-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qw4YFtqXcgrbRik3TUscS0+bQUwUaqaTUYH9HG7tqltNKr73pLmMYEDnrHMrXPxR ItbAqTbwDvLAW3O/xc+l6Q== 0000897069-03-000298.txt : 20030307 0000897069-03-000298.hdr.sgml : 20030307 20030307154207 ACCESSION NUMBER: 0000897069-03-000298 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030425 FILED AS OF DATE: 20030307 EFFECTIVENESS DATE: 20030307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18110 FILM NUMBER: 03596317 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 DEF 14A 1 sdc347.txt 14A DEFINITIVE PROXY - GEHL 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 toss.240.14a-11(c) orss.240.14a-12 GEHL COMPANY ------------------------------------------------ (Name of Registrant as Specified in its Charter) ----------------------------------------------------------------------- (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)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] 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: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [GEHL LOGO] GEHL COMPANY 143 WATER STREET WEST BEND, WISCONSIN 53095 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 2003 To the Shareholders of Gehl Company: Notice is hereby given that the annual meeting of shareholders of Gehl Company will be held at the Cedar Theatre, located on the Cedar Lake Campus of Cedar Community, 5595 Highway Z, West Bend, Wisconsin 53095, on Friday, April 25, 2003, at 3:00 P.M. (CDT), for the following purposes: 1. To elect three directors to hold office until the annual meeting of shareholders in 2006 and until their successors are duly elected and qualified. 2. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors has fixed the close of business on February 24, 2003 as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting. A proxy for the meeting and a proxy statement are enclosed herewith. A map showing the location of the Cedar Theatre accompanies this notice and proxy statement. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES BY SIGNING, DATING AND MAILING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, WHICH IS POSTAGE-PAID IF MAILED IN THE UNITED STATES. By Order of the Board of Directors GEHL COMPANY /s/ Michael J. Mulcahy Michael J. Mulcahy Secretary West Bend, Wisconsin March 10, 2003 GEHL COMPANY 143 WATER STREET WEST BEND, WISCONSIN 53095 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 2003 GENERAL INFORMATION ANNUAL MEETING AND SUBMISSION OF PROXY This proxy statement and the accompanying proxy card are being furnished to shareholders by the Board of Directors (the "Board") of Gehl Company (the "Company" or "Gehl") beginning on or about March 10, 2003, in connection with a solicitation of proxies by the Board for use at the Annual Meeting of Shareholders to be held on Friday, April 25, 2003, at 3:00 P.M. (CDT), at the Cedar Theatre, located on the Cedar Lake Campus of Cedar Community, 5595 Highway Z, West Bend, Wisconsin 53095, and at all adjournments or postponements thereof (the "Annual Meeting"), for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. The Board has fixed the close of business on February 24, 2003 as the record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting. On that date, the Company had outstanding and entitled to vote 5,376,984 shares of the Company's Common Stock, $.10 par value per share (the "Common Stock"), each of which is entitled to one vote per share. WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT. ACCORDINGLY, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN, PLEASE VOTE BY SIGNING, DATING AND PROMPTLY MAILING THE ACCOMPANYING PROXY CARD. VOTING PROCEDURES A proxy, in the enclosed form, that is properly executed, duly returned to the Company and not revoked, will be voted in accordance with the instructions contained therein. The shares represented by executed but unmarked proxies will be voted FOR the persons nominated by the Board for election as directors, and on such other business or matters that may properly come before the Annual Meeting in accordance with the best judgment of the persons named as proxies in the enclosed form of proxy. Other than the election of directors, the Board has no notice of any matters to be presented for action by the shareholders at the Annual Meeting. Execution of a proxy given in response to this solicitation will not affect a shareholder's right to attend the Annual Meeting and to vote in person. Presence at the Annual Meeting of a shareholder who has signed a proxy does not in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any time before it is voted by giving notice thereof to the Company in writing or by submitting another duly executed proxy bearing a later date. MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING At the Annual Meeting, shareholders will consider and vote on the election of three directors to hold office until the annual meeting of shareholders in 2006 and until their successors are duly elected and qualified. The Board has nominated John T. Byrnes, Richard J. Fotsch and Dr. Hermann Viets (together, the "Company Nominees") for re-election as directors of the Company. ELECTION OF DIRECTORS The Company's By-laws provide that the directors shall be divided into three classes, with staggered terms of three years each. At the Annual Meeting, the shareholders will elect three directors to hold office until the annual meeting of shareholders in 2006 and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the three Company Nominees. The Board has no reason to believe that any of the listed nominees will be unable or unwilling to serve as a director if elected. However, in the event that any one or more of the nominees should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for other nominees selected by the Board in the exercise of its best judgment. Directors are elected by a plurality of the votes cast (assuming a quorum is present). A majority of the votes entitled to be cast on the election of directors must be represented in person or by proxy at the Annual Meeting in order for a quorum to be present. An abstention from voting will be included in computing the number of shares present for purposes of determining the presence of a quorum, but will not be considered in determining whether each of the nominees has received a plurality of the votes cast at the Annual Meeting. A broker or nominee voting shares registered in its name, or in the name of its nominee, which are beneficially owned by another person and for which it has not received instructions as to voting from the beneficial owner, will have the discretion to vote the beneficial owner's shares with respect to the election of directors. The following sets forth certain information, as of February 1, 2003, about each of the Company Nominees for election at the Annual Meeting and each director of the Company whose term will continue after the Annual Meeting. NOMINEES FOR ELECTION AT THE ANNUAL MEETING Terms expiring in 2006 John T. Byrnes, 56, has served as Executive Managing Director of Mason Wells, Inc. (a Milwaukee, Wisconsin-based private equity investment firm) since May, 1998. Mr. Byrnes was President and a director of M&I Capital Markets Group (the private equity arm of the Marshall & Ilsley Corporation) from 1985 to 1998. Mr. Byrnes has served as a director of the Company since 1999. Mr. Byrnes is also a director and a member of the Executive Committee of the Wisconsin Technology Council (a policy advisor and catalyst for the creation, development and retention of science- and technology-based businesses in the State of Wisconsin), a director of the Medical College of Wisconsin Research Foundation and a director of numerous private companies. Richard J. Fotsch, 47, has served as President of the Engine Group of Navistar International Corporation (the largest U.S.