-----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, OW/vvhcmNZuDBGZPZZwkgNh2LMhDNkICgfI0wSiuGOyLuHXlaJI+uvJHJot2WogH ZVQb0383nC6MkD7L4x2I1A== 0000950131-01-500517.txt : 20010410 0000950131-01-500517.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950131-01-500517 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010509 FILED AS OF DATE: 20010403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-11846 FILM NUMBER: 1592788 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 DEF 14A 1 ddef14a.txt DEFINITIVE N&P SCHEDULE 14A 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 (S) 240.14a-11(c) or (S) 240.14a-12 AptarGroup, Inc. - -------------------------------------------------------------------------------- (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: ------------------------------------------------------------------------- Notes: 475 West Terra Cotta Avenue, [Aptar Group Logo] Suite E Crystal Lake, Illinois 60014 815-477-0424 April 6, 2001 Dear Stockholder, It is my pleasure to invite you to attend our annual meeting of stockholders on Wednesday, May 9, 2001. At the meeting, we will review Aptar's performance for fiscal year 2000 and our outlook for the future. A notice of the annual meeting and proxy statement are attached. You will also find enclosed your proxy voting card. The vote of each stockholder is important to us. Whether or not you expect to attend the annual meeting, I urge you to complete and return the enclosed proxy card as soon as possible in the accompanying postage-paid envelope, or alternatively, vote by telephone or by the internet. I look forward to seeing you on May 9th and addressing your questions and comments. Sincerely, /s/ Carl A. Siebel Carl A. Siebel President and Chief Executive Officer 475 West Terra Cotta Avenue, [Aptar Group Logo] Suite E Crystal Lake, Illinois 60014 815-477-0424 April 6, 2001 NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS The annual meeting of stockholders of AptarGroup, Inc. will be held on Wednesday, May 9, 2001 at 9:00 a.m., at the offices of Sidley & Austin, Bank One Plaza, 10 South Dearborn Street, 55th Floor, Chicago, Illinois, 60603 to consider and take action on the following: 1. Election of three directors to terms of office expiring at the annual meeting in 2004; and 2. Transaction of any other business that is properly raised at the meeting. Your Board of Directors recommends a vote FOR the election of the three director nominees. Stockholders owning our common stock as of the close of business on March 15, 2001 are entitled to vote at the annual meeting. Each stockholder has one vote per share. Whether or not you plan to attend the annual meeting, we urge you to vote your shares by using the toll free telephone number, the internet or by completing and mailing the enclosed proxy card. By Order of the Board of Directors, /s/ Stephen J. Hagge Stephen J. Hagge Secretary i TABLE OF CONTENTS_______________________________________________________________ Annual Meeting Information Who is entitled to vote?.................................................. 1 What am I voting on?...................................................... 1 How does the Board of Directors recommend I vote on the proposal?......... 1 How do I vote?............................................................ 2 What is a quorum?......................................................... 2 How are shares in a 401(k) plan voted?.................................... 2 How are shares held in a broker account voted?............................ 3 How many votes are required to elect each director?....................... 3 Who will count the votes?................................................. 3 How much does this proxy cost?............................................ 3 Proposal -- Election of Directors .......................................... 4 Nominees for Election..................................................... 4 Directors Whose Present Terms Continue.................................... 5 Board Committees and Meeting Attendance................................... 6 Board Compensation........................................................ 7 Security Ownership of Certain Beneficial Owners and Management.............. 9 Compensation Committee Report on Executive Compensation..................... 11 Executive Compensation...................................................... 13 Summary Compensation Table................................................ 13 Option Grants............................................................. 14 Aggregated Option Exercises and Option Values at Year-End................. 15 Employment Agreements..................................................... 15 Pension Plan.............................................................. 17 Performance Graph........................................................... 18 Certain Transactions........................................................ 19 Section 16(a) Beneficial Ownership Reporting Compliance..................... 19 Audit Committee Report...................................................... 19 Annual Report............................................................... 20 Stockholder Proposals....................................................... 20 Other Matters............................................................... 20 Appendix A.................................................................. A-1
ii [LOGO] AptarGroup 475 West Terra Cotta Ave, Suite E Crystal Lake, Illinois 60014 - -------------------------------------------------------------------------------- PROXY STATEMENT - -------------------------------------------------------------------------------- ANNUAL MEETING INFORMATION _____________________________________________________ This proxy statement contains information related to the annual meeting of stockholders of AptarGroup, Inc. to be held on Wednesday, May 9, 2001, beginning at 9:00 a.m., at the offices of Sidley & Austin, One First National Plaza, 55th Floor Conference Room, Chicago, Illinois, and at any postponements or adjournments of the meeting. The proxy statement was prepared under the direction of AptarGroup's Board of Directors to solicit your proxy for use at the annual meeting. It will be mailed to stockholders on or about April 6, 2001. Who is entitled to vote? _______________________________________________________ Stockholders owning our common stock at the close of business on March 15, 2001 are entitled to vote at the annual meeting, or any postponement or adjournment of the meeting. Each stockholder has one vote per share on all matters to be voted on at the meeting. On March 15, 2001, there were 35,705,893 shares of common stock outstanding. What am I voting on? ___________________________________________________________ You are asked to vote on the election of three nominees to serve on our Board of Directors. The Board of Directors knows of no other business that will be presented at the meeting. If other matters properly come before the annual meeting, the persons named as proxies will vote on them in accordance with their best judgment. How does the Board of Directors recommend I vote on the proposal? ______________ The Board recommends a vote FOR the election of the three director nominees. Unless you give other instructions when voting your proxy, the persons named as proxies will vote in accordance with the recommendation of the Board. 