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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
CALGON CARBON CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] 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.
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[LOGO OF CALGON CARBON CORPORATION]
CALGON CARBON CORPORATION P.O. BOX 717 PITTSBURGH, PA 15230-0717 TELEX 671 1837 CCC PGH
PANAFAX: 412-787-6713
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Calgon Carbon Corporation at 1:00 p.m., Eastern Daylight Saving Time, on
Tuesday, April 23, 2002 at the principal executive office of the Company, 400
Calgon Carbon Drive, Pittsburgh, Pennsylvania.
Information about the business of the meeting and the nominees for election as
Directors is set forth in the notice of the meeting and the Proxy Statement,
which are attached. This year you are asked to elect two Directors for the
Class of 2005.
It is important that your shares be represented at the meeting. Even if you
plan to attend the meeting in person, we hope that you will send a proxy voting
on the matters to be considered. Please sign, date and return your proxy in the
enclosed envelope as promptly as possible.
Very truly yours,
/s/ James A. Cederna
James A. Cederna
President
March 22, 2002
CALGON CARBON CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Calgon Carbon Corporation will be held
at the principal executive office of the Company, 400 Calgon Carbon Drive,
Pittsburgh, Pennsylvania, on Tuesday, April 23, 2002 at 1:00 p.m., Eastern
Daylight Saving Time, for the following purposes:
(1) To elect two Directors for the Class of 2005;
(2) To transact such other business as may properly come before the
meeting.
Please refer to the accompanying Proxy Statement for a description of the
matters to be considered at the meeting.
Holders of record of the Company's Common Stock as of the close of business on
March 15, 2002 are entitled to notice of and to vote at the meeting.
Please sign, date and return the enclosed proxy promptly in the envelope
provided, which requires no United States postage.
Joseph A. Fischette
Secretary
March 22, 2002
CALGON CARBON CORPORATION
PROXY STATEMENT
Table of Contents
Page
----
Voting Securities and Record Date.......................................... 1
Security Ownership of Management and Certain Beneficial Owners............. 1
Board of Directors and Committees of the Board............................. 4
Election of Directors ..................................................... 7
Executive Compensation..................................................... 9
Independent Auditors....................................................... 15
Vote Required.............................................................. 18
Other Business............................................................. 18
Stockholder Proposals...................................................... 18
CALGON CARBON CORPORATION
PROXY STATEMENT
Annual Meeting of Stockholders
April 23, 2002
The enclosed proxy is solicited on behalf of the Board of Directors of Calgon
Carbon Corporation (the "Company") for use at the Annual Meeting of
Stockholders to be held at 1:00 p.m., Eastern Daylight Saving Time, on
Tuesday, April 23, 2002 at the principal executive office of the Company, 400
Calgon Carbon Drive, Pittsburgh Pennsylvania. The accompanying Notice of
Annual Meeting of Stockholders sets forth the purposes of the meeting.
The enclosed proxy may be revoked at any time before its exercise by giving
written notice of revocation to the Secretary of the Company. The shares
represented by proxies in the form solicited by the Board of Directors will be
voted at the meeting. If a choice is specified on the proxy with respect to a
matter to be voted upon, the shares represented by the proxy will be voted in
accordance with that specification. If no choice is specified, the shares will
be voted as stated below in this Proxy Statement.
It is expected that this Proxy Statement and the accompanying form of proxy
will first be mailed to stockholders on or about March 22, 2002. The Company's
Annual Report to Stockholders for 2001 is enclosed with this Proxy Statement
but does not form a part of the proxy soliciting material. The cost of
soliciting proxies will be borne by the Company. Following the original
mailing of the proxy soliciting material, regular employees of the Company may
solicit proxies by mail, telephone, telecopy, telegraph, electronic means and
personal interview. The Company may also hire a proxy solicitation firm or may
request brokerage houses and other nominees or fiduciaries to forward copies
of the proxy soliciting material and 2001 Annual Report to beneficial owners
of the stock held in their names, and the Company will reimburse them for
reasonable out-of-pocket expenses incurred in doing so.
VOTING SECURITIES AND RECORD DATE
Holders of the Company's Common Stock of record as of the close of business on
March 15, 2002 are entitled to receive notice of and to vote at the meeting.
At the record date, the Company had outstanding 38,856,034 shares of Common
Stock, the holders of which are entitled to one vote per share. The Company
does not have cumulative voting.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Management
The following table shows the number of shares of Common Stock beneficially
owned by each Director of the Company, by James A. Cederna, William E. Cann,
Joseph A. Fischette Robert P. O'Brien and John S. Stanik, executive officers
of the Company, and by all Directors and executive officers of the Company as
a group, as of the record date. Unless otherwise indicated in the footnotes to
the table, each person named and all Directors and executive officers as a
group have sole voting power and sole investment power with respect to the
shares. As used herein, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of, or
to direct the disposition of, the security). A person is deemed to have
"beneficial ownership" of any security that the person has the right to
acquire within 60 days after the record date.
1
Number of Percent
Name of Beneficial Owner Shares(1) of Class
------------------------ --------- --------
Robert W. Cruickshank 47,382 *
Thomas A. McConomy 4,354,375 11.2%
Nick H. Prater 34,350 *
Julie S. Roberts(2) 21,750 *
Seth E. Schofield 33,850 *
John P. Surma(3) 17,250 *
Harry H. Weil(4) 37,950 *
Robert L. Yohe 44,350 *
James A. Cederna 639,415 *
William E. Cann 79,500 *
Joseph A. Fischette(5) 117,658 *
Robert P. O'Brien 95,035 *
John S. Stanik 56,800 *
All directors and executive officers
as a group (13 persons)(2)(3)(4)(5) 5,579,665 14.0%
--------
*Less than 1%.
(1) Includes (i) 34,350 shares in the case of each of Messrs. Cruickshank and
Weil, 33,350 shares in the case of Mr. Prater, 32,350 shares in the case
of Mr. McConomy, 31,850 shares in the case of each of Messrs. Schofield
and Yohe and 16,750 shares in the case of each of Ms. Roberts and Mr.