-based truck and mid-range diesel engine manufacturer) since April, 2002. Prior thereto, Mr. Fotsch had served in various management positions with Briggs & Stratton Corporation (the world's largest manufacturer of air-cooled gasoline engines for the outdoor power equipment industry). Mr. Fotsch has served as a director of the Company since 2000. Mr. Fotsch is a member of the Dean's Advisory Council for the College of Engineering of Marquette University. Dr. Hermann Viets, 60, has served as President and Chief Executive Officer of the Milwaukee School of Engineering (a university located in Milwaukee, Wisconsin focused primarily on engineering education) since 1991. Dr. Viets has served as a director of the Company since 1999. Dr. Viets is also a director of Astro Med, Inc. (an electronic equipment manufacturer), and Competitive Wisconsin, Inc. (an association of business, education and labor leaders promoting the State of Wisconsin) and is a member of the Greater 2 Milwaukee Committee (an organization of civic leaders promoting the economic development and social improvement of the City of Milwaukee). THE BOARD UNANIMOUSLY RECOMMENDS THE FOREGOING COMPANY NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE "FOR" ALL COMPANY NOMINEES. DIRECTORS CONTINUING IN OFFICE Terms expiring in 2004 William D. Gehl, 56, has served as Chairman since April, 1996 and as President and Chief Executive Officer of the Company since November, 1992. From January, 1990 until joining the Company, Mr. Gehl was Executive Vice President, Chief Operating Officer, General Counsel and Secretary of The Ziegler Companies, Inc. (a financial services holding company). Mr. Gehl held various management positions with The Ziegler Companies from 1978 to 1990. Mr. Gehl has served as a director of the Company since 1987. Mr. Gehl is also a director and Vice Chairman of the Board of Wisconsin Manufacturers and Commerce (a business association promoting the improvement of the economic climate of the State of Wisconsin), a director and past Chairman of the Board of the Association of Equipment Manufacturers (a national trade association of agricultural and construction equipment manufacturers), and a director of West Bend Savings Bank (a state financial institution), Mason Wells, Inc. (a Milwaukee, Wisconsin-based private equity investment firm) and ASTEC Industries, Inc. (a manufacturer of road building related machinery). Mr. Gehl is a member of the Florida and Wisconsin Bar Associations. John W. Splude, 57, has served as Chairman, President and Chief Executive Officer of HK Systems, Inc. (an integrator of material handling systems and a provider of supply chain software solutions) since October, 1993. Mr. Splude has served as a director of the Company since 1995. Mr. Splude is also a member of the Material Handling Institute Roundtable (a trade association of material handling equipment manufacturers), a director of U.S. Bank, N.A. (a national bank) and a Regent of the Milwaukee School of Engineering (a university located in Milwaukee, Wisconsin focused primarily on engineering education) and serves on the Board of Directors of Big Brothers / Big Sisters and on the Special Advisory Board of Notre Dame Middle School. Terms expiring in 2005 Nicholas C. Babson, 56, is President of Babson Holdings, Inc. (an investment management company). Prior to assuming that position, Mr. Babson was Chairman of the Board and President from 1984 and Chief Executive Officer from 1996 of Babson Bros. Co. (a global manufacturer and distributor of dairy equipment and consumable supplies) until his retirement from that company in 1999. Mr. Babson has served as a director of the Company since 1999. Mr. Babson is also a director of CenterPoint Properties Trust (a NYSE-listed real estate investment trust investing in industrial real estate primarily in the Chicago area), a director of SunTx Capital Partners (a private equity investment firm located in Dallas, Texas), a trustee of the Farm Foundation (an association of agricultural educators, economists and business leaders) and a Regent of the University of the South, Sewanee, Tennessee. Thomas J. Boldt, 50, has served as President of The Boldt Group, Inc. (a holding company with subsidiaries involved in consulting services, general construction, program and construction management and real estate development) since 1988. Mr. Boldt held various management positions with various subsidiaries of The Boldt Group, Inc. from 1976 to 1988. Mr. Boldt has served as a director of the 3 Company since 1996. Mr. Boldt is also a director of M&I Bank, Fox Valley (a national bank) and a director of Wisconsin Manufacturers and Commerce (a business association promoting the improvement of the economic climate of the State of Wisconsin) and a Regent of St. Olaf College. Kurt Helletzgruber, 50, has served as Executive Vice President of Neuson Kramer Baumaschinen AG (a holding company located in Linz-Leonding, Austria) since 1999 and as Executive Vice President of Neuson AG (a manufacturer of construction equipment located in Linz-Leonding, Austria) since 1997. Mr. Helletzgruber has also served as Managing Director of EBBS and Radinger AG (a manufacturer of construction machinery located in Vienna, Austria) since 1990. Mr. Helletzgruber has served as a director of the Company since 2002. BOARD OF DIRECTORS The Company's Board of Directors is currently comprised of eight members. The Board has standing Audit, Compensation and Benefits, and Nominating Committees to assist it in discharging its duties. Each Committee is chaired by a director who is an independent outside director. The Audit Committee retains the Company's independent auditors with the approval of the Board, reviews the scope, timing and results of the audit of the Company's financial statements by the Company's independent auditors and reviews with the independent auditors management's policies and procedures with respect to auditing and accounting controls. The Audit Committee also reviews and evaluates the independence of the Company's independent auditors and approves services rendered by such auditors. Messrs. Babson, Boldt, Byrnes and Splude (Chairman) are members of the Audit Committee. The Audit Committee held four meetings in 2002. Each member of the Audit Committee is independent as that term is defined in the rules of the Nasdaq Stock Market, Inc. The Compensation and Benefits Committee determines (subject to Board approval) compensation levels for the Company's executive officers, reviews management's recommendations as to the compensation to be paid to other key personnel and administers the Company's equity-based incentive compensation