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KE3UTHS OP THU AKKUAL HSETinO CP TH2 O0HUD8 8TOCKH01OER3 Of THU OLIPDa COMPANY
Minutes of the Annual Meeting of the Ccesaon Stccktolders of The Glidden Company, held at the principal office of the Company, 1396 Union Cowaeree Building, Cleveland, Ohio, on Thuraday, February 11, 1954 at 10:00 A. M.
The meeting va* called to order by Mr. Adrian D. Joyce, Chairman of the Board of Director*.
At the request of the Chairman, the Secretary of the Company, Mr. Robert D. Boraer, read the notice of the Meeting and submitted an affidavit to the effect that (1) on January 11, 1954, an Annual Report of tne Ooa*any, (f) on January 12, 1954, a notice of the Annual Meeting of the Ccenon Stockholder*, proxy statement dated January 2, 1954, and proxy, had been mailed to each of the Ccaenn Stockholder* of record a* of the closs of business January 12, 1954.
Upon action duly mde and carried, the Secretary's affidavit, together vith a copy of the Potice, Proxy, Proxy Statement for the Meeting, a*d-a copy cC ' the Annual Report and his certificate relative to treasury shares were, ordered annexed to the mimten of the testing and made a part thereof vhich vaa accordingly . dose, the Secretary's affidavit and papers attached thereto being marked "Exhibit A" v and his certificate marked "Exhibit
The Chairman appointed Messrs* George S. Varner,-Milford p. Beaton and Villard P. 8taUelber*r Inspector* to detsrmies tbs maber of Ooumon Shares reprssanUd at the testing e.ud to receive sad count the votes or ballots oast upon all resolution* ehlch might be sutwltted to the Meeting and to anoauaoe the result thereof.
- ftus tecre^try,.temrewpae presented to the Inspectors eoertified list of the hoidere'er^Otemon Atoek of the. Osfiflwgr ee of the does of teatesee
Dr* Inspector* made a canvass of the number of Coupon Share* represented at the Meeting and examined the proxies filed vith the Secretary of the Coepany and a Hat of the holder* of Common Stock of the Company of record at the eloae of bu*inee* Januaryl2, 195k, and reported that there vere present in person and by duly appointed proxies, CoKson Stockholders of record owning 1,766,092 shares. The Inspectors further reported that the total number of shares of the Comoa Stock of the Ocegeay outstanding at the close of business January 12, 195k was 2,291,330, of which 536 vere held, by tic Company as Treasury shares and vere not entitled to vote, and that the holders of a majority amount of the outstanding Common Stock of the Company entitled to voting privileges vere present at the Meeting in person or by proxy.
Upon motion duly made and carried, the report of the Inspectors vu ordered annexed to the minutes of the Meeting and made a part thereof, . which vse accordingly done, the seme being marked "gshibit C.*
The Chairman announced that the stockholder# present In person and by proxy constituted a quot-rc for the transaction of all business which might properly come before the Mseting.
tfpoo motion duly mads, seconded and unanimously carried, the reading of the minutes of the Inst preceding stockholders meeting was dispensed vith and said minatee vere approved.
The Secretary presented the resolution, of the Board of Directors providing for the election of twelve directors of the Ooepeny. Sds resolution , vas identical with the resolution described on pegs S of the froxy Statement attached to the Botioe Of the Meeting. . The Secretary tbereopoh euhnitted the follcmring renolntlog relative to the proposed increase in fc!* ;poeri of hirectori;.
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Phillip*, Willard C. Lighter and Harvey L. Slaughter duly elected Director* of
Tba Olidden Corq>any to hold office for the ensuing year and until their successor*
are elected, and qualified.
The Chatman ordered that the election result Ox the Inspector* be
annexed to the minutes.
