Sonoco Products Company
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A INFORMATION
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
o
Check the appropriate box:
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o Preliminary
Proxy Statement
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o Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x Definitive
Proxy Statement
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o Definitive
Additional Materials
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o Soliciting
Material under Rule 14a-12
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Sonoco Products Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which
transaction applies:
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Aggregate number of securities to which
transaction applies:
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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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(4) |
Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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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(1) |
Amount Previously Paid:
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(2) |
Form, Schedule or Registration Statement No.:
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SONOCO PRODUCTS COMPANY
1 NORTH SECOND STREET
HARTSVILLE, SOUTH CAROLINA 29550 USA
March 16,
2005
To Our Shareholders:
You are cordially invited to attend our Annual
Shareholders Meeting to be held at the Center Theater, 212
North Fifth Street, Hartsville, South Carolina, on Wednesday,
April 20, 2005, at
11:00 a.m.
We have enclosed a Notice of Annual Meeting of Shareholders and
Proxy Statement that cover the details of matters to be
presented at the meeting.
In addition to acting on the matters listed in the Notice of
Annual Meeting of Shareholders, we will discuss the
Companys progress, and you will be given an opportunity to
ask questions of general interest to all shareholders.
We have also enclosed a copy of the 2004 Annual Report,
which reviews the Companys past years events and
discusses strategy and the outlook for the future (or we have
delivered a single copy of the Annual Report for all
shareholders at your address).
We hope that you will come to the 2005 Annual Meeting of
Shareholders in person; but even if you plan to come, we
strongly encourage you to complete the enclosed proxy
appointment and return it to us in the enclosed business reply
envelope. Or, you can vote by telephone (if you live in the
United States or Canada) or via the Internet. Instructions are
shown on your proxy card. If you are a shareholder of record and
later find you can be present or if for any reason you desire to
revoke your proxy, you can do so at any time before the voting.
Your vote is important and will be greatly appreciated.
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Charles W. Coker
Chairman |
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Harris E. DeLoach, Jr.
President & Chief Executive Officer |
NOTICE OF 2005 ANNUAL
SHAREHOLDERS MEETING
and
PROXY STATEMENT
TABLE OF CONTENTS
TABLE OF CONTENTS
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3
SONOCO PRODUCTS COMPANY
1 NORTH SECOND STREET
HARTSVILLE, SOUTH CAROLINA 29550 USA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TIME
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11:00 a.m. on
Wednesday, April 20, 2005 |
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PLACE
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The Center Theater, 212 North Fifth Street, Hartsville,
South Carolina |
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PURPOSES
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(1) To elect six members of the Board of Directors, four to
serve for the next three years and two for the next year. |
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(2) To transact any other business that properly comes
before the meeting or any adjournment of the meeting. |
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RECORD DATE
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You can vote if you were a shareholder of record at the close of
business on February 18, 2005. |
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ANNUAL REPORT
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We have enclosed a copy of the 2004 Annual Report or we
have delivered a single copy of the Annual Report for all
shareholders at your address. The Annual Report is not part of
the proxy soliciting material. |
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PROXY VOTING
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It is important that your shares be represented and voted at the
meeting. Please vote in one of these three ways: |
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(1) USE THE TOLL-FREE TELEPHONE
NUMBER shown on your proxy card if you live in the United States
or Canada; |
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(2) VISIT THE WEB SITE shown on
your proxy card and vote via the Internet; OR |
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(3) MARK, SIGN, DATE AND PROMPTLY
RETURN the enclosed proxy card in the postage-paid envelope. |
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By order of the Board of Directors, |
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Charles J. Hupfer |
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Secretary |
March 16, 2005
4
SONOCO PRODUCTS COMPANY
1 NORTH SECOND STREET
HARTSVILLE, SOUTH CAROLINA 29550 USA
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
We are sending you these proxy materials in connection with the
solicitation by the Board of Directors of Sonoco Products
Company of proxies to be used at the Annual Meeting of
Shareholders (Annual Meeting) to be held on
April 20, 2005, at
11:00 a.m. at
The Center Theater, 212 North Fifth Street, Hartsville,
South Carolina, and at any adjournment or postponement of the
meeting. We, our, us,
Sonoco and the Company all refer to
Sonoco Products Company. The proxy materials are being mailed on
or about March 16, 2005.
Who May Vote
You will only be entitled to vote at the Annual Meeting if our
records show that you held your shares on February 18,
2005. At the close of business on February 18, 2005, a
total of 98,676,304 shares of Common Stock were outstanding
and entitled to vote. Each share of Common Stock has one vote.
Voting by Proxy
If your shares are held by a broker, bank or other nominee, it
will send you instructions that you must follow to have your
shares voted at the Annual Meeting. If you hold your shares in
your own name as a record holder, you may instruct the proxy
agents how to vote your shares by completing, signing, dating
and mailing the proxy card in the enclosed postage-paid
envelope; by dialing the toll-free telephone number shown on
your proxy card (if you live in the United States or Canada); or
by accessing the Web site shown on your proxy card. Of course,
you can always come to the meeting and vote your shares in
person.
The proxy agents will vote your shares as you instruct. If you
sign and return your proxy card without giving instructions, the
proxy agents will vote your shares FOR each person named
in this Proxy Statement as a nominee for election to the Board
of Directors. The proxy agents will vote according to their best
judgment on any other matter that properly comes before the
Annual Meeting. At present, the Board of Directors does not know
of any other such matters.
5
How to Revoke Your Proxy
You may revoke your proxy at any time before it is voted. If you
are a record shareholder, you may revoke your proxy in any of
the following ways:
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by giving notice of revocation at the Annual Meeting; |
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by delivering to the Secretary of the Company, 1 North
Second Street, Hartsville, South Carolina, 29550 USA,
written instructions revoking your proxy; or |
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by delivering to the Secretary an executed proxy bearing a later
date. |
Subsequent voting by telephone or via the Internet cancels your
previous vote. If you are a shareholder of record, you may also
attend the meeting and vote in person, in which case your proxy
vote will not be used.
How Votes Will Be Counted
The Annual Meeting will be held if a majority of the outstanding
shares of Common Stock entitled to vote (a quorum)
is represented at the meeting. If you have submitted valid proxy
instructions or attend the meeting in person, your shares will
be counted for the purpose of determining whether there is a
quorum, even if you wish to abstain from voting on some or all
matters introduced. Broker non-votes also count in
determining whether a quorum is present. A broker
non-vote occurs when a broker, bank or nominee who holds
shares for a beneficial owner attends the meeting in person or
by proxy but does not vote on a particular proposal because the
broker, bank or nominee does not have discretionary voting power
for that proposal and has not received voting instructions from
the beneficial owner.
If a quorum is present at the Annual Meeting, directors will be
elected by a plurality of the votes cast by shares present and
entitled to vote at the Annual Meeting. Votes that are withheld
or that are not voted in the election of directors will have no
effect on the outcome of election of directors. Cumulative
voting is not permitted.
Approval of any other matter that may be brought before the
meeting requires that the votes cast in favor of the matter
exceed the votes cast against the matter. Votes that are
withheld or shares that are not voted will have no effect on the
outcome of such matters.
Cost of this Proxy Solicitation
We will pay the cost of this proxy solicitation. In addition to
soliciting proxies by mail, we expect that some of our officers
and regular employees will solicit proxies by telephone, fax,
email or personal contact. None of these officers or employees
will receive any additional or special compensation for doing
this.
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ELECTION OF DIRECTORS
At our Annual Meeting, six directors will be elected.
Messrs. C. J. Bradshaw, R. J. Brown,
J. L. Coker, and Paul Fulton have been nominated to
hold office for the next three years, their terms expiring at
the Annual Shareholders meeting in 2008, or when their
successors are duly elected and qualify to serve.
Dr. P. S. Lewis, who was elected by the Board of
Directors in July 2004 to fill the vacancy created by the
resignation of Ms. D. D. Young, and Mr. J. E.
Linville, who was elected by the Board of Directors in October
2004, have each been nominated to hold office for the next year.
Their terms will expire at the Annual Shareholders meeting
in 2006, or when their successors are duly elected and qualify
to serve. The proxy agents intend to vote FOR the
election of the six persons named above unless you withhold
authority to vote for all or any of the nominees. The Board of
Directors recommends that you vote FOR each nominee for
election.
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Name, Age, Principal Occupation for Last Five |
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Years and Directorships in Public Corporations |
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Director Since | |
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CHARLES J. BRADSHAW (68). Mr. Bradshaw has been
President and a director of Bradshaw Investments, Inc. (private
investments), Georgetown, South Carolina, since 1986.
Mr. Bradshaw was President and Chief Operating Officer of
Transworld Corporation, New York, New York, from 1984 to 1986
and Chairman and Chief Executive Officer of Spartan Food
Systems, Inc., Spartanburg, South Carolina, from 1961 to 1986. |
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1986 |
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ROBERT J. BROWN (70). Mr. Brown, Founder of B&C
Associates, Inc. (management consulting, marketing research and
public relations firm), High Point, North Carolina, has been
Chairman and Chief Executive Officer of his company since 1973.
He is a director of Wachovia Corporation, Duke Energy
Corporation, AutoNation, Inc. and Aaipharma, Inc. |
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1993 |
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*JAMES L. COKER (64). Mr. Coker has been President
of JLC Enterprises (private investments), Stonington,
Connecticut, since 1979. He was Secretary of the Company from
1969 to 1995 and was President of Sonoco Limited, Canada, from
1972 to 1979. |
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1969 |
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C. W. Coker and F. L. H. Coker are brothers and are
first cousins of J. L. Coker. |
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Name, Age, Principal Occupation for Last Five |
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Years and Directorships in Public Corporations |
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Director Since | |
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PAUL FULTON (70). Mr. Fulton has been Chairman since
2000 and a director since 1997 of Bassett Furniture Industries,
Inc. (furniture maker), Bassett, Virginia. He was Chief
Executive Officer of Bassett from 1997 to 2000. Mr. Fulton
was Dean of The Kenan-Flagler Business School, The University of
North Carolina, Chapel Hill, North Carolina, from 1994 to 1997.
He was President of Sara Lee Corporation, Chicago, Illinois,
from 1988 through 1993. Mr. Fulton is a director of Bank of
America Corporation, Carters, Inc. and Lowes
Companies, Inc. |
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1989 |
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DR. PAMELA S. LEWIS (48). Dr. Lewis has been
President of Queens University of Charlotte (institution of
higher learning), Charlotte, North Carolina since 2002. Prior to
that she was Dean of the McColl School of Business at Queens
University of Charlotte from 2000 to 2002. Dr. Lewis was
Professor of Management and Dean of the LeBow College of
Business at Drexel University from 1997 to 2000. She is a
director of Charming Shoppes and of C&D Technologies, Inc. |
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2004 |
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JOHN E. LINVILLE (59). Mr. Linville has been an
attorney in private practice in New York, New York, since 2004.
Prior to that he was counsel with Manatt, Phelps &
Phillips, LLP since 2003. He joined the firm through its merger
with his prior firm Kalkines, Arky, Zall &
Bernstein, LLP (KAZB). Mr. Linville joined KAZB in 1990
after having been General Counsel and then Acting President of
the New York Health & Hospitals Corporation. |
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2004 |
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Mr. H. L. McColl, Jr., whose term is expiring at this Annual
Meeting, has decided to retire from the Board and will not be a
candidate for re-election. Mr. McColls service on
various Board committees (as indicated on the following pages)
will continue until his retirement.