plans. Messrs. Babson (Chairman), Boldt, Splude and Viets are members of the Compensation and Benefits Committee. The Compensation and Benefits Committee held two meetings in 2002. The functions of the Nominating Committee include recommending those persons to be nominated by the Board for election as directors of the Company and recommending persons to fill vacancies on the Board. The members of the Nominating Committee, which held one meeting in 2002, are Messrs. Byrnes, Fotsch and Viets (Chairman). The Nominating Committee will consider nominees recommended by shareholders, but has no established procedures which must be followed to make a recommendation. The Company's By-laws set forth certain requirements for shareholders wishing to nominate director candidates for consideration by shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give written notice of an intent to make such a nomination to the Secretary of the Company in advance of the meeting in compliance with the terms and within the time period specified in the By-laws. Directors who are officers or employees of the Company receive no compensation as such for service as members of the Board or committees thereof. Non-employee directors receive an annual retainer fee of $13,000 ($5,000 of which is payable in Common Stock), plus a fee of $1,000 for each Board meeting and a fee of $750 ($1,000 for the committee chairman) for each committee meeting attended. 4 In addition to the compensation described above, and in accordance with the terms of the Gehl Company 2000 Equity Incentive Plan (the "2000 Plan"), each of the non-employee directors as of such time automatically received options to purchase 2,000 shares of Common Stock at a per share exercise price of $15.25 on January 18, 2002 (the day after the 2001 annual meeting) and options to purchase 2,000 shares of Common Stock at a per share exercise price of $15.25 on April 24, 2002 (the day after the 2002 annual meeting). Under the 2000 Plan, each non-employee director (if he continues to serve in such capacity) will, on the day after the annual meeting of shareholders in each year, automatically be granted options to purchase 2,000 shares of Common Stock. Options granted to non-employee directors under the 2000 Plan have a per share exercise price equal to 100% of the market value of a share of Common Stock on the date of grant and become exercisable ratably over the three-year period following the date of grant, except that if the non-employee director ceases to be a director by reason of death, disability or retirement within three years after the date of grant or in the event of a "change of control of the Company" (as defined in the 2000 Plan) within three years after the date of grant, then the option will become immediately exercisable in full. Options granted to non-employee directors terminate on the earlier of (a) ten years after the date of grant or (b) twelve months after the non-employee director ceases to be a director of the Company. The Board held six meetings in 2002. Each director, except for Mr. Babson, attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which he served during 2002. 5 PRINCIPAL SHAREHOLDERS DIRECTORS AND MANAGEMENT The following table sets forth certain information, as of February 1, 2003, regarding beneficial ownership of Common Stock by each director, Company Nominee, each of the executive officers named in the Summary Compensation Table set forth below and all directors, Company Nominees and executive officers as a group. Except as otherwise indicated in the footnotes, all of the persons listed below have sole voting and investment power over the shares of Common Stock identified as beneficially owned. Shares of Common Stock Beneficially Percent Name of Individual or Number in Group Owned(1)(2) of Class - ------------------------------------- ------------------ -------- William D. Gehl.................................. 286,896 5.1% Nicholas C. Babson............................... 6,440 * Thomas J. Boldt.................................. 13,055 * John T. Byrnes................................... 8,287 * Richard J. Fotsch................................ 5,273 * Kurt Helletzgruber............................... 574 (3) * John W. Splude................................... 12,355 * Hermann Viets.................................... 7,440 * Malcolm F. Moore................................. 70,998 1.3% Kenneth P. Hahn.................................. 65,438 1.2% Daniel M. Keyes.................................. 10,185 * Michael J. Mulcahy............................... 38,517 * All directors, nominees and executive officers as group (13 persons).................. 534,203 9.3% _______________ * The amount shown is less than 1% of the outstanding shares. (1) Total shares of Common Stock outstanding as of February 1, 2003 were 5,373,650. (2) Includes shares subject to exercisable options as of February 1, 2002, and options exercisable within 60 days of such date, as follows: Mr. Gehl, 207,666 shares; Mr. Babson, 3,999 shares; Mr. Boldt, 5,999 shares; Mr. Byrnes, 1,999 shares; Mr. Fotsch, 1,999 shares; Mr. Splude, 9,999 shares; Dr. Viets, 3,999 shares; Mr. Moore, 69,998 shares; Mr. Hahn, 52,499 shares; Mr. Keyes, 9,999 shares; Mr. Mulcahy, 24,499 shares; and all directors, Company Nominees and executive officers as a group, 401,487 shares. (3) Neuson AG and certain affiliated entities beneficially own 767,923 shares of Common Stock. See "Principal Shareholders - Other Beneficial Owners." Mr. Helletzgruber is an Executive Vice President of Neuson AG and a Trustee of the affiliated entities. 6 OTHER BENEFICIAL OWNERS The following table sets forth certain information regarding beneficial ownership by the only other persons known to the Company to own more than 5% of the outstanding Common Stock. The beneficial ownership information set forth below has been reported in filings made by the beneficial owners with the Securities and Exchange Commission.
Amount and Nature of Beneficial Ownership - -------------------------------------------------------------------------------------- Voting Power Investment Power Name and Address ---------------- ---------------- Percent of Beneficial Owner Sole Shared Sole Shared Aggregate of Class - ------------------- ------- ------ ------- ------ --------- -------- Neuson AG (1) Haidfeldstrasse 37 4060 Leonding, Austria 767,349 -0- 767,349 -0- 767,349 14.3% FMR Corporation 82 Devonshire Street Boston, MA 02109 -0- -0- 635,000 -0- 635,000 11.8% Dimensional Fund Advisors Inc. 1299 Ocean Avenue Santa Monica, CA 90401 444,624 -0- 444,624 -0- 444,624 8.3% Franklin Resources, Inc. One Franklin Parkway San Mateo, CA 94403 356,200 -0- 356,200 -0- 356,200 6.6% (1) Represents a joint filing by Neuson AG and two of its shareholders, Baumaschinen AG and PIN Privatstiftung.
7 EXECUTIVE COMPENSATION SUMMARY COMPENSATION INFORMATION The following table sets forth certain information regarding compensation awarded to, earned by or paid to the Company's Chief Executive Officer and each of the four other executive officers of the Company whose salary and bonus in fiscal 2002 exceeded $100,000. The executive officers named in the table below are sometimes referred to herein as the "named executive officers."