1 How do I vote? ________________________________________________________________ You can vote your proxy in any of the following ways: . By Mail: Sign, date and complete the enclosed proxy card and return it in the prepaid envelope. . By Telephone: You can vote by touch tone telephone by following the instructions on your proxy card. . By Internet: You can vote by internet by following the instructions on your proxy card. When voting to elect directors, you have three options: . Vote for all three nominees . Vote for only some of the nominees . Withhold authority to vote for all or some nominees If you return your proxy with no votes marked, your shares will be voted as follows: . FOR the election of all three nominees for director You can revoke your proxy at any time before it is exercised by one of the following methods: . Writing to AptarGroup's Corporate Secretary . Submitting another signed proxy card with a later date . Voting in person at the annual meeting . Entering a new vote by telephone or the internet What is a quorum? _____________________________________________________________ A "quorum" is the presence at the meeting, in person or by proxy, of the holders of a majority of the outstanding shares of AptarGroup's common stock on March 15, 2001. There must be a quorum for the meeting to be held. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting. How are shares in a 401(k) plan voted? ________________________________________ If you hold shares of AptarGroup through your 401(k) plan, you will be instructing the trustee how to vote your shares by completing and returning your proxy card, voting by phone or by the internet. If you do not return your proxy card, or if you return it with unclear voting instructions, or if you do not vote by phone or the internet, the trustee will vote the shares in your 401(k) account in the same proportion as the 401(k) shares for which voting instructions are received. 2 How are shares held in a broker account voted? _________________________________ If you own shares through a broker, you should be contacted by your broker regarding a proxy card and whether telephone or internet voting options are available. If you do not instruct your broker on how to vote your shares, your broker, as the registered holder of your shares, may represent your shares at the annual meeting for purposes of determining a quorum, and may vote your shares on some or all proposals. Any unvoted shares, called "broker non-votes", will not affect the outcome of the matter put to a vote. How many votes are required to elect each director? ____________________________ The three persons receiving the greatest number of votes will be elected to serve as directors. As a result, withholding authority to vote for a director nominee and non-votes with respect to the election of directors will not affect the outcome of the election. Who will count the votes? ______________________________________________________ Our transfer agent Mellon Investor Services, L.L.C. will count the votes. How much does this proxy cost? _________________________________________________ We have engaged Mellon Investor Services, L.L.C. to solicit proxies for our annual meeting for a fee of $4,500. We also reimburse banks, brokerage firms and other institutions, nominees, custodians and fiduciaries for their reasonable expenses for sending proxy materials to beneficial owners and obtaining their voting instructions. Certain directors, officers and employees of AptarGroup and its subsidiaries may solicit proxies personally or by telephone or facsimile without additional compensation. -------------------------------------------------- Following is the proposal to be voted on at this year's annual meeting. -------------------------------------------------- 3 - -------------------------------------------------------------------------------- PROPOSAL -- ELECTION OF DIRECTORS - -------------------------------------------------------------------------------- The Board of Directors is comprised of nine members divided into three classes, with one class of directors elected each year for a three-year term. The terms of Robert L. Barrows, Alfred J. Pilz and Carl A. Siebel expire at the 2001 annual meeting. In order to devote more time to personal interests, Messrs. Barrows and Pilz are not standing for re-election. Their guidance and counsel have been appreciated and will be missed. If any of the director nominees is unable or fails to stand for election, the persons named in the proxy presently intend to vote for a substitute nominee nominated by the Nominating Committee of the Board of Directors. The following sets forth information as to each nominee for election at this meeting and each director continuing in office. NOMINEES FOR ELECTION AT THIS MEETING TO TERMS EXPIRING IN 2004 ________________
Director Name Since Age Principal Occupation and Directorships ---- -------- --- -------------------------------------- Alain Chevassus -- 56 Mr. Chevassus has been President of COSFIBEL (flexible plastic packaging) since 2000. From 1977 to 1999, Mr. Chevassus was President and Chief Executive Officer of Techpack International (a cosmetic packaging division of Pechiney S.A.). Stephen J. Hagge -- 49 Mr. Hagge has been Executive Vice President, Chief Financial Officer and Secretary of AptarGroup since 1993. From 1993 to 2000, Mr. Hagge was also Treasurer of AptarGroup. Carl A. Siebel 1993 66 Mr. Siebel has been President and Chief Executive Officer of AptarGroup since 1995. From 1993 through 1995, he was President and Chief Operating Officer of AptarGroup.
The Board of Directors recommends a vote FOR each of the nominees for Director. 4 DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2002 ______________________________
Director Name Since Age Principal Occupation and Directorships - ---- -------- --- -------------------------------------- King W. Harris 1993 57 Mr. Harris has been Chairman of the Board since 1996. Since 2000, Mr. Harris has been Chairman of Harris Holdings, Inc. (investments). From 1987 to 2000, Mr. Harris was President and Chief Executive Officer of Pittway Corporation (now the Security and Fire Solutions Group of Honeywell International, Inc. ("Honeywell")). Mr. Harris is Vice-Chairman and a director of Penton Media, Inc. (a business-to- business trade show operator and media company). Peter H. Pfeiffer 1993 52 Mr. Pfeiffer has been Vice Chairman of the Board since 1993. Dr. Joanne C. Smith 1999 40 Dr. Smith has served as Senior Vice President and Chief Operating Officer of the Corporate Partnership Division of the Rehabilitation Institute of Chicago since 1997. She has been a physician at the Rehabilitation Institute since 1992 and served as its Director of Business Development from 1994 to 1997. DIRECTORS WHOSE PRESENT TERMS CONTINUE UNTIL 2003 ______________________________ Director Name Since Age Principal Occupation and Directorships - ---- -------- --- -------------------------------------- Ralph Gruska 1993 69 Mr. Gruska is retired. From 1989 to 1991, Mr. Gruska served as Chairman and Chief Executive Officer of the Cosmetics Packaging and Dispensers Division of Cope Allman Packaging plc (a United Kingdom packaging company). Leo A. Guthart 1993 63 Mr. Guthart has been Chairman of the Security and Fire Solutions Group of Honeywell, and Managing Member of the General Partners of Topspin Partners L.P. (venture capital investing) since 2000. For more than five years prior to 2000, Mr. Guthart was Chairman and Chief Executive Officer of Ademco Security Group (now part of Honeywell). Mr. Guthart is a director of the Acorn Investment Trust (an investment trustee) and Symbol Technologies, Inc. (bar code scanners and wireless equipment), and Chairman of the Board and a director of Cylink Corporation (a data encryption and wireless product manufacturer). Prof. Dr. Robert 2000 61 For more than the past five years, Prof. Dr. Hacker W. Hacker has served as the Chief of Cardiac Surgery at Herz- und Gefaessklinik (Heart and Vessel Clinic), Bad Neustadt, Germany.
