) * 21,440 0 1,239
John S. Shiely 412,592 (a)(d) 1.9 115,548 294,000 3,044
Charles I. Story 2,300 (a) * 1,300 1,000 0
Frederick P. Stratton, Jr. 906,782 (a)(b)(c)(d) 4.2 200,570 699,152 7,060
All directors and executive
officers as a group (23 persons
including the above named) 1,376,906 (a)(b)(c)(d) 6.2 599,984 738,133 38,789
*Less than 1%.
(a) Includes shares issuable pursuant to stock options exercisable within 60
days for Batten, Brenn, Filter, Fotsch, Georgescu, O'Toole, Savage, Shiely,
Story, Stratton, and all directors and executive officers as a group of:
1,000; 21,679; 1,000; 22,940; 1,000; 1,000; 20,240; 82,548; 1,000; 160,570
and 488,417; respectively.
(b) Includes 259,200 shares in the Briggs & Stratton Retirement Plan. Mr.
Stratton and Mr. Brenn share beneficial ownership of these shares through
joint voting and investment power.
(c) Does not include phantom stock units acquired through deferral of director
fees under the Deferred Compensation Plan for the following Directors: Mr.
Burner - 780; Ms. Filter - 10; and Mr. Georgescu - 1,308 and 18,190 phantom
stock units acquired by Mr. Stratton through compensation deferrals under
the fiscal 1995, 1999 and 2000 Deferred Compensation Agreements.
(d) Includes 294,000 shares in the Briggs & Stratton Corporation Foundation.
Mr. Stratton and Mr. Shiely share beneficial ownership through joint voting
and investment power.
This beneficial ownership information is based on information furnished by
the directors and executive officers. Beneficial ownership is determined in
accordance with Rule 13d-3 under the Exchange Act, for purposes of this Proxy
Statement. It is not necessarily to be construed as beneficial ownership for
other purposes.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the directors
and certain officers of Briggs & Stratton to file reports of their ownership of
Briggs & Stratton common stock and of changes in such ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Based on the
information provided by the reporting persons, all applicable reporting
requirements for fiscal 2001 were complied with in a timely manner, with the
exception of five acquisitions made through a trust that should have been
reported currently on three monthly reports were reported in a late yearend
report filed on behalf of Mr. Baker.
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PERFORMANCE GRAPH
The chart below is a comparison of the cumulative return over the last five
fiscal years had $100 been invested at the close of business on June 30, 1996 in
each of Briggs & Stratton common stock, the Standard & Poor's (S&P) 500 Index,
the S&P Smallcap 600 Index and the S&P Machinery Index. During fiscal year 2001,
Standard & Poor's reclassified the corporation's stock, due to market
capitalization, removing it from the S&P 500 Index and adding it to the S&P
Smallcap 600 Index. In the future Briggs & Stratton will use the S&P Smallcap
Index for comparison purposes as its broad equity market index instead of the
S&P 500 Index.
FIVE YEAR CUMULATIVE TOTAL RETURN COMPARISON*
BRIGGS & STRATTON VERSUS PUBLISHED INDICES
[PERFORMANCE GRAPH]
6/96 6/97 6/98 6/99 6/00 6/01
---- ---- ---- ---- ---- ----
- Briggs & Stratton Corporation .............. 100 125 96 151 92 116
- S&P 500 .................................... 100 135 175 215 231 197
- S&P Smallcap 600 ........................... 100 122 145 148 169 188
- S&P Machinery (diversified) ................ 100 144 144 148 113 133
*Total return calculation is based on compounded monthly returns with
reinvested dividends.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Briggs & Stratton's Compensation Committee consists of three outside
directors responsible for considering and approving compensation arrangements
for senior management of Briggs & Stratton, including Briggs & Stratton's
executive officers and the chief executive officer. The objectives of the
Committee in establishing compensation arrangements for senior management are:
(1) to attract and retain key executives who are important to the continued
success of Briggs & Stratton and its operational units; and (2) to provide
strong financial incentives, at reasonable cost to the shareholders, for senior
management to enhance the value of the shareholders' investment.
The primary components of Briggs & Stratton's executive compensation
program are (1) base salary, (2) incentive compensation bonus and (3) incentive
stock options.