Long Term Compensation Annual Compensation Awards ---------------------- ------------ Securities All Other Bonus Underlying Compensation Name and Principal Position Year Salary($) ($)(a) Options ($) ---- --------- ---------- ---------- ------------ William D. Gehl 2002 393,000 281,250 30,000 16,967(b) Chairman, President and Chief 2001 375,000 0 65,000 16,267 Executive Officer 2000 374,000 0 60,000 15,762 Malcolm F. Moore 2002 293,462 210,000 20,000 14,141(c) Executive Vice President and 2001 279,230 0 35,000 13,343 Chief Operating Officer 2000 259,420 0 50,000 11,628 Kenneth P. Hahn 2002 182,692 131,250 4,000 10,219(d) Vice President of Finance, 2001 173,650 0 25,000 9,461 Treasurer and Chief Financial 2000 139,892 0 25,000 7,849 Officer Daniel M. Keyes (e) 2002 154,327 112,500 4,000 8,868(f) Vice President Sales and 2001 150,000 0 10,000 7,232 Marketing 2000 20,769 15,000(g) 10,000 -- Michael J. Mulcahy 2002 124,800 93,600 3,000 8,600(h) Vice President, Secretary and 2001 124,615 0 2,500 8,034 General Counsel 2000 119,807 0 10,000 6,325 _______________ (a) The amounts shown in this column for 2002 relate to one-time retention bonuses paid to the named executive officers. The retention bonus arrangement was approved by the Board of Directors in conjunction with the Company's strategic review process undertaken in 2001. To be eligible to receive a bonus, the officer was required to remain in the employ of the Company during the strategic review process and through March 31, 2002. (b) Includes for 2002 (i) $2,610 in life insurance premiums paid by the Company, (ii) $8,857 in long-term disability insurance premiums paid by the Company and (iii) a matching contribution of $5,500 under the Gehl Savings Plan, a 401(k) Plan. (c) Includes for 2002 (i) $2,046 in life insurance premiums paid by the Company, (ii) $6,595 in long-term disability insurance premiums paid by the Company and (iii) a matching contribution of $5,500 under the Gehl Savings Plan, a 401(k) Plan. (d) Includes for 2002 (i) $1,274 in life insurance premiums paid by the Company, (ii) $3,445 in long-term disability insurance premiums paid by the Company and (iii) a matching contribution of $5,500 under the Gehl Savings Plan, a 401(k) Plan. (e) Mr. Keyes became Vice President Sales and Marketing of the Company on December 15, 2000.
8 (f) Includes for 2002 (i) $1,075 in life insurance premiums paid by the Company, (ii) $3,079 in long-term disability insurance premiums paid by the Company and (iii) a matching contribution of $4,714 under the Gehl Savings Plan, a 401(k) Plan. (g) Reflects the signing bonus Mr. Keyes received at the time of his appointment as Vice President Sales and Marketing of the Company. (h) Includes for 2002 (i) $870 in life insurance premiums paid by the Company, (ii) $3,605 in long-term disability insurance premiums paid by the Company and (iii) a matching contribution of $4,125 under the Gehl Savings Plan, a 401(k) Plan. STOCK OPTIONS The Company has in effect equity-based incentive plans pursuant to which options to purchase Common Stock may be granted to key employees (including executive officers) of the Company and its subsidiaries. The following table presents certain information as to grants of stock options made during fiscal 2002 to each of the named executive officers. Option Grants in 2002 Fiscal Year
Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Individual Grants Term(2) - ---------------------------------------------------------------------------- ----------------------- Number of Percent of Securities Total Options Exercise At 5% At 10% Underlying Granted to or Base Annual Annual Options Employees in Price Expiration Growth Growth Name Granted(#)(1) Fiscal Year ($/share) Date Rate Rate - ------------------ ------------- ------------- --------- ---------- -------- -------- William D. Gehl 30,000 29.1% $8.84 12/19/12 $166,800 $422,700 Malcolm F. Moore 20,000 19.4% $8.84 12/19/12 $111,200 $281,800 Kenneth P. Hahn 4,000 3.9% $8.84 12/19/12 $22,240 $56,360 Daniel M. Keyes 4,000 3.9% $8.84 12/19/12 $22,240 $56,360 Michael J. Mulcahy 3,000 2.9% $8.84 12/19/12 $16,680 $42,270 _______________ (1) The options reflected in the table for each of the named executive officers (which are non-qualified options for purposes of the Internal Revenue Code) vest ratably over the three-year period from the date of grant. Vesting of the options will be accelerated in the event of the optionee's death or disability or in the event of a change in control of the Company. (2) This presentation is intended to disclose a potential value which would accrue to the optionee if the option were exercised the day before it would expire and if the per share value had appreciated at the compounded annual rate indicated in each column. The assumed rates of appreciation of 5% and 10% are prescribed by the rules of the Securities and Exchange Commission regarding disclosure of executive compensation. The assumed annual rates of appreciation are not intended to forecast possible future appreciation, if any, with respect to the price of the Common Stock.
The following table sets forth information regarding the exercise of stock options by each of the named executive officers during the 2002 fiscal year and the fiscal year-end value of unexercised options held by the named executive officers. 9 Aggregated Option Exercises in 2002 Fiscal Year And 2002 Fiscal Year-End Option Values
Number of Securities Value of Unexercised Shares Underlying Unexercised In-the-Money Options at Acquired Value Options at Fiscal Year-End Fiscal Year-End($)(1) on Realized ---------------------------- ---------------------------- Name Exercise ($)(1) Exercisable Unexercisable Exercisable Unexercisable - --------------------- -------- -------- ----------- ------------- ----------- ------------- William D. Gehl...... 0 0 207,666 93,334 $15,400 0 Malcolm F. Moore..... 0 0 69,998 60,002 0 0 Kenneth P. Hahn...... 7,500 7,076 52,499 29,001 0 0 Daniel M. Keyes...... 0 0 9,999 14,001 0 0 Michael J. Mulcahy... 7,500 7,076 24,499 8,001 0 0 _______________ (1) The dollar values are calculated by determining the difference between the fair market value of the underlying Common Stock and the exercise price of the options at exercise or fiscal year-end, as the case may be.
