def14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 þ
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Vicor
Corporation
(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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offsetting fee was paid previously. Identify the previous filing
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Date Filed: |
April 27, 2006
Dear Stockholder:
You are cordially invited to attend the 2006 Annual Meeting of Stockholders (the Annual
Meeting) of Vicor Corporation (the Corporation). The Annual Meeting will be held:
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DATE:
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June 22, 2006 |
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TIME:
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5:00 P.M. local time |
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PLACE:
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Andover Country Club |
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60 Canterbury Street |
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Andover, Massachusetts |
The attached Notice of Annual Meeting and Proxy Statement cover the formal business of the
Annual Meeting. The Proxy Statement contains a discussion of the matters to be voted upon at the
Annual Meeting. At the Annual Meeting, your management will report on the operations of the
Corporation, and the directors and officers of the Corporation will be available to respond to
appropriate questions from stockholders.
The Board of Directors encourages you to promptly complete, date, sign and return your Proxy
Card. Return of the Proxy Card indicates your interest in the Corporations affairs. If you
attend the Annual Meeting and wish to vote your shares in person, you may revoke your proxy at that
time.
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Sincerely yours, |
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/s/ PATRIZIO VINCIARELLI |
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Chairman of the Board, President and |
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Chief Executive Officer |
TABLE OF CONTENTS
VICOR CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 22, 2006
NOTICE IS HEREBY GIVEN that the 2006 Annual Meeting of Stockholders (the Annual Meeting) of
Vicor Corporation (the Corporation) will be held on Thursday, June 22, 2006 at 5:00 p.m., local
time, at the Andover Country Club, 60 Canterbury Street, Andover, Massachusetts, for the following
purposes:
1. To fix the number of Directors at eight and to elect eight Directors to hold office
until the 2007 Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified; and
2. To consider and act upon any other matters which may be properly brought before the
Annual Meeting and at any adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on the date specified
above, or on any date or dates to which, by original or later adjournment, the Annual Meeting may
be adjourned or to which the Annual Meeting may be postponed.
The Board of Directors has fixed the close of business on April 28, 2006 as the record date
for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting
and any adjournments or postponements thereof. Only stockholders of record at the close of
business on that date will be entitled to receive notice of and to vote at the Annual Meeting and
any adjournments or postponements thereof.
You are requested to authorize a proxy to vote your shares by completing, dating and signing
the enclosed Proxy Card, which is being solicited by the Board of Directors, and by mailing it
promptly in the enclosed postage-prepaid envelope. Any proxy may be revoked by a writing delivered
to the Corporation stating that the proxy is revoked or by delivery of a properly executed, later
dated proxy. Stockholders of record who attend the Annual Meeting may vote in person by notifying
the Secretary, even if they have previously delivered a signed proxy.
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By Order of the Board of Directors |
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MARK A. GLAZER
Secretary |
Andover, Massachusetts
April 27, 2006
Whether or not you plan to attend the Annual Meeting, please complete, sign, date and promptly
return the enclosed Proxy Card in the enclosed postage-prepaid envelope. If you attend the Annual
Meeting, you may vote your shares in person if you wish, even if you have previously returned your
Proxy Card.
VICOR CORPORATION
25 FRONTAGE ROAD
ANDOVER, MASSACHUSETTS 01810
TELEPHONE (978) 470-2900
PROXY STATEMENT
FOR THE 2006 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, June 22, 2006
April 27, 2006
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board
of Directors of Vicor Corporation (the Corporation) from holders of the outstanding shares of
capital stock of the Corporation for use at the 2006 Annual Meeting of Stockholders (the Annual
Meeting) of the Corporation to be held on Thursday, June 22, 2006 at 5:00 p.m., local time, at the
Andover Country Club, 60 Canterbury Street, Andover, Massachusetts, and at any adjournments or
postponements thereof. At the Annual Meeting, stockholders will be asked to consider and vote on
the proposals set forth in this Proxy Statement.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are first
being sent to stockholders on or about May 17, 2006. The Board of Directors has fixed the close of
business on April 28, 2006 as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting (the Record Date). Only stockholders of
record at the close of business on the Record Date will be entitled to receive notice of and to
vote at the Annual Meeting. As of March 31, 2006, there were outstanding and entitled to vote
30,172,302 shares of Common Stock and 11,854,952 shares of Class B Common Stock of the Corporation.
Each share of Common Stock entitles the holder thereof to one vote per share and each share of
Class B Common Stock entitles the holder thereof to ten (10) votes per share. Shares of Common
Stock and Class B Common Stock will vote together as a single class on the proposals set forth in
this Proxy Statement.
Stockholders of the Corporation are requested to complete, date, sign and return the
accompanying Proxy Card in the enclosed postage-prepaid envelope. Shares represented by a properly
executed proxy received prior to the vote at the Annual Meeting and not revoked will be voted at
the Annual Meeting as directed on the proxy. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the fixing of the number of Directors at eight
and the election of the eight nominees for Directors of the Corporation named in this Proxy
Statement. It is not anticipated that any matters other than those set forth in this Proxy
Statement will be presented at the Annual Meeting. If other matters are presented, proxies will be
voted in accordance with the discretion of the proxy holders.
A stockholder of record may revoke a proxy at any time before it has been exercised by (1)
filing a written revocation with the Secretary of the Corporation at the address of the Corporation
set forth above; (2) filing a duly executed proxy bearing a later date; or (3) appearing in person,
notifying the Secretary and voting by ballot at the Annual Meeting. Any stockholder of record as
of the Record Date attending the Annual Meeting may vote in person whether or not a proxy has been
previously given, but the presence (without further action) of a stockholder at the Annual Meeting
will not constitute revocation of a previously given proxy. The presence, in person or by proxy,
of holders of a majority in interest of all stock issued, outstanding and entitled to vote at the
Annual Meeting shall constitute a quorum for the transaction of business at the Annual Meeting.
Shares that reflect abstentions or broker non-votes (i.e., shares held by brokers or other
nominees that are represented at the Annual Meeting but as to which such brokers or nominees have
not received instructions from the beneficial owners or persons entitled to
vote such shares and, with respect to one or more but not all matters, such brokers or
nominees do not have discretionary voting power to vote such shares) will be counted for purposes
of determining whether a quorum is present for the transaction of business at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be borne by the
Corporation. In addition to the solicitation of proxies by mail, the Directors, officers and
employees of the Corporation may also solicit proxies personally or by telephone, e-mail or other
form of electronic communication without special compensation for such activities. The Corporation
will also request persons, firms and corporations holding shares in their names or in the names of
their nominees, which are beneficially owned by others, to send proxy materials to and obtain
proxies from such beneficial owners. The Corporation will reimburse such holders for their
reasonable expenses in connection therewith.