Surma, granted under the Company's 1993 Non-Employee Directors' Stock
Option Plan, (ii) 550,000 shares in the case of Mr. Cederna, 72,000 shares
in the case of Mr. Cann, 60,500 shares in the case of Mr. Fischette,
48,500 shares in the case of Mr. O'Brien and 56,800 shares in the case of
Mr. Stanik granted under the Company's Stock Option Plan and (iii)
1,019,400 shares in the case of all Directors and executive officers as a
group, in each case covered by options granted under the aforementioned
plans. The "percent of class" set forth above for any individual and the
group (but not for the other individuals listed above) is computed as
though such shares optioned to such individual or the group, as the case
may be, were outstanding.
(2) Includes 5,000 shares as to which Ms. Roberts shares voting and investment
power with her husband.
(3) Includes 500 shares held by Mr. Surma's wife.
(4) Includes 200 shares held by Mr. Weil's wife, as to which beneficial
ownership is disclaimed by Mr. Weil.
(5) Includes 9,708 shares in the case of Mr. Fischette, 6,930 shares in the
case of Mr. O'Brien and 16,638 shares in the case of all Directors and
executive officers as a group held under the Company's Employees Growth
Participation Plan and allocated to the accounts of such executive
officers. No contributions were made to this plan since 1990.
2
Other Beneficial Owners
Information as of December 31, 2001 with respect to the only persons not
otherwise disclosed in the Management table and known by the Company to be the
beneficial owner of more than 5% of the Company's Stock as of the record date
is as follows:
Beneficial Ownership
of Common Stock
---------------------
Number Percent
Name and Address of Shares of Class
---------------- ----------- ---------
ICM Asset Management, Inc. 4,212,781 10.90%
and James M. Simmons
W. 601 Main Avenue
Suite 600
Spokane, WA 99201
ICM Asset Management, Inc. and James M. Simmons report that they have shared
investment power over all shares, sole voting power over no shares and shared
voting power over 2,498,321 shares. ICM Asset Management, Inc. is a registered
investment adviser whose clients have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
stock. James M. Simmons is the President of ICM Asset Management, Inc. No
individual client's holdings of the stock are more than five percent of the
outstanding stock.
Beneficial Ownership
of Common Stock
----------------------
Number Percent
Name and Address of Shares of Class
---------------- ------------ ---------
Dimensional Fund Advisors, Inc. 2,940,790 7.58%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, furnishes
investment advice to four investment companies registered under the Investment
Company Act of 1940, and serves as investment manager to certain other
commingled group trusts and separate accounts. (These investment companies,
trusts and accounts are the "Funds.") In its role as investment advisor or
manager, Dimensional possessed both sole investment and voting power over
2,940,790 shares of the Company as of December 31, 2001. The Funds own all
Company shares, and Dimensional disclaims beneficial ownership of such
securities.
Beneficial Ownership
of Common Stock
----------------------
Number Percent
Name and Address of Shares of Class
---------------- ------------ ---------
David J. Greene & Company, LLC 2,795,321 7.20%
599 Lexington Avenue
New York, NY 10022
David J. Greene & Company, LLC reports that it has sole voting power over
31,000 shares and shared voting power over 1,915,690 shares, and sole
dispositive power over 31,000 shares and shared dispositive power over
2,764,321 shares. David J. Greene & Company, LLC disclaims beneficial
ownership in any of such shares.
3
Beneficial Ownership
of Common Stock
----------------------
Number Percent
Name and Address of Shares of Class
---------------- ------------ ---------
The TCW Group, Inc., on 2,720,598 7.00%
behalf of the TCW Business Unit
865 South Figueroa Street
Los Angeles, CA 90017
The foregoing information is taken from a Schedule 13G filed with the
Securities and Exchange Commission on February 13, 2002 by TCW reflecting
ownership as of December 31, 2001. This filing states that TCW has shared
voting and dispositive power over all 2,720,598 shares. TCW does not admit to
beneficial ownership of the shares.
Beneficial Ownership
of Common Stock
----------------------
Number Percent
Name and Address of Shares of Class
---------------- ------------ ---------
Schroder Investment Management 2,205,700 5.68%
North America, Inc.
875 Third Avenue, 22nd Floor
New York, NY 10022
The foregoing information is taken from a Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2002 by Schroder reflecting
ownership as of December 31, 2001. This filing states that Schroder has sole
voting power and sole dispositive power over all 2,205,700 shares.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The business of the Company is under general supervision of a Board of
Directors as provided by the laws of Delaware, the Company's state of
incorporation. The Board of Directors has established committees to assist it,
consisting of the Executive Committee, the Compensation Committee, the Audit
Committee and the Corporate Governance Committee.
Executive Committee. The Executive Committee consists of Messrs. McConomy
(Chairman), Cederna and Weil. The Executive Committee, during the intervals
between meetings of the Board, when prompt action is needed and it is
impossible or inconvenient to convene a full meeting of the Board, may
exercise limited powers granted by the Board of Directors in the management of
the business and affairs of the Company.
Compensation Committee. The Compensation Committee consists of Messrs.
Cruickshank (Chairman), Schofield and Surma. The Compensation Committee's
overall responsibility is to determine and implement the Company's general
policies with respect to the compensation of its executive officers. The
Compensation Committee determines the base salary payable to each executive
officer, as well as the bonus, if any, payable to each executive officer, and
to certain key employees, pursuant to the Company's Incentive Plan or
otherwise. The Committee also administers the Company's Stock Option Plan and
has the authority to grant options thereunder. Other matters related to the
compensation of executive officers and key employees, such as the terms of
employment contracts and certain employee benefits, are also reviewed by the
Compensation Committee.