The Committee believes that:
- Briggs & Stratton's incentive plans provide very strong incentives for
management to increase shareholder value;
- Briggs & Stratton's pay levels are appropriately targeted to attract
and retain key executives; and
- Briggs & Stratton's total compensation program is a cost-effective
strategy to increase shareholder value.
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BASE SALARY
The Committee reviews officers' base salaries annually. Salaries are based
on level of responsibility and individual performance. It is the Committee's
objective that base salary levels, in the aggregate, be at or modestly above
competitive salary levels. A competitive salary level is the average for similar
responsibilities in similar companies. In setting fiscal 2001 base salaries, the
Committee reviewed compensation survey data provided by its outside consultant,
Hewitt Associates, for a Comparator Group of companies in the general sales
dollar size range and broad industry sector as Briggs & Stratton. This group is
not the same group of companies included in the S&P Machinery Index. The
Committee was satisfied that the salary levels set would achieve the Committee's
objective. As a result of this process, Mr. Stratton, as Chief Executive
Officer, received an increase in base salary of 8.3% in fiscal 2001.
INCENTIVE COMPENSATION BONUS
Briggs & Stratton maintains an Economic Value Added ("EVA") Incentive
Compensation Plan (the "EVA Plan"). The purpose of the EVA Plan is to provide
incentive compensation to key employees, including all executive officers, in a
form relating financial reward to an increase in the value of Briggs & Stratton
to its shareholders. In general, EVA is net operating profit after taxes, less a
capital charge. The capital charge is intended to represent the return expected
by the providers of the firm's capital and is the weighted average cost of (1)
equity capital based on a 30-year Treasury Bond yield plus the product of the
average equity risk premium and the business risk index for Briggs & Stratton,
and (2) debt capital equal to actual after-tax debt cost. EVA improvement is the
financial performance measure most closely correlated with increases in
shareholder value.
Under the EVA Plan, the Accrued Bonus for a participant in any fiscal year
is equal to the aggregate of 50% of the Company Performance calculation (Base
Salary x Target Incentive Award x Company Performance Factor) plus 50% of the
Individual Performance calculation (Base Salary x Target Incentive Award x
Individual Performance Factor). The intent of the Plan is to reward executives
based on their ability to continuously improve the amount of EVA earned on
behalf of shareholders. For all of the executives named in the Summary
Compensation Table the Committee determined that the Individual Performance
Factor would be the same as the Company Performance Factor. Individual target
incentive awards under the Plan ranged from 20% to 100% of base compensation for
fiscal 2001. For the same year, Mr. Stratton's individual target incentive award
was 100%. The Company Performance Factor for the fiscal year was a negative
1.16; and therefore, Mr. Stratton experienced a negative bonus accrual for
fiscal 2001 and no bonus was paid.
The Company Performance Factor is based on the amount of improvement or
deterioration in EVA. If the annual EVA is in excess of the Target EVA, the
Company Performance calculation will produce an amount in excess of the Target
Incentive Award. If the annual EVA is less than the Target EVA, the Company
Performance calculation will produce an amount less than the Target Incentive
Award. There is no cap and no floor on the accrued bonus. The Target EVA is the
average of the Target EVA and Actual EVA for the prior Plan year plus an
Expected Improvement. For Plan year 2001, Expected Improvement was $2 million,
except that it was not added to the current Plan Year Target EVA because the
Target EVA exceeded $32 million. For fiscal 2001 the Target EVA was $48.5
million.
The Individual Performance Factor is determined by the executive to whom
the participant reports, subject to approval by the Committee and is the average
(or weighted average) of one or more quantifiable or non-quantifiable factors
called Supporting Performance Factors. Supporting Performance Factors represent
an achievement percentage continuum that generally ranges from 50% to 150% of
the individual target award opportunity and will be enumerated from .5 to 1.5
based on this range. If approved by the Committee, Supporting Performance
Factors which are the same as the Company Performance Factor or are based on
divisional EVA are uncapped.
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The EVA bonus plan provides the powerful incentive of an uncapped bonus
opportunity, but also uses a "Bonus Bank" feature to ensure that extraordinary
EVA improvements are sustained before extraordinary bonus awards are paid out.