RETIREMENT PLAN The Company maintains a defined benefit pension plan (the "Retirement Plan") to provide retirement benefits to certain employees, including the named executive officers. The following table estimates various annual benefits payable at age 65 to participants with the years of service and average compensation levels set forth below:
Estimated Annual Benefits Payable at Age 65 For Indicated Years of Credited Service Final Annual Average Compensation 5 Years 10 Years 15 Years 20 Years 25 Years 35+ Years - -------------------- ------- -------- -------- -------- -------- --------- $ 75,000............ $ 3,750 $ 7,500 $11,250 $15,000 $18,750 $26,250 100,000............ 5,000 10,000 15,000 20,000 25,000 35,000 130,000............ 6,500 13,000 19,500 26,000 32,500 45,500 170,000............ 8,500 17,000 25,500 34,000 42,500 59,500 200,000............ 10,000 20,000 30,000 40,000 50,000 70,000
A participant may elect one of several single life or joint and survivor annuity payment options which provide monthly retirement benefits calculated on an actuarial basis. Benefits under the Retirement Plan are not reduced by a participant's Social Security benefits. The Retirement Plan provides for reduced early retirement and pre-retirement death benefits. Compensation covered by the Retirement Plan for each of the named executive officers is such person's salary as shown in the Summary Compensation Table subject to the maximum provided in the Internal Revenue Code. The maximum was $200,000 for 2002. The number of years of credited service as of December 31, 2002 that will be recognized for Messrs. Gehl, Moore, Hahn, Keyes and Mulcahy is 10.2 years, 3.3 years, 14.7 years, 2.1 years and 27.6 years, respectively. 10 SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENTS The Company has entered into a supplemental retirement benefit agreement under which Mr. Gehl will receive a monthly retirement benefit for fifteen years. Under the agreement, the monthly benefit to be received by Mr. Gehl is computed by multiplying the percentage by which benefits have vested by an amount equal to 60% of average monthly compensation computed by reference to the highest base salary and cash bonus earned for any five calendar years within the last ten completed calendar years of service preceding termination, less any amounts Mr. Gehl would be entitled to receive under the Retirement Plan or pursuant to Social Security. The agreement provides for a pre-retirement death benefit consisting of ten annual payments in the amount of 40% of the average annual compensation computed by reference to the five highest annual base salaries and cash bonuses earned within the last ten calendar years preceding the date of death. Benefits vest under the agreement at a rate of 10% per year for the first four years of service with the Company and are deemed to be fully vested after five years. Mr. Gehl is fully vested under his agreement. In the event of a "change of control" of the Company, the present value of the benefit is payable in a lump sum. The supplemental retirement benefit agreement also contains a covenant not to compete that covers Mr. Gehl for a two-year period following his termination of employment. Failure to comply with such provision will result in a forfeiture of benefits under the agreement. The Company has also entered into supplemental retirement benefit agreements under which Messrs. Moore, Hahn, Keyes and Mulcahy will receive a monthly retirement benefit for fifteen years. Under the agreements, the monthly benefit to be received by each of Messrs. Moore, Hahn, Keyes and Mulcahy is computed by multiplying a vesting percentage by the product of (i) the average monthly compensation computed by reference to the highest base salary and cash bonus earned by the executive for any five calendar years within the last ten completed calendar years of service preceding termination and (ii) 30%. The supplemental retirement benefit agreements provide for a pre-retirement death benefit consisting of five annual payments in the amount of 40% of the average annual salary computed by reference to the highest base salaries and cash bonuses earned during a consecutive five-year period preceding the date of death. Benefits vest under the supplemental retirement benefit agreement at a rate of 10% per year for the first four years following execution and are deemed to be fully vested after five years. In the event there is a "change in control" of the Company as defined in the supplemental retirement benefit agreement, benefits become 100% vested and the present value of each benefit is payable in a lump sum. As of December 31, 2002, Mr. Moore had 3.3 years of credited service, Mr. Keyes had 2.1 years of credited service and Messrs. Hahn and Mulcahy were fully vested under their respective supplemental retirement benefit agreements. The supplemental retirement benefit agreements also contain a covenant not to compete which covers Messrs. Moore, Hahn, Keyes and Mulcahy for a two-year period following termination of employment. Failure to comply with such provisions will result in a forfeiture of benefits under the agreements. Assuming full vesting, the estimated annual benefits payable to Messrs. Gehl, Moore, Hahn, Keyes and Mulcahy under the supplemental retirement benefit agreements based upon their current compensation would be $235,800 (less any amounts Mr. Gehl would be entitled to receive under the Retirement Plan or pursuant to Social Security), $88,044, $54,804, $46,296 and $37,440, respectively. EMPLOYMENT AGREEMENT The Company has an employment agreement with Mr. Gehl pursuant to which Mr. Gehl is to serve as the Chairman of the Board, President and Chief Executive Officer of the Company through June 13, 2004. During the term of his employment agreement, Mr. Gehl will be paid a minimum annual base salary of $350,000. The base salary paid to Mr. Gehl under his employment agreement is reviewed at 11 least annually by the Board or a committee thereof and may be increased or decreased at that time subject to the minimum base salary described above. Mr. Gehl's current base salary is $393,000. If, for any reason other than cause or Mr. Gehl's death or disability and other than in connection with a "change in control" of the Company (as defined in his agreement), the employment of Mr. Gehl is terminated before the term of employment has been completed, Mr. Gehl will be entitled to receive his base salary for one full year from the date of termination as well as the opportunity to continue to participate in the Company's employee benefit plans for such period. Pursuant to his agreement, in the event of a change in control of the Company, the term of Mr. Gehl's employment will automatically be extended to a date which is two years after the change in control. In addition, upon the change in control, Mr. Gehl's unvested stock options shall immediately vest, the amounts he has outstanding under his "bonus banks" under the Company's "Shareholder Value Added" plan will vest and become payable and any restrictions on any other benefits granted to Mr. Gehl shall terminate and those benefits shall become immediately exercisable or payable, as the case may be. If, during the two-year period following a change in control, the Company terminates Mr. Gehl's employment (other than for cause) or if Mr. Gehl terminates his employment for "good reason" (as defined in the employment agreement), including as a result of significant changes in his working conditions or status without his consent or after his continued employment for six months following the change in control, then Mr. Gehl will receive all accrued but unpaid benefits to the date of his termination plus a lump-sum termination payment equal to three times the sum of his current base salary and the highest bonus he earned during the preceding five years. Mr. Gehl's agreement also provides