The Secretary thereupon submitted the following resolution relative
to the proposed Amendment to tba Amended Articles of The (Hidden Oaep&ayt
RESCLYKD, that Article Third of the Amended Articles of the Company, as heretofore amended, be and the same Is hereby further amended so as to retd 2
"THIRD: The purposes for which it is formed are:
"Manufacturing, processing, refining, buying and telling paints. sod varnishes and all other costing eoenpositloas, chemicals, pigments, a*val stores, and plasties and all allied
products and related sundries. '
"M*nfct^ing, reIiBisg, procuring, baying axi selling and otherwise dealing inaailsnl end vegetable fats and oils; ," food and cereal products and Ingredients; pharmaceutical* and, phnrmaofutical ingredients; animal, poultry, --livestock and . other feeds; feed concentrate* and sisals; and dll other products, bowoiUtiee aaftflyivMtives of agriculture. .
"Exploring fcc>, developing, drilling, mining, milling, concentrating, smelting, distilling, refining, processing, manufacturing, baying and telllog and otherwise producing end
. ; dealiag ln ell klala of .ores, net*1*, "nincrala, petroleue, ;
. v:'*attral, jpu> oils tad all Hs4i fit hydi'oeerbofs and the predicts
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.'toting; be real, 'personal :pf Mimed ijnrcperty -and .any Interest
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the Inspector* receive and count tb* votes vhlch mere emit at th* Jfeeting
vhich was accordingly done, The Inspector* submitted their report certifying
that the holder* of 1,7^,^ sh*re* of Ooowon Stock of the Cong>aiiy bad caat
tbelr ballote in favor of approval of the Aaeadaent to the Amended Article! of
The 01idlen Coqp&ny and that toe holder* of k,*K>5 share! of the Ooaaon Stock
of the Ci<s>any had cast their ballots against approval of the Amendment to the
Amended Articles of The Olidden Company* The Chairman thereupon declared that
the said resolution, having received the affirmative vote of holders of the
majority of the Ooanon Stock interest In th* company, mas duly adopted according
to lav.
The Chairmen reported that the results of th* Company's operations
during the first f*v months of the hev fiscal year mere enccmragii^ il^.that .
sales during this period mere greater tban the atle* for the nan* period daring
tbs fiscal ypsp' aaded October 3ii. 1933;
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the Oniirnta/coagn^
the officer* and executives of the Coepany
for the fine shcylng of all Clvisioas during the 1953 fiataa-yaar.
flensed
briefly current ectivitles of eeveral Division* of the Coegcny and predicted
continued grornth and profitable operations in 195t.
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Tb* 8#cr*tary read a letter received from shareholder Louis 9, Gilbert
jCQwyxdjng. the -nttayweat of the Onupany on -the format of. ite Axus^
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.%iticiii(if ;the. Muttgmetit for..failure to insert comparative figures it the .
iJUaaaai leipcrt' *i faUarp, to have the jm<or'e - report Included in the financial .
statensijrt - adimaeA |o ebareboldera._-She Chairman rcnmes^l^Wle^'od '^w*tiot -
raised by Hr.OlIbert with respaet to (1) advertislag *aff*a41tur*s in 1953 as '
coageure* vith :S$5, (*). an employ** snggietibo system,' webear .of employee*, .aether ' cf ahea^ii^ra^:;'jj[3) ths .(^y tress;bnlldl*>g Wing oomatrvntad by. the' Qanpaay'i.
wholly owned Canadian subsidiary, and (4) whether or not all Division* of the Corap&ny were "In the black." The Chairman stated thet tlie Company would not dlBCloce Information with roepect to advertising expenditures for cosgketltive reasons. Be said that the Company had an e.nployee suggestion systea, and that as of October 31, 3953 it had 6213 employee* and 18,726 shareholders. xnforaatioa concerning The Glidden Company, Licitad's new Canadian buildings was not nods available for the reason that the cost of these buildings was considered a confidential natter which the Chairman did not desire to disclose to com petitors or to the public at thle tine. All Divisions of the Goqpany, he stated, were now "in the black."
The Secretary read a nuhber of letter* received from shareholders cosplisanting the Company upon Its Annual Beport sad eoeusadatory os to Its bnagenent.
Xa response to a request by the Chairman for functions frees stock holders present at the Meting, Its V. V. Haraer, representing She Cleveltnd Trust Company, ashed whether the Company hid paid any excess profits taxes during the year. The Chairma replied that the Ocepsay bed pai# so such taxes end that It was the managsuent's policy to avoid the deposition of excess profits taxes when-, ever possible through planning and careful cdstrsl of advertising aod other expanses which sight he determinative of each tax impositions. Hr. Boomer commended the Oocpany for following foeh a policy.