Alfred J. Pilz and Peter H. Pfeiffer are brothers-in-law. 5 BOARD COMMITTEES AND MEETING ATTENDANCE ________________________________________ The Board met 7 times in 2000. No director attended fewer than 75% of the aggregate number of meetings of the Board of Directors and the committees on which each director served. The Board of Directors has four active committees: the Executive, Audit, Compensation and Nominating Committees. Committees report their actions to the full Board at its next regular meeting. An affirmative vote of at least 70% of the Board is required to change the size, membership or powers of these committees, to fill vacancies in them, or to dissolve them. A description of the duties of each committee follows the table below. COMMITTEE MEMBERSHIP AND MEETINGS HELD - ----------------------------------------------------------------------------
Name Executive Audit Compensation Nominating - ---------------------------------------------------------------------------- R. L. Barrows X - ---------------------------------------------------------------------------- R. Gruska X X - ---------------------------------------------------------------------------- L. A. Guthart X* X* - ---------------------------------------------------------------------------- R. W. Hacker - ---------------------------------------------------------------------------- K. W. Harris X* X - ---------------------------------------------------------------------------- P. H. Pfeiffer X X - ---------------------------------------------------------------------------- A. J. Pilz - ---------------------------------------------------------------------------- C. A. Siebel X - ---------------------------------------------------------------------------- J. C. Smith X - ---------------------------------------------------------------------------- Number of Meetings in Fiscal 2000 4 4 3 2
X* Chairperson Executive Committee ____________________________________________________________ . May exercise certain powers of the Board, when the Board is not in session, in the management of the business and affairs of AptarGroup. Audit Committee ________________________________________________________________ . Provides oversight regarding accounting, auditing and financial reporting practices of AptarGroup. . Considers annually the qualifications of our independent auditors and the scope of their audit and makes recommendations to the Board as to their appointment. . Retains other responsibilities as outlined in the Audit Committee Charter that is included as Appendix A to this Proxy Statement. 6 Compensation Committee _________________________________________________________ . Establishes executive compensation policies and programs. . Recommends to the Board base salaries and target bonus levels for officers of the company. . Approves awards and grants to be made in accordance with long-term compensation plans. Nominating Committee ___________________________________________________________ . Reviews the qualifications of persons eligible to stand for election as directors and makes recommendations to the Board on this matter. . Considers as nominees for director, qualified persons recommended by directors, management and stockholders. BOARD COMPENSATION _____________________________________________________________ Employees of AptarGroup do not receive any additional compensation for serving as members of the Board or any of its committees. Compensation of non- employee directors consists of the following: . an annual retainer of $10,000, payable $2,500 per quarter . a fee of $5,000 for each Board meeting attended in person and $1,000 for any teleconference Board meeting . a fee of $1,000 for each committee meeting attended in person (other than a committee meeting held on the same day as a Board meeting) and $250 for each phone meeting of a committee . an annual retainer of $2,000 for the Chairperson of the Audit Committee . an annual fee of $100,000 is paid to the Chairman of the Board, who is not an executive of AptarGroup, in lieu of the annual retainer and any meeting fees Each director is reimbursed for out-of-pocket expenses incurred in attending Board and committee meetings. Pursuant to the 1996 Director Stock Option Plan, on May 19, 1997 each non- employee director was granted a nonqualified option to purchase 8,000 shares of Common Stock at a purchase price of $20.875 per share. These options became exercisable as to 2,000 shares on November 19, 1997 and an additional 2,000 shares became exercisable on each anniversary of the date of the annual meeting of stockholders. On May 18, 1998, Mr. Barrows was granted a nonqualified option to purchase 6,000 shares of Common Stock at a purchase price of $32.375. This option became exercisable as to 2,000 shares on November 18, 1998 and an additional 2,000 shares became exercisable on each anniversary of the date of the annual meeting of stockholders. On May 14, 1999, Dr. Smith was granted a nonqualified option to purchase 4,000 shares of Common Stock at a purchase price of $29.50. This option became exercisable as to 2,000 shares on November 14, 1999 and an additional 2,000 shares became exercisable on the anniversary of the date of the annual meeting of stockholders. On May 15, 2000, Prof. Dr. Hacker was granted a nonqualified option to purchase 2,000 shares of Common Stock 7 at a purchase price of $27.38. This option became exercisable on November 15, 2000. A non-employee director is only eligible for one grant under this Plan. Pursuant to the 2000 Director Stock Option Plan, which succeeds the 1996 Director Stock Option Plan, on the third trading date following the date of the 2001 annual meeting, each non-employee director will be granted a non-qualified option to purchase 8,000 shares of Common Stock at a purchase price equal to the fair market value of the Common Stock on the date of grant. Each option will become exercisable as to 2,000 shares on the date which is six months after the date of grant and an additional 2,000 shares will become exercisable on the earlier of each anniversary of the date of grant or date of the annual meeting of stockholders. Under the 2000 Director Stock Option Plan, a non- employee director is only eligible for one grant under the Plan. 8 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table contains information with respect to the beneficial ownership of Common Stock, as of March 15, 2001, by (a) the persons known by AptarGroup to be the beneficial owners of more than 5% of the outstanding shares of Common Stock, (b) each director or director nominee of AptarGroup, (c) each of the executive officers of AptarGroup named in the Summary Compensation Table below, and (d) all directors, director nominees and executive officers of AptarGroup as a group. Except where otherwise indicated, the mailing address of each of the stockholders named in the table is: c/o AptarGroup, Inc., 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------------------------
Shares Owned Options -------------------- Exercisable Number of Percentage Within 60 Days of Name Shares(1) (2) March 15, 2001 - ------------------------------------------------------------------------------- Neuberger & Berman LLC(3) 3,414,334 9.6 -- 605 Third Ave., New York, NY 10158 - ------------------------------------------------------------------------------- State Farm Mutual Automobile Insurance Co.(4) 2,521,568 7.1 -- One State Farm Plaza, Bloomington, IL 61710 - ------------------------------------------------------------------------------- Robert L. Barrows 80,822 * 6,000 - ------------------------------------------------------------------------------- Alain Chevassus 5,250 * -- - ------------------------------------------------------------------------------- Ralph Gruska 10,000 * 8,000 - ------------------------------------------------------------------------------- Leo A. Guthart(5) 92,074 * 10,000 - ------------------------------------------------------------------------------- Prof. Dr. Robert W. Hacker -- -- -- - ------------------------------------------------------------------------------- Stephen J. Hagge(6) 124,341 * 109,753 - ------------------------------------------------------------------------------- King W. Harris(7) 808,020 2.3 16,000 - ------------------------------------------------------------------------------- Emil D. Meshberg 135,646 * 19,000 - ------------------------------------------------------------------------------- Peter H. Pfeiffer 738,072 2.1 206,954 - ------------------------------------------------------------------------------- Alfred J. Pilz(8) 436,000 1.2 2,000 - ------------------------------------------------------------------------------- Eric S. Ruskoski 99,569 * 77,667 - ------------------------------------------------------------------------------- Carl A. Siebel(9) 403,681 1.1 332,725 - ------------------------------------------------------------------------------- Dr. Joanne C. Smith(10) 4,870 * 4,000 - ------------------------------------------------------------------------------- All Directors, Director Nominees and Executive Officers as a Group (22 persons)(11) 3,380,053 9.2 1,200,031