Following the retirement of Mr. McColl and pursuant to authority
granted to it under the bylaws, the Board of Directors has fixed
the number of directors of the Company at fifteen.
The Corporate Governance Committee recommends to the Board of
Directors nominees to fill vacancies on the Board of Directors
as they occur and recommends candidates for election as
directors at Annual Meetings of Shareholders. Dr. Lewis and
Mr. Linville were nominated to become directors through
this process by the independent directors of the Corporate
Governance and Nominating Committee. Dr. Lewis was
recommended to the Committee by a non-management director and
Mr. Linville was recommended by the Chairman of the Board.
See page 18 for further information regarding Sonocos
procedures for nominating directors.
8
INFORMATION CONCERNING DIRECTORS WHOSE TERMS CONTINUE
Members of the Board of Directors whose terms of office will
continue until our Annual Shareholders Meeting in 2006 are:
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Name, Age, Principal Occupation for Last Five |
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Years and Directorships in Public Corporations |
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Director Since | |
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HARRIS E. DeLOACH, JR. (60). Mr. DeLoach has been
President and Chief Executive Officer of the Company since 2000.
He was Chief Operating Officer from April 2000 to July 2000 and
was Senior Executive Vice President from 1999 to 2000, Executive
Vice President from 1996 to 1999, Group Vice President from 1993
to 1996, Vice President Film, Plastics and Special
Products from February 1993 to October 1993, Vice
President High Density Film Products division from
1990 to 1993 and Vice President Administration and
General Counsel from 1986 to 1990. Mr. DeLoach is a
director of Goodrich Corporation. |
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1998 |
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EDGAR H. LAWTON, III (44). Mr. Lawton has been
President and Treasurer of Hartsville Oil Mill (vegetable oil
processor), Darlington, South Carolina, since 2000, and he has
been a director since 1991. Mr. Lawton was Vice President
of Hartsville Oil Mill from 1991 to 2000. |
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2001 |
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JAMES M. MICALI (57). Mr. Micali has been Chairman
and President of Michelin North America, Inc. (tire
manufacturer), Greenville, South Carolina, since 1996. In 2001,
he became a member of Michelin Groups Executive Council.
Mr. Micali was Executive Vice President, Legal and Finance,
of Michelin North America from 1990 to 1996 and prior to that
was General Counsel and Secretary from 1985 to 1990.
Mr. Micali is a director of Lafarge North America. |
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2003 |
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Members of the Board of Directors whose terms of office will
continue until the Annual Shareholders Meeting in 2007 are:
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Name, Age, Principal Occupation for Last Five |
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Years and Directorships in Public Corporations |
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Director Since | |
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*FITZ L. H. COKER (69). Mr. Coker is retired. He was
President and a director of Sea Corporation of Myrtle Beach,
Inc. (private investments), Myrtle Beach, South Carolina, from
1983 to 1989. At the time of his retirement from the Company in
1979, Mr. Coker had been Senior Vice President since 1976. |
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1964 |
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CALEB C. FORT (43). Mr. Fort has been
Co-Chairman of The Merit Group, Inc. (distributors of
residential and commercial paint-related products and various
industrial supplies), Spartanburg, South Carolina, since 1998.
He was a principal of Lancaster Distributing Company
(distributors to the paint and wall covering industry),
Spartanburg, South Carolina, from 1990 to 1998. |
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2001 |
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BERNARD L. M. KASRIEL (58). Mr. Kasriel has been
Chief Executive Officer of Lafarge (construction materials
group), Paris, France, since 2003. He was Vice-Chairman and
Chief Operating Officer from 1995 to 2003 and was Managing
Director of Lafarge Coppee from 1989 to 1995, Senior Executive
Vice President from 1987 to 1989 and Executive Vice President
from 1982 to 1987. Mr. Kasriel is a director of Lafarge,
Lafarge North America and LOreal. |
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1995 |
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C. W. Coker and F. L. H. Coker are brothers and are
first cousins of J. L. Coker. |
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Name, Age, Principal Occupation for Last Five |
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Years and Directorships in Public Corporations |
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JOHN H. MULLIN, III (63). Mr. Mullin has been
Chairman of Ridgeway Farm LLC (privately held timber and farming
business), Brookneal, Virginia, since 1989. He was associated
with Dillon, Read & Co. Inc. (investment banking firm),
New York, New York, from 1969 to 1989, last serving as Managing
Director. Mr. Mullin is a director of The Liberty
Corporation; Progress Energy, Inc. and its subsidiary companies,
Progress Energy Carolinas, Inc. and Florida Progress
Corporation; and is a trustee of The Putnam Funds. |
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2002 |
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THOMAS E. WHIDDON (52). Until his retirement in March
2003, Mr. Whiddon had been Executive Vice
President Logistics and Technology of Lowes
Companies, Inc. (home improvement retailer), Mooresville, North
Carolina, since 2000. He was Executive Vice President and Chief
Financial Officer of Lowes from 1996 to 2000.
Mr. Whiddon was Senior Vice President and Chief Financial
Officer of Zale Corporation (jewelers), Dallas, Texas, from 1995
to 1996 and was Senior Vice President and Treasurer from 1994 to
1995. He was Vice President and Treasurer of Eckerd Corporation
(drugstores), Largo, Florida, from 1989 to 1994.
Mr. Whiddon is a director of Carters Inc. and Dollar
Tree Stores, Inc. |
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2001 |
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Charles W. Coker was elected in 2003 to serve a three year term
expiring in 2006. However, Mr. Coker will be 72 in May 2005
and, pursuant to our bylaws, a directors term
automatically terminates on his 72nd birthday. Accordingly,
Mr. Cokers term will end in May of 2005. Information
about Mr. Coker is set forth below.
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Name, Age, Principal Occupation for Last Five |
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Years and Directorships in Public Corporations |
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*CHARLES W. COKER (71). Mr. Coker has been Chairman
of the Company since 1990. He also was Chief Executive Officer
of the Company from 1990 to 1998. Mr. Coker was President
from 1970 to 1990 and was reappointed President in 1994, serving
until 1996, while maintaining the title and responsibility of
Chairman and Chief Executive Officer of the Company.
Mr. Coker is a director of Bank of America Corporation;
Progress Energy, Inc. and its subsidiary companies, Progress
Energy Carolinas, Inc. and Florida Progress Corporation; and
Sara Lee Corporation. |
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1962 |
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C. W. Coker and F. L. H. Coker are brothers and are
first cousins of J. L. Coker. |
12
DIRECTOR INDEPENDENCE POLICIES
Our listing agreement with the New York Stock Exchange requires
that at least a majority of the members of our Board of
Directors be independent. Under the Exchanges standards,
independent means that a director has been
determined by the Board to have no material relationship with
Sonoco (either directly or as a partner, shareholder or officer
of an organization that has a relationship with Sonoco). To
assist us in making these determinations we have adopted the
following guidelines.
A director will not be considered independent if:
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The director is, or in the past three years has been, an
employee of Sonoco, or has an immediate family member who is, or
in the past three years has been, an executive officer of Sonoco; |
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The director is, or in the past three years has been, affiliated
with or employed by, or has an immediate family member who is,
or in the past three years has been, affiliated with or employed
in a professional capacity by, a present or former auditor of
Sonoco; |
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The director is, or in the past three years has been, an
executive officer, or has an immediate family member who is, or
in the past three years has been, an executive officer of
another company where any of Sonocos present executives
serves on that companys compensation committee; |
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The director is, or in the past three years has been, an
executive officer or an employee, or has an immediate family
member who is, or in the past three years has been, an executive
officer of another company that makes payments to, or receives
payments from, Sonoco for property or services in an amount
which, in any single fiscal year, exceeds the greater of
$1 million or 2% of such other companys consolidated
gross revenues; or |
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The director or an immediate family member (other than an
immediate family member who is a non-executive employee)
receives, or in the past three years has received, more than
$100,000 per year in direct compensation from Sonoco (other
than director fees and pension or other forms of deferred
compensation for prior service that is not contingent in any way
on continued service). |
The following relationships will not be considered to be
material relationships that would impair a directors
independence:
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Being an executive officer or an employee, or having an
immediate family member who is an executive officer of another
company that makes payments to, or receives payments from,
Sonoco for property or services in an amount which, in any
single fiscal year, is less than the greater of $1 million
or 2% of such other companys consolidated gross revenues. |
Based on the criteria above and the New York Stock
Exchanges independence standards, the Board of Directors
has determined that the following directors, who constitute a
majority of the Board, are independent:
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C. J. Bradshaw, R. J. Brown,
J. L. Coker, C. C. Fort, P. Fulton,
B. L. M. Kasriel,
E. H. Lawton, III, P. S. Lewis,
J. E. Linville, H. L. McColl, Jr.,
J. M. Micali, J. H. Mullin, III, and
T. E. Whiddon. |
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All of the members of the Audit Committee, the Corporate
Governance and Nominating Committee, and the Executive
Compensation Committee have also been determined to be
independent under the preceding criteria.
MEETINGS OF NON-MANAGEMENT DIRECTORS
Our non-management directors meet at regularly scheduled
executive sessions without management present. The presiding
director for each meeting is elected by those directors in
attendance at that meeting. Shareholders and other interested
parties may communicate with the non-management directors by
writing to Non-Management Directors, c/o Corporate
Secretary, Sonoco Products Company, 1 North Second Street,
Hartsville, SC 29550 USA.
CORPORATE GOVERNANCE GUIDELINES AND
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted Corporate Governance Guidelines and a Code of
Business Conduct and Ethics for directors, officers and
employees. Copies of these governance guidelines and the Code of
Business Conduct are available through our Web site at
www.sonoco.com. Print versions are available to our shareholders
on request.
14
BOARD COMMITTEES
During 2004, the Board of Directors held four regularly
scheduled meetings and three special meetings to review
significant developments affecting the Company and to act on
matters requiring the Board of Directors approval. To
assist it in performing its duties, the Board of Directors has
established the six committees discussed below.
All committees operate pursuant to written charters. The
charters are available to shareholders through the Investor
Relations page of our Web site at www.sonoco.com. These charters
are also available in print to any shareholder who requests
them. Each member of the Audit, Corporate Governance and
Nominating, and Executive Compensation committees has been
determined by the Board of Directors to be independent as
defined in the New York Stock Exchanges listing standards
as adopted in November 2004.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
Committee |
|
|
|
|
|
2004 | |
Name |
|
Purpose |
|
Members |
|
Meetings | |
|
|
|
|
|
|
| |
Audit Committee (established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934) |
|
At least annually, appoint or replace the
independent auditor and oversee the work of such independent
auditor who shall report directly to the committee;
Pre-approve all auditing services and
permitted non-audit services to be performed by the independent
auditor;
Evaluate the qualifications, independence and
performance of the independent auditor;
Review and concur in the appointment,
reassignment or dismissal of the director of internal audit.