There being bo further bueiaoss tb c o m before the meeting, the Meeting was, npcu Motioa duly nefle aid secoeded;. eemalaeusly adjoqraed.
EXHIBIT "A" AITIDAVIT Of KMLIBO H0TICFJ9
STATE OTCHIO oanm cr c u ia b o g a
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ROBERT D. BOftKER, being duly sworn, deposes end say* that be
is Secretary of Tbe Olidden Company, a corporation at tbs 8tats of
Ohio; that be caused to be sailed in a securely sealed envelope,
postage prepaid, to each bolder of Oonaos Stock of the Ooepany of record
as of tbe close of business on January 12, 195A, at hie address shown upon
tbe records of the Oonpany, (1) on January 11,
sa Annual Report of the
Company, (*) on January 12, 195A, a notice of tbe aaaaui.1 meting of the
Cornea ttockbolders, proxy etatemut dated January 12, 19$V, and proxy,
all in the ten* hereto attached.
tijsora to before m and subscribed in ay preeetee thia //^day
of F*teirj>.
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GL0016A83 ,.$
EXHIBIT "C
Inspectors* Certificate re 8tock Represented at Annual Meeting of Stockholder* of The Olidden Oonpany
held oa February 11, 19^_______________
Ve, the undersigned, Inspector* at the Annual Meeting f tb* stock-
bolder# of She Olidden Ootepaoy held oa February 11, 1954, haring taken a record
of all bolder* of Or--on Stock of ald Company present in person at *ald meeting.
and haring examined all proxies which had been filed with the Secretary of the
Ccopany, *nd haring exanined a Hat of the bolden# of the Co--ip Stock of the
Ooapeny of record at the close of business January IS, 1954, duly certified by
the Ooe^uty's Transfer Agent, and having exeednad the atatenent of uw Secretary
with ref
to the Oa--w Stock held in the Oosgaay'a <re*ury, do hereby ~
hundred Shlrty^ix {?3&j shared ware held by the Oaspaay as treasury share*
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in Pcrtonj. Von*
Vvu^ber of flhar* H1A
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Pr^*at by Proxyj.
Hama of
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Proxl*
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Adrian D. Joyc* ) IVigJftt P. Joyc* I Paul X. 8pra*u* }
total our*er of shares !**** 111 paraon or by proxy
weaker of Sbar** Bapranted by Proxl* B*U_ 1,766,092
1,766,092
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Tits OUDDSH COKPAKY BAUD*
OS RgSOUUTIOH aSTABLISKim THE WJH3R OP DIRECTORS
We, the under lgned, hereby vote the Cotxaem Stock of The Gildden
Company for which * Lola proxies c stockholder# entitled to vote at the
Annual Meeting of the stockholders of said Cowpany held on February II, l$>5k>
ee follows, to-wit:
1.7^7>553 shares are voted U FAVOR CP and
11,957
shares ere voted AGATK3T
the adoption of the resolution offered at said stockholders' Mating that
) Said Shares voted against the approval of said reec-lntloe ere *o
share* so vpted and said share* voted in.favor of the approval of said
resolution are ao voted pwruant to the authority contained In the proxies
representing the .there*' to 'voted, which either dirott-that the shares .
by reuse** of the
iBBtraetione therein
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XHSPECT0R3' RgPORI WITH RKSPgtT TO BALLOT
u k nmoumoK z&st&umw t h e mma or DiRscroRa
We, the undersigned. Inspector* appointed to act as such at the Annual Meeting of the stockholder* of The Midden Ccopany held on February 11, 195^, do hereby certify that vo received and counted the ballots cast by the stockholder present or represented at such meeting upon the adoption or rejection of a resolution that the Board of Directors of The Oliudea Coep&ay consist of twelve n&mbert, and that the nuaher of votes cast respectively for and against said resolution is as follows, namely:
The votes of 1,7V/,553 shares of toojaon Stock were cast in favor of the adoption of said resolution.