The Corporations 2005 Annual Report (the Annual Report), including financial statements for
the fiscal year ended December 31, 2005, is being mailed to stockholders concurrently with this
Proxy Statement. The Annual Report, however, is not part of the proxy solicitation materials. The
Corporation will deliver promptly, upon written or oral request, a separate copy of the Annual
Report or proxy statement, as applicable, to a security holder at a shared address to which a
single copy of the document was delivered.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Corporation has recommended that the number of Directors be
fixed at eight and has nominated the eight individuals named below for election as Directors. Each
of the nominees is presently serving as a Director of the Corporation. If elected, the nominees
will serve until the 2007 Annual Meeting of Stockholders and until their respective successors are
duly elected and qualified. Properly executed proxies will be voted for the nominees named below
unless otherwise specified in the proxy. The Board of Directors anticipates that each of the
nominees, if elected, will serve as a Director. However, if any person nominated by the Board of
Directors is unable to serve or for good cause will not serve, proxies solicited hereby will be
voted either for the election of another person designated by the Board of Directors or to fix the
number of Directors at a lesser number and elect a lesser number of nominees able and willing to
serve. A plurality of the votes cast by the holders of Common Stock and Class B Common Stock,
voting together as a single class, for a nominee for Director shall elect such nominee.
Accordingly, abstentions, broker non-votes and votes withheld from any nominee will have no effect
on this proposal. Holders of voting rights sufficient to elect each of the nominees named below
have indicated an intention to vote in favor of such nominees.
The Board of Directors unanimously recommends a vote FOR fixing the number of Directors at
eight and the election of all of the nominees.
Information Regarding Nominees
The following sets forth certain information as of March 31, 2006 with respect to the eight
nominees for election to the Board of Directors. Information regarding the beneficial ownership of
shares of the capital stock of the Corporation by such persons is set forth in the section of this
Proxy Statement entitled Principal and Management Stockholders. There is no family relationship
among any of the Directors or executive officers of the Corporation.
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Director Since |
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Principal Occupation for Past Five Years |
Patrizio Vinciarelli
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59 |
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1981 |
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Chairman of the Board, President and Chief
Executive Officer of the Corporation. |
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Estia J. Eichten
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59 |
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1981 |
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Senior Scientist with the Fermi National
Accelerator Laboratory in Batavia, Illinois since
1989; President of VLT Corporation, a wholly-owned
subsidiary of the Corporation, from 1987 to July
2000. Mr. Eichten is currently a Director of VLT,
Inc., a wholly-owned subsidiary of the Corporation. |
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Director Since |
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Principal Occupation for Past Five Years |
Jay M. Prager
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59 |
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1993 |
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Independent product development and intellectual
property consultant since 2005. Mr. Prager held
the positions of Senior Vice President, Technology
of the Corporation from 1991 to 2005 and Vice
President, Systems Engineering from 1987 to 1991. |
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Barry Kelleher
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57 |
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1999 |
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Senior Vice President, Global Operations and
General Manager of the Corporations Brick Business
Unit since 2005 and Senior Vice President, Global
Operations from 1999 to 2005. |
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David T. Riddiford
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70 |
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1984 |
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General Partner of the general partner of PR
Venture Partners, Limited Partnership, a venture
capital affiliate of Pell, Rudman & Co., Inc., an
investment advisory firm, since 1987. Mr.
Riddiford is currently a Director of Datawatch
Corporation, a provider of enterprise reporting and
business intelligence solutions and support center
software. |
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M. Michael Ansour
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52 |
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1993 |
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Managing Member of March Partners LLC, an
investment company in New York City, since 1992. |
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Samuel J. Anderson
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49 |
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2001 |
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Founder, Chairman, Chief Executive Officer and
President of Great Wall Semiconductor, a
semiconductor manufacturer, since its inception in
2002. Chairman of the Board of Directors of
Advanced Analogic Technologies Inc., a supplier of
power management semiconductors, since 2001. Vice
President of Corporate Business Development of ON
Semiconductor Corporation, a supplier of
semiconductors, from 1999 to 2001. Director of
Operations of Motorola, Inc.s Components Mixed
Signal Operations and various positions in
Motorolas Semiconductor Products Sector from 1984
to 1999. |
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Joseph W. Kelly
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61 |
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2006* |
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General Partner of Shanghai Venture Partners, a
private investment firm, since its inception in
2001. Chief Financial Officer of Ivrea
Pharmaceuticals, Inc. since its inception in 2005.
Senior Vice President and Chief Financial Officer
of Cytyc Corporation from 1995 to 2000. |
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Mr. Kelly has been appointed as a Director effective May 15, 2006. |
The Board of Directors and Its Committees
The Corporations Board of Directors held five meetings during the fiscal year ended December
31, 2005. Each of the Directors attended 75% or more of the total number of meetings of the Board
of Directors and meetings of the committees of the Board of Directors on which he served during
2005. Directors are expected to attend annual meetings of stockholders of the Corporation in
person unless doing so is impracticable due to unavoidable conflicts. All of the directors
attended the 2005 annual meeting of stockholders. The Board of Directors has established an Audit
Committee and an Executive Compensation Committee. The Board does not have a standing nominating
committee because it believes that the full Board is in the best position to evaluate potential
director nominees and,
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therefore, it is not necessary for the Corporation to have a nominating committee. The full
Board of Directors performs the function of such a committee.
The Corporation is a controlled company in accordance with the corporate governance rules
contained in the Marketplace Rules of the National Association of Securities Dealers, Inc. (the
NASDAQ Rules) because Dr. Vinciarelli holds more than 50% of the voting power of the outstanding
stock of the Corporation. As a result, the Corporation is not required to have (1) a majority of
independent directors on its Board of Directors, (2) the compensation of its executive officers
determined by independent directors, or (3) its director nominees selected or recommended by
independent directors. The Board of Directors has determined that four of its eight Directors,
Messrs. Ansour, Eichten, Kelly and Riddiford, are independent directors for purposes of the NASDAQ
Rules.
Audit Committee The Board of Directors has established an Audit Committee that complies with
the NASDAQ Rules. The Audit Committee is currently composed of Messrs. Ansour, Eichten and
Riddiford. Mr. Kelly has been appointed to the Audit Committee effective as of May 15, 2006.
Information regarding the functions performed by the Audit Committee and the number of meetings
held during the fiscal year is set forth in the section of this Proxy Statement entitled Report of
the Audit Committee. The Audit Committee is governed by a written charter approved by the Board
of Directors, a copy of which was included as Appendix A to the Corporations Proxy Statement for
its 2004 annual meeting of stockholders. The Board of Directors has determined that the members of
the Audit Committee are independent under the applicable NASDAQ Rules and rules of the SEC.
