Document 6bzzveE575EeD8OxDb2JVa6b4

KZHUTES C? THE WAL KEB7ZEG 0? THE BOARD 0? DIRECTORS OF THE GLIDDEW COMPANY 397X Minutes of the Annual Meeting of the Board of Directors of The Glidden Company held in the Directors Room of the offices of the Cos^aay, 9D0 Union Cocaaerce Building, Cleveland, Ohio, on Thursday, December 10, 1964 at 11:30 o'clock a.ta. The following Directors were present: Dwight P. Joyce B. H Mascey John H* Weeks Robert D. Homer William G. Phillips George W* Haloey George S. Warner William P. Smith Paul W Reldhardt William A. Blttenbender Raymond Q. Analngton Hr* Richard W. Turk did not attend the meeting* Hescre. R. E. Dorfmeyer, Vice President--Corporate Development, R. W. Patterson, Treasurer and D, B. Erskino, Controller were also present at the invitation of the Chairman. Hr. Joyce, Chairman, presided and Hr. Richard K, Dutton, Secretary re corded the minutes* Copies of the minutes of the Kovember meeting of the Board having been mailed to each director, the Directors, on motion made and seconded, unanimously agreed to dispense with the reading of tha minutes, which were approved in the fora received by them* On motion cade and seconded, the Directors unanimously approved action taken by the Executive Cessnittee since the November meeting of the Board, as re ported in copies of minutes of tha Executive Cossnittee meetings mailed to each director* The Chairman announced that the meeting would proceed with the election of officers end that nominations would be received* The following officers of the G1 DC O6597 lo/in/feA. 397 2 Company were nominated, and, on motion cade and seconded, unanimously elected to hold office until the next Annual Hooting of Stockholders end until their successors ore elected and qualified: Dwight P. Joyce B* W. Haxoy William G* Phillips George H. Halsoy Robert D. Horner John H. Weeks George S. Warner Foul W. Keidhardt Robert E. Dorfmeyer Richard B. Turk, Sr. Donald E. Erskine Richard K. Dutton Richard W. Pattersoa G. Williams Reid John ? White li. William Peters G. Keith Brevis Chairman of the Board of Directors and Principal Executive Officer Vice Chairman of the Board of Directors end Tice President-Finance President Senior Vice President and Vice PresidentChemicals Group Vice President-International Group Vice President-Personnel Vice President-Poods Group Vice President-Coatings and Resins Group Vice President-Corporate Development Vico President Controller Secretary and General Counsel Treasurer Assistant Secretary Assistant Secretary Assistant Treasurer Assistant Treasurer The Chairman announced that he had appointed the following persons to the offices specified, which appointments were, on motion made and seconded, unanimously approved by the Directors: Robert L. Loson George ?. Atkinson Paul D. Burst). William L. Rodich Jamas C. Rankin Robert P. T. Young Walter C. Mitchell Karl Turk, Jr. Herbert Turk, Sr. George S. Forbes Janes L. Beauchamp Borman F. Wingor Vice President-Purchasing Vice President-Institutional and Industrial Products Division-Foods Group Vico President Vico PresidentjOperationo-Chemicals Group Vice President'Marketing-Chemicale Group Vice President^Organic Chemicals DivisionChemicals Group Vico President, Pigments & Colors DivisionChemicals Group Vice President-General Manager, Femco DivlslonCbeoicals Group Vice President, Attaintstration-PcECO DivisionChemicals Group Vice FresldentjOperstions-Coatlngo and Resins Group Regional Vice President-Coatings and Resins Group Regional Vice President-Coatings and Resins Group GIDC0P598 12/10/64 ircBOUweeaf**! 3 97 3 Robert B, Simpson . - Thoiaas H. Aroel John H. Lathe, Jr Richard H. Stephana Ronald C. Disney Bernard R. Kraehin Theodore W. Jones Regional Vice President-Coatings and Resins Group Regional Vice President-Coatings and Resins Group Regional Vice President-Coatings and Resins Group Regional Vice President-Coatings and Resina Group Vice President-Gates Engineering DivisionCoatings and Resina Group Vice President-Macco Chemical Division- Coatings and Resins Group Assistant General Counsel The following Directors were nominated and, on notion made and seconded. were unanimously elected to serve as regular end alternate Berbers of the Executive Committee, the alternate cambers to serve respectively in the order of their election in the absence of one or taore of the regular taet&ers of the Committee from any stsotlng: Dwight P. Joyce, Chairman B W. Maxey William G. Phillips Robert D. Homer John H. Weeks George H, Halsey (First Altemec) Paul W. ROidhorde (SecondAlternate) George S. Warner (Third Alternate) Cfei motion cade and seconded, the following persons were unanimously elected to servo as members of the following designated Committees: E030S CO&SflETTO John H. Weeks, Chairman B. W. toy Richard H* Turk, Sr. Paul W* Kaidhsrdt William ?. Smith Secretary Richard w. Patterson STACK OmOH CO^THOT John II. weeks. Chairmen B. W. tSaxQy Richard H. Turk, Sr. Paul W. Keidhardt William ?. Smith Secretary - Richard W. Patterson 12/10/64 G|-f)008599 >cMtut^.