Also review the internal audit department annual budget,
staffing and audit plan;
Review compliance with major accounting and
financial policies of the Company;
Review managements assessment of the
adequacy of internal controls;
Review significant findings of the independent
auditor and the internal audit department together with
managements responses; |
|
T. E. Whiddon Chair
C. J. Bradshaw
R. J. Brown
J. L. Coker
Paul Fulton
E. H. Lawton, III
P. S. Lewis |
|
|
10 |
|
15
|
|
|
|
|
|
|
|
|
Committee |
|
|
|
|
|
|
Name |
|
Purpose |
|
|
|
|
|
|
|
|
|
|
|
Audit Committee (continued)
|
|
Review with the independent auditor any
problems or difficulties together with managements
responses. Consider any reports or communications to the
Committee from the auditor;
Review the results of the annual external
audit with the independent auditor;
Discuss the annual and quarterly financial
statements and all disclosures thereto with the auditor,
management and the director of internal audit, including major
issues regarding accounting principles, analyses of alternative
GAAP treatments, the effect of regulatory and accounting
initiatives, and the type and presentation of information to be
included in earnings press releases;
Discuss CEO and CFO certifications regarding
filings with the Securities and Exchange Commission
(SEC);
Discuss guidelines and policies by which
management assesses and manages the Companys exposure to
risk. Evaluate the steps management has taken to monitor and
control such exposures;
Recommend to the Board of Directors whether to
accept the audited financial statements;
Establish procedures for (1) receipt
and treatment of complaints about accounting, internal controls
or auditing matters; and (2) the confidential,
anonymous submission by employees of concerns regarding
questionable accounting matters; and
Review monitoring of compliance with the
Companys code of business conduct. |
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
Committee |
|
|
|
|
|
2004 | |
Name |
|
Purpose |
|
Members |
|
Meetings | |
|
|
|
|
|
|
| |
Executive
Compensation
Committee |
|
Establish the Companys general
compensation philosophy and oversee the development and
implementation of compensation programs;
Review and approve corporate goals and
objectives relevant to the compensation of the CEO, evaluate the
performance of the CEO in light of those goals and establish the
CEOs compensation based on this evaluation and other
factors;
Review and approve the executive officer
compensation programs;
Evaluate and administer the Companys
incentive plans;
Working with management, oversee regulatory
compliance on compensation matters; and
Review management development and succession
plans. |
|
H. L. McColl, Jr. Chair
C. J. Bradshaw
Paul Fulton
B. L. M. Kasriel
J. H. Mullin, III |
|
|
3 |
|
|
Employee
and Public
Responsibility
Committee |
|
Oversee the Companys commitment to
employee health and safety;
Provide oversight on diversity strategy, goals
and progress;
Review charitable giving policies and
practices;
Review employee morale through survey results
or other means;
Oversee the Companys stance, response
and programs related to the environment and to other emerging
issues;
Monitor major litigation and disputes and
provide guidance in responding to such issues;
Review actions taken by management relating to
current or emerging public policy issues or significant
political and social changes that may affect the Company; and
Oversee the Companys commitment to
ethical business practices. |
|
J. M. Micali Chair
R. J. Brown
F. L. H. Coker
J. L. Coker
C. C. Fort
E. H. Lawton, III
P. S. Lewis |
|
|
2 |
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
Committee |
|
|
|
|
|
2004 | |
Name |
|
Purpose |
|
Members |
|
Meetings | |
|
|
|
|
|
|
| |
Corporate
Governance
and Nominating
Committee |
|
Recommend to the Board of Directors amendments
to the bylaws;
Develop and recommend to the Board of
Directors a set of corporate governance guidelines and review
those guidelines at least annually. These recommendations shall
include the structure, mission, practices and policies of the
Board of Directors and the composition, structure and mission of
Board committees;
Identify individuals believed to be qualified
to become Board members and recommend them as needed for
election by the Board of Directors to fill vacancies or by the
shareholders;
Review with the Board of Directors, on an
annual basis, the skills and characteristics of the then current
Board members;
Recommend to the Board of Directors the
directors to serve on each of the Boards committees;
Ensure that processes are in place for annual
CEO performance and compensation appraisal and for reviews of
succession planning and management development;
Recommend to the Board of Directors a
corporate philosophy and strategy governing director
compensation and benefits; and
Oversee the evaluation of the Board of
Directors and of management. |
|
Paul Fulton Chair
C. C. Fort
B. L. M. Kasriel
H. L. McColl, Jr.
J. H. Mullin, III
T. E. Whiddon |
|
|
4 |
|
As shown above, the Corporate Governance and Nominating
Committee recommends to the Board of Directors nominees to fill
vacancies on the Board of Directors as they occur and recommends
candidates for election as directors at Annual Meetings of
Shareholders. Such candidates are routinely identified through
personal and business relationships and contacts of the
directors and executive officers.
In recommending candidates, the Corporate Governance and
Nominating Committee evaluates such factors as it deems
appropriate based on the Companys current needs. These
factors may include diversity, age, skills such as understanding
of appropriate technologies and general finance, decision-making
ability, interpersonal skills, experience with businesses and
other organizations of comparable size, and the
18
inter-relationship between the candidates experience and
business background and other Board members experience and
business background. Additionally, candidates for director
should possess the highest personal and professional ethics, and
they should be committed to the long-term interests of the
shareholders.
The Corporate Governance and Nominating Committee will consider
director candidates recommended by shareholders if the
shareholders comply with the following requirements. If you wish
to recommend a director candidate to the Corporate Governance
and Nominating Committee for consideration as a Board of
Directors nominee, you must submit in writing to the
Corporate Governance and Nominating Committee your recommended
candidates name, a brief resume setting forth the
recommended candidates business and educational background
and qualifications for service, and a notarized consent signed
by the recommended candidate stating the recommended
candidates willingness to be nominated and to serve. This
information must be delivered to the Chairperson of the
Corporate Governance and Nominating Committee at the
Companys address and must be received no later than
January 5 in any year to be considered by the Committee as a
potential Board of Directors nominee. The Corporate
Governance and Nominating Committee may request further
information if it determines a potential candidate may be an
appropriate nominee. Director candidates recommended by
shareholders that comply with these requirements will receive
the same consideration that the Committees other
candidates receive.
Director candidates recommended by shareholders will not be
considered by the Corporate Governance and Nominating Committee
for election at an annual meeting unless the shareholder
recommendations are received no later than January 5 of the
year of the meeting. In addition to making such recommendations,
shareholders have the right to nominate candidates for election
as directors at an annual meeting if they make a written
nomination at least 60 days prior to the meeting. Any such
nomination should be submitted to the Companys address. No
such nominations have been made for this Annual Meeting.
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
Committee |
|
|
|
|
|
2004 | |
Name |
|
Purpose |
|
Members |
|
Meetings | |
|
|
|
|
|
|
| |
Financial Policy Committee |
|
Review the Companys annual operating and
long-range plans for purposes of understanding changes to the
Companys capital structure and projected sources and uses
of cash;
Review as needed any significant financings by
the Company;
Review the Companys financial risk
management policies, practices and exposures;
Evaluate the Companys dividend
policy;
Review the funding and investment management
of the Companys defined benefit and postretirement benefit
plans; and
Review the Companys key financial
leverage ratios and ratings implications. |
|
J. H. Mullin, III Chair
J. L. Coker
Paul Fulton
J. M. Micali
H. L. McColl, Jr. |
|
|
5 |
|
|
Executive Committee |
|
Empowered to exercise all of the authority of
the Board of Directors between regularly scheduled meetings,
except as limited by South Carolina law. |
|
C. W. Coker
H. E. DeLoach, Jr.
H. L. McColl, Jr.
J. H. Mullin, III |
|
|
1 |
|
During 2004, all directors attended 75% or more of the aggregate
number of meetings of the Board of Directors and committees of
which they were members, except Mr. Brown and
Mr. McColl.
The Company encourages, but does not require, its directors to
attend the Annual Meeting of Shareholders. In 2004, thirteen of
fourteen directors attended the Annual Meeting.
20
DIRECTORS COMPENSATION
Employee directors do not receive any additional compensation
for serving on the Board of Directors. Non-employee directors
were paid a $12,500 quarterly retainer and a fee of $1,500 for
each Board of Directors and committee meeting attended.
Committee chairpersons received an additional $500 per
committee meeting. Effective July 1, 2004, the Audit
Committee Chairperson began receiving a committee chair retainer
of $1,250 per quarter.
Directors may elect annually to defer part or all of their
retainer and meeting fees. Directors can choose to have their
deferrals earn interest credits at a market rate (the Merrill
Lynch Ten-Year High Quality Bond Index) or be treated as if
invested in equivalent units of Sonoco Common Stock (which are
credited with reinvested dividend equivalents). Alternatively,
directors can elect to receive stock options under the 1996
Non-Employee Directors Stock Plan (the
Directors Plan) instead of receiving any part
of their cash compensation. If a director chooses this
alternative, he or she will receive an option to purchase four
dollars worth of Common Stock at the fair market value of the
Common Stock on the date the option is granted for each one
dollar of cash compensation the director chooses not to receive.
During 2004, two directors received the following number of
stock options instead of cash compensation:
E. H. Lawton, III 8,379 shares
and R. J. Brown 2,378 shares.
Under the Directors Plan, at the first regularly scheduled
meeting of the Board of Directors during a calendar year, each
non-employee director is granted an option to
purchase 4,000 shares of Common Stock at a price equal
to the fair market value as of the date the options are granted.
Any person who later becomes a non-employee director also
receives an option to purchase shares of Common Stock at the
fair market value of the Common Stock on the date the option is
granted. The number of shares for which options are granted is
reduced 25% for each full quarter of the calendar year during
which the person did not serve as a non-employee director.
During 2004, each non-employee director, except for
Dr. Lewis and Mr. Linville, received an option
covering 4,000 shares. Dr. Lewis joined the Board on
July 28, 2004 and received an option covering
2,000 shares. Mr. Linville joined the Board on
October 18, 2004 and received an option covering
1,000 shares. Effective with the first Board of
Directors meeting in 2005, the annual non-employee
directors stock option grant was increased to
5,000 shares in accordance with the terms of this plan.
Option shares are immediately vested but may not be exercised
until one year after the grant date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Members of the Executive Compensation Committee during the year
ended December 31, 2004 were:
|
|
|
C. J. Bradshaw, Paul Fulton,
B. L. M. Kasriel,
H. L. McColl, Jr. and
J. H. Mullin, III |
Mr. Fulton is a director of Bank of America Corporation.
During the third quarter of 2004, a Bank of America subsidiary
managed the syndication and participated as agent to provide a
five-year committed revolving line of credit for $350,000,000 to
support our commercial paper program and for general corporate
purposes. Bank of Americas commitment to this facility is
$36,000,000. A committed line of credit from Bank of America has
been in place since 1987 and has been renewed, amended and
increased
21
or decreased according to our needs. Bank of America has
extended other lines of credit to us as support for letters of
credit, overdrafts and other corporate needs. It also provides
treasury management services to us. We pay fees to the bank for
these services and for the availability of the lines of credit,
as well as interest on any borrowed funds.
All transactions were handled on a competitive basis. Management
believes that the rates and provisions were as favorable to us
as we could have obtained from similar sources.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. C. W. Coker and Mr. Paul Fulton are directors of
Bank of America Corporation. See Compensation Committee
Interlocks and Insider Participation for information about
our transactions with Bank of America.