The Bonus Bank applies to Senior Executives as designated by the Committee under
the Plan. All of the executive officers, including those named in the Summary
Compensation Table, were designated Senior Executives for fiscal 2001. Each
year, any accrued bonus in excess of 125% of the target bonus award is added to
the outstanding Bonus Bank balance. The bonus paid is equal to the accrued bonus
for the year, up to a maximum of 125% of the target bonus, plus 33% of the new
Bonus Bank balance. A Bonus Bank account is considered at risk given that in any
year the accrued bonus is negative, the negative bonus amount is subtracted from
the outstanding Bonus Bank balance. Extraordinary EVA improvements must be
sustained for several years to ensure full payout of the accrued bonus. In the
event the outstanding Bonus Bank balance at the beginning of the year is
negative, the bonus paid is limited to the accrued bonus up to a maximum of 75%
of the target bonus with the remainder of the accrued bonus offsetting the
negative bonus. On termination of employment due to death, disability or
retirement, the available balance in the Bonus Bank will be paid to the
terminating executive or his designated beneficiary or estate. Executives who
voluntarily leave to accept employment elsewhere or who are terminated for cause
will forfeit any positive available balance. An executive is not expected to
repay negative balances upon termination or retirement.
STOCK INCENTIVE PLAN
In 1990, the shareholders approved Briggs & Stratton's Stock Incentive Plan
("Incentive Plan"). The Incentive Plan authorizes the Committee to grant to
officers and other key employees stock incentive awards in the form of one or
any combination of the following: stock options, stock appreciation rights,
deferred stock, restricted stock and stock purchase rights. In early 1993, the
Committee worked with a consultant to adopt a method of granting options which
more closely aligns financial reward to optionees with the long-term performance
of Briggs & Stratton.
Since fiscal 1994, the sole form of options granted under the Incentive
Plan has been leveraged stock options (LSOs). The LSOs granted are either
Incentive Stock Options or Non-Qualified Stock Options under the Stock Option
part of the Incentive Plan. At the 1999 Annual Meeting, shareholders approved an
amended and restated Incentive Plan that increased the shares authorized for
issuance under the Plan and provided that all stock options granted under the
Plan will continue to be premium priced LSOs. Also in 1999, the Committee
increased the term of future LSO grants from 5 to 7 years. Options granted will
continue to be exercisable after 3 years.
The maximum number of LSOs to be granted each year is 600,000. The maximum
number of LSOs that may be granted cumulatively under the LSO Program is
4,539,986. If the calculation under the EVA Plan produces more than 600,000 LSOs
in any year, LSOs granted to all Senior Executives for that year will be reduced
pro-rata based on proportionate Total Bonus Payouts under the EVA Plan. The
amount of reduction is carried forward to subsequent years and invested in LSOs
to the extent the annual limitation is not exceeded in future years. For fiscal
2000, the Total Bonus Payout produced more than the maximum; so the number of
LSO grants was reduced, leaving $1,440,098, or 39.7% of the eligible Total Bonus
Payout, to be carried forward to fiscal 2001.
The calculation of the number of options granted to each executive and the
method of determining their exercise price, are described below. These LSOs
provide an option grant that simulates a stock purchase with 10:1 leverage.
Because the LSOs granted in 2001, referred to below, have a premium exercise
price and a term of seven years, the current Black-Scholes value of these
options is only 28.3% of the grant date stock price.
The number of LSOs granted to a Senior Executive is determined by dividing
the Total Bonus Payout and any uninvested Total Bonus Payout dollars carried
forward from the prior year by 10% of the fair market value of Briggs & Stratton
stock on the date of grant. The exercise price of the option is the product of
90% of the fair market value on the date of grant times the Estimated Annual
Growth Rate compounded over five years, which is the mid-point of the option
exercise period. The Estimated Annual Growth Rate equals the average daily
closing 30-year U.S. Treasury Bond yield for March in the year of grant plus 1%.
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The following example illustrates the calculation of the stock option grant
for a Senior Executive who has $50,000 in Total Bonus Payout under the EVA Plan.
The number of options earned is calculated by dividing the dollars for
investment by 10% of the fair market value of Briggs & Stratton stock. Assume
the fair market value of Briggs & Stratton stock on the date of grant is $40.19.
Example: NUMBER OF OPTIONS GRANTED
10% of the fair market value is $4.019.