^Mur7iriu.uisr^agfui^'>i aay.> 3974 ' * BRANCHES CCMSITTEg Paul W. Keidhardt* Chatman Robert E Dorfmeyer William D, Kinaell, Jr* Alton H. Clark Janes K. Stalkor Charles ?, 71t2$erald G. tfillians Sold (secretary) William A, Bruning (Alternate) The Chairman announced that he had appointed the following management cotoalttees to serve until the nest Annual Meeting of the Directors* These appoint cents were* on motion made end seconded* unanimously approved by the Directors: mrzsrm& cma?mz-smm.T ban s B. W* Kaxey* Chairman William a. Phillips Robert D. Borner William P. Smith John Rft Week Secretary - Richard w Patterson jfc5fc$ John B. Weeks* Chairman B* W Maxey Richard B. Turk* Sr. Richard K. Dutton Richard W. Patterson Walden E, Van Fleet Jack B* Bredt (Secretary) William G. Phillips* Chairman B. W* Maxey George M. Halsey Paul W. Weidhardt William A. Blttenbeader Robert P. T. Yousg Secretary * Robert E. Dorfmsyar mmzjmmxmz Morton B. Douthitt* Chairman William A. Bittesbendar Harris G Beck Carl Bordenca Charles E. Carney Gerald G. Chris eeaaen Arthur C Dreshfiold Gt P008600 12/10/64 pat bs it cmsmB& <contfd.) Richard K. Dutton Barry J# Kiefor, Jr. John V* tuck George H. Spencer-Strong Secretory - Harold H. Baum rase Merten R. Douthitt, Chairman Richard K. Dutton Harris G. Beck John P. White msgmjssm John B* Weeks, Chairman Paul W, Roidhardt William A. Bittenbender Raymond Q. Armington Richard W. Patterson (Secretary) E. Dale Plttsoan, Chairman James C. Rankin Robert L. Lechner John 7. Sullivan Tully H Turney 70RB1CB TRADEMARK C059gTTKE Horton H. Douthltt, Chatman Barrie G. Beck Howard A. Shelley Francis B. Kayars Richard W. Patterson Charles E* Carney (Secretary) Roger H Burgess, Chairmen Theodore M* Steppart Ttilly H* Turney Wylie C. Kirkpatrick Clinton R* Ruadell (Secretary) Bays M. Hunter (Alternate) 3975 Gl 0008601 12/10/64 397 6 Roger H Burgcoe, Chairman Andrew G. Engatroa John F. Sullivan Daniel C. Funk Wylie C. Kirlspatrick Bays M. Huntor (Alternate) mmxczm urocEgiy Dvight P. Joyce B. W Hasey William G. Phillips Secretary - Richard W, Patterson Legal Adviser - Bichard K. Dutton The Chairman discussed matters considered at the Management Meeting held the preceding day and reported on the profit outlook and Objectives of the Ce&pany in general. Mr. Phillips, President, reported on eba operating results of and outlook for the Company*s various Groups. fcfcr. Maxey, Vice President-Finance, ce&s&nted briefly on current earnings, emphasising that final figures were not presently available. After carefully considering the Company's financial position, current business trends, anticipated future profits, and other factors, the Directors, on ration unde and seconded, unanimously RESOLVED, that a quarterly dividend of 53-1/3$ per share be end it hereby is declared upon the outstanding $2*125 Cumulative Preferred Stock of this Company, payable February 1, 1965, to stockholders of record at the closo of business, January 15, 1965, and that the Treasurer be and he hereby is authorized and directed to pay said dividend on the date specified. The President reported on the reconracndations of management concerning the following capital expenditures which had been considered at the Management Haeting the preceding day and which were, on motion asde and seconded, unanimously approved by the Directors: Gi-f>008602 12/10/64 r v 3977 - 50%-6 in the amount of 9220,000 covering tho purchaoe of land for a warehouse building In San Juan, Puerto Rico and P?E in the amount of $360,000 covering the purchase of additional land, pursuant to the proposal and SARe corering this project, approved by the Directors, September 29, 1964. On cotton mode end seconded, the Directors unanimously approved a pro* possl for the acquisition of tho business end certain assets of Pinturas Lisaso, S.A., In Jxonterrey, Mexico, manufacturer of trade sales md industrial maintenance paints in Mexico. The proposed acquisition vas recomaendcd in a nssorandura of Mr. Phillips, dated Decetrber 3, 1964, to which was attached a neseronduat of Mr* Homer, Vice Prcsldcafc~*Xnternatiocal Group, dated Deceober 1, 1964, addressed to the Chairman, copies of which had been furnished to each director, sotting forth the details as to the proposed acquisition. Tba Directors also unanimously approved PFE 526*31 in the amount of $159,000 covering the purchase of the fixed assets and inventories of Pinturas bimsa, additional machinery, equipment, furniture and fixtures, and for the operation of tho plant as set forth in the proposal. Ihs Directors accepted a report dated December 4, 1964, addressed to the Directors, on the current status and investment performance of the Company's Pension Funds, prepared by Hr. Patterson, SscrQtary**Investseat Cszaoittee*2enefit Plans, a copy of which had been furnished to each director prior to the meeting. The Directors accepted a quarterly report of the Branches Committee, dated December 7, 1964, summarising loaoo cocndtsscats entered into for now Branches