Mr. R. J. Brown is a director of Wachovia Corporation.
Wachovia Bank, N.A., a subsidiary of Wachovia Corporation,
committed $36,000,000 to the revolving line of credit syndicated
by Bank of America to support our commercial paper program and
for general corporate purposes. Wachovia Bank, N.A. also
provides other lines of credit to support stand-by letters of
credit, and it provides trustee services. We pay fees to
Wachovia Bank, N.A. for the availability of the credit lines and
for the trustee services, as well as interest on any borrowed
funds.
Our management believes the prices and terms of the transactions
reported above were comparable to those we could have obtained
from other sources. We anticipate engaging in similar business
transactions in 2005. The Board of Directors considered these
relationships when making its determinations of independence.
Mr. C. W. Coker was paid a bonus of $350,000 in 2005
for services provided to the Company in 2004 as calculated under
his approved 2004 incentive formula.
In light of Mr. Cokers pending retirement as a
director and his expected continued availability for consulting,
at its February 2005 meeting the Executive Compensation
Committee of the Board of Directors agreed to provide
Mr. Coker with ongoing secretarial assistance and use of an
office as well as use of the corporate aircraft for up to
50 hours a year for five years. In return, Mr. Coker
will reimburse the Company for the variable operating costs
related to his personal usage of the aircraft.
During 2004 the Company employed family members of two directors
of the Company. Those whose compensation exceeded $60,000 were
Charles W. Coker, Jr., Division VP/General Manager of
the Protective Packaging Division, Thomas L. Coker,
Division VP/General Manager of the Flexible Packaging Division,
and Robert H. Coker, Division VP/Sales & Marketing of
the Rigid Paper and Plastics Division, sons of Charles W. Coker,
Chairman of the Board. Their earnings for 2004 were
$288 thousand, $235 thousand and $231 thousand,
respectively. John W. DeLoach, Plant Manager in the
Recovered Paper Division and Harris E. DeLoach, III, also
Plant Manager in the Recovered Paper Division, sons of
Harris E. DeLoach, Jr., President and CEO, had
earnings for 2004 of $71 thousand and of $64 thousand,
respectively. Each of these employees also received the usual
employee benefits available to all employees at their levels.
22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table shows information as of December 31,
2004, about persons known to us to be the beneficial owner of
more than 5% of our Common Shares. This information was obtained
from a Schedule 13G filed by the entity named below with
the SEC, and we have not independently verified it.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of | |
|
|
|
|
|
|
Beneficial | |
|
Percent | |
Title of Class |
|
Name and Address of Beneficial Owner |
|
Ownership | |
|
of Class | |
|
|
|
|
| |
|
| |
No Par Value Common
|
|
Deutsche Bank AG (1) |
|
|
5,853,503 |
|
|
|
5.97% |
|
|
|
Taunusanlage 12, D60325
Frankfurt am Main
Federal Republic of Germany |
|
|
|
|
|
|
|
|
|
|
(1) |
Deutsche Bank AG is a parent holding company that has
subsidiaries which act as investment advisors to manage
discretionary investment accounts on behalf of their clients. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Our directors and executive officers are required to file
reports with the SEC and the New York Stock Exchange, showing
the number of shares of any class of our equity securities they
owned when they became a director or executive officer, and,
after that, any changes in their ownership of our securities.
These reports are required by Section 16(a) of the
Securities Exchange Act of 1934.
Based on a review of Section 16(a) reports and any written
representations made to us, it appears that all such filings for
2004 were made in a timely manner.
23
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the number of shares beneficially
owned as of February 18, 2005, directly or indirectly, by
each director and by each executive officer named in the Summary
Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred | |
|
|
Total Number | |
|
Percent | |
|
Restricted | |
|
Compensation | |
|
|
of Shares | |
|
of | |
|
Stock | |
|
and Restoration | |
Name and Position |
|
Owned(1) | |
|
Class(2) | |
|
Rights(7) | |
|
Units(8) | |
|
|
| |
|
| |
|
| |
|
| |
C. J. Bradshaw
Director
|
|
|
52,630 |
(3) |
|
|
|
|
|
|
|
|
|
|
4,733 |
|
R. J. Brown
Director
|
|
|
37,793 |
|
|
|
|
|
|
|
|
|
|
|
5,893 |
|
C. W. Coker
Chairman and Director
|
|
|
1,913,426 |
|
|
|
1.9 |
% |
|
|
125,284 |
|
|
|
14,143 |
|
F. L. H. Coker
Director
|
|
|
895,399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
J. L. Coker
Director
|
|
|
120,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
C. C. Fort
Director
|
|
|
314,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Fulton
Director
|
|
|
37,623 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
B. L. M. Kasriel
Director
|
|
|
46,373 |
|
|
|
|
|
|
|
|
|
|
|
3,226 |
|
E. H. Lawton, III
Director
|
|
|
90,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
P. S. Lewis
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. E. Linville
Director
|
|
|
754,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
H. L. McColl, Jr.
Director
|
|
|
43,411 |
(5) |
|
|
|
|
|
|
|
|
|
|
10,015 |
|
J. M. Micali
Director
|
|
|
9,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
J. H. Mullin, III
Director
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
2,997 |
|
T. E. Whiddon
Director
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
H. E. DeLoach, Jr.
President, Chief Executive Officer and Director
|
|
|
1,306,035 |
(6) |
|
|
1.3 |
% |
|
|
177,220 |
|
|
|
16,042 |
|
C. L. Sullivan, Jr.
Senior Vice President
|
|
|
207,200 |
|
|
|
|
|
|
|
11,572 |
|
|
|
2,538 |
|
R. E. Holley
Senior Vice President
|
|
|
306,489 |
|
|
|
|
|
|
|
15,660 |
|
|
|
5,796 |
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred | |
|
|
Total Number | |
|
Percent | |
|
Restricted | |
|
Compensation | |
|
|
of Shares | |
|
of | |
|
Stock | |
|
and Restoration | |
Name and Position |
|
Owned(1) | |
|
Class(2) | |
|
Rights(7) | |
|
Units(8) | |
|
|
| |
|
| |
|
| |
|
| |
J. C. Bowen
Senior Vice President
|
|
|
219,026 |
|
|
|
|
|
|
|
13,974 |
|
|
|
3,543 |
|
C. J. Hupfer
Vice President and Chief Financial Officer
|
|
|
198,510 |
|
|
|
|
|
|
|
7,318 |
|
|
|
2,542 |
|
All Executive Officers and Directors as a group (29 persons)
|
|
|
7,547,094 |
|
|
|
7.4 |
% |
|
|
397,899 |
|
|
|
92,304 |
|
|
|
(1) |
The directors and the named executive officers have sole voting
and investment power over the shares unless otherwise indicated
in the footnotes. The number includes shares subject to
currently exercisable options and options exercisable within
60 days granted by the Company under the 1991 Key Employee
Stock Plan (the 1991 Plan) and the
Directors Plan for the following directors and named
executive officers: C. J. Bradshaw 26,600;
R. J. Brown 37,331; C. W. Coker 802,500;
F. L. H. Coker 26,600;
J. L. Coker 23,600; C. C. Fort
13,500; Paul Fulton 26,600; B. L. M.
Kasriel 44,258;
E. H. Lawton, III 31,489; H. L.
McColl, Jr. 26,600; J. M. Micali
6,000; J. H. Mullin, III 10,000;
T. E. Whiddon 15,000; H. E.
DeLoach, Jr. 1,018,500; C. L.
Sullivan, Jr. 205,000;
R. E. Holley 252,200; J. C.
Bowen 214,000; and C. J. Hupfer
195,000. |
|
|
|
Also included are shares held in the Companys Dividend
Reinvestment Plan (2,648) and shares held in the Companys
Savings Plan (34,452). |
|
|
Shareholdings in this column do not include Restricted Stock
Rights granted under the 1991 Plan, issuance of which has been
deferred until retirement, or Deferred Compensation and
Restoration Units. Please see the right-hand columns and
footnotes 7 and 8 below. |
|
|
(2) |
Percentages not shown are less than 1%. |
|
(3) |
Includes 4,840 shares of Common Stock owned by
Mrs. Bradshaw. Mr. Bradshaw disclaims beneficial
ownership of these shares. |
|
(4) |
Includes 507 shares of Common Stock owned by
Mrs. Fulton. Mr. Fulton disclaims beneficial ownership
of these shares. |
|
(5) |
Includes 11,882 shares of Common Stock owned by
Mrs. McColl. Mr. McColl disclaims beneficial ownership
of these shares. |
|
(6) |
Includes 12,365 shares of Common Stock owned by
Mrs. DeLoach. Mr. DeLoach disclaims beneficial
ownership of these shares. Also includes 226,197 shares of
Common Stock owned by trusts of which Mr. DeLoach is
trustee. Mr. DeLoach has no pecuniary interest in these
trusts and disclaims beneficial ownership of these shares. |
|
(7) |
Issuance of these shares, most of which have vested, has been
deferred until retirement; thus, no present voting rights are
associated with them. |
|
(8) |
These figures represent Deferred Compensation Units and
Restoration Units connected with the Sonoco Savings Plan. No
voting rights are associated with these units. |
On April 15, 2003, the Board of Directors adopted a
resolution establishing stock ownership guidelines for outside
directors. The guidelines establish a target level of ownership
of Sonoco Products Company Common Stock based on years of
service as a director from the date the guidelines were
established. The guidelines are as follows: 3,000 shares,
5,000 shares and 8,000 shares after two, four and six
years of service, respectively.
25
EXECUTIVE COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS
The purpose of the Executive Compensation Committee (the
Committee) is to discharge the responsibilities of
the Board of Directors of Sonoco Products Company (the
Company) relating to compensation of the
Companys executive officers by overseeing the
administration of the Companys executive officer
compensation programs relating to salaries, incentives, benefits
and perquisites, establishing the compensation for the Chief
Executive Officer (CEO) and all other executive
officers, and preparing any reports on executive compensation
required by the rules and regulations of the Securities and
Exchange Commission. In addition, the Committee reviews top
management succession and development plans. The basic duties
and responsibilities of the Committee are outlined on
page 17 of this proxy statement.
The Committee consists entirely of independent directors who are
not officers, employees or former employees of the Company. In
accordance with its charter, the Committee engages an
independent compensation consultant to advise the Committee on
compensation matters related to the CEO and other executive
officers. The Committee met three times during 2004, and has met
one time in 2005, as of the printing of this report.
Philosophy
The executive compensation program consists of base salary,
annual cash bonus opportunities, and long-term incentives, which
include stock options and performance contingent restricted
stock units. The program has been designed to attract, motivate,
reward and retain senior management by providing competitive
total compensation opportunities based on performance,
leadership, teamwork and the creation of shareholder value.
In order to determine competitive compensation levels, the
Company annually participates in a number of national surveys
conducted by independent consulting firms. These surveys cover a
large number of similar positions across American industry.
Where possible, the Company matches its corporate officer
positions to survey data for companies with sales in the
$1 billion to $5 billion range. Likewise, division
officer positions are matched to a comparable division revenue
range. From these surveys, executive compensation levels for
base salaries, total cash compensation (TCC), which
consists of base salary plus annual target bonus, and total
direct compensation (TDC), which is comprised of TCC
plus long-term incentives, are developed. Periodically the
Company contracts with independent consulting firms to perform
customized compensation studies of companies in its industry
group and/or of companies similar in size.