Audit Committee. The Audit Committee consists of Messrs. Weil (Chairman),
Prater and Ms. Roberts. It is the responsibility of the Audit Committee to
review and approve the Company's consolidated financial statements
4
each year prior to their announcement to the public and their distribution to
the stockholders in the Annual Report. Among other things, the Audit Committee
consults separately with the Company's chief financial officer and his staff,
and with the Company's independent external auditors, as to the proposed audit
plan, any difficulties encountered in carrying out the audit plan, significant
decisions made in preparing the financial statements, any disagreements
between management and the independent auditors as to the application of
accounting principles or other matters, and the form and content of the notes
to the financial statements and Management's Discussion and Analysis of the
financial statements. The Audit Committee also reviews the Company's quarterly
financial statements but does not customarily perform similar functions with
respect to other financial statements which cover less than a full fiscal
year. The Audit Committee reviews other financial reporting and accounting
matters when requested to do so by management or the independent auditors, and
satisfies itself that the Company's system of internal controls is functioning
adequately and reliably. The Audit Committee believes that the independent
auditors are ultimately accountable to the Board of Directors and the Audit
Committee. In this connection the Audit Committee discusses with the
independent auditors the quality, as well as the acceptability, of the
Company's accounting principles as applied in its financial reporting. The
Audit Committee periodically reviews all relationships between the Company and
the independent auditors which might impact the objectivity and independence
of the independent auditors. Each year the Audit Committee evaluates the
performance of the independent auditors and recommends to the Board of
Directors the retention or, if appropriate, replacement of the independent
auditors. The Audit Committee also investigates and reports to the Board as to
any alleged breach of law or of the Company's internal policies which is
brought to its attention and carries out other assignments given to it from
time to time by the Board.
Corporate Governance Committee. The Corporate Governance Committee consists of
Messrs. Yohe (Chairman), Cruickshank and McConomy. The Corporate Governance
Committee is responsible for the functioning of the Board and its committees,
with the goal of causing the Board and its committees to satisfactorily
address the major issues related to the performance and well-being of the
Company. Among the duties of the Corporate Governance Committee is to review
the size and composition of the Board of Directors and to make recommendations
with respect to nominations for election or appointment of Directors. The
Corporate Governance Committee will consider nominees recommended by
stockholders provided that stockholders submit the names of nominees and the
other information required by Section 1.08 of the By-Laws of the Company in
writing to the Secretary of the Company. Such information should be received
no later than January 21, 2003 with respect to nominations for election at the
2002 Annual Meeting of Stockholders.
During 2001, the Compensation Committee held four meetings, the Corporate
Governance Committee held three meetings, the Audit Committee held four
meetings, and the Executive Committee did not meet. The Board of Directors
held six meetings during 2001.
Compensation of Directors
Board and Committee Fees. Directors who are full-time employees of the Company
or a subsidiary receive no additional compensation for services as a member of
the Board or any committee of the Board. Directors who are not employees of
the Company receive an annual retainer of $18,000 for Board service. The
retainer fees are payable in cash or Common Stock of the Company as described
below. Non-employee Directors also receive a fee of $1,500 for each Board and
committee meeting attended, and the Chairmen of each committee receive an
additional annual retainer of $3,000. No committee meeting fees are paid for
committee meetings held by telephone or on the same day as a Board meeting.
1999 Phantom Stock Plan. The 1999 Phantom Stock Plan provides each non-
employee director with phantom stock with a value upon issuance of $7,000 each
year. No actual stock of the Company is issued under this plan. Instead, each
director is credited on the day following the Annual Meeting of Stockholders,
in an account maintained for the purpose, with the fair market value of shares
of the Company's Common Stock equal to
5
$7,000. Directors are also credited with the fair market value of shares equal
to the amount of the cash dividends which would have been paid if the phantom
stock were actual Common Stock. As the actual fair market value of the
Company's Common Stock changes, the credited value of the director's phantom
stock will change accordingly. When the director leaves the Board for any
reason, including death or disability, the director will be entitled to be
paid, in cash, the entire amount then credited in the account.
1997 Directors' Fee Plan. The 1997 Directors' Fee Plan provides Directors with
payment alternatives for retainer (but not meeting) fees payable as a member
of the Board or as the Chairman of any committee. Pursuant to the Plan,
Directors are permitted to receive their retainer fees in a current payment of
cash or in a current payment of shares of Common Stock of the Company based
upon the fair market value of the Common Stock upon the date of payment of the
fee, or to defer payment of the retainer fees for subsequent payment of shares
of Common Stock pursuant to a stock deferral election. Payment of Common Stock
placed in a deferred stock account will be made in the calendar year following
the calendar year during which a Director ceases to be a Director of the
Company, including by reason of death or disability.
1993 Non-Employee Directors' Stock Option Plan. The 1993 Non-Employee
Directors' Stock Option Plan, as amended in 1997, provides for an annual grant
on the day following the Annual Meeting of Stockholders of option shares equal
to a number of shares which will result in a Black-Scholes calculated value of
$25,000 on the date of grant. The options vest and become exercisable six
months after the date of grant and, in general, expire ten years after the
date of grant. There are previously issued options outstanding under the pre-
1997 Plan, all of which have option prices in excess of the fair market value
of the Common Stock on December 31, 2001.
6
ELECTION OF DIRECTORS
The Board of Directors, acting pursuant to the bylaws of the Company, has
determined that the number of Directors constituting the full Board of
Directors shall be nine at the present time. The Board size will decrease to
eight after the Annual Meeting. The Board is to be divided into three classes
of nearly equal size. One such class is elected every year at the Annual
Meeting for a term of three years.
The Board of Directors has, upon recommendation of the Corporate Governance
Committee, nominated Seth E. Schofield and John P. Surma for reelection as
Directors in the Class of 2005, and each of them has agreed to serve if
elected. Mr. Nick H. Prater is retiring from the Board as of the Annual
Meeting. Messrs. Schofield and Surma will hold office until the 2005 Annual
Meeting of Stockholders, or until the Director's prior death, disability,
resignation or removal. Proxies are solicited in favor of these nominees and
will be voted for them unless otherwise specified.
If any nominee becomes unable or unwilling to serve as a Director, it is
intended that the proxies will be voted for the election of such other person,
if any, as shall be designated by the Board of Directors.
Information concerning the nominees for Director and the other Directors who
will continue in office after the meeting is set forth below, together with
information concerning the Company's executive officers who are not Directors.