Options Granted is 12,441 ($50,000 divided by 4.019)
EXERCISE PRICE = (.9 X FAIR MARKET VALUE) X ESTIMATED ANNUAL
GROWTH RATE(5)* 6.34% is the Estimated Annual Growth Rate (5.34
plus 1%) (See description above) The exercise price is $49.19
(.9 x $40.19 x 1.0634(5)*)
*Raising it to the 5th power takes it to a 5-year compound
growth rate, five years being the mid-point of the 4-year exercise
period.
Thus, based on this example, the fair market value of Briggs & Stratton
shares must exceed $49.19 between 3 and 7 years from the date of LSO grant to
give the LSOs value to the Senior Executives.
On August 7, 2001, after publication of financial results for fiscal 2001,
the Committee granted LSOs to all Senior Executives, including all executive
officers. Few Senior Executives and no Named Executive Officer, including Mr.
Stratton, received a bonus for fiscal 2001. The number of LSOs granted to Mr.
Stratton was determined in the manner described and was based solely on
uninvested LSO dollars carried forward from fiscal 2000.
Section 162(m) of the Internal Revenue Code limits tax deductions for
executive compensation to $1 million, unless certain conditions are met. While
no covered executive's individual compensation exceeded this threshold in fiscal
2001, the EVA Plan and the Stock Incentive Plan are designed generally to ensure
full deductibility of compensation paid under these plans. It has been the
policy to take reasonable steps to maintain the corporate tax deductibility of
compensation paid to executive officers.
COMPENSATION COMMITTEE:
Robert J. O'Toole, Chairman
Jay H. Baker
Michael E. Batten
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EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The table includes information for each of the last three fiscal years
concerning the compensation paid by Briggs & Stratton to Briggs & Stratton's
Chief Executive Officer and the four other most highly compensated executive
officers. Under the previously announced succession plan, effective July 1,
2001, Mr. Stratton relinquished the position of Chief Executive Officer and Mr.
Shiely was elected President and Chief Executive Officer.
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
-------------------------------
AWARDS PAYOUTS
------------ ---------------
ANNUAL SECURITIES
COMPENSATION (1) UNDERLYING
NAME AND FISCAL ------------------------ OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#) (2) PAYOUTS ($) (3) COMPENSATION ($) (4)
------------------ ---- ---------- --------- ------------ --------------- --------------------
F.P. Stratton 2001 $604,500 $ 0 87,920 $ 0 $ 56,089
Chairman and 2000 558,000 830,081 147,220 61,087 41,390
Chief Executive Officer 1999 535,488 673,992 115,180 19,607 7,419
J.S. Shiely 2001 425,780 0 46,270 0 36,241
President and 2000 396,480 442,353 77,460 26,578 21,244
Chief Operating Officer 1999 375,000 314,663 53,290 6,255 5,170
R.J. Fotsch 2001 276,500 0 23,940 0 22,041
Senior Vice President 2000 267,600 238,849 40,090 3,833 15,972
and General Manager 1999 236,324 108,168 18,120 944 5,234
J.E. Brenn 2001 264,600 0 23,090 0 21,429
Senior Vice President 2000 252,000 224,925 38,650 9,040 23,474
and Chief Financial Officer 1999 206,472 101,063 17,240 2,762 6,364
T.R. Savage 2001 263,400 0 22,860 0 28,131
Senior Vice President - 2000 250,800 223,854 38,280 7,868 20,801
Administration 1999 216,384 105,914 17,670 496 5,307
(1) Includes amounts earned in fiscal year, whether or not deferred.
(2) No SARs are outstanding. Option awards reported for fiscal 2001 were
granted August 7, 2001.
(3) Figures reflect the portion of the EVA Plan bonus bank balances paid with
respect to each fiscal year.
(4) All other compensation for fiscal 2001 for Messrs. Stratton, Shiely,
Fotsch, Brenn and Savage, respectively, includes: (i) matching
contributions to the Corporation's Savings and Investment Plan for each
named executive officer of $5,100, $5,100, $4,174, $5,027 and $5,027; (ii)
matching contributions to the Corporation's Key Employee Savings and
Investment Plan for each named executive officer of $26,339, $21,791,
$9,717, $2,888 and $9,804; and (iii) total premiums of $24,650, $9,350,
$8,150, $13,514 and $13,300 paid by the Corporation for the benefit of the
named executive officers under the Corporation's split dollar Executive
Life Insurance Plan.