Base salary midpoints are targeted to be at the median (50th
percentile) of the surveyed market. To provide greater emphasis
on the performance-based variable pay components of the program,
incentive pay (consisting of annual cash bonuses, annual stock
option awards, and performance contingent restricted stock
units) is calibrated to provide a total compensation package at
the 75th percentile of the survey data described above. Actual
compensation at the 75th percentile will be achieved only if
challenging goals and longer-term increases in shareholder value
are achieved. The variable portion of the TDC program is
26
leveraged so that, if performance targets in these measures are
not met, actual total compensation for individual executive
officers will normally fall below the survey median for their
positions.
In further support of the Companys pay-for-performance
philosophy, executive perquisites are limited and provide a
lower level of benefits than the market median. Some of the more
common perquisites in industry that the Company does not make
available to its executive officers include country club
memberships, company cars or drivers, metropolitan city
apartments, vacation retreats, executive dining services or
reserved parking.
In the past, the benefits program consisting of a Supplemental
Executive Retirement Plan (SERP) and split-dollar
life insurance has provided a benefit that was higher than the
market median. This benefits program, in particular the
split-dollar life insurance program, was designed to enhance
retention of executives until normal retirement age, at a modest
long-term net cost to the Company. Recent regulatory changes
make this form of executive life insurance no longer viable or
cost-effective. The Company has taken actions to convert the
split-dollar agreements into permanent life insurance policies
in order to meet its executive life insurance obligations for
current officers, but the life insurance benefit for future
officers has been significantly reduced and consists of term
insurance in line with the industry median.
To evaluate the competitiveness of the executive compensation
program, each year at its April meeting the Committee reviews
the total compensation package for each officer. This includes a
summary sheet showing a history of base salary adjustments,
bonus awards and total cash compensation for the last ten years
(or term as an officer, if less), stock options outstanding and
the option price, vested and unvested restricted stock units,
projected annual pension at age 65, and the amount of
executive life insurance coverage.
The Committee has taken, and it intends to continue taking,
steps necessary to assure the federal tax deductibility of
compensation realized by senior executives. However, to the
extent that such steps would not be practical or would not be
consistent with the Committees compensation objectives,
there is the possibility that future compensation in some
circumstances may not meet tax deductibility requirements.
The following sections of this report include a discussion of
each element of the executive compensation program. In each
section we, the Committee, are providing a description of the
actions we have taken with regard to 2004 executive compensation
and the rationale for those actions. More specifically we will
discuss our decisions regarding the compensation of
Mr. DeLoach for performing the duties of President and CEO
of the Company. The tables, accompanying narrative and footnotes
which follow this report reflect the decisions covered by the
discussions below.
Stock Ownership Guidelines
To emphasize the importance of linking executive and shareholder
interest, in 2003 the Board of Directors adopted stock ownership
guidelines for executive officers. The target level of ownership
of Sonoco Products Company stock (or Common Stock equivalents)
is established as a fixed number of shares. The target level for
the CEO is 140,000 shares. The target for Senior Vice
Presidents is 24,000 shares, and the target for other
officers is 7,000 shares. Each employee subject to the
guidelines is expected to achieve the ownership target within
five years from the date on which the employee became
27
subject to the guidelines. Common stock held in the Sonoco
Savings Plan, stock equivalents earned through non-qualified
deferred compensation programs, time vesting restricted stock
which vests within five years, and any other beneficially owned
shares of common stock are included in determining compliance
with the guidelines. Shares that executives have the right to
acquire through the exercise of stock options are not included
in the calculation of stock ownership for guideline purposes. As
of the printing of this report, the CEO and all other officers
met the above ownership guidelines.
Base Salary
The Companys salary ranges and market prices for all
salaried positions, including the CEO and other executive
officers, are based on the combination of (1) a structured
job evaluation system (for internal and external relativity) and
(2) a market pricing system which matches individual jobs
to independent salary surveys (for external competitiveness).
This process places a relative value on the duties and
responsibilities of each position.
Each year the Committee reviews the base salary of all senior
executives, including Mr. DeLoach and the other executive
officers named in the Summary Compensation Table (the
NEOs), at its April meeting. The total amount
of merit increases for the officer group as a whole takes into
account survey data as to the projected salary movement for
executive positions during the calendar year, the average wage
increase being given to other classes of employees within the
Company, and the current economic environment in which the
Company is operating. Individual merit increase awards are based
on each executives performance in his or her position
during the past year, and the relationship of his or her current
salary to market. The Committee used these criteria to determine
salary adjustments for the CEO and for each of the executive
officers in 2004.
In 2004, the Committee awarded Mr. DeLoach a merit increase
of 5.0% based on its evaluation of his performance and an upward
movement of 3.6% in the competitive market price for his
position. With this increase, his salary equated to 102% of the
2004 market price for his position.
The four other NEOs (Messrs. Sullivan, Holley, Bowen
and Hupfer) were awarded merit increases ranging from 2.9% to
5.0%, and averaging 4.0%. As a group their salaries equate to
100% of the 2004 competitive market median.
These awards compare to an average upward movement of 4.1% of
salaries for the Companys entire U.S.-based salaried
population in 2004.
Annual Bonus Awards
In 2002, the Board of Directors adopted and the shareholders
approved The Performance Based Annual Incentive Plan for
Executive Officers (the Plan). Under the terms of
this Plan, a maximum of 2.75% of Income from Operations as
defined in the Plan was established as an incentive pool fund
for the CEO and the four named executive officers in the proxy.
For 2004, this maximum bonus pool exceeded the amount of bonus
awards made by the Committee to these participants. Actual
awards made by the Committee are based on Company and individual
performance (as described below) within the performance-based
maximum.
28
During 2004, the Companys stock price appreciated by over
20% and total shareholder return was over 24%. These
improvements were primarily due to decisive action that
management took in prior years and in 2004 to reposition the
Company to meet a significantly changed business environment of
the last few years, to take advantage of improving economies in
countries where the Company has business interests, and to meet
the new challenges in the marketplace of today and tomorrow. As
in prior years, the Companys 2004 performance-based
incentive opportunities were structured to reward growth of
profitable sales, maximization of cash flow, increased
productivity and reductions in cost, as well as finalizing
strategic acquisitions or joint ventures. These are the factors
the Committee feels have led to the significant increase in
total shareholder return during 2004.
Specifically, for 2004, financial performance goals were
weighted from 80% to 90% of total bonus opportunity. For senior
executives with corporate responsibility, 75% of the Plans
financial goals were based on corporate earnings per share and
the remainder on revenue growth. For executives with business
unit responsibility, 25% of the bonus opportunity available for
financial performance was based on business unit revenue growth,
56.25% on business unit profit, and 18.75% on corporate earnings
per share.
High impact personal performance objectives for 2004 were
established for each officer and were weighted at 20% of salary
(or 20% to 10% of total bonus opportunity).
On February 1, 2005, the Committee reviewed and approved
the 2004 annual bonus awards for executive officers.
Mr. DeLoachs bonus was based on predetermined targets
in the financial measures cited above and the Committees
assessment of his achievement in meeting his predetermined
high-impact objectives.
As shown under the Bonus caption in the Summary
Compensation Table on page 33, Mr. DeLoachs
bonus increased by $1,080,268 (164%) over the prior year.
Approximately 80% of this bonus increase reflected an
approximate $50,000,000 increase in net income from continuing
operations, excluding restructuring expense, for the Company.
Approximately 20% of this bonus increase reflected a 10%
increase in revenue (excluding divestitures and significant
acquisitions). The amount of bonus awarded for completion of
personal objectives was comparable for both years.
For the other four NEOs, bonus increases ranged from 160%
to 193% over the prior year and reflect the same improved
corporate financial performance as cited for Mr. DeLoach.
Mr. C. W. Coker was paid a bonus of $350,000 in 2005 for
services provided during 2004 as calculated under his approved
incentive formula.
Long-Term Incentive Plan
The Companys Long-Term Incentive Plan (LTIP) is
designed to encourage and reward the creation of long-term value
for shareholders.
The Companys LTIP is comprised of two components:
non-qualified stock options (NQSO) and performance-contingent
restricted stock units (RSU).
29
In 2004, the Committee shifted the balance in the two components
for the officer group. The total number of stock options
available for grants to officers was reduced by 48%. This was
offset by an increase in the number of performance contingent
restricted stock units awarded. At target, this results in an
overall mix in the officers LTIP of 25% NQSO and 75% RSU.
The exchange ratio in making the shift was one RSU for five NQSO
(1:5). This action is in keeping with trends in executive
compensation and is generally viewed favorably by institutional
and individual investors. Furthermore, the exchange ratio
approved by the Committee is considered conservative in that
many companies making this shift have used more aggressive
exchange ratios of 1:4 or less.
This change will emphasize the importance of Company performance
in both total shareholder return and earnings per share growth.
In addition, this shift will enhance the retention component in
the Companys officer compensation program, limit dilution
and promote stock ownership.
In the valuation of equity grants under the LTIP, the Committee
uses the Binomial Option Pricing Model to value stock options,
and uses the market value of Sonoco stock to value restricted
stock units. The RSU calculations assume a constant stock price
to avoid year to year, purely price related fluctuations, in the
number of shares granted.
To determine the target number of equity shares to be awarded to
the officer group under the LTIP, the Committee looks at the TDC
target for each officer position. The base salary median and the
target annual bonus are subtracted to arrive at the target
dollars available for the long-term component of the
compensation plan. These dollars are then converted to shares of
NQSO and RSU based on the 25%/ 75% mix described above.
Stock Options
Under a plan previously approved by the Companys
shareholders, the Committee approved 2004 NQSO grants to 938 key
employees, including Mr. DeLoach and the other executive
officers. The price of these options was set at the closing
market price on the date of grant. Accordingly these options
will be valuable to the recipients only if the market price of
the Company stock increases. Stock options for Mr. DeLoach
and the other named officers are included in the Summary
Compensation Table on page 33, under the caption
Number of Securities Underlying Options Granted and
in the Options Grants in Last Fiscal Year table on page 36.
Mr. DeLoachs target grant was calculated by the
formula described above. The actual number of stock options
granted to Mr. DeLoach and the other officers was based on
the Committees assessment of their relative performance.
Performance Contingent Restricted Stock Units
In 2004, the Committee approved RSU grants to 26 executives,
including Mr. DeLoach and the other NEOs under a
shareholder approved stock plan. These are shown in the
Long-Term Incentive Plans Awards in the Last
Fiscal Year table on page 34. The number of share
units granted to each individual was based on their target
shares as described previously and adjusted upward or downward
from target based on the Committees judgment of the
individuals performance.
30
The award to Mr. DeLoach reflects his leadership in
achieving a significant improvement in financial performance for
the Company in 2004, and successful completion of one major
acquisition and a strategic joint venture.
As described in detail on page 34, the number of these
restricted share units that will vest is dependent on cumulative
EPS and average return on net assets employed (RONAE) for
the three-year performance period. To enhance the retention
factor, the plan provides that if less than 50% of a
participants target shares vest at the end of the
three-year performance period, the remainder of that 50% of
target shares will time vest after five years, subject to the
participants continued employment for that period. Except
for death, disability, or retirement other than for cause,
termination of a participants employment prior to vesting
will result in forfeiture of any award. Executives are expected
to hold any shares that vest until retirement.