.The votes of 11,957 shares .of Coranon Stock were cast against the adoption of Mid resolution.
- V# do further oertify that said resolution has Hen duly Adopted/ by the tffi^tiip;yote f the holderi of a najority of the outstanding Oamoik' Stock of Ess -01i4d Oea^aay, entitled to vote on eald resolution*
Datedthis lltk day of February, 195k.
BALLOT
FOR DIRECTORS OP T?K 013 PUSH COMPANY
AT ACTUAL K3-rriH0 OF 3T0CKB0LDSR3 KKLD FEBRUARY II f
We, the undersigned, hereby vote all of the shares of the
Cocoon Stock of flbe Glidden Company for which we hold proxies of holders
of record of said Ooetuon Stock, entitled to vote on the election of
Directors st the annual Meeting of the stockholders of said Ooqpasy held
on February 11, 195^> for the election of the following nased persons as Directors of said CXw??any, to wit*
Adrian D. Joyce
Dwight P> Joyce Fanl S. ftprague John A. JVters John P. Jhrth
Alexander 9. Duncan . Beauford V Miksjr , ` . John S. Week* . IkSbert 9, Sorner-
VAUiett 0. FhiUSj* Willard C. UgltAr Harvey X.. Slaughter
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Inspectors' Certificate vitb rapect to Vote on the Election of Director* at Annual Meeting of Stockholders
of The Olldden Co.mpany held oa February .11, \
Cm undersigned, Inspectors at the annual meeting of tba stock* holders of Cm Glidden Coeg>ay held on February LI, 195**, hereby certify that ai said neeting v* conducted a vote by ballot upon the election of twelve (12) Directors of said Gsqpany, and that the result of said vote was aa follows:
......... :j
1.765.993 shares of the concoa stock of the Ooog>say vur* voted lor each of the following nanod twelve (13)
bOHineest
Adrian DV,
'
Dwight P' Joyce .,
Fsal *. . Ifcragud r;
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totoeyi'-p* Barner FtOUfu
Killard C. lighter. Earvejr i>. ainnehter
THS GLIDDEH COKPAVf
BALIOT
OH REBOUfflOS AFFBOVIX? A&KDI&ri TO THE AVKKJ5SD ARTICLES CP THS GLIDDEH COMPAffif
We, the undersigDed, hereby vote the Coroon Stock of The Qliduen
Ooop&ny for which ve bold proxies of stockholders entitled to vote at the
Annuel Meeting of the stockboldars of tali Ooopany held on February 11, 195^, as follow*, to-vit:
l,?5Mlb
shares are voted TiYOB Op and
W,k05
shares are voted AGMHEJf
the aooptloe of the resolution offered at said stockholders' nesting relative
to theapyrovnlaf
' to the An&nded Articles of The Olid-lee Oaipeay.
`" Sii;ehwes;vptedi^al^ tha'i^i^val of ati* resolution are.^
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it are
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1> which eitbor direct tb&t the_ shares
.' rwprs'tantei thsteby he voted infav^rof the xe*olutio qr'^jfeaeou'^ the',
;hea^ee; off ,li*trtt$Ueft* therein cd*&t avrtoority to' vote tbs. shares re$te-
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mSPECKSS* REPORT WITH RESPECT 10 BAUDOT VPOK KZSOUmOH KgLATJV* TO APPROVAL Cff
AKEKBMEHT TO THE AW&lfci AKTCCm 0?
Ttg OLSDPai OOMPAKY
Va, the undersigned, Inspector* appointed to act aa such &t the Annual Maeting of tha stockholders of The (Hidden Coupe-vy held on February 11, 1954, do hereby certify that vs received and counted the ballots cast by the stockholders present or represented at such meeting upon the adoption or rejection of a resolution to approve Aasodnent to the Aaeaded Articles of The Qllddao Oompaay, and tfcft the maber of votes cast respectively for and against eaid reeoldtioo le as felloes, aasaly:
....fc. ?;.v - I-, *-.<> V- > *7* vere cast in favor
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has bees duly adopted
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by the affirmative *ate of thk^ldew. of a *JdcT!ty of the outnteAdiag
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