Name Age Position with the Company
---- --- -------------------------
Class of 2005
Seth E. Schofield 62 Director
John P. Surma 47 Director
Class of 2004
Robert W. Cruickshank 56 Director
Julie S. Roberts 47 Director
Thomas A. McConomy 68 Director
Class of 2003
James A. Cederna 51 Director and President and CEO
Harry H. Weil 68 Director
Robert L. Yohe 65 Director
Executive Officers
William E. Cann 46 Senior Vice President--Chief Financial Officer
Joseph A. Fischette 55 Senior Vice President, General Counsel
and Secretary
Robert P. O'Brien 51 Senior Vice President
John S. Stanik 48 Senior Vice President
Mr. Cederna has been Chairman of the Board since May 2001 and has been
President and Chief Executive Officer of the Company since April 1999. Prior
thereto, Mr. Cederna was President of Arizona Chemical Co., a manufacturer of
specialty chemicals derived from wood and a company of International Paper
Corp. Mr. Cederna is also director of Mine Safety Appliances Co.
Mr. Cann has been the Senior Vice President and Chief Financial Officer of the
Company since October 1999. Prior thereto, Mr. Cann was the Vice President and
Treasurer of Reichhold Inc., a chemical manufacturer.
Mr. Fischette has been an executive officer of the Company since 1985.
Mr. O'Brien has been the Senior Vice President--Engineered Solutions of the
Company since January 2000. Mr. O'Brien was President of the Company's
Advanced Separation Technologies subsidiary from January 1999 until January
2000, and prior thereto he was Vice President of the Company's affiliate
Chemviron Carbon.
7
Mr. Stanik has been Senior Vice President--Produce Products and Technology of
the Company since October 2001. Mr. Stanik was Vice President, Manufacturing
of the Company in 2000, General Manager of United States Manufacturing in 1999
and prior thereto he was the Plant Manager of the Company's Big Sandy plant.
Mr. McConomy has been a Director of the Company since its formation in 1985.
Mr. McConomy is a private investor. He also served as Chairman of the Board,
President and Chief Executive Officer of the Company. Mr. McConomy is also a
director of Equitable Resources, Inc. Mr. McConomy's brother James H. McConomy
is a partner of the law firm of Meyer, Unkovic & Scott LLP, which provides
legal services in excess of $60,000 a year to the Company.
Mr. Cruickshank has been a Director of the Company since November 1985. Mr.
Cruickshank is President of R.W. Cruickshank & Co. He is also a director of
Friedmans, Inc. and Hurco, Inc.
Mr. Prater has been a Director of the Company since August 1990. Until June
1990, when he retired, Mr. Prater was President and Chief Executive Officer of
Mobay Corporation (now called Bayer Corporation), a chemical producer. He is
also a director of Koppers Industries, Inc.
Ms. Roberts has been a Director of the Company since July 2000. Ms. Roberts
has been Chief Financial Officer of ExecuStay by Marriott, a division of
Marriott International Corporation, a leading hospitality company, since
September 2000. Ms. Roberts was Vice President--Financial Planning and
Analysis at Marriott from September 1998 to September 2000 and prior thereto
was Vice President--Reservations at US Airways, a major air carrier.
Mr. Schofield has been a Director of the Company since December 1995. From
February 1996 to July 2000, Mr. Schofield was the Chairman of Base
International, a provider of corporate protection and security. From June 1992
until January 1996, when he retired, Mr. Schofield was Chairman and Chief
Executive Officer of USAir Group, a major air carrier. Mr. Schofield is also a
director of the United States Steel Corporation, Marathon Oil Corporation and
Candlewood Hotels.
Mr. Surma has been a Director of the Company since July 2000. Mr. Surma has
been Vice Chairman and Chief Financial Officer of United States Steel
Corporation, a steel manufacturer, since January 2002. Mr. Surma was Assistant
to the Chairman, USX Corporation from September 2001 to December 2001,
President, Marathon Ashland Petroleum LLC, an energy firm, from January 2001
to April 2001, Senior Vice President--Supply & Transportation of Marathon
Ashland Petroleum LLC from January 2000 to December 2000, President Speedway
Super America LLC, a petroleum product retailer and a wholly owned subsidiary
of Marathon Ashland Petroleum LLC, from September 1998 to December 1999, and
prior thereto was Senior Vice President--Finance of Marathon Oil Company, an
energy firm. Mr. Surma is also a director of the United States Steel
Corporation.
Mr. Weil has been a Director of the Company since its formation in 1985. Mr.
Weil is a retired partner of the law firm of Reed Smith LLP, which provides
legal services to the Company.
Mr. Yohe has been a Director of the Company since December 1995. Until March
1994, when he retired, Mr. Yohe was Vice Chairman of Olin Corporation, a
producer of chemicals, microelectronic materials, metals, sporting ammunition
and defense and aerospace products. Mr. Yohe is also a director of Airgas,
Inc., Marsulex, Inc. and The Middleby Corporation.
8
EXECUTIVE COMPENSATION
In 1985 the Board of Directors created a Compensation Committee, consisting of
at least three Directors who are not employees of the Company. One of the
functions of the Compensation Committee is to review the compensation of the
Company's executive officers and methodology from which such compensation is
derived. The Compensation Committee then makes recommendations to the Board of
Directors on such matters, except for the granting of stock options, which is
done by the Committee alone.
The following is the report of the members of the 2001 Compensation Committee,
Messrs. Cruickshank (Chairman), Schofield and Surma, concerning 2001
compensation of the Company's executive officers.
Compensation Committee Report on Executive Compensation
General policies with respect to executive compensation
-------------------------------------------------------
The Compensation Committee's policies with respect to executive compensation
are intended to achieve three principal goals.
First, they are intended to create base compensation levels sufficient to
attract and retain talented and dedicated executive officers. To accomplish
this, the Committee periodically compares the Company's base salaries with
those currently paid for similar positions by other companies. The Committee
also reviews the total compensation package available to executive officers to
ensure it remains competitive.