Perquisites
As mentioned in the Committees Philosophy
statement, perquisites for Corporate officers are very modest.
Corporate officers are allowed an annual financial planning/tax
assistance allowance of up to 2% of base salary or $5,000
(whichever is greater).
Corporate officers may occasionally use the Companys
aircraft for personal travel. This use is valued at the
Aggregate Incremental Cost to the Company, and was
less than $30,000 in 2004 for the officer group as a whole.
At its meeting in February 2005, the Committee took action in
light of Mr. Charles W. Cokers pending retirement as
director in May 2005. In recognition of Mr. Cokers
over forty-seven years of service with the Company and his
expected continued availability for consulting, the Committee
agreed to provide him with the ongoing use of secretarial
assistance and an office as well as the use of the corporate
aircraft for up to 50 hours per year for five years. In
turn, Mr. Coker will reimburse the Company for the variable
operating costs related to this personal usage of the aircraft.
H. L. McColl, Jr.
(Chair) C. J.
Bradshaw Paul Fulton
B. L. M. Kasriel J. H. Mullin, III
31
COMPARATIVE COMPANY PERFORMANCE
The following line graph compares cumulative total shareholder
return, assuming the reinvestment of dividends, for the Company
with the cumulative total return of the S&P 500 Stock Index
and a nationally recognized industry index, the Dow Jones U.S.
Containers & Packaging Group (which includes the Company),
from December 31, 1999, through December 31, 2004. The
graph assumes that $100 was invested on December 31, 1999,
in Sonoco Products Company Common Stock, the S&P 500 Stock
Index and the Dow Jones Containers & Packaging Group.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG SONOCO PRODUCTS COMPANY, THE S&P 500 INDEX
AND THE DOW JONES U.S. CONTAINERS & PACKAGING
INDEX
|
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|
Cumulative Total Return | |
|
|
| |
|
|
12/99 | |
|
12/00 | |
|
12/01 | |
|
12/02 | |
|
12/03 | |
|
12/04 | |
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| |
|
| |
|
| |
|
| |
|
| |
|
| |
Sonoco Products Company
|
|
$ |
100.00 |
|
|
$ |
98.92 |
|
|
$ |
125.63 |
|
|
$ |
111.98 |
|
|
$ |
125.03 |
|
|
$ |
155.77 |
|
S&P 500 Stock Index
|
|
|
100.00 |
|
|
|
90.89 |
|
|
|
80.09 |
|
|
|
62.39 |
|
|
|
80.29 |
|
|
|
89.02 |
|
Dow Jones U.S. Containers & Packaging Index
|
|
|
100.00 |
|
|
|
64.92 |
|
|
|
81.57 |
|
|
|
87.77 |
|
|
|
104.51 |
|
|
|
125.03 |
|
32
SUMMARY COMPENSATION TABLE
|
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|
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|
Long-Term | |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation | |
|
|
|
|
|
|
|
|
|
|
|
|
Awards(2) | |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
Number of | |
|
|
|
|
|
|
Annual Compensation | |
|
Securities | |
|
|
|
|
|
|
| |
|
Underlying | |
|
|
|
|
|
|
|
|
Other Annual | |
|
Options | |
|
All Other | |
Name and Principal Position |
|
Year | |
|
Salary | |
|
Bonus | |
|
Compensation(1) | |
|
Granted | |
|
Compensation(3) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Harris E. DeLoach, Jr.
|
|
|
2004 |
|
|
$ |
874,802 |
|
|
$ |
1,740,856 |
|
|
$ |
66,550 |
|
|
|
73,000 |
|
|
$ |
251,690 |
|
|
President and
|
|
|
2003 |
|
|
|
839,588 |
|
|
|
660,588 |
|
|
|
|
|
|
|
175,000 |
|
|
|
122,217 |
|
|
Chief Executive Officer
|
|
|
2002 |
|
|
|
804,165 |
|
|
|
913,773 |
|
|
|
|
|
|
|
175,000 |
|
|
|
110,797 |
|
|
Charles L. Sullivan, Jr.
|
|
|
2004 |
|
|
|
416,669 |
|
|
|
616,670 |
|
|
|
37,851 |
|
|
|
25,000 |
|
|
|
103,632 |
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
398,750 |
|
|
|
235,701 |
|
|
|
|
|
|
|
45,000 |
|
|
|
31,799 |
|
|
|
|
|
2002 |
|
|
|
373,335 |
|
|
|
258,326 |
|
|
|
|
|
|
|
40,000 |
|
|
|
27,214 |
|
|
Ronald E. Holley
|
|
|
2004 |
|
|
|
382,012 |
|
|
|
573,018 |
|
|
|
12,737 |
|
|
|
20,000 |
|
|
|
55,937 |
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
370,842 |
|
|
|
211,788 |
|
|
|
|
|
|
|
42,500 |
|
|
|
29,551 |
|
|
|
|
|
2002 |
|
|
|
358,754 |
|
|
|
246,638 |
|
|
|
|
|
|
|
40,000 |
|
|
|
26,591 |
|
|
Jim C. Bowen
|
|
|
2004 |
|
|
|
350,831 |
|
|
|
526,247 |
|
|
|
27,797 |
|
|
|
15,000 |
|
|
|
66,395 |
|
|
Senior Vice President
|
|
|
2003 |
|
|
|
338,750 |
|
|
|
179,910 |
|
|
|
|
|
|
|
40,000 |
|
|
|
26,651 |
|
|
|
|
|
2002 |
|
|
|
319,585 |
|
|
|
251,182 |
|
|
|
|
|
|
|
35,000 |
|
|
|
22,898 |
|
|
Charles J. Hupfer
|
|
|
2004 |
|
|
|
350,923 |
|
|
|
491,292 |
|
|
|
8,891 |
|
|
|
24,000 |
|
|
|
45,217 |
|
|
Vice President and
|
|
|
2003 |
|
|
|
316,004 |
|
|
|
188,939 |
|
|
|
|
|
|
|
40,000 |
|
|
|
24,427 |
|
|
Chief Financial Officer
|
|
|
2002 |
|
|
|
252,368 |
|
|
|
251,358 |
(4) |
|
|
|
|
|
|
37,000 |
|
|
|
23,963 |
|
|
|
(1) |
The amounts in this column represent reimbursement during 2004
for the payment of taxes on Company-provided
premiums/allocations to the Executive Bonus Life Insurance Plan
that replaced the former post-1995 split-dollar life insurance
arrangements and tax gross-up of reimbursements for financial
planning services. None of the officers received perquisites or
personal benefits which totaled the lesser of $50,000 or 10% of
their respective salary plus bonus payments. |
|
(2) |
The number and dollar value of restricted stock rights held on
December 31, 2004, including target contingent share units,
and dividend equivalents, based on the closing stock price on
December 31, 2004 of $29.65 per share were:
Mr. DeLoach 188,198 shares ($5,580,071);
Mr. Sullivan 25,122 shares ($744,867);
Mr. Holley 19,015 shares ($563,795);
Mr. Bowen 15,765 shares ($467,432); and
Mr. Hupfer 20,765 shares ($615,682). |
33
|
|
(3) |
All other compensation for 2004 consisted of the following
components for each named officer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Contributions and | |
|
|
|
|
|
|
Accruals to Defined | |
|
|
|
|
Executive Life | |
|
Contribution | |
|
Deferred | |
Name |
|
Insurance(a) | |
|
Retirement Plans(b) | |
|
Compensation(c) | |
|
|
| |
|
| |
|
| |
H. E. DeLoach, Jr.
|
|
$ |
147,032 |
|
|
$ |
61,416 |
|
|
$ |
43,242 |
|
C. L. Sullivan, Jr.
|
|
|
77,537 |
|
|
|
26,095 |
|
|
|
|
|
R. E. Holley
|
|
|
32,185 |
|
|
|
23,752 |
|
|
|
|
|
J. C. Bowen
|
|
|
45,165 |
|
|
|
21,230 |
|
|
|
|
|
C. J. Hupfer
|
|
|
23,622 |
|
|
|
21,595 |
|
|
|
|
|
|
|
|
|
(a) |
Includes Company contributions under the Companys
Executive Life Insurance program (that replaced certain
split-dollar contracts canceled due to Sarbanes-Oxley Act
restrictions) and the economic value of frozen split-dollar life
insurance arrangements. |
|
|
(b) |
Comprised of contributions to the Sonoco Savings Plan and
accruals to individual accounts in the Companys Omnibus
Benefit Restoration Plan in order to keep employees whole with
respect to Company contribution amounts that were limited by tax
law. |
|
|
(c) |
Amounts in this column represent the above market portion of
interest credits on previously-earned compensation for which
payment has been deferred. Corresponding amounts for
Mr. DeLoach in 2003 and 2002, which were included in
Other Annual Compensation in those years, have been
reclassified to All Other Compensation. |
|
|
(4) |
Includes a special one-time bonus of $25,000 that
Mr. Hupfer received on April 25, 2002, upon his
promotion to Chief Financial Officer |
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL
YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts under | |
|
|
Maximum | |
|
Performance Period | |
|
Non-Stock-Price-Based Plans | |
|
|
Number of | |
|
Until Maturation | |
|
| |
Name |
|
Share Units | |
|
or Payout | |
|
Threshold (#) | |
|
Target (#) | |
|
Maximum (#) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
H. E. DeLoach, Jr.
|
|
|
75,000 |
|
|
|
1/1/04-12/31/06 |
|
|
|
25,000 |
|
|
|
50,000 |
|
|
|
75,000 |
|
C. L. Sullivan, Jr.
|
|
|
20,625 |
|
|
|
1/1/04-12/31/06 |
|
|
|
6,875 |
|
|
|
13,750 |
|
|
|
20,625 |
|
R. E. Holley
|
|
|
17,250 |
|
|
|
1/1/04-12/31/06 |
|
|
|
5,750 |
|
|
|
11,500 |
|
|
|
17,250 |
|
J. C. Bowen
|
|
|
12,375 |
|
|
|
1/1/04-12/31/06 |
|
|
|
4,125 |
|
|
|
8,250 |
|
|
|
12,375 |
|
C. J. Hupfer
|
|
|
19,875 |
|
|
|
1/1/04-12/31/06 |
|
|
|
6,625 |
|
|
|
13,250 |
|
|
|
19,875 |
|
Awards are made in the form of contingent Company share units.
The vesting of awards is tied to growth in earnings (cumulative
EPS) and improved capital effectiveness (average RONAE) over a
three-year period as described in the Compensation
Committees Report that begins on page 26. Both
measures are exclusive of the impact of year-to-year change in
pension expense (income), net of normal service cost measures.
For two-thirds of the designated shares, threshold vesting is
earned if three-year cumulative EPS is 95.57% of target, and
maximum vesting is earned if three-year cumulative EPS is
110.26% or more of
34
target. For the remaining one-third of designated shares, three
targets have been established for average RONAE, depending on
the amount of capital the Company invests in acquisitions during
the three-year performance period. For the RONAE targets,
threshold vesting is earned if three-year average performance is
from 94.44% to 95.00% of target, and maximum vesting is earned
if three-year average performance is from 105.00% to 105.56% of
target. For all measures, the target shares vest when
performance is 100% of target. If less than 50% of the target
number of stock units vest at the end of the three-year
performance period, the remainder of that 50% of target stock
units will vest after five years (December 31, 2008).