The Board of Directors has determined that none of the present members of the Audit Committee
meet the definition of audit committee financial expert as defined by Item 401(h) of Regulation
S-K promulgated by the SEC, but that Mr. Kelly is an audit committee financial expert. The
Corporation believes that the present members of its Audit Committee have substantial experience in
reviewing financial statements and overseeing financial reporting. In addition, in compliance with
NASDAQ Rules, one present member of the Corporations Audit Committee, Mr. Riddiford, has past
employment experience that results in his financial sophistication.
Executive Compensation Committee The Executive Compensation Committee is composed of Messrs.
Eichten, Riddiford and Ansour. The Executive Compensation Committee is responsible for
establishing salaries, bonuses and other compensation for the officers of the Corporation and
administering the Corporations stock option and bonus plans pursuant to authority delegated to it
by the Board of Directors. The Executive Compensation Committee did not hold any formal meetings
during 2005; however, they did act by written consent in lieu of meetings, including for the
purpose of approving all stock option awards during 2005.
Director Nomination Process
The full Board of Directors performs the director nomination function for the Corporation.
The Board does not have a charter that governs the director nomination process, although it has
established director nomination procedures that set forth the current process for identifying and
evaluating director nominees.
Board
Membership Criteria The Board of Directors has established the following criteria for
Board membership. At a minimum, the Board must be satisfied that each nominee has high personal
and professional integrity, has demonstrated exceptional ability and judgment, and is expected, in
the judgment of the Board, to be highly effective, in conjunction with the other nominees to the
Board, in collectively serving the interests of the Corporation and its stockholders. In addition
to the minimum qualifications for each nominee set forth above, the Board will select persons for
nomination who have industry or other relevant experience and to help ensure that its Audit
Committee will be comprised entirely of independent directors.
Identifying
and Evaluating Nominees The Board may solicit recommendations from any or all of
the following sources: non-management directors, the Chief Executive Officer, other executive
officers, third-party search firms, or any other source it deems appropriate. The Board will
review and evaluate the qualifications of any such proposed director candidate, and conduct
inquiries it deems appropriate. The Board will evaluate all such proposed director candidates in
the same manner. In identifying and evaluating proposed director candidates, the Board may
consider, in addition to the minimum qualifications and other criteria for Board membership
approved by the Board from time to time, all facts and circumstances that it deems appropriate or
advisable, including, among other things, whether it is appropriate to expand the size of the
Board, the skills of the proposed director candidate, his or her
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depth and breadth of business experience or other background characteristics, his or her
independence and the needs of the Board. Based on these considerations, the Board may nominate the
director candidate who it believes will, together with the existing Board members and other
nominees, best serve the interests of the Company and its stockholders.
Securityholder
Recommendations The Boards current policy is to review and consider in
accordance with the procedures described above any director candidates recommended by stockholders
of the Corporation entitled to vote in the election of directors. All stockholder recommendations
for director candidates must be submitted to the Secretary of the Corporation at Vicor Corporation,
25 Frontage Road, Andover, MA 01810, who will forward all recommendations to the Board.
All stockholder recommendations for director candidates must include the following
information:
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the name and address of record of the stockholder; |
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a representation that the stockholder is a record holder of shares of stock of the
Corporation entitled to vote in the election of directors, or if the stockholder is not a
record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the
Securities Exchange Act of 1934; |
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the name, age, business and residential address, educational background, current
principal occupation or employment, and principal occupation or employment for the
preceding five (5) full fiscal years of the proposed director candidate; |
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a description of the qualifications and background of the proposed director candidate
which addresses the minimum qualifications and other criteria for Board membership approved
by the Board from time to time; |
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a description of all arrangements or understandings between the stockholder and the
proposed director candidate; |
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the consent of the proposed director candidate (1) to be named in the proxy statement
relating to the Companys annual meeting of stockholders and (2) to serve as a director if
elected at such annual meeting; and |
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any other information regarding the proposed director candidate that is required to be
included in a proxy statement filed pursuant to the rules of the SEC. |
Communications with the Board
If you wish to communicate with any Director of the Corporation or the Board of Directors as a
group, you may do so by writing to them at [Name(s) of Director(s)/Board of Directors of Vicor
Corporation], c/o Corporate Secretary, Vicor Corporation, 25 Frontage Road, Andover, MA 01810. All
correspondence should be sent via certified U.S. mail, return receipt requested. All
correspondence received by the Corporate Secretary will be forwarded by the Corporate Secretary
promptly to the addressee(s).
Code of Ethics
The Corporation has established and adopted a Code of Business Conduct and Ethics that applies
to its directors, officers and employees. This Code of Business Conduct and Ethics is posted on
the Corporations website, www.vicorpower.com under the heading Company, the heading About Vicor
- - Management Team and the subheading Corporate Governance.
Directors Compensation
Directors of the Corporation did not receive cash compensation for their service on the Board
of Directors in the first half of 2004. Effective July 2004, each non-employee Director is
compensated $7,500 per quarter.
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Additionally, each employee Director, other than any Director who holds in excess of 10% of
the total number of shares of the capital stock of the Corporation (i.e., Mr. Vinciarelli), and
each non-employee Director receives an annual grant of non-qualified stock options upon election as
a Director following the Annual Meeting of Stockholders under the Corporations Amended and
Restated 2000 Stock Option and Incentive Plan (the 2000 Plan). Currently, the formula to
calculate the stock option award is $50,000 divided by the price of Vicor stock at the close of
market as reported on the NASDAQ National Market (NASDAQ) on the day of the Annual Shareholders
meeting. Accordingly, each non-employee Director and each employee Director, other than Mr.
Vinciarelli, received non-qualified stock options to purchase up to 3,585 shares of Common Stock on
June 23, 2005 at an exercise price of $13.95 per share. Half of these options will become
exercisable one year after the grant date while the remainder becomes exercisable after two years.
These options expire three years from the grant date.
Executive Officers
Executive officers hold office until the first meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors are elected and qualified or until
their earlier death, resignation or removal. The following persons are the executive officers of
the Corporation.
Patrizio Vinciarelli, 59, Chairman of the Board, President and Chief Executive Officer. Dr.
Vinciarelli founded the Corporation in 1981 and has served as Chairman, President and Chief
Executive Officer since that time.
Barry Kelleher, 57, Senior Vice President, Global Operations and General Manager of the
Corporations Brick Business Unit since June 2005. Mr. Kelleher held the position of Senior Vice
President, Global Operations from March 1999 to June 2005 and Senior Vice President, International
Operations from 1993 to 1999. Prior to joining the Corporation in 1993, Mr. Kelleher was employed
at Computer Products Inc., a manufacturer of power conversion products, since 1981, where he held
the position of Corporate Vice President and President of the Power Conversion Group.
Mark A. Glazer, 53, Chief Financial Officer, Treasurer and Secretary since 1997. From April
1998 to March 1999, Mr. Glazer was Acting Vice President, Operations. Mr. Glazer held the position
of Vice President, Finance from 1993 to 1997 and Controller of the Corporation from 1988 to 1993.