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STOCK OPTIONS
The Stock Incentive Plan approved by shareholders provides for the granting
of stock options with respect to Briggs & Stratton common stock. The tables
contain additional information on stock options.
The methodology used in determining the number of grants awarded and other
terms and conditions of the grants are found in the Compensation Committee
Report on Executive Compensation. Option awards reported for fiscal 2001 were
granted effective August 7, 2001 and reflect uninvested dollars carried forward
from fiscal 2000, pursuant to the Leveraged Stock Option Program. Options become
exercisable August 7, 2004. Option awards are intended to qualify as "incentive
stock options" to the extent permitted under the Internal Revenue Code of 1986,
as amended. Any options not meeting the requirements for incentive stock options
will be treated as non-qualified stock options.
OPTION/SAR GRANTS FOR LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR BASE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE ($)
---- ----------- ----------- -------- ---- ---------
F.P. Stratton.............. 87,920 23.7% $49.19 8/7/08 999,650
J.S. Shiely................ 46,270 12.5 49.19 8/7/08 526,090
R.J. Fotsch................ 23,940 6.4 49.19 8/7/08 272,198
J.E. Brenn................. 23,090 6.2 49.19 8/7/08 262,533
T.R. Savage................ 22,860 6.2 49.19 8/7/08 259,918
The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the value of
the options reflected in the above table include the following:
- An exercise price on the option of $49.19.
- Fair market value of the common stock on the date of grant of $40.19.
- An option term of 7 years.
- An interest rate of 5.06 percent that represents the interest rate on a
U.S. Treasury security on the date of grant with a maturity date
corresponding to that of the option term.
- An annualized volatility of 36.59% (utilizing 36 months of historical
daily stock prices).
- Dividends at the rate of $0.31 per share representing the annualized
dividends of $1.24 (3.09% yield) paid with respect to a share of common
stock at the date of grant.
The ultimate values of the options will depend on the future market price
of Briggs & Stratton stock, which cannot be forecast with reasonable accuracy.
The actual value, if any, an optionee will realize upon exercise of an option
will depend on the excess of the market value of Briggs & Stratton common stock
over the exercise price on the date the option is exercised.
If there is a "change in control" of Briggs & Stratton, as defined in the
Incentive Plan, any outstanding stock options which are not then exercisable
will become fully exercisable and vested. Upon a change in control, optionees
may elect to surrender all or any part of their stock options and receive a per
share amount in cash equal to the excess of the "change in control price" over
the exercise price of the stock option. If an optionee's employment is
terminated at or following a change in control (other than by death, disability,
or retirement), the exercise periods of an optionee's stock options will be
extended to the earlier of six months and one day from the date of employment
termination or the options' respective expiration dates. No SARs were granted.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES*
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR END (#) AT FISCAL YEAR END ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
F.P. Stratton .... 0 0 88,810 439,210 271,524 0
J.S. Shiely ...... 1,000 17,881 48,778 217,300 263,666 0
R.J. Fotsch ...... 0 0 14,060 93,110 51,836 0
J.E. Brenn ....... 0 0 12,449 90,980 15,201 0
T.R. Savage ...... 0 0 8,510 91,230 0 0
* No SARs are outstanding. Options at fiscal year end include options granted
August 7, 2001 for fiscal 2001.