* Less than one percent. (1) Except as otherwise indicated below, beneficial ownership means the sole power to vote and dispose of shares. Number of shares includes options exercisable within 60 days of March 15, 2001. (2) Based on 35,705,893 shares of Common Stock outstanding as of March 15, 2001 plus respective options exercisable within 60 days of that date. 9 (3) The information as to Neuberger & Berman LLC and related entities ("Neuberger & Berman") is derived from a statement on Schedule 13G with respect to the Common Stock, filed with the Securities and Exchange Commission (the "Commission") pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Such statement discloses that Neuberger & Berman has the sole power to vote 1,343,234 shares, shares power to vote 2,060,800 shares and shares power to dispose of 3,414,334 shares. (4) The information as to State Farm Mutual Automobile Insurance Company and related entities ("State Farm") is derived from a statement on Schedule 13G with respect to the Common Stock, filed with the Commission pursuant to Section 13(d) of the Exchange Act. Such statement discloses that State Farm has the sole power to vote and dispose of 2,516,132 shares and shares power to vote and dispose of 5,436 shares. (5) Mr. Guthart shares the power to vote and dispose of 37,878 shares. (6) Mr. Hagge shares the power to vote and dispose of 4,194 shares. (7) Mr. Harris shares the power to vote and dispose of 566,714 shares. (8) Mr. Pilz shares the power to vote 420,000 shares. (9) Mr. Siebel shares the power to vote and dispose of 68,114 shares. (10) Dr. Smith shares the power to vote and dispose of 700 shares. (11) Includes 1,097,600 shares as to which voting power is shared other than with directors and executive officers of AptarGroup. 10 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION ________________________ Compensation Policy ____________________________________________________________ The compensation policy is designed to support AptarGroup's overall objective of increasing stockholder value by: . Attracting, motivating and retaining key executives who are critical to the long-term success of AptarGroup. . Awarding short-term incentives based upon respective unit performance and overall Company performance. . Aligning executive and stockholder interests through a stock-based long- term incentive program which will reward executives for increased stockholder value. The Compensation Committee's general policy is to qualify long-term incentive compensation of U.S. based executive officers for deductibility under Section 162(m) of the Internal Revenue Code. The total compensation program consists of three components: Base Salary ____________________________________________________________________ The salary ranges of executive officers are established in relation to competitive market data provided by outside executive compensation consultants and review of proxy statements of similar publicly-held companies in the packaging industry. Comparisons are made to positions with similar job responsibilities, positions in companies of comparable sales volume, and positions in similar companies in the same industry as AptarGroup. Four of the companies used in establishing salary ranges are included in the Value Line Packaging and Container Industry Group used in the performance graph below. Generally, salaries are established at approximately the 50th to 75th percentile of an executive's salary range. Salary ranges and salaries are reviewed annually. Generally, management performance and accomplishment of goals and objectives are weighted most important in determining base salary increases. Short-term Incentives __________________________________________________________ Executives are eligible for annual bonuses based upon: . Profit growth . Return on capital . Achievement of other goals and objectives . General management performance Generally, profit growth and return on capital are weighted most important in determining annual cash bonuses. For 2000, no set bonus formula was used for Messrs. Siebel, Pfeiffer and Hagge. Long-term Incentives ___________________________________________________________ Executives are eligible for awards of stock options and other awards under AptarGroup's Stock Awards Plans. The awards to executives are made to provide an incentive for future performance to 11 increase stockholder value. The members of the Compensation Committee administer this Plan. In 2000, the total amount of options granted was approximately 1.5% of the total stock outstanding. As reflected in the table of option grants, stock options were granted on January 26, 2000 to all of the named executive officers. Awards were determined in relation to the individual's position and responsibility. The exercise price of the options equaled the market price of AptarGroup's Common Stock on the date of the grants. Chief Executive Officer Compensation ___________________________________________ Mr. Siebel's salary was increased approximately 9% to $600,000 on January 1, 2000, as compensation for Mr. Siebel's performance. The Committee set the CEO's compensation slightly above the 50th percentile of the comparable salary range. His 2000 bonus of $353,600, including $81,600 of restricted stock, was established based upon AptarGroup's performance in 2000 compared to 1999. During 2000, Mr. Siebel was awarded an option to purchase 56,000 shares of Common Stock. COMPENSATION COMMITTEE Leo Guthart, Chairman Robert Barrows Ralph Gruska 12 EXECUTIVE COMPENSATION _________________________________________________________ Summary Compensation Table _____________________________________________________ The following table sets forth compensation information for the President and Chief Executive Officer and AptarGroup's four other most highly compensated executive officers serving at the end of 2000 (the "named executive officers"). SUMMARY COMPENSATION TABLE - -------------------------------------------------------------------------------
Annual Long Term Compensation Compensation Awards ----------------- ------------------------ Securities Name and Underlying Principal Cash Restricted Options/ All Other Position Year Salary Bonus Stock(1) SARs Compensation - ------------------------------------------------------------------------------- Carl A. Siebel 2000 $600,000 $272,000 $ 81,600(2) 56,000 $ -- President and 1999 550,000 162,500 195,000 60,000 1,389 Chief Executive 1998 500,000 300,000 -- 60,000 2,537 Officer - ------------------------------------------------------------------------------- Peter H. 2000 400,000 255,000 -- 44,000 -- Pfeiffer Vice Chairman 1999 365,000 240,000 -- 47,000 -- of the Board 1998 325,000 225,000 -- 47,000 -- - ------------------------------------------------------------------------------- Stephen J. 2000 300,000 180,000 60,000(2) 20,000 9,344(3) Hagge Executive 1999 275,000 165,000 60,000 21,000 8,891 Vice President, 1998 250,000 200,000 -- 21,000 8,891 Chief Financial Officer and Secretary - ------------------------------------------------------------------------------- Emil D. 2000 312,000 93,600 -- 17,000 16,225(4) Meshberg Vice 1999 258,750 75,000 90,000 20,000 11,500 President, Chief 1998 -- -- -- -- -- Executive Officer of EMSAR, Inc. - ------------------------------------------------------------------------------- Eric S. 2000 265,000 44,900 35,160(2) 17,000 8,567(5) Ruskoski President of 1999 250,000 57,500 48,000 18,000 8,239 Seaquist Closures 1998 240,000 117,600 -- 18,000 8,239 L.L.C.