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares | |
|
|
|
|
|
|
|
|
Underlying | |
|
Value of Unexercised | |
|
|
Number of | |
|
|
|
Unexercised Options | |
|
In-the-Money Options | |
|
|
Shares | |
|
|
|
as of 12/31/2004 | |
|
as of 12/31/2004(2) | |
|
|
Acquired on | |
|
Value | |
|
| |
|
| |
Name |
|
Exercise | |
|
Realized(1) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable(3) | |
|
Unexerciseable(4) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
H. E. DeLoach, Jr.
|
|
|
0 |
|
|
$ |
0 |
|
|
|
865,500 |
|
|
|
73,000 |
|
|
$ |
5,340,449 |
|
|
$ |
422,670 |
|
C. L. Sullivan, Jr.
|
|
|
0 |
|
|
|
0 |
|
|
|
150,000 |
|
|
|
25,000 |
|
|
|
1,058,862 |
|
|
|
144,750 |
|
R. E. Holley
|
|
|
32,686 |
|
|
|
202,289 |
|
|
|
207,200 |
|
|
|
20,000 |
|
|
|
1,152,877 |
|
|
|
115,800 |
|
J. C. Bowen
|
|
|
13,975 |
|
|
|
90,855 |
|
|
|
180,000 |
|
|
|
15,000 |
|
|
|
999,110 |
|
|
|
86,850 |
|
C. J. Hupfer
|
|
|
13,513 |
|
|
|
95,621 |
|
|
|
146,000 |
|
|
|
24,000 |
|
|
|
742,752 |
|
|
|
138,960 |
|
|
|
(1) |
The difference between the exercise price paid and the value of
the acquired shares, based on the closing price of the
Companys stock on the exercise date. |
|
(2) |
Based on the December 31, 2004 closing price of
$29.65 per share. |
|
(3) |
Based on the exercise prices ranging from $19.19 to
$28.93 per share. |
|
(4) |
Based on an exercise price of $23.86 per share. |
35
OPTION GRANTS IN LAST FISCAL YEAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants | |
|
|
| |
|
|
|
|
Number of | |
|
% of Total | |
|
|
|
|
|
|
Securities | |
|
Options | |
|
|
|
|
|
|
Underlying | |
|
Granted to | |
|
Exercise | |
|
|
|
|
|
|
Options | |
|
Employees | |
|
Price | |
|
Expiration | |
|
Grant Date | |
Name |
|
Granted(1) | |
|
in 2004 | |
|
(per share) | |
|
Date | |
|
Present Value(2) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
H. E. DeLoach, Jr.
|
|
|
73,000 |
|
|
|
7.1 |
|
|
$ |
23.86 |
|
|
|
02/04/2014 |
|
|
$ |
362,810 |
|
C. L. Sullivan, Jr.
|
|
|
25,000 |
|
|
|
2.4 |
|
|
$ |
23.86 |
|
|
|
02/04/2014 |
|
|
|
124,250 |
|
R. E. Holley
|
|
|
20,000 |
|
|
|
1.9 |
|
|
$ |
23.86 |
|
|
|
02/04/2014 |
|
|
|
99,400 |
|
J. C. Bowen
|
|
|
15,000 |
|
|
|
1.5 |
|
|
$ |
23.86 |
|
|
|
02/04/2014 |
|
|
|
74,550 |
|
C. J. Hupfer
|
|
|
24,000 |
|
|
|
2.3 |
|
|
$ |
23.86 |
|
|
|
02/04/2014 |
|
|
|
119,280 |
|
|
|
(1) |
These options were granted on February 4, 2004. All options
have exercise prices equal to the closing market prices on the
dates of the grant. They became exercisable one year from the
date of the grant and were granted for a period of ten years,
subject to earlier expiration in certain events related to
termination of employment. The exercise price can be paid by
cash or by the delivery of previously owned shares. Tax
obligations also can be paid by an offset of the underlying
shares. |
|
(2) |
The Grant Date Present Values were derived using the Binomial
Option Pricing Model in accordance with the rules and
regulations of the Securities and Exchange Commission and are
not intended to forecast appreciation of the Companys
stock price. The options had a grant date present value of
$4.97. The Binomial model was used with the following
assumptions: term 4.52 years; stock price
volatility 27.4%; dividend yield 3.58%
and discount rate 3.19%. |
36
PENSION PLAN TABLE
Named executive officers participate in a non-contributory
defined benefit supplemental executive retirement plan program
which provides for a maximum annual lifetime retirement benefit
equal to 60% of final average compensation computed as a
straight life annuity, based on the highest three of the last
seven calendar years. In order to receive the full benefit, the
executive must have at least 15 years of service and retire
no earlier than age 65. Eligible spouses (married one year
or longer at the executives retirement date) receive
survivor benefits at a rate of 75% of the benefit paid to the
executives. The total benefit provided by the Company is offset
by 100% of primary U.S. Social Security.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Age 65 Retirement | |
|
|
Years of Service | |
Final | |
|
| |
Average | |
|
|
|
15 or | |
Compensation(1) | |
|
5 | |
|
10 | |
|
More(2) | |
| |
|
| |
|
| |
|
| |
$ |
300,000 |
|
|
$ |
60,000 |
|
|
$ |
120,000 |
|
|
$ |
180,000 |
|
|
400,000 |
|
|
|
80,000 |
|
|
|
160,000 |
|
|
|
240,000 |
|
|
500,000 |
|
|
|
100,000 |
|
|
|
200,000 |
|
|
|
300,000 |
|
|
600,000 |
|
|
|
120,000 |
|
|
|
240,000 |
|
|
|
360,000 |
|
|
700,000 |
|
|
|
140,000 |
|
|
|
280,000 |
|
|
|
420,000 |
|
|
800,000 |
|
|
|
160,000 |
|
|
|
320,000 |
|
|
|
480,000 |
|
|
900,000 |
|
|
|
180,000 |
|
|
|
360,000 |
|
|
|
540,000 |
|
|
1,000,000 |
|
|
|
200,000 |
|
|
|
400,000 |
|
|
|
600,000 |
|
|
1,100,000 |
|
|
|
220,000 |
|
|
|
440,000 |
|
|
|
660,000 |
|
|
1,200,000 |
|
|
|
240,000 |
|
|
|
480,000 |
|
|
|
720,000 |
|
|
1,300,000 |
|
|
|
260,000 |
|
|
|
520,000 |
|
|
|
780,000 |
|
|
1,400,000 |
|
|
|
280,000 |
|
|
|
560,000 |
|
|
|
840,000 |
|
|
1,500,000 |
|
|
|
300,000 |
|
|
|
600,000 |
|
|
|
900,000 |
|
|
1,600,000 |
|
|
|
320,000 |
|
|
|
640,000 |
|
|
|
960,000 |
|
|
1,700,000 |
|
|
|
340,000 |
|
|
|
680,000 |
|
|
|
1,020,000 |
|
|
1,800,000 |
|
|
|
360,000 |
|
|
|
720,000 |
|
|
|
1,080,000 |
|
|
1,900,000 |
|
|
|
380,000 |
|
|
|
760,000 |
|
|
|
1,140,000 |
|
|
2,000,000 |
|
|
|
400,000 |
|
|
|
800,000 |
|
|
|
1,200,000 |
|
|
2,100,000 |
|
|
|
420,000 |
|
|
|
840,000 |
|
|
|
1,260,000 |
|
|
2,200,000 |
|
|
|
440,000 |
|
|
|
880,000 |
|
|
|
1,320,000 |
|
|
2,300,000 |
|
|
|
460,000 |
|
|
|
920,000 |
|
|
|
1,380,000 |
|
|
2,400,000 |
|
|
|
480,000 |
|
|
|
960,000 |
|
|
|
1,440,000 |
|
|
2,500,000 |
|
|
|
500,000 |
|
|
|
1,000,000 |
|
|
|
1,500,000 |
|
|
|
(1) |
Final average compensation includes salary and bonus. Age, years
of service and final average compensation as of
December 31, 2004 for the named officers are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of | |
|
Final Average | |
Name |
|
Age | |
|
Service | |
|
Compensation | |
|
|
| |
|
| |
|
| |
H. E. DeLoach, Jr.
|
|
|
60 |
|
|
|
19 |
|
|
$ |
1,944,591 |
|
C. L. Sullivan, Jr.
|
|
|
61 |
|
|
|
4 |
|
|
|
766,484 |
|
R. E. Holley
|
|
|
62 |
|
|
|
40 |
|
|
|
714,351 |
|
J. C. Bowen
|
|
|
54 |
|
|
|
32 |
|
|
|
655,502 |
|
C. J. Hupfer
|
|
|
58 |
|
|
|
30 |
|
|
|
616,961 |
|
|
|
(2) |
Years of service beyond fifteen do not provide for any
additional benefit. |
37
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors has reviewed and
discussed with management and our independent auditors
PricewaterhouseCoopers LLP (PricewaterhouseCoopers)
our audited financial statements for the year ended
December 31, 2004. The Audit Committee has discussed with
PricewaterhouseCoopers the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended,
(Communication with Audit Committees) and PCAOB
Auditing Standard No. 2, (An Audit of Internal
Control Over Financial Reporting Performed in Conjunction with
an Audit of Financial Statements). The Committee has also
reviewed the services provided by PricewaterhouseCoopers
discussed below and has considered whether provision of such
services is compatible with maintaining auditor independence.
During the year 2004, management completed the documentation,
testing and evaluation of the Companys system of internal
control over financial reporting in response to the requirements
set forth in Section 404 of the Sarbanes-Oxley Act of 2002
and related regulations. The Audit Committee was kept apprised
of the progress of the evaluation and provided oversight and
advice to management during the process. In connection with this
oversight, the Committee received periodic updates provided by
management and PricewaterhouseCoopers at each regularly
scheduled Committee meeting. At the conclusion of the process,
management provided the Committee with a report on the
effectiveness of the Companys internal control over
financial reporting. The Committee also reviewed the report of
management contained in the Companys Annual Report on
Form 10-K for the fiscal year ended December 31, 2004
filed with the SEC, as well as PricewaterhouseCoopers
Report of Independent Registered Public Accounting Firm
(included in the Companys Annual Report on
Form 10-K). This report related to its audit of
(i) the consolidated financial statements,
(ii) managements assessment of the effectiveness of
internal control over financial reporting and (iii) the
effectiveness of internal control over financial reporting. The
Committee continues to oversee the Companys efforts
related to its internal control over financial reporting and
managements preparations for the evaluation in fiscal 2005.
Based on the review and discussions referenced above, the Audit
Committee recommended to the Board of Directors that the audited
financial statements be included in our Annual Report on
Form 10-K for the year ended December 31, 2004, for
filing with the SEC.
T. E. Whiddon (Chair) C. J.
Bradshaw R. J. Brown J. L.
Coker
Paul Fulton E. H.
Lawton, III P. S. Lewis
INDEPENDENT AUDITORS
PricewaterhouseCoopers served as the Companys principal
auditors for 2004. The Audit Committee has tentatively selected
PricewaterhouseCoopers to serve as the Companys principal
auditors for 2005, pending agreement over the terms of their
engagement.