From 1983 to 1988, Mr. Glazer was employed by Analog and Digital Systems, Inc., a manufacturer of
home and automotive stereo equipment, where he was Controller from 1983 to 1986 and Treasurer from
1986 to 1987, after which time he was promoted to Vice President, Finance.
H. Allen Henderson, 58, Vice President, Vicor Corporation since 1999; President, Westcor
Division since March 1999; and President and Chief Executive Officer, VLT, Inc. since July 2000.
Mr. Henderson held the position of General Manager of the Westcor Division from 1987 to 1999 and
Sales Manager from 1985 to 1987. Prior to joining the Corporation in 1985, Mr. Henderson was
employed at Boschert, Inc., a manufacturer of power supplies, since 1984, where he held the
position of Director of Marketing.
Douglas W. Richardson, 58, Vice President, Chief Information Officer since November 2000.
From 1996 to 2000, Mr. Richardson held the position of Director, Application Development and from
1994 to 1996 Manager, Computer Integrated Manufacturing of the Corporation. Prior to joining the
Corporation in 1994, Mr. Richardson was a Program Manager and Director of Quality Management from
1982 to 1994 for ITP Systems, a subsidiary of PricewaterhouseCoopers, specializing in manufacturing
automation systems.
Richard E. Zengilowski, 51, Vice President, Human Resources since August 2001. Prior to
joining the Corporation in 2001, Mr. Zengilowski was employed by Simplex Time Recorder Co., a
manufacturer and distributor of life safety equipment and automated time and attendance products,
from 1992 to 2001, where he held the position of Assistant General Counsel from 1992 to 1998 and
Director of Legal Affairs, Human Resources from 1998 to 2001.
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PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth the beneficial ownership of the Corporations Common Stock and
Class B Common Stock held by (1) each person or entity that is known to the Corporation to be the
beneficial owner of more than five percent of the outstanding shares of either class of the
Corporations common stock, (2) each Director of the Corporation, (3) each of the executive
officers of the Corporation named in the Summary Compensation Table, and (4) all Directors and
executive officers as a group, based on representations of the Directors and executive officers of
the Corporation as of January 31, 2006, a review of filings on Schedules 13D, 13F and 13G under the
Securities Exchange Act of 1934, as amended (the Exchange Act), and holdings reported by the
National Association of Securities Dealers Automated Quotation System (NASDAQ) as of December 31,
2005. Except as otherwise specified, the named beneficial owner has sole voting and investment
power over the shares. The information in the table reflects shares outstanding of each class of
common stock on January 31, 2006, and does not, except as otherwise indicated below, take into
account conversions after such date of shares of Class B Common Stock into Common Stock.
Subsequent conversions of Class B Common Stock into Common Stock will increase the voting control
of persons who retain shares of Class B Common Stock. The percentages have been determined as of
January 31, 2006 in accordance with Rule 13d-3 under the Exchange Act, and are based on a total of
41,858,386 shares of common stock that were outstanding on such date, of which 30,003,434 were
shares of Common Stock entitled to one vote per share and 11,854,952 were shares of Class B Common
Stock entitled to ten (10) votes per share. Each share of Class B Common Stock is convertible into
one share of Common Stock at any time upon the election of the holder thereof.
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Percent of |
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|
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Total |
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Percent of |
|
Class B |
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|
|
Number of |
|
Common Stock |
|
Common Stock |
|
Percent |
|
|
Shares Beneficially |
|
Beneficially |
|
Beneficially |
|
of Voting |
Name and Address of Beneficial Owner(1) |
|
Owned (2) (3) |
|
Owned |
|
Owned |
|
Power |
Patrizio Vinciarelli |
|
|
20,986,256 |
|
|
|
33.2 |
% |
|
|
93.0 |
% |
|
|
80.9 |
% |
Estia J. Eichten |
|
|
1,226,308 |
(4) |
|
|
1.8 |
% |
|
|
5.8 |
% |
|
|
5.0 |
% |
David T. Riddiford |
|
|
122,094 |
(5) |
|
|
* |
|
|
|
* |
|
|
|
* |
|
M. Michael Ansour |
|
|
47,394 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
Barry Kelleher |
|
|
41,183 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
Samuel J. Anderson |
|
|
40,066 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
Jay M. Prager |
|
|
35,112 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
Mark A. Glazer |
|
|
24,600 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
H. Allen Henderson |
|
|
22,961 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
Richard E. Zengilowski |
|
|
11,135 |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
All Directors and executive officers as a group
(11 persons) |
|
|
22,576,781 |
|
|
|
35.8 |
% |
|
|
99.0 |
% |
|
|
86.1 |
% |
Pequot
Capital Management, Inc. (6)
500 Nyala Farm Rd., Westport, CT 06880 |
|
|
2,532,800 |
|
|
|
8.4 |
% |
|
|
* |
|
|
|
1.7 |
% |
|
|
|
* |
|
Less than 1% |
|
(1) |
|
The address for each of the persons named in the table, but not specified therein, is: c/o
Vicor Corporation, 25 Frontage Road, Andover, MA 01810. |
|
(2) |
|
Includes shares issuable upon the exercise of options to purchase Common Stock that are
exercisable or will become exercisable on or before April 1, 2006 in the following amounts:
Mr. Vinciarelli, 32,054 shares of Common Stock; Mr. Eichten, 28,394 shares of Common Stock;
Mr. Riddiford, 28,394 shares of Common Stock; Mr. Ansour, 28,394 shares of Common Stock; Mr.
Kelleher, 40,633 shares of Common Stock; Mr. Anderson, 34,827 shares of Common Stock; Mr.
Prager, 34,816 shares of Common Stock; Mr. Glazer 24,600 shares of Common Stock; Mr.
Henderson, 22,961 shares of Common Stock; Mr. Zengilowski, 11,135 shares of Common Stock; and
all Directors and executive officers as a group, 314,511 shares of Common Stock. |
|
(3) |
|
The calculation of the total number of shares of Common Stock beneficially owned includes the
following: for Mr. Vinciarelli, 11,023,648 shares of Class B Common Stock; for Mr. Eichten
690,700 shares of Class B |
7
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Common Stock; for Mr. Ansour, 18,000 shares of Class B Common Stock; and for all Directors and
executive officers as a group, 11,732,348 shares of Class B Common Stock. |
|
(4) |
|
Includes 8,750 shares of Common Stock beneficially owned by Mr. Eichtens spouse as to which
Mr. Eichten disclaims beneficial ownership. In addition, includes 70,700 shares of Common
Stock held by the Belle S. Feinberg Memorial Trust of which Mr. Eichten is a trustee. Mr.
Eichten disclaims beneficial ownership of the shares of Common Stock held by the Belle S.