(1) The number and value of restricted shares held by the named executives as of December 31, 2000, respectively, are as follows: Carl A. Siebel--8,525 / $250,422 Stephen J. Hagge--2,623 / $77,051 Emil Meshberg--3,934 / $115,561 Eric S. Ruskoski--2,098 / $61,629 13 The restricted shares were valued using the closing share price on the New York Stock Exchange of $29.375 on December 29, 2000. All of the shares of restricted stock vest ratably over three years from the date of grant and dividends are paid on vested shares only. (2) Restricted stock values are based upon the issuance of 2,785 shares, 2,048 shares and 1,200 shares to Messrs. Siebel, Hagge and Ruskoski, respectively, and the closing share price on the New York Stock Exchange of $29.30 on February 16, 2001. These shares of restricted stock were issued at the election of the named executive in lieu of a portion of their 2000 annual bonus. All of the shares of restricted stock vest ratably over three years from the date of grant and dividends are paid on vested shares only. (3) Consists of $5,100 for Company matching contributions to the AptarGroup, Inc. Profit Sharing and Savings Plan, $3,207 for Company-provided supplemental disability insurance and $1,037 for Company-provided term life insurance. (4) Consists of $4,625 for Company matching contributions to the AptarGroup, Inc. Profit Sharing and Savings Plan, $11,284 for Company-provided split dollar term life insurance and $316 for Company-provided term life insurance. (5) Consists of $5,100 for Company matching contributions to the AptarGroup, Inc. Profit Sharing and Savings Plan, $3,151 for Company-provided supplemental disability insurance and $316 for Company-provided term life insurance. Option Grants __________________________________________________________________ The following table shows all grants in 2000 of stock options to the named executive officers. The exercise price of all such options was the fair market value on the date of grant. No SARs were granted in 2000.
Individual Grants (1) (2) ------------------------------------------------------------------ Potential Realizable Value as Assumed Annual Rates of Securities % of Total Stock Price Underlying Options Appreciation for Options Granted to Per Share Option Term Granted Employees Exercise or Expiration --------------------- Name (#) in 2000 Base Price Date 5% 10% - --------------------------------------------------------------------------------------- Carl A. Siebel 56,000 10.5 $22.75 1/26/10 $ 801,192 $ 2,030,448 Peter H. Pfeiffer 44,000 8.2 22.75 1/26/10 629,508 1,595,352 Stephen J. Hagge 20,000 3.7 22.75 1/26/10 286,140 725,160 Emil D. Meshberg 17,000 3.2 22.75 1/26/10 243,219 616,386 Eric S. Ruskoski 17,000 3.2 22.75 1/26/10 243,219 616,386
(1) All options become exercisable in equal one-third annual increments beginning one year from the grant date. (2) All options listed in the table expire ten years after their date of grant. Based on 36,146,910 shares of Common Stock outstanding on January 26, 2000, the closing price per share of Common Stock of $22.75 on January 26, 2000 and a ten-year period, the potential realizable 14 value to all stockholders at 5% and 10% assumed annual rates of stock appreciation would be approximately $517,154,000 and $1,310,615,000, respectively. Aggregated Option Exercises and Option Values at Year-End _____________________ The following table provides information as to options exercised and the value of options held by the named executive officers at year-end measured in terms of the closing price of the Common Stock on December 31, 2000. AptarGroup has not granted any SARs.
Number of Securities Value of Unexercised Shares Underlying Options In-the-Money Options Acquired at December 31, 2000(#) at December 31, 2000($) on Value ----------------------- ----------------------- Exercise Realized Not Not Name (#) ($) Exercisable Exercisable Exercisable Exercisable - ------------------------------------------------------------------------------------- Carl A. Siebel -- -- 274,058 116,000 $3,691,703 $547,875 Peter H. Pfeiffer -- -- 160,954 91,000 1,802,289 430,053 Stephen J. Hagge -- -- 99,086 41,000 1,336,501 194,406 Emil D. Meshberg -- -- 6,667 30,333 24,585 161,790 Eric R. Ruskoski -- -- 60,000 35,000 625,875 165,688
Employment Agreements _________________________________________________________ Mr. Siebel's employment agreement provides for employment through December 31, 2001 at a minimum salary of $600,000 and provides for a payment of three months' salary to his survivors in the event of his death while employed. The agreement provides for an automatic extension for a period of one year, unless it is terminated by AptarGroup or Mr. Siebel by written notice seven months before the end of the then current contract period. A separate pension agreement provides Mr. Siebel with an annual pension compensation, subject to cost of living adjustments, of 60% of his 2000 salary for life, and in the event of his death, provides his surviving widow with annual payments of 60% of his then pension for life. Mr. Siebel began receiving benefits from this pension in February 2000, and pension benefits for the year 2000, which are denominated in Deutsche Marks, are equivalent to approximately $314,000. Benefits are not subject to reduction for Social Security benefits or other offset items. Mr. Pfeiffer's employment agreement provides for employment through April 21, 2003 at a minimum salary of $400,000 and provides for a payment of three months' salary to his survivors in the event of his death while employed. The agreement provides for an automatic extension for a period of five years, unless it is terminated by AptarGroup or Mr. Pfeiffer by written notice one year before the end of the then current contract period; however, the agreement automatically terminates on June 28, 2013. A separate pension agreement provides Mr. Pfeiffer with an annual pension compensation, subject to cost of living adjustments, of up to 60% of his final year's salary for life, and in the event of his death, provides his surviving widow with annual payments of 60% of his then pension for life and may provide any surviving child with annual payments of up to 30% of his then pension to as late as age 27. Pension benefits would normally commence at age 60, but reduced 15 benefits are available after age 55 subject to a minimum annual payment of approximately $127,000. Estimated annual pension benefits upon retirement at age 60 (assuming the current salary remains constant) are equivalent to $240,000. Benefits are not subject to reduction for Social Security or other offset items. Mr. Hagge's employment agreement provides for employment through February 1, 2004 at a minimum annual salary of $300,000 and provides, in the event of disability, payment for a period of two years from termination due to disability of one-half of the amount Mr. Hagge would have received and, in the event of death, payment to his estate for a period of two years from the anniversary of his death of one-half of the amount he would have received. Mr. Hagge is also entitled to additional term life insurance coverage and supplemental long-term disability coverage. The agreement provides for an automatic extension as of each February 1 for one additional year unless either AptarGroup or Mr. Hagge terminates the automatic extension provision by written notice at least 30 days prior to the automatic extension date; provided, however, that in no event shall the term extend beyond October 28, 2016. Mr. Hagge's employment agreement provides that if he is terminated without cause, Mr. Hagge will continue to receive his salary until the end of the employment period then in effect. In the event of a change in control of AptarGroup, Mr. Hagge