Representatives of PricewaterhouseCoopers will be present and
available to answer appropriate questions at the Annual Meeting
and may make a statement if they wish.
38
Fees Paid to PricewaterhouseCoopers
The following table sets forth a summary of fees billed by
PricewaterhouseCoopers for professional services rendered in
connection with the consolidated financial statements and
reports for the years ended December 31, 2004 and 2003 and
for other services rendered during 2004 and 2003 on behalf of
the Company and its subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Category ($ in thousands) |
|
2004 | |
|
% of Total | |
|
2003 | |
|
% of Total | |
|
|
| |
|
| |
|
| |
|
| |
Audit Fees
|
|
$ |
3,292 |
|
|
|
76.1 |
% |
|
$ |
1,314 |
|
|
|
39.3 |
% |
Audit-Related Fees
|
|
|
176 |
|
|
|
4.1 |
|
|
|
381 |
|
|
|
11.4 |
|
Tax Fees
|
|
|
857 |
|
|
|
19.8 |
|
|
|
1,432 |
|
|
|
42.9 |
|
All Other Fees
|
|
|
0 |
|
|
|
0.0 |
|
|
|
213 |
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$ |
4,325 |
|
|
|
100.0 |
% |
|
$ |
3,340 |
|
|
|
100.0 |
% |
Audit Fees: Audit fees include fees billed for
professional services rendered for the audit of the
Companys consolidated financial statements and review of
the interim condensed consolidated financial statements included
in quarterly reports and services that are normally provided by
PricewaterhouseCoopers in connection with statutory and
regulatory filings or engagements. Audit Fees also include
services provided to the Company in connection with its
compliance with Section 404 of the Sarbanes-Oxley Act of
2002. Approximately $903 thousand of the fiscal 2004 audit
fees relate to Section 404 work.
Audit-Related Fees: Audit-related fees include fees
billed for assurance and related services that are reasonably
related to the performance of the audit or review of the
Companys consolidated financial statements and are not
reported under Audit Fees. These services include
employee benefit plan audits, due diligence and accounting
consultations in connection with acquisitions and divestitures,
attest services that are not required by statute or regulation,
and consultations concerning financial accounting and reporting
standards.
Tax Fees: Tax fees include fees for tax
compliance/preparation and other tax services. Tax
compliance/preparation includes fees billed for professional
services related to federal, state and international tax
compliance, assistance with tax audits and appeals, expatriate
tax services, and assistance related to the impact of mergers,
acquisitions and divestitures on tax return preparation. Other
tax services include fees billed for ongoing assistance with tax
consulting and planning.
All Other Fees: All other fees include fees for all other
services other than those reported above, primarily U.K.
actuarial services. PricewaterhouseCoopers provided these
services under a transition agreement until October, 2003; a new
service provider has been performing these duties since then.
Audit Committee Pre-approval of Audit and Permissible
Non-audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permitted
non-audit services (including the fees and terms of such
services) provided by the independent auditors, subject to
limited exceptions for non-audit services described in
Section 10A of the Securities Exchange
Act of 1934 which are approved by the
39
Audit Committee prior to completion of the audit. The Committee
Chairperson is empowered to pre-approve PricewaterhouseCoopers
services between meetings, provided all such services are
brought to the Committee at its next regularly scheduled
meeting. General pre-approval of certain audit, audit-related
and tax services is granted by the Committee at the first
quarter Committee meeting. The Committee subsequently reviews
fees paid. Specific pre-approval is required for all other
services. These projects are reviewed quarterly and the status
of all such services is reviewed with the Committee. During
2004, all audit and permitted non-audit services were
pre-approved by the Committee.
INCORPORATION BY REFERENCE
The Report of the Compensation Committee of the Board on
Executive Compensation and the Audit Committee Report and the
Stock Price Performance Graph are not deemed filed with the SEC
and shall not be deemed incorporated by reference into any prior
or future filings made by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange
Act of 1934, except to the extent that the Company
specifically incorporates such information by reference.
References to our Web site address throughout this proxy
statement are for information purposes only and are not intended
to incorporate our Web site by reference into this proxy
statement.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
If you want to present a shareholder proposal to be voted on at
our Annual Meeting in 2006, you must submit the proposal to
the Secretary of the Company in writing by February 3,
2006. However, if you want us to include your shareholder
proposal in our proxy materials for our Annual Meeting
in 2006, you must be sure the Secretary of the Company
receives your written proposal by November 17, 2005. All
shareholder proposals must comply with the requirements of our
bylaws. The proxy agents for the Company will use their
discretionary authority to vote on any shareholder proposal that
the Secretary of the Company does not receive by
January 31, 2006.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any shareholder who wishes to send communications to any member
of the Board of Directors should mail them addressed to the
intended recipient by name or position in care of: Corporate
Secretary, Sonoco Products Company, 1 North Second Street,
Hartsville, SC 29550 USA. Upon receipt of any such
communications, the Corporate Secretary will determine the
identity of the intended recipient and whether the communication
is an appropriate shareholder communication. The Corporate
Secretary will send all appropriate shareholder communications
to the intended recipient. An appropriate shareholder
communication is a communication from a person claiming to
be a shareholder in the communication the subject of which
relates solely to the senders interest as a shareholder
and not to any other personal or business interest.
In the case of communications addressed to the Board of
Directors, the Corporate Secretary will send appropriate
shareholder communications to the Chairperson of the Corporate
Governance and Nominating
40
Committee. In the case of communications addressed to the
independent or non-management directors, the Corporate Secretary
will send appropriate shareholder communications to the
Chairperson of the Corporate Governance and Nominating
Committee. In the case of communications addressed to committees
of the Board, the Corporate Secretary will send appropriate
shareholder communications to the Chairperson of such committee.
The Corporate Secretary is required to maintain a record of all
communications received that were addressed to one or more
directors, including those determined not to be appropriate
shareholder communications. Such record will include the name of
the addressee, the disposition by the Corporate Secretary and,
in the case of communications determined not to be appropriate,
a brief description of the nature of the communication. The
Corporate Secretary is required to provide a copy of any
additions to the record to the Chairperson of the Corporate
Governance and Nominating Committee quarterly.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
We have begun delivering a single copy of the Annual Report to
multiple shareholders sharing one address unless we received
contrary instructions from one or more of the shareholders at
such address. Upon oral or written request to EquiServe
Trust Company, N.A. (EquiServe), Post Office
Box 43010, Providence, RI 02940-3010, (800)633-4236,
EquiServe will promptly deliver a separate copy of the Annual
Report to a shareholder at a shared address to which a single
copy was delivered. If you are currently receiving a single copy
of the Annual Report for multiple shareholders at your address
and would prefer to receive separate copies in the future,
please write or call EquiServe at the address or telephone
number above and ask them to send you separate copies. If you
are still currently receiving multiple copies of the Annual
Report for multiple shareholders at your address and would
prefer to receive a single copy in the future, please write or
call EquiServe at the address or telephone number above and ask
them to send a single copy to your address.
ELECTRONIC ACCESS TO ANNUAL MEETING MATERIALS
Sonocos Annual Report and Proxy Statement can be accessed
via the Internet at
www.sonoco.com/annualreportandproxystatement. As a shareholder
of record, you can elect to receive future Annual Reports and
Proxy Statements, as well as quarterly financial and other
shareholder information, electronically. Instructions are
provided on the voting site if you vote via the Internet.
Instructions also are provided if you electronically access your
shareholder account and you are not already receiving your
Annual Meeting materials electronically. If you select
electronic receipt, you will be notified via email by Equiserve,
our transfer agent, as to when the information will be available
for your access. Your election to receive information
electronically will remain in effect until you notify Equiserve
in writing or by telephone that you wish to resume paper
delivery by mail of these materials. If you own Sonoco shares
through a broker or a bank, please contact that institution
regarding instructions about receiving Annual Meeting materials
and other financial information electronically.
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OTHER MATTERS
As of the date of this statement, management knows of no
business that will be presented for consideration at the meeting
other than that stated in the notice of the meeting. The proxy
agents will vote in their best judgment on any other business
that properly comes before the meeting.
To assure your representation at the meeting, please vote by
telephone (if you live in the United States or Canada), via the
Internet or mark, sign, date and return your proxy card as
promptly as possible. Please sign exactly as your name appears
on the accompanying proxy.
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Charles J. Hupfer |
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Secretary |
March 16, 2005
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3724-PS-05
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD
BY MAIL
P R O X Y
This Proxy is Solicited on Behalf of the Board
of Directors
SONOCO PRODUCTS COMPANY
1 NORTH SECOND STREET - HARTSVILLE, SOUTH
CAROLINA 29550 - USA
The undersigned hereby appoints Charles J.
Hupfer, Vice President, Chief Financial Officer and Secretary, or
Vicki B. Arthur, Staff Vice President and Treasurer, as proxy
agent, each with the power to appoint his/her substitute, and
hereby authorizes him/her to represent and to vote, as
designated below, all the shares of Common Stock of Sonoco
Products Company held of record by the undersigned on
February 18, 2005, at the Annual Meeting of Shareholders to
be held on April 20, 2005, or at any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES FOR DIRECTOR.
This card also constitutes voting instructions to
the plan Trustee for shares of Sonoco Products Company held in
the Sonoco Products Company Savings Plan. You may direct the Trustee
how to vote your shares as
indicated on this card. If you fail to give voting instructions
to the Trustee, your shares will be voted by the Trustee in the
same proportion as the shares for which valid instructions have
been received.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |
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Please sign exactly as your name(s) appear(s)
hereon. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee or
guardian, please give your full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by an authorized person.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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SONOCO PRODUCTS COMPANY
c/o EquiServe Trust Company, N.A.
P.O. Box 8694
Edison, NJ 08818-8694
Your vote is important. Please vote
immediately.
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Vote-by-Internet
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OR |
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Vote-by-Telephone |
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Log on to the Internet and go to
http://www.eproxyvote.com/son |
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Call toll-free
1-877-PRX-VOTE (1-877-779-8683) |
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Follow the easy steps outlined on the secured
internet site.
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Follow the easy recorded instructions.
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If you vote over the internet or by telephone,
please do not mail your card. |
DETACH HERE IF YOU ARE RETURNING YOUR PROXY
CARD BY MAIL
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x Please mark votes
as in this example. |
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SONOCO PRODUCTS
COMPANY |
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Election of Directors: |
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Mark box at right if comments or an address change
has o
been noted on the reverse side of this card. |
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Nominees - Three-Year
Term:
(01) C.J. Bradshaw,
(02) R.J. Brown,
(03) J.L. Coker,
(04) Paul Fulton |
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Please be sure to sign and date this
Proxy. |
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Nominees - One-Year
Term:
(05) P.S. Lewis
(06) J.E. Linville |
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FOR
ALL
NOMINEES
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WITHHOLD
FROM ALL
NOMINEES
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FOR
ALL
EXCEPT o |
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INSTRUCTION:
To withhold authority to vote for any individual nominee, write the
nominees name(s) in the space provided above. |
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In their discretion the proxy agents are
authorized to vote upon such other business as may properly come
before the meeting. |
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Signature:
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Date: |
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Signature: |
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Date: |
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