Feinberg Memorial Trust. |
|
(5) |
|
Includes 4,500 shares of Common Stock beneficially owned by Mr. Riddifords spouse as to
which Mr. Riddiford disclaims beneficial ownership. |
|
(6) |
|
Information reported is based upon a Schedule 13G filed on February 14, 2006. This Schedule
13G indicates that the reporting person (i) has sole voting power with respect to 2,475,000 of
the shares, and (ii) sole dispositive power with respect to 2,532,800 of the shares. |
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for each of the Corporations last three fiscal years, the
annual compensation paid by the Corporation to the Chief Executive Officer and the other four most
highly compensated executive officers who, on the basis of annual salary and bonus, earned more
than $100,000 during 2005.
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Long Term |
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Compensation |
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Annual Compensation |
|
Awards |
|
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Shares |
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|
Other Annual |
|
Underlying |
|
All Other |
Name and Principal Position |
|
Year |
|
Salary |
|
Bonus |
|
Compensation |
|
Options (#) |
|
Compensation |
|
|
|
|
|
|
|
|
(1) |
|
|
|
(2) |
Patrizio Vinciarelli |
|
|
2005 |
|
|
$ |
275,285 |
|
|
$ |
|
|
|
$ |
9,885 |
|
|
|
|
|
|
$ |
|
|
President and Chief |
|
|
2004 |
|
|
|
257,062 |
|
|
|
|
|
|
|
10,581 |
|
|
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|
|
|
|
|
Executive Officer |
|
|
2003 |
|
|
|
245,000 |
|
|
|
|
|
|
|
10,519 |
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|
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|
|
|
|
|
|
|
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|
Barry Kelleher |
|
|
2005 |
|
|
|
228,461 |
|
|
|
26,551 |
|
|
|
12,045 |
|
|
|
3,585 |
|
|
|
3,427 |
|
Sr. Vice President, Global |
|
|
2004 |
|
|
|
209,846 |
|
|
|
21,597 |
|
|
|
10,541 |
|
|
|
3,330 |
|
|
|
2,982 |
|
Operations and General Manager |
|
|
2003 |
|
|
|
200,000 |
|
|
|
11,461 |
|
|
|
9,467 |
|
|
|
4,882 |
|
|
|
3,000 |
|
of Brick Business Unit |
|
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|
|
|
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|
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|
|
|
|
H. Allen Henderson |
|
|
2005 |
|
|
|
191,224 |
|
|
|
|
|
|
|
21,090 |
|
|
|
|
|
|
|
2,868 |
|
Vice President, Vicor Corporation |
|
|
2004 |
|
|
|
179,435 |
|
|
|
|
|
|
|
15,360 |
|
|
|
|
|
|
|
2,692 |
|
President, Westcor Division |
|
|
2003 |
|
|
|
176,000 |
|
|
|
|
|
|
|
23,860 |
|
|
|
|
|
|
|
2,539 |
|
President, VLT, Inc. |
|
|
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|
|
|
|
|
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|
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|
|
|
Mark A. Glazer |
|
|
2005 |
|
|
|
189,474 |
|
|
|
|
|
|
|
13,685 |
|
|
|
|
|
|
|
2,842 |
|
Chief Financial Officer |
|
|
2004 |
|
|
|
179,418 |
|
|
|
|
|
|
|
12,715 |
|
|
|
|
|
|
|
2,684 |
|
Treasurer and Secretary |
|
|
2003 |
|
|
|
171,000 |
|
|
|
|
|
|
|
10,348 |
|
|
|
|
|
|
|
2,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard E. Zengilowski |
|
|
2005 |
|
|
|
168,542 |
|
|
|
|
|
|
|
11,113 |
|
|
|
|
|
|
|
2,528 |
|
Vice President |
|
|
2004 |
|
|
|
157,385 |
|
|
|
|
|
|
|
12,505 |
|
|
|
|
|
|
|
2,339 |
|
Human Resources |
|
|
2003 |
|
|
|
150,000 |
|
|
|
|
|
|
|
9,209 |
|
|
|
|
|
|
|
2,250 |
|
|
|
|
(1) |
|
This column sets forth the cost of providing certain perquisites and benefits to the named
executive officers. The amounts shown relate primarily to automobile allowances, which were
as follows: for Mr. Vinciarelli, $9,538 in 2005, $10,331 in 2004 and $10,269 in 2003; Mr.
Kelleher, $8,940 in 2005, $8,827 in 2004 and $8,459 in 2003; Mr. Henderson, $7,810 in 2005,
$8,179 in 2004 and $14,055 in 2003; Mr. Glazer, $9,573 in 2005, $8,768 in 2004 and $8,883 in
2003; and Mr. Zengilowski, $8,450 in 2005, $8,312 in 2004 and $7,973 in 2003. |
8
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|
|
The remaining amounts shown in this column for each executive officer represent premiums and
reimbursements for supplemental medical insurance costs. |
|
(2) |
|
This column sets forth the amount of 401(k) match dollars. |
Option/SAR Grants in Last Fiscal Year
The following table sets forth each grant of stock options during the fiscal year ended
December 31, 2005 to the Chief Executive Officer and each other executive officer named in the
Summary Compensation Table. All stock options granted in 2005 were options to purchase shares of
the Corporations Common Stock. No stock appreciation rights (SARs) have been granted by the
Corporation. The table also shows the value of the options at the end of the option terms assuming
the price of the Corporations Common Stock appreciates annually by 5% and 10%, respectively. The
options will only have value if they are exercised, and that value will depend entirely on the
market price of the Common Stock on the exercise date. Potential realizable values are based on
assumed compound annual appreciation rates specified by the SEC and are not intended to forecast
possible future appreciation, if any, of the price of the Common Stock. There can be no assurance
that the price of the Common Stock will appreciate at the rates shown in the table. A total of
78,160 options to purchase Common Stock were granted to the Corporations employees during fiscal
year ended December 31, 2005.
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
Individual Grants |
|
Potential Realizable |
|
|
Number of Shares |
|
Percent of |
|
|
|
|
|
|
|
|
|
Value at Assumed |
|
|
Underlying |
|
Total Options |
|
|
|
|
|
|
|
|
|
Annual Rates of Stock |
|
|
Options |
|
Granted to |
|
Exercise or |
|
|
|
|
|
Price Appreciation for |
|
|
Granted |
|
Employees |
|
Base Price |
|
Expiration |
|
Option Term($) |
Name |
|
(#) |
|
In Fiscal Year |
|
($/Sh) |
|
Date |
|
5% |
|
10% |
Barry Kelleher |
|
|
3,585 |
(1) |
|
|
4.59 |
% |
|
$ |
13.95 |
|
|
|
6/23/2008 |
|
|
$ |
7,883 |
|
|
$ |
16,554 |
|
|
|
|
(1) |
|
These options were granted on June 23, 2005, in connection with Mr. Kellehers re-election as
a Director. Half of these options will become exercisable one year after the grant date while
the remainder becomes exercisable after two years. |
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth the shares acquired and the value realized upon exercise of
options to purchase Common Stock during the fiscal year ended December 31, 2005 by the Chief
Executive Officer and each other executive officer named in the Summary Compensation Table and
certain information concerning the number and value of unexercised options.