may not be terminated unless he receives written notice of such termination at least six months prior to the date of termination. If Mr. Hagge is terminated within two years following a change in control or if he terminates his employment for good reason within such two-year period, Mr. Hagge will continue to receive his salary for 18 months following the date of termination. Mr. Meshberg's employment agreement provides for employment through February 17, 2002 at a minimum annual salary of $312,000. Mr. Meshberg is also entitled to additional split-dollar life insurance coverage. Mr. Meshberg's employment agreement provides that if he is terminated without cause or if he terminates for good reason (which includes, among other things, a change in control of AptarGroup), Mr. Meshberg will continue to receive his salary until the later to occur of February 17, 2002 and 24 months following the date of termination of employment. Under such circumstances, any portion of Mr. Meshberg's option to purchase 20,000 shares of Common Stock granted under the employment agreement that has not vested as of the date of termination will become fully exercisable, and he is also entitled to receive any accrued salary and bonus through the date of termination, as well as certain other benefits. Mr. Ruskoski's employment agreement provides for employment through February 1, 2004 at a minimum annual salary of $265,000 and provides, in the event of disability, payment for a period of two years from termination due to disability of one-half of the amount Mr. Ruskoski would have received and, in the event of death, payment to his estate for a period of two years from the anniversary of his death of one-half of the amount he would have received. Mr. Ruskoski is also entitled to additional term life insurance coverage and supplemental long-term disability coverage. The agreement provides for an automatic extension as of each February 1 for one additional year unless either AptarGroup or Mr. Ruskoski terminates the automatic extension provision by written notice at least 30 days prior to the automatic extension date; provided, however, that in no event shall the term extend beyond September 12, 2012. Mr. Ruskoski's employment agreement provides that if he is terminated without cause, Mr. Ruskoski will continue to receive his salary until the end of the employment period then in effect. In the event of a change in control of AptarGroup, Mr. Ruskoski 16 may not be terminated unless he receives written notice of such termination at least six months prior to the date of termination. If Mr. Ruskoski is terminated within two years following a change in control or if he terminates his employment for good reason within such two-year period, Mr. Ruskoski will continue to receive his salary for 18 months following the date of termination. Pension Plan ___________________________________________________________________ Substantially all U.S. employees of AptarGroup and its subsidiaries are eligible to participate in the Pension Plan. Employees are eligible to participate after six months of credited service and become fully vested after five years of credited service. The annual benefit payable to an employee under the Pension Plan upon retirement computed as a straight life annuity equals the sum of the separate amounts the employee accrues for each of his years of credited service under the Plan. Such separate amounts are determined as follows: for each year of credited service through 1988, 1.2% of such year's compensation up to the Social Security wage base for such year and 1.8% (2% for years after 1986) of such year's compensation above such wage base, plus certain increases put into effect prior to 1987; for each year after 1988 through the year in which the employee reaches 35 years of service, 1.2% of such year's "Covered Compensation" and 1.85% of such year's compensation above such "Covered Compensation"; and for each year thereafter, 1.2% of such year's compensation. The employee's compensation under the Pension Plan for any year includes all salary, commissions and overtime pay and, beginning in 1989, bonuses, subject to such year's limit applicable to tax-qualified retirement plans. The employee's "Covered Compensation" under the Pension Plan for any year is generally the average of the Social Security wage base for each of the 35 years preceding the employee's Social Security retirement age, assuming that such year's Social Security wage base will not change in the future. Normal retirement under the Pension Plan is age 65 and reduced benefits are available as early as age 55. Benefits are not subject to reduction for Social Security benefits or other offset items. Officers of AptarGroup and its subsidiaries participating in the Pension Plan are also eligible for AptarGroup's non-qualified supplemental retirement plan ("SERP"). The benefits payable under the SERP will generally be in the form of a single sum and will be computed as a single life annuity equal to the sum of the separate amounts the participant accrues for each year of credited service. Such separate amounts are determined as follows: for each year of credited service through the year in which the participant reaches 35 years of service, 1.85% of the participant's "Supplemental Earnings"; and for each year after 35 years of credited service, 1.2% of such year's "Supplemental Earnings." "Supplemental Earnings" is generally the difference between (i) the participant's earnings calculated as if the limitation of Section 401(a)(17) of the Internal Revenue Code were not in effect and (ii) the participant's recognized earnings under the Pension Plan. Participants who terminate service prior to being eligible for retirement (i.e., age 65 or age 55 with 10 years of credited service) will forfeit all accrued benefits under the SERP. The SERP provides for the vesting of all accrued benefits in the event of a change of control. Estimated annual benefits payable under the Pension Plan and the SERP upon retirement at normal retirement age for Messrs. Hagge, Meshberg and Ruskoski are approximately $197,000, $86,000 and $130,000, respectively. Messrs. Siebel and Pfeiffer are not eligible to receive benefits under the Pension Plan but, as described above, Messrs. Siebel and Pfeiffer are entitled to certain pension benefits pursuant to their respective employment agreements. 17 PERFORMANCE GRAPH ______________________________________________________________ The following graph shows a five year comparison of the cumulative total stockholder return on AptarGroup's Common Stock as compared to the cumulative total return of two other indexes: the Value Line Packaging & Container Industry Group ("Peer Group") and the Standard & Poor's 500 Composite Stock Price Index. These comparisons assume an initial investment of $100 and the reinvestment of dividends. [GRAPH APPEARS HERE]
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 ------------------------------------------------------------------- AptarGroup 100 95 151 153 138 163 ------------------------------------------------------------------- Peer Group 100 129 159 138 127 81 ------------------------------------------------------------------- S&P 500 100 123 164 211 255 232