LONG-TERM INCENTIVE COMPENSATION
As described in more detail in the Compensation Committee Report on
Executive Compensation, the EVA Plan requires that accrued bonuses payable to
Senior Executives in excess of 125% of their target bonus be banked. This
occurred in both fiscal 1999 and 2000. In any year the accrued bonus is
negative, the negative bonus amount is subtracted from the outstanding bonus
bank balance. This occurred in fiscal 2001. The negative amounts reported below
were subtracted from the bonus bank for each of the named executive officers,
leaving a negative accrued bonus bank balance for fiscal 2001. Under the EVA
Plan, because the outstanding bonus bank balance is now negative, any bonus
payable for fiscal 2002 is limited to the accrued bonus up to a maximum of 75%
of the target bonus with the remainder of the accrued bonus offsetting the
negative bonus.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS (PAYBACKS) UNDER NON-STOCK
PRICE-BASED PLANS
---------------------------------------------------
AMOUNTS BANKED
NAME (FORFEITED) ($) MINIMUM ($) MAXIMUM ($)
------------------------------------------------------------------------------------------
F.P. Stratton ..... $(701,220) $(308,015) $ 0
J.S. Shiely ....... (370,428) (173,022) 0
R.J. Fotsch ....... (192,444) (107,208) 0
J.E. Brenn ........ (184,161) (92,868) 0
T.R. Savage ....... (183,326) (94,761) 0
RETIREMENT PLAN
Briggs & Stratton maintains a defined benefit retirement plan (the
"Retirement Plan") covering all executive officers and substantially all other
Milwaukee employees. Under the Retirement Plan non-bargaining unit employees
receive an annual pension payable on a monthly basis at retirement equal to 1.6%
of the employee's average of the highest five years' compensation of the last
ten calendar years of service prior to retirement multiplied by the number of
years of credited service. This amount is offset by 50% of Social Security. The
Social Security offset is prorated if years of credited service are less than
30.
Executive officers participate in an unfunded program that supplements
benefits under the Retirement Plan. Under this program executive officers are
provided with additional increments of 0.50 of 1% of compensation per year of
credited service over that presently payable under the Retirement Plan to
non-bargaining unit employees. In no event may a pension paid under the above
described plans to a non-bargaining unit employee exceed 70% of the employee's
average monthly compensation.
A trust has been established for deposit of the aggregate present value of
the benefits described above for executive officers upon the occurrence of a
change in control of Briggs & Stratton. The trust would not be considered
funding the benefits for tax purposes.
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The following table shows total estimated annual benefits from funded and
unfunded sources generally payable to executive officers upon normal retirement
at age 65 at specified compensation and years of service classifications. These
are calculated on a single-life basis and adjusted for the projected Social
Security offset:
ANNUAL PENSION PAYABLE FOR LIFE
AVERAGE ANNUAL COMPENSATION AFTER SPECIFIED YEARS OF CREDITED SERVICE
IN HIGHEST 5 OF LAST 10 ------------------------------------------------------------
CALENDAR YEARS OF SERVICE 10 YEARS 20 YEARS 30 YEARS 40 YEARS
--------------------------- ---------- ---------- ---------- ----------
$ 200,000 $ 40,000 $ 80,000 $ 120,000 $ 140,000*
400,000 82,000 164,000 246,000 280,000*
600,000 124,000 248,000 372,000 420,000*
800,000 166,000 332,000 498,000 560,000*
1,000,000 208,000 416,000 624,000 700,000*
1,200,000 250,000 500,000 750,000 840,000*
1,400,000 292,000 584,000 876,000 980,000*
1,600,000 334,000 668,000 1,002,000 1,120,000*
1,800,000 376,000 752,000 1,128,000 1,260,000*
* Figures reduced to reflect the maximum limitation of 70% of compensation.
This table does not reflect limitations imposed by the Internal Revenue
Code of 1986, as amended, on pensions paid under federal income tax qualified
plans. However, an executive officer covered by Briggs & Stratton's unfunded
program will receive the full pension to which he would be entitled in the
absence of such limitations. Compensation for purposes of the table includes the
compensation shown in the Summary Compensation Table under the headings
"Salary," "Bonus" and "LTIP Payouts."
The years of credited service under the Retirement Plan for the individuals
named in the Summary Compensation Table are: Mr. Stratton-28; Mr. Shiely-15; Mr.
Fotsch-23; Mr. Brenn-23 and Mr. Savage-9.