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
Value of Unexercised |
|
|
|
|
|
|
|
|
|
|
Underlying Unexercised |
|
In-the-Money |
|
|
Shares Acquired |
|
Value |
|
Options at Fiscal Year-End (#) |
|
Options at Fiscal Year-End ($)(1) |
Name |
|
On Exercise (#) |
|
Realized ($) |
|
Exercisable |
|
Unexercisable |
|
Exercisable |
|
Unexercisable |
Patrizio Vinciarelli |
|
|
|
|
|
$ |
|
|
|
|
32,235 |
|
|
|
1,255 |
|
|
$ |
48,829 |
|
|
$ |
2,736 |
|
Barry Kelleher |
|
|
3,019 |
|
|
|
19,034 |
|
|
|
38,471 |
|
|
|
10,029 |
|
|
|
100,291 |
|
|
|
35,610 |
|
H. Allen Henderson |
|
|
876 |
|
|
|
6,511 |
|
|
|
25,595 |
|
|
|
1,369 |
|
|
|
33,525 |
|
|
|
4,073 |
|
Mark A. Glazer |
|
|
426 |
|
|
|
3,140 |
|
|
|
28,186 |
|
|
|
1,337 |
|
|
|
50,126 |
|
|
|
3,951 |
|
Richard E. Zengilowski |
|
|
374 |
|
|
|
2,771 |
|
|
|
10,949 |
|
|
|
3,454 |
|
|
|
24,375 |
|
|
|
12,845 |
|
|
|
|
(1) |
|
Equal to the aggregate market value of shares covered by in-the-money options on December 31,
2005 (based on the closing sale price of the Corporations Common Stock on NASDAQ on December
31, 2005 of $15.81 per share), less the aggregate option exercise price. Options are
in-the-money if the market value of the shares covered thereby is greater than the option
exercise price. |
9
Report of the Executive Compensation Committee of the Board of Directors
The Executive Compensation Committee of the Board of Directors of the Corporation (the
Compensation Committee) consists of David T. Riddiford, Estia J. Eichten, and M. Michael Ansour,
none of whom are employees of the Corporation. The Compensation Committee establishes the terms of
and grants awards under the Corporations 1993 Stock Option Plan (the 1993 Plan), the 1998 Stock
Option and Incentive Plan (the 1998 Plan), the 2000 Plan and other benefit plans. The
Compensation Committee also approves compensation policies for executive officers.
Compensation Policies for Executive Officers
The Corporations compensation program for executive officers currently consists primarily of
a base salary and awards of stock options. In addition to base salary, the Corporation provides
certain benefits to executive officers, such as automobile allowances and enhanced health insurance
coverage, which are not available to employees generally. Salary levels for executive officers are
proposed by management and approved by the Compensation Committee.
Historically, a key element of the Corporations incentive compensation program has been the
granting of options to purchase shares of the Corporations Common Stock under the Corporations
1993 Plan, 1998 Plan and 2000 Plan. The 1993 Plan, the 1998 Plan and the 2000 Plan are designed to
give each participating employee an ownership interest in the Corporation and to align the
interests of the employees with those of the Corporations stockholders.
Stock options are granted to employees and executive officers based upon guidelines
established by the Board of Directors and the Compensation Committee. In the past, the Corporation
maintained two option grant programs, (1) a continuation option award program, pursuant to which
employees and executive officers periodically were granted stock options based on their merit
salary increases and other factors, and (2) a Quarterly Profit Option Plan (QPOP), pursuant to
which Outstanding Contributor stock option awards were made, and the Corporations employees and
executive officers were granted stock options based on the profitability of the Corporations
business units and each employees and executive officers salary and length of service with the
Corporation. In November 2002, the Corporations Board of Directors suspended option grants under
these programs, except for the Outstanding Contributor award program that was maintained in a
modified form outside of the QPOP, and option grants to new hires.
Under the Outstanding Contributor award program, stock option awards may be made to recognize
and reward employees or teams of employees, which could include executive officers, for
contributions beyond expected job performance. Nominations for an Outstanding Contributor award
are submitted by department managers and supervisors to a review committee designated by the
Corporations officers. This review committee reviews the nominations and makes recommendations to
the Compensation Committee regarding the approval of Outstanding Contributor awards. All options
granted under this program are approved by the Compensation Committee.
The Compensation Committee, along with appropriate members of the Corporations management,
will continue to review the Corporations stock option, bonus and compensation plans in light of
the current economic environment and considering changes in the rules regarding accounting for
stock options.
Finally, to the extent applicable to the Corporation, the Compensation Committee intends to
review and to take any necessary and appropriate steps to ensure that the Corporation complies with
certain income tax regulations, which, if not satisfied, would limit the deductibility of executive
compensation above specified amounts.
Compensation of Chief Executive Officer
The Compensation Committee approves the annual salary for Mr. Vinciarelli, the Corporations
Chief Executive Officer. The Compensation Committee does not have specific criteria, either in
terms of individual or corporate performance, in evaluating the base salary of the Chief Executive
Officer. In light of the relatively low cash compensation paid to the Chief Executive Officer, the
Compensation Committee has not attempted to relate compensation of the Chief Executive Officer to
the performance of the Corporation. Based on salary data from
10
surveys and other sources, the Compensation Committee believes that the Chief Executive
Officers salary is at the lower end of the range of salaries for CEOs of comparable companies.
Submitted by the Executive Compensation Committee:
M. Michael Ansour
Estia J. Eichten
David T. Riddiford
Compensation Committee Interlocks and Insider Participation
Messrs. Eichten, Riddiford, and Ansour serve on the Compensation Committee. Messrs. Eichten,
Riddiford and Ansour do not serve as officers of the Corporation. The Corporation is not aware of
any compensation committee interlocks.
Report of the Audit Committee of the Board of Directors
The Audit Committee oversees the Corporations financial reporting process on behalf of the
Board of Directors. Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed the audited financial statements in the Annual
Report with management including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments and the clarity of disclosures
in the financial statements.
The Audit Committee reviewed with the independent registered public accounting firm, who is
responsible for expressing an opinion on the conformity of those audited financial statements with
generally accepted accounting principles, their judgments as to the quality, not just the
acceptability, of the Corporations accounting principles and such other matters as are required to
be discussed with the Audit Committee under generally accepted auditing standards. In particular,
the Audit Committee has discussed with the independent registered public accounting firm the
matters required to be discussed with them under the provision of Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standards), as modified or supplemented. In
addition, the Audit Committee has received the written disclosures and the letter from the
independent registered public accounting firm required by the Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as modified or supplemented, and has
discussed with the independent registered public accounting firm the auditors independence from
management and the Corporation and considered the compatibility of nonaudit services with the
auditors independence.
