Proxy
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS OF
THE L.S. STARRETT COMPANY 121 CRESCENT STREET
ATHOL, MASSACHUSETTS 01331 The enclosed form of proxy and this Proxy Statement have been mailed to stockholders on or about
September 14, 2012 in connection with the solicitation by the Board of Directors of The L.S. Starrett Company (the “Company”) of proxies for use at the Annual Meeting of Stockholders to be held at the Company’s offices at 121 Crescent Street, Athol, Massachusetts 01331, on Wednesday, October 17, 2012, at 2:00 p.m., or at any adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
It is the intention of the persons named as proxies to vote shares represented by duly executed proxies for the
proposals described in this Proxy Statement unless contrary specification is made. Any such proxy may be revoked by a stockholder at any time prior to the voting of the proxy by a written revocation received by the Clerk of the Company, by properly executing and delivering a later-dated proxy, or by attending the meeting, requesting return of the proxy and voting in person. A proxy, when executed and not so revoked, will be voted at the meeting, including any adjournments thereof; and if it contains any specifications, it will be voted in accordance therewith. If no choice is specified, proxies will be voted in favor of the proposals described in this Proxy Statement.
Stockholders of record at the close of business on August 24, 2012 are entitled to vote at this meeting. On that
date, the Company had outstanding and entitled to vote 6,025,842 shares of Class A Common Stock (the “Class A Stock”) and 764,864 shares of Class B Common Stock (the “Class B Stock” and together with the Class A Stock, the “Common Stock”). Each outstanding share of Class A Stock entitles the record holder thereof to one vote and each outstanding share of Class B Stock entitles the record holder thereof to ten votes. The holders of Class A Stock are entitled to elect 25% of the Company’s directors to be elected at each meeting and such holders voting together with the holders of Class B Stock as a single class are entitled to elect the remaining directors to be elected at the meeting. Except for the foregoing and except as provided by law, all actions submitted to a vote of stockholders will be voted on by the holders of Class A Stock and Class B Stock voting together as a single class. The Company’s Board of Directors is divided into three classes with one class to be elected at each annual meeting of stockholders.
I. ELECTION OF DIRECTORS The Board of Directors has fixed the number of directors at seven and designated Ralph G. Lawrence,
Salvador de Camargo, Jr. and Stephen F. Walsh to serve as Class I Directors; Douglas A. Starrett and David A. Lemoine to serve as Class II Directors; and Richard B. Kennedy and Terry A. Piper to serve as Class III Directors; and, in the case of each director, until his successor is chosen and qualified.
It is the intention of the persons named in the proxy to vote for the election of the two persons named below as
Class II Directors, each to hold office for a term of three years and until his successor is chosen and qualified. The names and ages of the nominees for director proposed by the Board of Directors, their principal
occupations, the significant business directorships they hold, and the years in which they first became directors of the Company are as follows:
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