that he will receive family medical benefits for two years following such termination, outplacement services and other benefits. Mr. Gehl's employment agreement also provides the benefits described above in connection with certain terminations which are effected in anticipation of a change in control. The foregoing termination payment and other benefits may be reduced to the extent necessary to avoid an "excess parachute payment" under the Internal Revenue Code, but only if such reduction would result in a greater after-tax benefit to Mr. Gehl. Under the terms of his employment agreement, Mr. Gehl is also eligible to receive, among other benefits, an annual cash bonus and certain life insurance coverage. Under his employment agreement, Mr. Gehl is subject to a covenant not to compete following termination of his employment with the Company. SEVERANCE AGREEMENTS The Company has in effect severance agreements with each of Messrs. Moore, Hahn, Keyes and Mulcahy. Pursuant to the terms of their respective severance agreements, in the event of a "change in control" of the Company (as defined in the agreements), Messrs. Moore, Hahn, Keyes and Mulcahy will be granted two-year employment terms with the Company and will be entitled to such base salaries, bonus opportunities and other benefits substantially equivalent to those to which they were entitled immediately prior to the change in control. In addition, upon the change in control, their unvested stock options will automatically vest and the amounts they have outstanding under their respective "bonus banks" under the "Shareholder Value Added" plan will become payable immediately. If, during the two-year employment period following a change in control, the Company terminates the executive officer's employment (other than for cause) or if the officer terminates his employment for "good reason" (as defined in the severance agreements), including as a result of significant changes in the executive officer's working conditions or status without his consent, then the officer will receive all accrued but unpaid benefits to the date of termination, family medical benefits for two years after such termination, outplacement services as well as a lump-sum termination payment equal to two times the sum of his current base salary and the highest annual bonus he received in the preceding five years. The severance agreements also provide that the benefits described above may be payable in connection with certain terminations which are effected in anticipation of a change in control. In addition, the severance agreements provide that if the executive officer's employment is involuntarily terminated by the Company other than for cause or upon the officer's death or disability and other than in connection with a 12 change in control, the officer will be entitled to receive his base salary for one (1) full year from the date of termination as well as the opportunity to continue to participate in the Company's employee benefit plans for such period. The foregoing termination and other benefits may be reduced to the extent necessary to avoid an "excess parachute payment" under the Internal Revenue Code, but only if such reduction would result in a greater after-tax benefit to the executive officer. REPORT ON EXECUTIVE COMPENSATION This Report on Executive Compensation describes the policies employed generally by the Compensation and Benefits Committee for the development of the Company's executive compensation program and the application of these policies to executive compensation during fiscal 2002. The members of the Compensation and Benefits Committee during fiscal 2002 were Messrs. Babson (Chairman), Boldt, Splude and Viets. Function of the Compensation and Benefits Committee The Compensation and Benefits Committee is responsible for the various aspects of the Company's compensation program for its executive officers. The Committee develops the compensation program for the Company's executive officers, including the grant of equity awards under the Company's equity-based plans. Final approval of the Company's executive compensation package as recommended by the Compensation and Benefits Committee (other than the grant of equity awards under the Company's equity-based plans, which grants are at the sole discretion of the Committee) is the responsibility of the Board. During fiscal 2002, the Board adopted the recommendations of the Compensation and Benefits Committee without material modification. Executive Compensation and Stock Option Policies The basic policy of the Compensation and Benefits Committee is to provide a competitive compensation program for executive officers sufficient to attract and retain those executive officers considered crucial to the attainment of the Company's long-term strategic goals, including the enhancement of shareholder value. The compensation package for executive officers consists of base salary, opportunities for cash bonuses and equity-based awards, including stock options, and participation in other employee benefits plans offered by the Company. In determining salary levels for executive officers of the Company, the Compensation and Benefits Committee takes into consideration each individual's level of expertise and experience and his performance in his particular area of responsibility during the past fiscal year as well as the overall financial performance of the Company. In fixing salary levels, the Committee also considers data regarding salaries paid by companies similarly situated to the Company. Consistent with prior years, and although compensation data from outside sources were reviewed by the Committee, the Committee did not formally engage an outside compensation consultant in connection with establishing salary levels for the Company's executive offices for fiscal 2002. In addition to base salaries, the Company's compensation package includes an opportunity for key employees (including the executive officers) to earn cash bonuses. The Company has in effect a program for its officers and other key managers that awards incentive compensation based upon a calculation of "Shareholder Value Added," or SVA. The Company's SVA plan emphasizes economic value creation that occurs when a business generates a financial return that exceeds the total cost of capital employed. Specifically, the Company's plan defines SVA as the difference between (a) net operating profit after tax and (b) the charge for capital employed in the business. The Company's SVA plan is designed to reward those executive officers and key managers who use Company assets most 13 productively, reduce costs, and create efficiencies throughout the Company's organization. Under the Company's SVA plan, target bonuses calculated as a percent of salary are fixed by the Compensation and Benefits Committee. Awards paid to participants serving in an identified "value center" (e.g., a specific manufacturing facility) under the SVA plan are based 30% (as a minimum) on total Company performance with the remainder of the award based on the performance of the respective value center(s). Awards to participants with corporate responsibilities (including the Company's Chief Executive Officer) are based entirely on Company performance. Target SVA levels were initially established by the Compensation and Benefits Committee at the time the SVA plan was adopted and adjust automatically on an annual basis by a predetermined improvement factor. The Company's plan also incorporates a "bonus bank" into which bonuses in excess of a target bonus level are credited. Such bonus amounts are thereafter scheduled to be paid out over time, but remain "at risk" and subject to loss depending on future Company and value center performance as determined under the SVA plan. No bonuses were paid to the named executive officers for 2002 performance under the SVA plan. To provide an additional performance