EMPLOYMENT AGREEMENTS
All executive officers of Briggs & Stratton, including the officers named
in the Summary Compensation Table, are parties to a two-year employment
agreement. The agreements have a one-year automatic extension upon each
anniversary date unless either party gives a 30-day notice prior to the
anniversary date that the agreement will not be renewed. Under the agreement,
the officer agrees to perform the duties currently being performed in addition
to other duties that may be assigned from time to time. Briggs & Stratton agrees
to pay the officer a salary of not less than that of the previous year and to
provide fringe benefits that are provided to all other salaried employees of
Briggs & Stratton in comparable positions. In the event of a termination, the
payments are continued for the remaining term of the agreement.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Board of Directors has authorized the Chairman of the Board to offer to
all executive officers change in control employment agreements. These ensure the
employee's continued employment following a "change in control" on a basis
equivalent to the employee's employment immediately prior to such change in
terms of position, duties, compensation and benefits, as well as specified
payments upon termination following a change in control. Briggs & Stratton
currently has such agreements with all of its executive officers. These
agreements become effective only upon a defined change in control of Briggs &
Stratton, or if the employee's employment is terminated upon or in anticipation
of such a change in control and automatically supersede any existing employment
agreement. Under the agreements, if during the employment term (three years from
the change in control) the employee is terminated other than for "cause" or if
the employee voluntarily terminates his employment for good reason or during a
30-day window period one year after a change in control, the employee is
entitled to specified severance benefits, including a lump sum payment of three
times the sum of the employee's annual salary and bonus and a "gross-up" payment
which will, in general, effectively reimburse the employee for any amounts paid
under Federal excise taxes.
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AUDITORS
The Board of Directors has selected the public accounting firm of Arthur
Andersen LLP as its independent auditors for the current year. A representative
of Arthur Andersen LLP will be present at the Annual Meeting. He will have the
opportunity to make a statement and respond to appropriate questions.
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K
Briggs & Stratton is required to file an annual report, called Form 10-K,
with the Securities and Exchange Commission. A copy of Form 10-K for the fiscal
year ended July 1, 2001 accompanies this Proxy Statement. Requests for
additional copies should be directed to Carole Ford, Shareholder Relations,
Briggs & Stratton Corporation, P.O. Box 702, Milwaukee, Wisconsin 53201.
SHAREHOLDER PROPOSALS
Proposals that shareholders intend to present at the 2002 Annual Meeting
must be received at the principal executive offices no earlier than July 4, 2002
and no later than July 29, 2002, in order to be presented at the meeting and
must be in accordance with the requirements of the Bylaws of Briggs & Stratton.
Shareholder proposals must be received by May 15, 2002 to be considered for
inclusion in the proxy material for that meeting under the SEC's proxy rules.
BY ORDER OF THE BOARD OF DIRECTORS
BRIGGS & STRATTON CORPORATION
Kasandra K. Preston, Secretary
Wauwatosa, Wisconsin
September 12, 2001
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APPENDIX A
BRIGGS & STRATTON CORPORATION
AUDIT COMMITTEE CHARTER
APRIL 18, 2000
The Board of Directors appoints the Audit Committee members. The Audit
Committee's primary duties and responsibilities are to: (1) monitor the
integrity of the financial statements of the Company, (2) monitor the compliance
by the Company with legal and regulatory requirements and (3) oversee the
independence and performance of the Company's internal and external auditors.
The members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange. The Audit Committee
shall have the authority to retain at the Company's expense special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any 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:
Review Procedures
1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
2. Review the Company's annual audited financial statements with
management and the independent auditors prior to filing or
distribution. The review shall include 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.
3. 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.
4. Review with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q.
At a minimum, the Audit Committee Chairman must participate in these
reviews.
5. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to
monitor and control such exposures.
6. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor,
internal auditors or management.
Independent Auditors
7. Recommend to the Board the appointment of the independent auditor,
who is ultimately accountable to the Audit Committee and the Board.
8. Approve the fees to be paid to the independent auditor.
9. 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 satisfy itself of the independence of the
auditor.
10. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that
the Board replace the independent auditor.
11. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.
A-1
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12. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.
13. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
14. 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:
(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access
to required information.
(b) Any changes required in the planned scope of the internal audit.
(c) The internal audit department responsibilities, budget and
staffing.
15. On an annual basis, meet privately with the independent auditor to
discuss any pertinent matters that they feel should be discussed,
including quality of management, financial, accounting and internal
audit personnel, or determine if any restrictions have been placed by
management on the scope of their examination, and assure the
independent auditor of the committee's availability for additional
private discussion if the independent auditor feel this is necessary.
Internal Audit Department
16. Review the appointment and replacement of the internal audit manager.
17. Review the significant reports to management prepared by the internal
auditing department and management's responses.
18. Review and approve the internal audit charter that explains the
functional and organizational framework for providing services to
management and to the audit committee, including the purpose,
responsibility, authority and reporting relationships of the internal
audit functions.
19. Annually review the internal audit plans, budgets, objectives and
goals.