Second, the compensation policies are intended to provide a direct link
between both individual performance and performance of the Company as a whole,
with the officer's compensation. This is done through bonuses available to
executive officers.
Third, the compensation policies are intended to provide executive officers
with the opportunity to acquire an equity stake in the Company through the
granting of stock options. These options are granted at full market prices and
with delayed vesting provisions.
The Committee's general philosophy is that salaries for the Company's
executive officers should be somewhat less than the median salaries paid by
other companies for comparable positions, so that the potential compensation
of an executive officer in a particular year will be more heavily weighted
toward incentive compensation such as bonus and stock options.
Compensation in 2001
--------------------
Salary. Base salaries are designed to be at levels at or slightly below those
of executive officers of comparable companies. The Committee considers a
number of factors in its discretion and does not determine base salaries
solely by any formula or objective basis. The Committee also uses outside
consultants from time to time in this area.
In 2001, the Committee reviewed the salaries of the executive officers and
recommended adjustments from 0% to 9%.
Bonus. In late 1999, the incentive compensation system was modified to provide
a more direct link between the employees bonus and performance. The new
compensation system is based on both economic profit and individual
performance. In this context, economic profit is defined as "Net Operating
Profit After Taxes" (NOPAT) compared to the "Cost of Capital Employed".
Economic profit is measured at various levels in the corporation and the
objective is to link changes in economic profit with executive bonuses. In
addition, individuals also have specific performance objectives that influence
their bonus. The interaction of economic
9
profit and individual performance determines an employee's bonus. Based on the
performance of the Company and the individual being evaluated, the Committee
granted the bonuses set forth in the summary compensation table in 2001. In
2001, the incentive compensation system was expanded to include all salaried
employees.
Stock options. Under the terms of the Company's Stock Option Plan adopted in
1985, the Committee determines which employees will be granted stock options,
the number of options granted, the rate and period of vesting, and other
relevant terms.
In determining whether to grant options, the Committee takes into account the
number of outstanding options, the market price of the Company's Common Stock,
the performance of the Company and its prospects, potential dilution which
could result from exercise of options and the benefits of linking the
employees' incentive to the market price of the stock. These matters are at
the discretion of the Committee, and are not determined by any formula or
weighting of particular factors.
In determining whether to grant options to a particular individual, the
Committee considers the individual's level of responsibility, the relationship
between successful individual effort and Company results, incentive
compensation available from other companies, the number of unexercised options
held by the individual, and other relevant factors.
In 2001, the Committee granted 619,700 options to employees. Executive
officers (other than Mr. Cederna) received a total of 160,000 options which
currently remain outstanding.
The Stock Option Plan makes stock appreciation rights, payable in cash, and
restricted shares available for grant, but the Committee has not granted any.
Compensation of the chief executive in 2001
-------------------------------------------
In April 1999, the Company hired James A. Cederna as President and Chief
Executive Officer. Under the terms of his employment agreement, Mr. Cederna
receives a base pay of $500,000. Based upon results under the Company's
economic profit plan, Mr. Cederna was paid a $75,000 bonus for 2001. Also
under the terms of his employment agreement, Mr. Cederna received 100,000
stock options, one fourth of which vested immediately and the remainder of
which vest over a three-year period. These options reflect the Committee's
desire to link a major portion of Mr. Cederna's future compensation to
increases in the market price of the Company's Common Stock and thus directly
benefit stockholders.
Tax policy
----------
If an executive officer's compensation from the Company were to exceed $1
million in any taxable year (which the Committee does not now expect), the
excess over $1 million, with certain exceptions, would not be deductible by
the Company, under Section 162(m) of the Internal Revenue Code of 1986, as
amended. The Committee is aware of this rule, and will take it into account if
the $1 million limit is ever applicable. One exception to the disallowance of
such deductions under Section 162(m) involves compensation paid pursuant to
stockholder-approved compensation plans that are performance-based. The
Company's Stock Option Plan contains provisions which are intended to cause
grants of stock options under such plan (after April 1999) to be eligible for
this performance-based exception (so that compensation upon exercise of such
options should be deductible under the Code). Payments of cash compensation to
executives (and certain other benefits which could be awarded under the plan,
such as restricted stock) are not at present eligible for this performance-
based exception.
ROBERT W. CRUICKSHANK (Chairman)
SETH E. SCHOFIELD
JOHN P. SURMA
10
Summary Compensation Table
Annual Compensation
-----------------------------------------------
Other
Name and Principal Annual All Other
Position Year Salary ($) Bonus ($) Compensation ($)(1) Compensation ($)(2)
------------------ ---- ---------- --------- ------------------- -------------------
James A. Cederna 2001 500,004 75,000 56,805 1,242
President and 2000 500,004 0 86,254 810
Chief Executive
Officer(3) 1999 352,566 732,813(4) -- 141,659
William E. Cann 2001 214,008 16,050 19,108
Senior Vice President, 2000 211,674 0 -- 62,103
Chief Financial
Officer(5) 1999 50,001 0 -- 0
Joseph A. Fischette 2001 215,268 16,050 -- 0
Senior Vice President, 2000 215,268 0 -- 0
General Counsel and
Secretary 1999 213,637 0 -- 0
Robert P. O'Brien 2001 175,356 13,200 -- 862
Senior Vice President, 2000 165,360 0 -- 862
Engineered Solutions
Platform 1999 143,000 0 -- 0
John S. Stanik 2001 163,755 12,000 -- 0
Senior Vice President, --
Produce Products and
Technology --
--------
(1) Consists of, among other things, the following other annual compensation:
reimbursement of personal financial advisor expenses of $26,150 in 2001
and $31,743 in 2000, and tax gross-up on other annual compensation of
$25,704 in 2001 and $35,632 in 2000.
(2) Consists of premiums paid by the Company on term life insurance policies
on the lives of the named individuals, except for (i) Mr. Cederna, which
includes taxable reimbursed relocation expenses of $141,659 in 1999 and
(ii) Mr. Cann, which includes taxable reimbursed relocation expenses of
$62,103 in 2000 and $19,108 in 2001.
(3) Mr. Cederna became employed as President and Chief Executive Officer in
April 1999.