The Audit Committee discussed with the independent registered public accounting firm the
overall scope and plans for their audit. The Audit Committee meets with the independent registered
public accounting firm, with and without management present, to discuss the results of their
examination, their evaluation of the Corporations internal controls, and the overall quality of
the Corporations financial reporting. The Audit Committee held four meetings during fiscal 2005.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended
to the Board of Directors (and the Board approved) that the audited financial statements be
included in the Corporations Annual Report on Form 10-K for the year ended December 31, 2005 for
filing with the SEC.
Submitted by the Audit Committee:
M. Michael Ansour
Estia J. Eichten
David T. Riddiford
11
Certain Relationships and Related Transactions
In August 2003, the Corporation purchased a number of shares of non-voting preferred stock of
Great Wall Semiconductor Corporation (GWS) representing an approximately 5% equity interest in
GWS for $1,000,000. In March and August 2004, the Corporation purchased additional shares of
non-voting preferred stock of GWS representing an additional approximately 13% equity interest in
GWS for $2,000,000. The Corporations total investment in GWS was $3,000,000 as of March 31, 2006.
Mr. Anderson, a director of the Corporation, is the founder and president and a shareholder of
GWS. A majority of the equity interests in GWS are owned and controlled by an unrelated company.
In addition to the investment, the Corporation and GWS have entered into a cross-license agreement
and the Corporation purchases certain components from GWS. These purchases were approximately
$360,000 in 2005.
Equity Compensation Plan Information
The following table sets forth certain aggregated information for Vicor Corporation as of the
end of the most recently completed fiscal year regarding equity securities underlying awards made
under the 1993 Plan, the 1998 Plan and the Amended and Restated 2000 Stock Option and Incentive
Plan. All equity compensation plans of the Corporation have been approved by its stockholders.
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Number of securities |
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remaining available for |
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Number of securities to |
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Weighted-average exercise |
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future issuance under |
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be issued upon exercise |
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price of outstanding |
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equity compensation plans |
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of outstanding options, |
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|
options, warrants and |
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|
(excluding securities |
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Plan Category |
|
warrants and rights |
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|
rights |
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|
reflected in column [a]) |
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|
|
[a] |
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|
[b] |
|
|
[c] |
|
Equity
compensation plans
approved by
security holders |
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|
2,260,248 |
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$ |
18.14 |
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|
|
3,611,363 |
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Equity compensation
plans not approved
by security holders |
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|
|
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Total |
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2,260,248 |
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$ |
18.14 |
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|
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3,611,363 |
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12
STOCKHOLDER RETURN PERFORMANCE GRAPH
The graph set forth below presents the cumulative, five-year stockholder return for each of
the Corporations Common Stock, the Standard & Poors 500 Index (S&P 500 Index) and an index of
peer group companies selected by the Corporation (the Peer Group). The Peer Group consists of
the following ten (10) publicly-traded companies in the specialty electronic component industry:
Analog Devices Incorporated; Intel Corporation; Linear Technology Corporation; LSI Logic
Corporation; Xilinx Incorporated; Maxim Integrated Products, Inc.; Semtech Corporation; Intersil
Corporation; RF Micro Devices, Inc. and Altera Corporation.
The graph assumes an investment of $100 on December 31, 2000 in each of the Corporations
Common Stock, the S&P 500 Index and the Peer Group, and assumes reinvestment of all dividends. The
peer group indices used in the graph are market capitalization-weighted. The historical
information set forth below is not necessarily indicative of future performance.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG VICOR CORPORATION, S&P 500 INDEX
AND PEER GROUP COMPANIES
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2000 |
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2001 |
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2002 |
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2003 |
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2004 |
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2005 |
Vicor Corporation |
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$ |
100.00 |
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$ |
53.33 |
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$ |
27.16 |
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$ |
37.57 |
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$ |
43.17 |
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$ |
52.06 |
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S&P 500 Index |
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$ |
100.00 |
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$ |
88.12 |
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$ |
68.64 |
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$ |
88.32 |
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$ |
97.92 |
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$ |
102.73 |
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Peer Group Companies |
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$ |
100.00 |
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$ |
100.82 |
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$ |
51.54 |
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$ |
101.08 |
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$ |
76.81 |
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$ |
79.82 |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Corporations executive officers and Directors,
and persons who own more than 10% of a registered class of the Corporations equity securities
(collectively, Insiders), to file reports of ownership and changes in ownership with the SEC and
NASDAQ. Insiders are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. To the Corporations knowledge, based solely on a review of copies
of such reports and written representations that no other reports were required during the fiscal
year ended December 31, 2005, all transactions in the Corporations securities that were engaged in
by Insiders, and therefore required to be disclosed pursuant to Section 16(a) of the Exchange Act,
were timely reported.
13
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Corporation has selected Ernst & Young LLP as the independent registered public accounting
firm for the Corporation for the fiscal year ending December 31, 2006. A representative of Ernst &
Young LLP is expected to be present at the Annual Meeting and will be given the opportunity to make
a statement. The representative is expected to be available to respond to appropriate questions.
The following table summarizes the fees for services rendered by Ernst & Young LLP for the
fiscal years ended December 31, 2005 and 2004 in each of the following categories:
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2005 |
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2004 |
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Audit Fees |
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$ |
856,000 |
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$ |
802,000 |
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Audit Related Fees |
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10,000 |
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9,000 |
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Tax Fees |
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314,000 |
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327,000 |
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All Other Fees |
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0 |
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0 |
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Total Fees |
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$ |
1,180,000 |
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$ |
1,138,000 |
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Audit Fees include services provided in connection with the audit of the Companys consolidated
financial statements, the reviews of the Corporations quarterly reports on Form 10-Q,
assistance with and review of documents filed with the SEC, statutory audits required
internationally and accounting consultations that relate to the audited financial statements and
are necessary to comply with generally accepted auditing standards in the United States. The
2005 and 2004 audit fees also include $365,000 and $420,000, respectively, relating to the audit
of managements assessment and the operating effectiveness of the Companys internal control
over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002.
Audit-Related Fees include services provided in connection with audits of the Corporations
employee benefit plan.
Tax Fees include services provided in connection with tax compliance, tax advice, tax planning
and assistance with tax audits.
All Other Fees were for services not included in the categories above.
Pursuant to the Audit Committee charter, the Audit Committee must pre-approve all auditing
services and the terms thereof and non-audit services (other than non-audit services prohibited
under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company
Accounting Oversight Board) to be provided to the Corporation by the independent registered public
accounting firm; provided, however, the pre-approval requirement is waived with respect to the
provision of non-audit services for the Corporation if the de minimus provisions of Section
10A(i)(1)(B) of the Exchange Act are satisfied. Under the charter, the authority to pre-approve
non-audit services may be delegated to one or more members of the Audit Committee, who shall
present all decisions to pre-approve an activity to the full Audit Committee at its first meeting
following such decision. The Audit Committee approved all audit and non-audit services provided to
the Corporation by Ernst & Young LLP during the 2005 fiscal year.