incentive for its executive officers and other key management personnel, the Company's executive compensation package includes stock option grants. Under the Company's 2000 Equity Incentive Plan, the Compensation and Benefits Committee also has the authority to grant, in addition to stock options, other equity-based awards, including stock appreciation rights, restricted stock and performance shares. To date, however, only stock options have been granted under the Company's equity-based plans. The general purpose of the Company's current equity-based plans is consistent with the basic policy of the Company's executive compensation program, which is designed to promote the achievement of the long-range strategic goals of the Company and to enhance shareholder value. Stock options granted by the Company have a per share exercise price of 100% of the fair market value of a share of Common Stock on the date of grant and, accordingly, the value of the option will be dependent on the future market value of the Common Stock. Consideration is given to the financial performance of the Company in determining whether in the first instance to grant stock options and in determining the size of any stock option award. In addition, consideration is given to the level of responsibility of the individual executive officer within the Company, the performance of such officer in his area of responsibility and the officer's salary grade in recommending the size of stock option awards. Although these factors are considered, no specific weight is assigned to one factor as compared to the others in making an option grant determination. Options relating to an aggregate of 103,000 shares of Common Stock (including an option for 30,000 shares granted to the Company's Chief Executive Officer) were awarded to the executive officers and other key management personnel in 2002. In addition to base salary, cash bonus opportunity and the potential for equity-based awards, all executive officers of the Company are eligible to participate in the various employee benefit plans offered to employees of the Company. The Company's policy with respect to these plans (including the Company's retirement plan, saving plan and life insurance program) is to provide competitive benefits to its employees, including executive officers, to encourage their continued service with the Company and to attract qualified individuals for available Company positions. During fiscal 2002, payments were also made to the named executive officers under retention agreements previously entered into by the Company. These retention agreements were provided to the named executive officers to encourage their continued employment with the Company during the Company's 2001 strategic review process. CEO Compensation During fiscal 2002, William D. Gehl, the Company's Chief Executive Officer, was paid a salary of $393,000. Mr. Gehl is party to an employment agreement with the Company described under the heading "Executive Compensation-Employment Agreement." Pursuant to Mr. Gehl's employment agreement, his base salary is subject to review on at least an annual basis and may be increased or decreased as determined to be appropriate, provided that Mr. Gehl's annual base salary may not be 14 decreased below $350,000. In fixing the base salary for Mr. Gehl for fiscal 2002, the Compensation and Benefits Committee considered the qualifications and experience Mr. Gehl brings to the Company and the Company's performance during his tenure with the Company as Chief Executive Officer, and also reviewed salaries paid by comparable companies. The Compensation and Benefits Committee believes that Mr. Gehl's base salary is within the average range for salaries paid to chief executive officers of companies similarly situated to the Company. For fiscal 2002 performance, Mr. Gehl did not receive a cash bonus under the Company's SVA plan. Based on the factors described above, Mr. Gehl received on December 20, 2002 an option to purchase 30,000 shares of Common Stock at an exercise price of $8.84 per share. Mr. Gehl also received in fiscal 2002 a one-time payment of $281,250 under his retention agreement. Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code, a tax deduction by certain corporate taxpayers, such as the Company, is limited with respect to the compensation of specified executive officers unless such compensation is based upon performance objectives meeting certain regulatory criteria or is otherwise excluded from the limitation. The Compensation and Benefits Committee intends to qualify compensation paid to the Company's executive officers for deductibility by the Company under Section 162(m). COMPENSATION AND BENEFITS COMMITTEE Nicholas C. Babson (Chairman) Thomas J. Boldt John W. Splude Hermann Viets 15 PERFORMANCE INFORMATION The following graph compares the cumulative total return (change in stock price plus reinvested dividends) of the Common Stock with the Standard & Poor's 500 Composite Index and the Standard & Poor's Small Cap Construction and Farm Machinery Index. The graph assumes $100 was invested on December 31, 1997 in each of the three alternatives, and that all dividends were reinvested. Comparison of Five Year Cumulative Market Performance Among S&P 500 Index, S&P Small Cap Construction and Farm Machinery Index, and the Company (Assumes $100 invested December 31, 1997 with dividends reinvested) [GRAPH OMITTED]
====================== ============ ============ ============ ============ ============ ============ December 31, December 31, December 31, December 31, December 31, December 31, 1997 1998 1999 2000 2001 2002 - ---------------------- ------------ ------------ ------------ ------------ ------------ ------------ S&P Composite 500 $100.00 $126.07 $153.32 $136.05 $118.31 $90.66 - ---------------------- ------------ ------------ ------------ ------------ ------------ ------------ S&P Small Cap Construction and Farm Machinery Index $100.00 $86.30 $109.47 $88.83 $27.82 $10.45 - ---------------------- ------------ ------------ ------------ ------------ ------------ ------------ Gehl $100.00 $73.21 $85.71 $65.48 $70.95 $41.52 ====================== ============ ============ ============ ============ ============ ============
16 AUDIT COMMITTEE REPORT The Audit Committee of the Board is composed of four directors and operates under a written charter approved by the Board. Each member of the Audit Committee is independent as such term is defined in the listing standards of the Nasdaq Stock Market. Management is responsible for the Company's financial statements and the reporting process, including the system of internal controls. The Company's independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States. The Audit Committee's responsibility is to monitor and oversee this process. In discharging its oversight responsibility relative to the audit process, the Audit Committee performed, among others, the following functions during fiscal year 2002: o Reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2002; o Discussed with the Company's independent auditors, PricewaterhouseCoopers LLP, the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees); and o Received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 and discussed with PricewaterhouseCoopers LLP its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. PricewaterhouseCoopers LLP provided to the Company, during fiscal year 2002 the following professional services, each of which was considered by the Audit Committee for its possible effect on the independence of PricewaterhouseCoopers LLP: o Audit Fees: $227,600 o Financial Information Systems Design and Implementation Fees: $0 o All Other Fees: $208,300 (related primarily to tax compliance, audits of the Company's employee benefit plans and statutory audit of a foreign subsidiary) AUDIT COMMITTEE John W. Splude (Chairman) Nicholas C. Babson Thomas J. Boldt John T. Byrnes 17 OTHER MATTERS INDEPENDENT AUDITORS The Audit Committee with the approval of the Board has appointed PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2003. PricewaterhouseCoopers LLP acted as the independent auditors for the Company for the year ended December 31, 2002. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire. Such representatives are also expected to be available to respond to appropriate questions. SHAREHOLDER PROPOSALS Proposals of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 ("Rule 14a-8") that are intended to be presented at the 2004 annual meeting of shareholders and included in the Company's proxy materials for that meeting must be received by the Company no later than November 10, 2003. Further, a shareholder who otherwise intends to present business at the 2004 annual meeting must comply with the requirements set forth in the Company's By-laws. To bring business before an annual meeting, a shareholder must, among other things, give written notice thereof, complying with the By-laws, to the Secretary of the Company not less than 60 days and not more than 90 days prior to the last Thursday in the month of April, subject to certain exceptions if the annual meeting is advanced or delayed a certain number of days. The 2004 annual meeting of shareholders is tentatively scheduled to be held on April 22, 2004. Under the By-laws, if the Company does not receive notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., a proposal a shareholder intends to present at the 2004 annual meeting of shareholders but does not intend to have included in the Company's proxy materials) on or prior to February 22, 2004 (assuming an April 22, 2004 meeting date), then the notice will be considered untimely and the Company will not be required to present such proposal at the 2004 annual meeting. If the Board nonetheless chooses to present such proposal at the 2004 annual meeting, then the persons named in proxies solicited by the Board for the 2004 annual meeting may exercise discretionary voting power with respect to such proposal. COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's directors, officers and any beneficial owner of greater than 10% of the Company's Common Stock to file reports with the Securities and Exchange Commission regarding their ownership of Common Stock and any changes in such ownership. Based upon the Company's review of copies of these reports and certifications given to the Company by such persons, the Company believes that during 2002 the directors, officers and owners of greater than 10% of the Common Stock have complied with the Section 16(a) filing requirements, except as described below. Due to an administrative oversight, Mr. Gehl was one day late in reporting the grant of a stock option in December, 2002. Neuson AG, a greater than 10% shareholder of the Company, failed to report on a timely basis thirteen transactions in the Company stock. Neuson has subsequently made filings to report these transactions. CERTAIN TRANSACTIONS The Company has an agreement with Neuson AG ("Neuson"), which owns more than 10% of the Common Stock, pursuant to which Gehl distributes excavators and all-wheel-steer loaders manufactured by Neuson and its affiliates under the Company's "Gehl" and "Mustang" brand names in North and South America. Pursuant to that agreement, the Company purchased in 2002 excavators and all-wheel-steer loaders with aggregate purchase prices of approximately $5.9 million and $2.0 million, respectively. The Company intends to continue to purchase excavators and all-wheel-steer loaders in the future. The terms of the distributor agreement with Neuson and the related purchases were negotiated between the 18 Company and Neuson on an arms-length basis in 1999. Kurt Helletzgruber, a director of the Company, is an Executive Vice President of Neuson. SOLICITATION OF PROXIES Proxies may be solicited by mail, advertisement, telephone or other methods and in person. Solicitations may be made by directors, officers, investor relations personnel and other employees of the Company, none of whom will receive additional compensation for such solicitations. All expenses of solicitation of proxies will be borne by the Company. DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS Pursuant to the rules of the Securities and Exchange Commission, services that deliver the Company's communications to shareholders that hold their stock through a bank, broker or other holder of record may deliver to multiple shareholders sharing the same address a single copy of the Company's annual report to shareholders and this proxy statement. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report to shareholders and/or this proxy statement to any shareholder at a shared address to which a single copy of each document was delivered. Shareholders may notify the Company of their requests by calling or by sending a written request addressed to Gehl Company, Attention: Secretary, 143 Water Street, West Bend, Wisconsin 53095. ANNUAL REPORT ON FORM 10-K THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR ITS 2002 FISCAL YEAR (INCLUDING FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES, BUT NOT INCLUDING EXHIBITS THERETO), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, TO EACH PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF COMMON STOCK AS OF THE RECORD DATE FOR THE ANNUAL MEETING. A WRITTEN REQUEST FOR A FORM 10-K SHOULD BE ADDRESSED TO GEHL COMPANY, ATTENTION: SECRETARY, 143 WATER STREET, WEST BEND, WISCONSIN 53095. By Order of the Board of Directors GEHL COMPANY /s/ Michael J. Mulcahy Michael J. Mulcahy Secretary March 10, 2003 19 PROXY GEHL COMPANY This Proxy is Solicited on Behalf of the Board of Directors Proxy for 2003 Annual Meeting of Shareholders to be held April 25, 2003 The undersigned hereby appoints William D. Gehl and Michael J. Mulcahy, or either of them (with full power of substitution in each of them), as Proxies, and hereby authorizes them to represent and to vote as designated below all of the shares of Common Stock of Gehl Company held as of record by the undersigned on February 24, 2003, at the annual meeting of shareholders to be held on April 25, 2003, or any adjournments or postponements thereof. This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted "FOR" the election of the Board's nominees. The undersigned hereby revokes any other proxy heretofore executed by the undersigned for the meeting and acknowledges receipt of notice of the annual meeting and the proxy statement. (Continued and to be signed on the reverse side) ANNUAL MEETING OF SHAREHOLDERS OF GEHL COMPANY April 25, 2003 -------------------- ----------------------- Please date, sign and mail your COMPANY NUMBER proxy card in the envelope -------------------- ----------------------- provided as soon as possible. ACCOUNT NUMBER -------------------- ----------------------- \/ Please detach and mail in the envelope provided. \/ - -------------------------------------------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] - --------------------------------------------------- ------------------------- 1. The three (3) directors up for election In their discretion, the are: proxies are authorized to NOMINEES vote upon such other business as may properly [ ] FOR ALL NOMINEES O John T. Byrnes come before the meeting. O Richard J. Fotsch [ ] WITHHOLD AUTHORITY O Dr. Hermann Viets FOR ALL NOMINEES [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: o - --------------------------------------------------- - --------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] - --------------------------------------------------- -------------------------- Signature of______________ Date:_______ Signature of______________ Date:_______ Shareholder Shareholder Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. -----END PRIVACY-ENHANCED MESSAGE-----