Other Audit Committee Responsibilities
20. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement.
21. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations
and with the Company's Employee Integrity and Business Practices
Manuals.
22. 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.
23. Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in separate
executive sessions.
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
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 and the Company's Employee Integrity
and Business Practices Manuals.
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BRIGGS & STRATTON CORPORATION
P.O. Box 702, Milwaukee, WI 53201-0702
PROXY SOLICITATED ON BEHALF OF THE BOARD OF DIRECTORS
(SEE REVERSE SIDE)
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
--------------------------------------------------------------------------------
[BRIGGS & STRATTON LOGO] PROXY
BRIGGS & STRATTON CORPORATION
PROXY/VOTING INSTRUCTIONS FOR ANNUAL MEETING
OF SHAREHOLDERS -- OCTOBER 17, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints each of FREDERICK P. STRATTON, JR., JOHN S. SHIELY and
ROBERT F. HEATH, with power of substitution, attorneys and proxies, to vote all
shares votable by the undersigned at the shareholders' annual meeting of Briggs
& Stratton Corporation and at any adjournments. The meeting will be held in Rye
Brook, New York on October 17, 2001 at 9:00 a.m. Eastern Daylight Time. My
directions are on the reverse side. I revoke any proxy previously given.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED BY THE PROXIES NAMED "FOR" THE
ELECTION OF DIRECTORS AND IN THEIR DISCRETION ON ANY OTHER MATTERS PROPERLY
BROUGHT TO A SHAREHOLDER VOTE AT THE MEETING.
If the undersigned holds Briggs & Stratton shares in Briggs & Stratton
Corporation's 401(k) Plans or Dividend Reinvestment Plan, this proxy constitutes
voting instructions for any shares so held.
(Continued and to be Signed on Reverse Side)
23
BRIGGS & STRATTON CORPORATION
[BRIGGS & STRATTON CORPORATION LOGO]
INSTRUCTIONS FOR VOTING YOUR PROXY
Shareholders of record have three ways to vote their proxies:
- BY TELEPHONE (using a touch-tone telephone)
- THROUGH THE INTERNET (using a browser)
- BY MAIL (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days
a week.
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TELEPHONE VOTING This method of voting is available for residents of the
----------------- U.S. and Canada
- On a touch-tone telephone, call TOLL FREE 1-888-216-1332, 24 hours a day, 7
days a week
- You will be asked to enter the CONTROL NUMBER shown below followed by the
pound sign (#)
- Have your proxy card ready, then follow the prerecorded instructions.
- Your vote will be confirmed and cast as you directed
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INTERNET VOTING
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- Visit the Internet voting Website at https://www.proxyvotenow.com/brs
- Enter the CONTROL NUMBER shown below and follow the instructions on your
screen
- You will incur only your usual Internet charges
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VOTING BY MAIL
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- Simply mark, sign and date your proxy card and return it in the postage-paid
envelope
YOU MAY VOTE BY TELEPHONE OR INTERNET ANYTIME UNTIL 5:00 P.M. EASTERN DAYLIGHT
TIME, ON OCTOBER 16, 2001.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
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YOUR CONTROL NUMBER IS:
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TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND RETURN IN
\/ ENVELOPE PROVIDED \/
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PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
BRIGGS & STRATTON CORPORATION ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS.
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(a) Election of Three Directors: Nominees - (01) Eunice M. Filter; (02) David L. Burner;
(03) Frederick P. Stratton, Jr. VOTE FOR VOTE WITHHELD
*To withhold authority to vote for any nominee, write the nominee's name on the space below. all nominees from all
listed* nominees listed
------------------------------------------------------------------------------------------------ [ ] [ ]
(b) In the discretion of the appointed proxies on any other matters properly
brought to a shareholder vote at the meeting, all as set forth in the Notice
and Proxy Statement.
You are acknowledging receipt of the Notice and Proxy Statement by submitting your vote.
[ ] I PLAN TO ATTEND THE MEETING. DATE , 2001
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SIGNATURE(S) IN BOX
Please sign exactly as your name appears,
giving your full title if signing as
attorney or fiduciary. If shares are held
jointly, each joint owner should sign. If a
corporation, please sign in full corporate
name by duly authorized officer. If a
partnership, please sign in partnership name
by authorized person.