18 CERTAIN TRANSACTIONS ___________________________________________________________ On February 17, 1999, AptarGroup acquired the capital stock of privately held Emson Research Inc. and related companies ("Emsar", formerly known as Emson), for a purchase price of approximately $122.8 million in cash and approximately $4 million in Common Stock. Emil Meshberg, who prior to the Emsar acquisition was chief executive officer of Emsar, entered into an employment agreement with AptarGroup and became an executive officer of AptarGroup immediately following the Emsar acquisition. Under the terms of the agreement governing the Emsar acquisition, AptarGroup may from time to time receive certain indemnification payments. The aggregate amount received in 2000 was approximately $655,000. As a result of the Emsar acquisition, AptarGroup leases real estate from, purchases materials from and sells products to entities related to Mr. Meshberg or certain members of his family. In 2000, the transactions between AptarGroup and these entities amounted to lease payments of approximately $625,000, purchases of approximately $20,000 and sales of approximately $308,000. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ________________________ Based on AptarGroup records and other information, AptarGroup believes that all SEC filing requirements applicable to its Executive Officers and Directors were complied with for 2000. AUDIT COMMITTEE REPORT _________________________________________________________ The Audit Committee of the Company's Board of Directors is composed of three independent, non-employee directors and operates under a written charter adopted by the Board. A copy of this charter is included as Appendix A to this Proxy Statement. Management is responsible for the Company's internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Committee's responsibility is to assist the Board in fulfilling its responsibility for overseeing the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants. Management has represented to the Committee that the consolidated financial statements were prepared in accordance with generally accepted accounting principles. Also, the Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended. In addition, the Committee discussed with the independent accountants the accountants' independence from the Company and its management, and the independent accountants provided the Committee the written disclosures and letter required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). In considering the independence of the 19 Company's independent accountants, the Committee took into consideration the amount and nature of the fees paid to the independent accountants for non-audit services as described under "Other Matters" in this Proxy Statement. Based on the review and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000, for filing with the Securities and Exchange Commission. AUDIT COMMITTEE Leo Guthart, Chairman Ralph Gruska Dr. Joanne Smith ANNUAL REPORT __________________________________________________________________ AptarGroup's annual report for the year ended December 31, 2000 is being distributed with this proxy statement. Stockholders are referred to the report for financial and other information about the company, but such report is not incorporated in this proxy statement and is not deemed a part of the proxy soliciting material. STOCKHOLDER PROPOSALS __________________________________________________________ In order to be considered for inclusion in AptarGroup's proxy materials for the 2002 Annual Meeting of Stockholders, any stockholder proposal must be received at AptarGroup's principal executive offices at 475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014 by December 7, 2001. In addition, AptarGroup's Bylaws establish an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders, including proposed nominations of persons for election to the Board. Stockholders at the 2001 annual meeting may consider stockholder proposals or nominations brought by a stockholder of record on March 15, 2001, who is entitled to vote at the annual meeting and who has given AptarGroup's Secretary timely written notice, in proper form, of the stockholder's proposal or nomination. A stockholder proposal or nomination intended to be brought before the 2001 annual meeting must have been received by the Secretary on or after February 9, 2001 and on or prior to March 11, 2001. The 2002 annual meeting is expected to be held on May 8, 2002. A stockholder proposal or nomination intended to be brought before the 2002 annual meeting must be received by the Secretary on or after February 8, 2002 and on or prior to March 10, 2002. OTHER MATTERS __________________________________________________________________ PricewaterhouseCoopers LLP, who served as independent accountants for the year ended December 31, 2000, has been selected by the Board, upon the recommendation of the Audit Committee, to audit the consolidated financial statements of AptarGroup for the year ending December 31, 2001. It is expected that a representative of PricewaterhouseCoopers LLP will attend 20 the annual meeting, with the opportunity to make a statement if he should so desire, and will be available to respond to appropriate questions. The following fees were billed by PricewaterhouseCoopers LLP, AptarGroup's independent accountants, for services rendered in 2000: . Audit Fees $498,000 . All Other Fees: Tax Planning and Consulting Fees 285,000 Other Fees 193,000 -------- Total Fees $976,000 ========
Audit Fees primarily represent amounts paid for the audit of AptarGroup's annual financial statements, reviews of SEC Forms 10-Q and 10-K and statutory audit requirements at certain non-U.S. locations. Tax Planning and Consulting Fees represent assistance in the preparation of AptarGroup's U.S. tax return, domestic and international income tax planning assistance, expatriate and executive tax work and tax work related to foreign entity statutory audits. Other Fees include amounts paid for non-financial systems management consulting, financial due diligence assistance, and audits of benefit plans. PricewaterhouseCoopers LLP did not bill AptarGroup for fees related to financial information systems design or implementation in 2000. By Order of the Board of Directors, /s/ Stephen J. Hagge Stephen J. Hagge Secretary Crystal Lake, Illinois April 6, 2001 21 APPENDIX A Audit Committee Charter Mission Statement The primary purpose of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to financial reports and other financial information. The Committee will review the financial reporting process, the system of internal control, the audit process and the Company's process for monitoring compliance with laws and regulations and with the Company's compliance policy ("Code of Conduct"). In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management and the external auditors. To effectively perform his or her role, each committee member will obtain an understanding of the Company's business operation and risks, as well as an understanding of the detailed responsibilities of committee membership. Membership The Committee will be comprised of at least three members, each of which shall meet the independence and experience requirements of the New York Stock Exchange. The Board of Directors shall appoint the members of the Committee. The Committee will meet with representatives of the independent auditors of the corporation and management, prior to the commencement of the annual audit, for purposes of reviewing the scope of such audit and meet again with said representatives subsequent to the completion of the audit for purposes of reviewing the results thereof. In addition, the Committee shall also either meet in person or telephonically with representatives of the external auditors of the corporation and management prior to the announcement of its quarterly/annual earnings. Roles and Responsibilities The Committee shall: . Require that the external auditors keep the Committee informed about fraud, illegal acts, and deficiencies in internal control and certain other matters. . Ask management about the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures. . Review the annual financial statements including MD&A and other sections