(4) Includes a cash bonus of $250,000 and Common Stock issued to Mr. Cederna
upon his employment at the Company then valued at $482,813.
(5) Mr. Cann became employed as Senior Vice President and Chief Financial
Officer in October 1999.
11
Option/SAR Grants in Last Fiscal Year
Individual Grants
------------------------------------------------ Potential Realizable
Value at Assumed
Number of % of Total Annual Rate of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise or For Option Term
Options/SARs Employees in Base Price Expiration ---------------------
Name Granted (#) Fiscal Year ($/sh) Date 5% ($) 10% ($)
---- ------------ ------------ ----------- ---------- --------- -----------
James A. Cederna........ 100,000 12.8% $7.29 4/1/11 $ 458,000 $ 1,162,000
William E. Cann......... 36,000 4.6 7.81 1/24/12 176,760 448,097
Joseph A. Fischette..... 24,000 3.1 7.81 1/24/12 24,120 204,840
Robert P. O'Brien....... 50,000 6.4 7.81 1/24/12 354,840 731,346
John S. Stanik.......... 50,000 6.4 7.81 1/24/12 354,840 731,346
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Value Options at FY-End (#) Options at FY-End ($)(1)
Exercise Realized ------------------------- -------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
James A. Cederna........ 0 $ 0 375,000 225,000 $665,000 $354,000
William E. Cann......... 0 0 69,500 9,500 79,045 71,485
Joseph A. Fischette..... 0 0 58,000 6,500 18,997 28,525
Robert P. O'Brien....... 0 0 38,500 22,000 52,752 76,320
John S. Stanik.......... 0 0 47,800 31,750 84,822 109,420
--------
(1) Based upon the exercise price of the options and the fair market value of
the Common Stock of the Company as of December 31, 2001.
Employment Agreements
All the executive officers of the Company have entered into employment
agreements with the Company. The agreements generally provide for continued
employment of the officers until terminated by the Company with or without
cause. Officers terminated without cause are entitled to severance
compensation of up to one year's base salary plus equivalent benefits until
the employee is employed by another employer for compensation at least equal
to 90% of his prior compensation at the Company. The agreements provide for a
base salary and for bonus compensation as determined by the Company. The
agreements also contain change in control provisions pursuant to which, if a
change in control (as defined in the agreements) occurs, the employee is
permitted to terminate employment on a date which is within the period
beginning on the first anniversary of such change in control and ending on the
second anniversary. If an employee terminates his or her employment as
provided above, or if the Company terminates the employee other than a
termination for cause within three years after the change in control, the
Company is required to pay severance compensation to the employee for up to 36
months (or, if earlier, until the employee is employed by another employer for
compensation at least equal to 90% of his prior compensation) equal to his or
her monthly compensation (including salary but not bonuses) for the calendar
year immediately prior to termination. In addition, for such period the
employee will receive equivalent benefits as were provided at the time of
termination and any then unvested stock benefits held by the employee will
vest. The agreements also contain confidentiality and non-compete provisions.
12
Mr. Cederna has an employment agreement which provides that he shall be
employed through April 1, 2004. His employment will continue, unless otherwise
terminated in accordance with the agreement, for successive renewal periods of
one year each, commencing on January 1 in each renewal period. If Mr.
Cederna's employment is terminated due to board dissatisfaction or without due
cause, Mr. Cederna is entitled to severance compensation as described below
for a severance period of 24 calendar months, and Mr. Cederna would not be
entitled to acceleration of vesting on any stock benefits then held by him. If
Mr. Cederna's employment is terminated after a change in control, Mr. Cederna
is entitled to severance benefits as described below for a severance period of
36 calendar months, and all stock benefits not vested at the time of
termination would vest. If Mr. Cederna's employment is terminated by Mr.
Cederna following a change in control, then Mr. Cederna is entitled to
severance compensation for a severance period of six calendar months after
such termination, and Mr. Cederna's stock benefits would be accelerated. If
Mr. Cederna's employment is terminated for due cause by the Company, then Mr.
Cederna is not entitled to any severance pay or any acceleration of stock
benefits. If Mr. Cederna's employment is terminated by Mr. Cederna upon a
breach by the Company of the agreement, then Mr. Cederna is entitled to
severance compensation for a severance period of three calendar months, or
through the initial term of the contract, whichever is longer, and Mr.
Cederna's stock benefits would be accelerated. If Mr. Cederna's employment is
terminated by Mr. Cederna for any other reason, then Mr. Cederna is not
entitled to any severance pay or any acceleration of stock benefits.
Severance compensation means, in general, the amount of salary and cash bonus
received by Mr. Cederna for the calendar year immediately prior to the year in
which notice of termination is given. The severance period shall end on the
date, if ever, when Mr. Cederna is employed by another employer for total
compensation equal to at least 90% of his severance compensation. In addition,
during the severance period Mr. Cederna would receive equivalent benefits as
were provided to him at the time of termination. Mr. Cederna's agreement also
contains confidentiality and non-compete provisions.
Mr. Cederna's agreement provides that he shall be entitled to an annual grant
of stock options to purchase 100,000 shares of Common Stock at the fair market
value of such stock on the first business day of April of each year, subject
to customary vesting provisions. In addition, Mr. Cederna's agreement provides
that, in connection with his annual bonus under the Company's Incentive Plan,
the plan will provide that in the case of Mr. Cederna no such bonus is to
exceed 125% of his annual salary.
13
Performance Graph
Comparison of Five-Year Cumulative Total Return*
Among Calgon Carbon's Common Stock, S&P 500 Composite Index,
S&P Chemicals-Specialty Composite Index and Peer Group
[COMPARISON CHART APPEARS HERE]
BASE 1997 1998 1999 2000 2001
------- ------- ------- ------- ------- ------
CALGON CARBON 100.00 90.11 65.18 53.62 53.07 79.90
S&P 500 100.00 133.36 171.48 207.56 188.66 166.24
S&P CHEMICALS 100.00 123.83 105.46 116.73 103.84 97.31
PEER GROUP 100.00 92.96 90.19 92.02 113.45 131.66
* Assumes that the value of the investment in Calgon Carbon Common
Stock and each index was $100 on December 31, 1996 and that all
dividends were reinvested.