14
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2007 Annual Meeting of Stockholders must
be received by the Corporation on or before January 17, 2007 in order to be considered for
inclusion in the Corporations proxy statement. These proposals must also comply with the rules of
the SEC governing the form and content of proposals in order to be included in the Corporations
proxy statement and form of proxy and should be directed to: Vicor Corporation, 25 Frontage Road,
Andover, Massachusetts 01810, Attention: Secretary. It is suggested that any stockholder proposal
be transmitted by certified mail, return receipt requested.
Proxies solicited by the Board of Directors will confer discretionary voting authority with
respect to stockholder proposals, other than proposals to be considered for inclusion in the
Corporations proxy statement described above, that the Corporation receives at the above address
after April 2, 2007. These proxies will also confer discretionary voting authority with respect to
stockholder proposals, other than proposals to be considered for inclusion in the Corporations
proxy statement described above, that the Corporation receives on or before April 2, 2007, subject
to SEC rules governing the exercise of this authority.
15
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þ |
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PLEASE MARK VOTES AS IN THIS EXAMPLE |
VICOR CORPORATION
COMMON STOCK
1. |
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Proposal to fix the number of Directors at eight and to elect the following Directors to hold office until the 2007 Annual
Meeting of Stockholders and until their respective successors are duly elected and qualified: |
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Nominees:
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(01) Samuel Anderson
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(04) Barry Kelleher
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(07) David T. Riddiford |
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(02) M. Michael Ansour
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(05) Joseph W. Kelly
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(08) Patrizio Vinciarelli |
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(03) Estia J. Eichten
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(06) Jay M. Prager |
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o |
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For fixing the number of Directors at eight and the election of all nominees except as noted above |
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o
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Withhold from all |
2. |
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In their discretion, the proxies are authorized to vote upon any other business that may properly come before the Annual Meeting or any
adjournments or postponements thereof. |
Mark box at right if an address change or comment has o
been noted on the reverse side of this card
Please be sure to sign and date this Proxy.
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Signature:
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Date:
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Signature:
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Date:
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Detach Card |
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Detach Card |
VICOR CORPORATION
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Card, which includes issues
related to the management and operation of your Corporation that require your immediate attention.
These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on this Proxy Card to indicate how your shares will be voted. Then sign the
card, detach it and return your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the 2006 Annual Meeting of Stockholders on June 22, 2006.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Vicor Corporation
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COMMON
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VICOR CORPORATION
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COMMON |
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 22, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
The undersigned hereby constitutes and appoints Patrizio Vinciarelli and Mark A. Glazer, and each
of them, as Proxies of the undersigned, with full power to appoint his substitute, and authorizes
each of them to represent and to vote all shares of Common Stock of Vicor Corporation (the
Corporation) held by the undersigned at the close of business on April 28, 2006, at the Annual
Meeting of Stockholders to be held at the Andover Country Club, 60 Canterbury Street, Andover,
Massachusetts, on Thursday, June 22, 2006 at 5:00 p.m., local time, and at any adjournments or
postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein by the undersigned
stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO FIX THE
NUMBER OF DIRECTORS AT EIGHT AND THE ELECTION OF ALL THE NOMINEES FOR DIRECTOR AND, IN THE
DISCRETION OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. A
stockholder wishing to vote in accordance with the Board of Directors recommendation need only
sign and date this proxy and return it in the envelope provided.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Annual Meeting
of Stockholders, the Proxy Statement with respect thereto and the Corporations 2005 Annual Report
to Stockholders and hereby revokes any proxy or proxies heretofore given. This proxy may be
revoked at any time before it is exercised.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Corporation. Joint owners should
each sign personally. Trustees and other fiduciaries should indicate the capacity in which they
sign, and where more than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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þ |
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PLEASE MARK VOTES AS IN THIS EXAMPLE |
VICOR CORPORATION
CLASS B COMMON STOCK
1. |
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Proposal to fix the number of Directors at eight and to elect the following Directors to hold office until the 2007 Annual
Meeting of Stockholders and until their respective successors are duly elected and qualified: |
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Nominees:
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(01) Samuel Anderson
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(04) Barry Kelleher
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(07) David T. Riddiford |
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(02) M. Michael Ansour
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(05) Joseph W. Kelly
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(08) Patrizio Vinciarelli |
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(03) Estia J. Eichten
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(06) Jay M. Prager |
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o |
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For fixing the number of Directors at eight and the election of all nominees except as noted above |
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o
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Withhold from all |
2. |
|
In their discretion, the proxies are authorized to vote upon any other business that may properly come before the Annual Meeting
or any adjournments or postponements thereof. |
Mark box at right if an address change or
comment has o
been noted on the reverse side of this card
Please be sure to sign and date this Proxy.
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Signature:
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Date:
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Signature:
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Date:
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Detach Card |
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Detach Card |
VICOR CORPORATION
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Card, which includes issues
related to the management and operation of your Corporation that require your immediate attention.
These are discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on this Proxy Card to indicate how your shares will be voted. Then sign the
card, detach it and return your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the 2006 Annual Meeting of Stockholders on June 22, 2006.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Vicor Corporation
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CLASS B COMMON
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VICOR CORPORATION
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CLASS B COMMON |
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 22, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
The undersigned hereby constitutes and appoints Patrizio Vinciarelli and Mark A. Glazer, and each
of them, as Proxies of the undersigned, with full power to appoint his substitute, and authorizes
each of them to represent and to vote all shares of Class B Common Stock of Vicor Corporation (the
Corporation) held by the undersigned at the close of business on April 28, 2006, at the Annual
Meeting of Stockholders to be held at the Andover Country Club, 60 Canterbury Street, Andover,
Massachusetts, on Thursday, June 22, 2006 at 5:00 p.m., local time, and at any adjournments or
postponements thereof.
When properly executed, this proxy will be voted in the manner directed herein by the undersigned
stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO FIX THE
NUMBER OF DIRECTORS AT EIGHT AND THE ELECTION OF ALL THE NOMINEES FOR DIRECTOR AND, IN THE
DISCRETION OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. A
stockholder wishing to vote in accordance with the Board of Directors recommendation need only
sign and date this proxy and return it in the envelope provided.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Annual Meeting
of Stockholders, the Proxy Statement with respect thereto and the Corporations 2005 Annual Report
to Stockholders and hereby revokes any proxy or proxies heretofore given. This proxy may be
revoked at any time before it is exercised.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Corporation. Joint owners should
each sign personally. Trustees and other fiduciaries should indicate the capacity in which they
sign, and where more than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED?
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DO YOU HAVE ANY COMMENTS? |
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