of the annual report before its release and determine whether they are consistent with the information known to committee members. . Meet with management and, with the external auditors, either telephonically or in person, to review the interim financial statements and the results of their review. This may be done by the committee chairperson or by the entire committee. . Review the findings of any examinations by the regulatory agencies such as the Securities and Exchange Commission. A-1 . Require that the Code of Conduct is formalized in writing and periodically obtain updates from management regarding compliance with the Code of Conduct. . Review the external auditor's proposed audit scope and approach. . Recommend to the Board of Directors the employment of the external auditor. . Approve the fees to be paid to the external auditor. . Request from the external auditor annually, a formal written statement delineating all relationships between the auditor and the Company. . Discuss with the external auditors any such disclosed relationships and their impact on the external auditor's independence. . Recommend that the Board of Directors take appropriate action in response to the external auditor's report to satisfy itself of the auditor's independence. . Meet with the external auditors and management in separate regularly scheduled executive sessions. . Review with the Company's legal counsel as deemed necessary any legal matters that could have a significant impact on the Company's financial statements. . If necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist and perform such other duties, as the Board of Directors shall from time to time assign to it. . Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board before its approval. . Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement. Reporting Responsibilities . Regularly update the Board of Directors about committee activities and make appropriate recommendations. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the 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 external auditor. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the external auditor or to assure compliance with laws and regulations and the Company's Code of Conduct. Approved by Board of Directors of AptarGroup, Inc. April 19, 2000 A-2 COMMON STOCK PROXY AptarGroup, Inc. 475 West Terra Cotta Ave., Suite E Crystal Lake, IL 60014 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Ralph A. Poltermann and Matthew J. DellaMaria or either of them (each with full power of substitution), are hereby authorized to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present at the annual meeting of stockholders of AptarGroup, Inc. to be held on May 9, 2001, and at any adjournment thereof as specified on reverse side. (continued on reverse side) . FOLD AND DETACH HERE . You can now access your AptarGroup, Inc. account online. Access your AptarGroup, Inc. stockholder account online via Investor ServiceDirect/SM/ (ISD). Mellon Investor Services LLC, as transfer agent for AptarGroup, Inc., now makes it easy and convenient to get current information on your shareholder account. After a simple and secure process of establishing a Personal Identification Number (PIN), you are ready to log in and access your account to: . View account status . View payment history for dividends . View certificate history . Make address changes . View book-entry information . Obtain a duplicate 1099 tax form . Establish/change your PIN Visit us on the web at http://mellon-investor.com and follow the instructions shown on this page. Step 1: FIRST TIME USERS - Establish a PIN You must first establish a Personal Identification Number (PIN) online by following the directions provided in the upper right portion of the web screen as follows. You will also need your Social Security Number (SSN) available to establish a PIN. Investor ServiceDirect/SM/ is currently only available for domestic individual and joint accounts. . SSN . PIN . Then click on the Establish Pin button Please be sure to remember your PIN, or maintain it in a secure place for future reference. - -------------------------------------------------------------------------------- Step 2: Log in for Account Access You are now ready to log in. To access your account please enter your: . SSN . PIN . Then click on the Submit button If you have more than one account, you will now be asked to select the appropriate account. - -------------------------------------------------------------------------------- Step 3: Account Status Screen You are now ready to access your account information. Click on the appropriate button to view or initiate transactions. . Certificate History . Book-Entry Information . Issue Certificate . Payment History . Address Change . Duplicate 1099 For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time The shares represented by this proxy will be voted as herein directed, but if no direction is given, the shares will be voted FOR proposal 1. This proxy revokes any proxy heretofore given. Please mark your [X] votes as indicated in this example 1. ELECTION OF DIRECTORS FOR all nominees listed at WITHHOLD right (except as marked to AUTHORITY the contrary) to vote for all nominees listed at right [_] [_] 01 Carl A. Siebel, 02 Stephen J. Hagge, and 03 Alain Chevassus (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.) - -------------------------------------------------------------------------------- 2. IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING. Please disregard if you have previously provided your consent decision. [_] By checking the box to the right, I consent to future delivery of annual reports, proxy statements, prospectuses and other materials and shareholder communications electronically via the Internet at a webpage which will be disclosed to me. I understand that the Company may no longer distribute printed materials to me from any future shareholder meeting until such consent is revoked. I understand that I may revoke my consent at any time by contacting the Company's transfer agent, Mellon Investor Services LLC, Ridgefield Park, NJ and that costs normally associated with electronic delivery, such as usage and telephone charges as well as any costs I may incur in printing documents, will be my responsibility. (Please fill in, sign and date this proxy and mail it in the envelope provided.) Signature Signature Date ---------------------------- ------------------------------ IMPORTANT: Please sign exactly as your name(s) appear hereon. Joint owners should each sign personally. If you sign as agent or any other capacity, please state the capacity in which you sign. . FOLD AND DETACH HERE . Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. ------------------------------------------- Internet http://www.proxyvoting.com/atr Use the internet to vote your proxy. Have your proxy card in hand when you access the web site. You will be prompted to enter your control number, located in the box below, to create and submit an electronic ballot. ------------------------------------------- OR ------------------------------------------- Telephone 1-800-840-1208 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. You will be prompted to enter your control number, located in the box below, and then follow the directions given. ------------------------------------------- OR ------------------------------------------- Mail Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. ------------------------------------------- If you vote your proxy by internet or by telephone, you do NOT need to mail back your proxy card. You can view the Annual Report and Proxy Statement on the internet at www.aptargroup.com (http://www.aptargroup.com) -----END PRIVACY-ENHANCED MESSAGE-----