The Company historically has used the S&P Chemicals Specialty Composite Index
as a comparative benchmark. This group of companies can generally be described
as companies involved in the manufacture of specialty chemical products. The
Company believes that its core business consists of purifying air, water and
other products. As such, the Company has started using as a comparative peer
group benchmark, the companies included in the Robert W. Baird & Co.
Filtration/Separation Group. The companies included in this group include: BHA
Group Holdings Inc., Clarcor, Inc., Cuno, Inc., Donaldson Co. Inc., Esco
Technologies Inc.,
14
Flanders Corp., Ionics, Inc., Lydall, Inc., Millipore Corp., Osmonics Inc.,
and Pall Corp. The Company believes this peer group better mirrors the
Company's current and future core business activities of concentration,
separation and purification.
Pension Benefits
The Company's Retirement Plan for Salaried Employees is a non-contributory
defined benefit pension plan. In addition, the Company has a Supplemental
Retirement Plan, which is applicable to certain employees selected by the
Board of Directors, designed to supplement retirement benefits under the
Retirement Plan for Salaried Employees which have been limited by various
Internal Revenue Code provisions. At present no executive officers participate
in such Supplemental Retirement Plan. The following table shows the estimated
annual pension benefits which would be payable under the above-stated plans in
the form of a single life annuity, for various levels of average annual
compensation and years of service, based upon retirement at age 65 in the
calendar year 2001, before any reduction to take account of benefits payable
by the Company's former owner, Merck & Co., Inc. (by agreement with Merck,
benefits payable under Company plans are reduced by the benefit amounts
payable to the individual by Merck, which are computed utilizing a 2.5%
compensation increase assumption).
Average annual
compensation for highest
five consecutive years Annual benefits for years of service (1)
in 10-year period -----------------------------------------------------
preceding retirement 15 years 20 years 25 years 30 years 35 years
-------------------- -------- -------- -------- -------- --------
$150,000 $ 32,925 $ 43,900 $ 54,875 $ 65,850 $ 76,825
200,000 44,550 59,400 74,250 89,100 103,950
250,000 56,175 74,900 93,625 112,350 131,075
300,000 67,800 90,400 113,000 135,600 158,200
350,000 79,425 105,900 132,375 158,850 185,325
400,000 91,050 121,400 151,750 182,100 212,450
450,000 102,675 136,900 171,125 205,350 239,575
500,000 114,300 152,400 190,500 228,600 266,700
--------
(1) Under Section 415 of the Internal Revenue Code of 1986, the amount of
annual benefits which may be paid under the Retirement Plan for Salaried
Employees to any employee may not exceed $160,000 during 2002 and $140,000
during 2001 and under Section 401(a)(17) of the Code the amount of annual
compensation of each employee taken into account under such plan for any
year may not exceed $200,000 during 2002 and $170,000 during 2001. These
limitations have not been reflected in the table.
Other than the reduction with respect to Merck benefits discussed above, the
benefits payable under the plans are not subject to any deduction for Social
Security or other offset amounts. Covered compensation for purposes of the
chart above includes salary and incentive awards which are reported in the
"bonus" column of the summary compensation table. As of December 31, 2001,
Messrs. Cederna, Cann, Fischette, O'Brien and Stanik had two, two, 22, 28 and
10 years of service, respectively, under the plans. Pursuant to his employment
agreement, Mr. Cederna is entitled to retirement income under the plan, when
combined with amounts then payable to Mr. Cederna under the retirement plans
of former employers of Mr. Cederna, equal to the retirement income he would
have received under the plan (without the application of any maximum amount of
retirement income specified in the plan) if his years of credited service
under the plan had included the years of his full-time employment by such
other employers.
15
INDEPENDENT AUDITORS
Report of the Audit Committee
Under the charter of the Audit Committee adopted by the Board of Directors in
1999 and reviewed annually, the Committee's mission is to be the principal
means by which the Board of Directors oversees management's preparation and
public disclosure of financial information about the Company. The objective is
to make available to the public financial statements and other financial
information of high quality, accurate, complete, timely, fairly presented, and
complying with all applicable laws and accounting standards.
In overseeing the audit process for the year 2001, the Audit Committee
obtained from Deloitte & Touche LLP, the Company's independent auditors, their
letter required by Independence Standard No. 1, "Independence Discussions with
Audit Committees," describing all relationships between the auditors and the
Company that might, in their opinion, bear on their independence. In that
letter Deloitte & Touche LLP stated that in their judgment they are, in fact,
independent. The Committee discussed with the auditors the contents of that
letter and concurred in the judgment of independence.
The Committee reviewed with the auditors their audit plan, audit scope and
identification of audit risks. Subsequently, the Audit Committee reviewed and
discussed the audited financial statements of the Company as of and for the
year ended December 31, 2001, first with both management and the independent
auditors, and then with the auditors alone. This discussion covered the
quality, not just the acceptability, of the Company's financial reporting
practices and the completeness and clarity of the related financial
disclosures. The Committee also received and discussed, with and without
management present, all communications from Deloitte & Touche LLP required by
generally accepted auditing standards, including those described in Statement
on Auditing Standards No. 61, "Communications with Audit Committees."
The Audit Committee then recommended to the Board of Directors that the
audited financial statements be approved by the Board, be included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001, for
filing with the Securities and Exchange Commission, and be included in the
Company's annual report to stockholders for the year 2001.
In periodic meetings with the Company's financial management and the
independent auditors, the Audit Committee discussed and approved quarterly
interim financial information prior to its release to the public. The
Committee also performed the other functions required of it by its charter.
Management, not the Audit Committee, has the principal responsibility for
maintaining adequate internal controls and information reporting systems, and
for preparing financial statements and other reports to the public and to
regulatory bodies. Similarly, professionally trained personnel of the Company,
or of accounting firms and law firms retained for the purpose, are primarily
responsible for compliance with legal and accounting standards. The
independent auditors are responsible for auditing the annual financial
statements and reviewing the quarterly financial information.
