SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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SPX Corporation
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SPX Corporation issued the following two press releases on December 10,
2004.
[GRAPHIC OMITTED: SPX LOGO]
Contact: Jeremy W. Smeltser (Investors)
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX NAMES TWO TO FINANCE LEADERSHIP POSITIONS
CHARLOTTE, NC - December 10, 2004 - SPX Corporation (NYSE:SPW)
today announced that it has named Michael Reilly as Corporate Controller
and Chief Accounting Officer, with responsibility for the company's SEC
reporting, accounting and compliance. The company also named Jeremy
Smeltser as Director of Corporate Finance. Mr. Smeltser will continue to
lead the company's investor relations efforts and add responsibility for
SPX's global treasury and financial planning activities.
Mr. Reilly joined SPX Corporation in May 2004 as Assistant
Corporate Controller. Prior to joining SPX, he was Vice President and
Controller for Kyrus Corporation based in Greenville, South Carolina.
Previously he was Director of Corporate Accounting & Analysis with Sterling
Diagnostic Imaging. His background also includes 11 years of public
accounting experience with Deloitte & Touche. Mr. Reilly holds a Bachelor
of Business Administration degree in accounting from Loyola College of
Maryland and is a certified public accountant.
SPX's Chief Financial Officer, Patrick J. O'Leary said, "Mike has
been a key addition to the team. In September, when we asked Mike to take
on the additional responsibilities as interim controller, he successfully
tackled the challenge. His knowledge and strong leadership are an asset to
the team and will continue to serve SPX well."
Mr. Smeltser joined SPX in September 2002 as Manager of Financial
Planning and Analysis after working in public accounting for five years,
most recently with Ernst & Young. In June 2003 he became head of the
company's investor relations activities. A graduate of Northern Illinois
University, he holds a Bachelor of Science degree in accounting and is a
certified public accountant.
"Jeremy has done an outstanding job leading our investor
relations efforts over the past year and a half. His knowledge and
experience will be invaluable as he takes on the additional
responsibilities for financial planning and treasury," said Mr. O'Leary.
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
SPX Corporation shareholders are strongly advised to read the
proxy statement relating to SPX Corporation's 2005 annual meeting of
shareholders when it becomes available, as it will contain important
information. Shareholders will be able to obtain this proxy statement, any
amendments or supplements to the proxy statement and any other documents
filed by SPX Corporation with the Securities and Exchange Commission for
free at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, SPX Corporation will mail the proxy
statement to each shareholder of record on the record date to be
established for the shareholders' meeting. Copies of the proxy statement
and any amendments and supplements to the proxy statement will also be
available for free at SPX Corporation's Internet website at www.spx.com or
by writing to Investor Relations, SPX Corporation, 13515 Ballantyne
Corporate Place, Charlotte, North Carolina 28277, telephone (704) 752-4400.
SPX Corporation, its executive officers and directors may be
deemed to be participants in the solicitation of proxies for SPX
Corporation's 2005 annual meeting of shareholders. Information regarding
these participants is contained in a filing under Rule 14a-12 filed by SPX
Corporation with the Securities and Exchange Commission on December 9,
2004.
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[GRAPHIC OMITTED: SPX LOGO]
Contact: Jeremy W. Smeltser (Investors)
704-752-4478
E-mail: investor@spx.com
Tina Betlejewski (Media)
704-752-4454
E-mail: spx@spx.com
SPX AMENDS MANAGEMENT RESTRICTED STOCK PROGRAM
Retains Consulting Firm to Conduct Independent Comprehensive Review of
Executive Compensation
Removes Directors From EVA-Based Compensation
CHARLOTTE, NC - December 10, 2004 - SPX Corporation (NYSE: SPW)
today announced that its Board of Directors, as part of its continuing
review of the company's compensation plan, has amended SPX's management
restricted stock and director compensation programs.
The Board has established the S&P 500 index as an objective
benchmark for the vesting of restricted stock. The Board has also retained
Watson Wyatt Worldwide, a leading compensation consulting firm, to conduct
an independent and comprehensive review of the company's compensation
program. The review will commence immediately.
The Board will institute performance thresholds for vesting of
restricted stock and restricted stock units awarded to SPX employees in
2005 and future years. For the nine-member senior management group, this
vesting will be based on SPX shareholder return versus the S&P 500. The
share grant will vest if the company outperforms the S&P 500 on an annual
basis. In the event the share grant does not vest in any year, SPX
shareholder return versus the S&P 500 for the cumulative periods will serve
as the basis for vesting. For all other recipients, vesting will be based
on the achievement of either Economic Value Added(R) (EVA) performance
targets or SPX shareholder return versus the S&P 500. The Board believes
that providing employee and officer grants at a fixed number of shares
(rather than shares worth a specified dollar value) aligns their interests
with those of all shareholders, thereby presenting a strong incentive to
enhance shareholder value.
The Board has also decided to remove Directors from its current
EVA-based compensation plan. Beginning on January 1, 2005, Directors will
receive a flat fee annual retainer of $60,000 and 2,500 shares of phantom
equity with a three-year vesting period based on SPX shareholder return
versus the S&P 500. In years in which SPX outperforms the S&P 500,
Directors will receive cash equivalent to the fair market value of the
portion of the phantom equity vesting in that year.
As previously announced, the nine members of the senior
management team will forego any bonus payments for 2004, including payments
of previously earned amounts from EVA bonus banks. In addition, four
members of the SPX management team have elected to voluntarily surrender
2.5 million outstanding "out-of-the-money" stock options granted to them in
August 2000.
SPX Corporation is a global provider of technical products and
systems, industrial products and services, flow technology, cooling
technologies and services, and service solutions. The Internet address for
SPX Corporation's home page is www.spx.com.
Certain statements in this press release are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created thereby.
Please refer to our public filings for a discussion of certain important
factors that relate to forward-looking statements contained in this press
release. The words "believe," "expect," "anticipate," "estimate,"
"guidance," "target" and similar expressions identify forward-looking
statements. Although the company believes that the expectations reflected
in its forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.
SPX Corporation shareholders are strongly advised to read the
proxy statement relating to SPX Corporation's 2005 annual meeting of
shareholders when it becomes available, as it will contain important
information. Shareholders will be able to obtain this proxy statement, any
amendments or supplements to the proxy statement and any other documents
filed by SPX Corporation with the Securities and Exchange Commission for
free at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, SPX Corporation will mail the proxy
statement to each shareholder of record on the record date to be
established for the shareholders' meeting. Copies of the proxy statement
and any amendments and supplements to the proxy statement will also be
available for free at SPX Corporation's Internet website at www.spx.com or
by writing to Investor Relations, SPX Corporation, 13515 Ballantyne
Corporate Place, Charlotte, North Carolina 28277, telephone (704) 752-4400.
SPX Corporation, its executive officers and directors may be
deemed to be participants in the solicitation of proxies for SPX
Corporation's 2005 annual meeting of shareholders. Information regarding
these participants is contained in a filing under Rule 14a-12 filed by SPX
Corporation with the Securities and Exchange Commission on December 9,
2004.
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