during tho period Scptes&er 1, 1964 through Movecber 30, 1964. The Directors reviewed the Secretary's monthly report, dated December 9,1964, on matters on which Directors and Executive Cossittae action had been taken and on which other action was ponding. At 11:45 o'clock a.ei. tho Ejecting was recessed for luncheon and reconvened at 1:45 o'clock p.ta. Gt-000 8603 12/10/64 > 3978 * ' The Chairman discussed with the Directors his recommendation that the Directors consider holding regular Beatings only sir times a year instead of monthly, as at present. Ha stated that in bio opinion all matters involving ioportant poll* cies, decisions and substantial ospendituros could be scheduled for regular meetings and that the Eztscutlve Committed could function for the full Board In the interim. The possibility was also noted of celling special Board of Directors meetings as warranted. Ha ccjsBcmtad on numerous reasons for reducing the nuaber of regular Board tings. Including the ability to obtain outside t&osbers and the creation of oars flexibility as to work and travel plane on the part of inside mashers of the Board. The Chairman stated that the months of February, Kay, August and Koveober, Involving the declaration of quarterly dividends on the Company's Common stock, plus September as a crucial month covering year-end financial figures and proxy material, and December for the Annual Organisational Meeting, appeared to be the cost appropriate times for regular oestings. H requested that the meabers of the Board consider hie reconmendetioa so that It could be acted upon at the January, 1965 meeting. Hr. Phillips presented and the Directors, on rotion made and seconded, unanimously approved a proposal for the acquisition by Industries Glldden do Puerto Rico, lac., the Company*e wholly-owned Puerto Rican subsidiary, of 100% ownership in ?. ft. bra, Inc., the Rato Ray, Puerto Rican paint contracting business instead of the 75% equity interest approved by the Executive Goxoaittee, Hovecber 3, 1964. The basis for the propose! was set forth in a memorandum of Mr. Patterson, dated Deceafeor 8, 1964, addressed to Mr. Phillips, with copies to each director. Mr. Kooks, Vice President--Personnel, stated that at the time Peace Corporation was merged into the Company, the Force Hourly Employees Pension Plan and Trust was continued without change until such time as desired changes could be negotiated with the Onion. He stated that negotiations had now been cospleted, making GI.D008604 12/10/64 3979 it desirable that the forxaor Pesco Plan be merged into The Glldden Company Retirement i Plan Cos Hourly Employees* Ca motion e3<te and seconded, it uao unanimously RESOLVED, that the ctaondmanto eo Th Glidden Coapany Retirement Plan for Sourly Employee in tho fora of the Pesco Appendix, submitted to this mooting, be end they are hereby adopted, effective retroactively no of January 1, 1953; and FURTHER RESOLVED, that the Trust Araendmant Agreement between this Company and the Galon Trust Conyany of Haryland, astanding the Petnco'c Bouriy-Bald Qsployeos Pension Plan and Trust, In the fozn submitted to this mooting, bo and it is hereby approved, effective retroactively as of January 1, 1963; and FURTHER RESOLVED, that the supplement to tho Amended Trust Agree ment between this Company end The Cleveland Trust Cotspany, sub mitted to this mooting, relating to tho Trust in conjunction with tha Company9s Retirement plan for Hourly Employees bo and it here by Is approved effective retroactively as of January 1, 1963; and FURTHER RESOLVED, that the proper officers of this Cospony be and they hereby are authorised to execute such documents and to take such action as may be necessary to carry out these resolutions* The Secretary stated that upon to. Richard H* Turk, $r's retirement from full time service and resignation as Vice President of the Company, effective DeceobQ? 31, 1964, It vas desirable to fls to. Turk's compensation for his services in an advisory and consulting capacity, pursuant to the provisions of Paragraph 2(b) of the &3>loymeat Agreement with Hr* Turk, dated August 29, 1961* Thereafter, on notion made end seconded, the Directors unanimously fixed such condensation. In accordance with the provisions of said Employment Agreement, at Forty Thousand Dollars ($40,000*00) per year, payable la equal semi-monthly installments* Dr* William A* Bitterender, Corporate Director of Research, presented s r oral report on Corporate Research and Development* The Directors discussed the growth of research over tho past five years, the shift in en^hasis from technical service to research and such matters as offensive as opposed to defensive research / CLD008605 12/10/64 r % 3980 end development, The Chsisrsan coa^linented Dr, Bittenbeader on the report and the program end activities of hie Department, There being no ferthor business to eons before the Directors, the naming voe adjourned at 2:50 o'clock sine dios subject to reconvening on the cell of the Chairman, GID008606 12/10/64