HARRY H. WEIL, CHAIRMAN
NICK H. PRATER
JULIE S. ROBERTS
On April 7, 2000, the Board of Directors of the Company, upon recommendation
of the Audit Committee, approved the dismissal of the Company's independent
accountants, PricewaterhouseCoopers LLP ("PWC") to be effective immediately.
16
The audit reports of PWC on the Company's financial statements as of December
31, 1999 and 1998 and for the years then ended did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. In connection with the
audits of the Company's financial statements as of December 31, 1999 and 1998
and for the years then ended and through the date of this report, the Company
believes there were no disagreements (as defined in Item 304 of Regulation S-
K). PWC believes that discussions surrounding two potential charges to the
Company's restructuring reserve, which were never recorded, constitute a
disagreement as defined in Item 304 of Regulation S-K. With the exception of
this difference of opinion, there were no issues with PWC on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which matters, if not resolved to the
satisfaction of PWC, would have caused PWC to make reference to the matter in
its reports on the financial statements for such years. The Company's Audit
Committee was informed by PWC about the discussions related to the
restructuring reserve. PWC stated that they agreed with the accounting for the
final restructure reserve. The Company has also authorized PWC to respond
fully to any and all inquiries of the successor accountant.
During the years ended December 31, 1999 and 1998 and through April 7, 2000,
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
Current Independent Auditors
On April 7, 2000, the Audit Committee recommended and the Board of Directors
approved, the retention of Deloitte & Touche LLP as its new independent
accountants for the year ending December 31, 2000. During the years ended
December 31, 1999 and 1998 and through April 7, 2000, neither the Company nor
anyone else on its behalf consulted Deloitte & Touche LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Deloitte & Touche LLP audited the financial statements of the Company and its
subsidiaries in 2001. Representatives of Deloitte & Touche LLP are expected to
be present at the Annual Meeting. They will have the opportunity to make
statements if they desire to do so and will be available to respond to
appropriate questions.
Certain Fees
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu and their respective affiliates (collectively
"Deloitte") for professional services rendered for the audit of the Company's
annual financial statements for the fiscal year ended December 31, 2001 and
for the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q for 2001 were $263,000.
Financial Information Systems Design and Implementation Fees
The aggregate fees billed by Deloitte for professional services rendered for
information technology services relating to financial information systems
design and implementation for the fiscal year ended December 31, 2000 were
$235,000.
All Other Fees
All other fees billed by Deloitte for the fiscal year ended December 31, 2001
were $637,000, including audit related services of $126,000 and other non-
audit services of $511,000. Audit related services generally include fees for
statutory audits, employee benefit plan audits and accounting consultations.
Other non-audit services generally include tax advice and tax return
assistance.
The Audit Committee believes that the provision of the above services by
Deloitte is compatible with maintaining Deloitte's independence.
17
VOTE REQUIRED
The two nominees for election as Directors in the Class of 2005 at the Annual
Meeting who receive the greatest number of votes cast for the election of
Directors of their class at that meeting by the holders of the Company's
Common Stock, present in person or represented by proxy at the meeting and
entitled to vote at that meeting, a quorum being present, shall become
Directors at the conclusion of the tabulation of votes.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented to
the Annual Meeting of Stockholders. If any other matters properly come before
the meeting, however, the persons named in the enclosed form of proxy will
vote the proxy in accordance with their best judgment.
STOCKHOLDER PROPOSALS
If any stockholder wishes to present a proposal to be acted upon at the 2003
Annual Meeting of Stockholders, the proposal must be received by the Secretary
of the Company by November 22, 2002 to be considered for inclusion in the
Company's Proxy Statement and form of proxy relating to the 2003 Annual
Meeting. The 2003 Annual Meeting is tentatively scheduled for April 22, 2003.
Section 1.08 of the By-laws of the Company requires that any shareholder
intending to present a proposal for action at an Annual Meeting must give
written notice of the proposal, containing the information specified in such
Section 1.08, so that it is received by the Company not later than the notice
deadline determined under such Section 1.08. This notice deadline will
generally be 60 days prior to the anniversary of the date of the Company's
Proxy Statement for the Annual Meeting for the previous year, or January 21,
2003 for the Company's Annual Meeting in 2003. Any shareholder proposal
received by the Secretary of the Company after January 21, 2003 will be
considered untimely under Rule 14a-4(c)(1) promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
Joseph A. Fischette
Secretary
March 22, 2002
18
CALGON CARBON CORPORATION
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting of the Stockholders April 23, 2002
P James A. Cederna and Joseph A. Fischette, or either of them, are hereby
appointed proxies for the undersigned, with full power of substitution,
R to vote all the shares of Common Stock of Calgon Carbon Corporation
(the "Company") which the undersigned may be entitled to vote at the Annual
O Meeting of Stockholders of the Company scheduled for April 23, 2002, and
at any adjournment thereof, as directed on the reverse side of this proxy
X card and, in their discretion, on any other matters which may properly come
before the meeting.
Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be
voted as specified on the reverse side hereof. If not specified, the
shares represented by this proxy will be voted FOR proposal 1.
Please mark, sign and date this proxy card on the reverse ---------------
side hereof and return it in the enclosed envelope. | SEE REVERSE |
| SIDE |
---------------
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
Annual Meeting of Stockholders
of
Calgon Carbon Corporation
April 23, 2002
1:00 P.M.
Company's Office
400 Calgon Carbon Drive
Pittsburgh, Pennsylvania
[X] Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR proposal 1.
--------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR proposal 1.
--------------------------------------------------------------------------------
1. To elect FOR WITHHELD The nominees are:
Directors for [_] [_] Seth E. Schofield
the class John P. Surma
of 2005.
For, except vote withheld from the following nominee(s):
-------------------------------------------------------
YES NO
I plan to attend the [_] [_]
annual meeting.
SIGNATURE(S) DATE
--------------------------------------------- --------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
Calgon Carbon Corporation
Please sign, date and return your proxy in the
enclosed envelope.