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Hayes Lemmerz International Inc – ‘DEF 14A’ for 7/13/04

On:  Friday, 5/28/04, at 4:23pm ET   ·   Effective:  5/28/04   ·   For:  7/13/04   ·   Accession #:  950124-4-2614   ·   File #:  0-50303

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/28/04  Hayes Lemmerz International Inc   DEF 14A     7/13/04    1:304K                                   Bowne - Bde

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    286K 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

HAYES LEMMERZ INTERNATIONAL, INC.

      Payment of Filing Fee (Check the appropriate box):

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HAYES LEMMERZ INTERNATIONAL, INC.

To Our Stockholders:

      I am pleased to invite you to attend the 2004 Annual Meeting of Stockholders of Hayes Lemmerz International, Inc. to be held on July 13, 2004 at 10:00 a.m. Eastern Standard Time, at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Detroit, Michigan 48242, for the following purposes:

      It is important that your shares be voted, regardless of whether you are able to attend the Annual Meeting. To be sure that your shares are represented, please sign and mail the enclosed proxy card promptly. This will not prevent you from voting your shares in person if you choose to do so. Details regarding the business to be conducted at the Annual Meeting are fully described in the accompanying Notice of Annual Meeting and Proxy Statement. We hope you will read the Proxy Statement and submit your proxy.

      Our Board of Directors and management thank you for your ongoing support and continued interest in Hayes Lemmerz.

      The Proxy Statement and the accompanying proxy card are expected to be first mailed to stockholders on or about June 8, 2004.

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HAYES LEMMERZ INTERNATIONAL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Northville, Michigan 48167

2004 ANNUAL MEETING OF STOCKHOLDERS

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HAYES LEMMERZ INTERNATIONAL, INC.

PROXY STATEMENT

      This Proxy Statement contains information relating to the Annual Meeting of Stockholders of Hayes Lemmerz International, Inc., a Delaware corporation, to be held on July 13, 2004, beginning at 10:00 a.m. Eastern Standard Time, at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Detroit, Michigan 48242, and at any adjournment of the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

      At our Annual Meeting, stockholders will act upon the following proposals:

      In addition, our management will report on our performance during fiscal 2003 and respond to questions from stockholders.

What shares can I vote?

      All shares of our common stock owned by you as of the close of business on the record date, May 27, 2004, may be voted by you. These shares include (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner through a stockbroker, bank or other nominee. Each share of common stock owned by you entitles you to cast one vote on each matter to be voted upon.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

      Many of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are different procedures for voting shares held of record and those owned beneficially.

      If your shares are registered directly in your name with our transfer agent, Mellon Investor Services, LLC, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the meeting. We have enclosed a proxy card for you to use.

      If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the meeting. However, because you are not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. Your broker, bank or nominee has enclosed or provided a voting instruction card for you to use in directing the

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How can I vote my shares in person at the meeting?

      Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to do so, please bring the enclosed proxy card or proof of identification. Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting. Shares held beneficially in street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares.

How can I vote my shares without attending the meeting?

      Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker, bank or nominee. You may do this by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or nominee and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or nominee.

Can I change my vote after I submit my proxy?

      Yes. Even after you have submitted your proxy, you may change your vote with respect to shares held of record by you at any time prior to the close of voting at the Annual Meeting by filing a notice of revocation with our Corporate Secretary at 15300 Centennial Drive, Northville, Michigan 48167, or by submitting a duly executed proxy bearing a later date or it may be revoked by attending the meeting and voting in person. Your attendance at the Annual Meeting will not by itself revoke a proxy; you must vote your shares.

      If your shares are held in a stock brokerage account or by a bank or other nominee, you may revoke your proxy by following the instructions provided by your broker, bank or nominee.

What constitutes a quorum?

      The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote on the record date will constitute a quorum. At the close of business on the record date, 37,739,114 shares of our common stock were issued and outstanding. Proxies received but marked as abstentions and broker non-votes (i.e., shares held of record by a broker which are not voted because the broker has not received voting instructions from the beneficial owner of the shares and either lacks or declines to exercise the authority to vote the shares in its discretion) will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of a quorum.

What are the Board of Directors’ recommendations?

      The Board of Directors recommends a vote:

      Unless you give other instructions via your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our Board of Directors. With respect to any other

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What vote is required to approve each item?

      The election to the Board of Directors of Messrs. Clawson and Haymaker will require the affirmative vote of a plurality of the votes cast by the holders of shares of common stock present in person or represented by proxy at the Annual Meeting. In tabulating the vote, abstentions and broker non-votes, if any, will not affect the outcome of the vote on the election of directors. The ratification of the appointment of auditors will require the affirmative vote of a majority of shares of common stock present in person or represented by proxy at the Annual Meeting. In determining whether this proposal receives the requisite number of affirmative votes, abstentions will be counted and will have the same effect as a vote against the proposal; broker non-votes will be disregarded and will have no effect on the outcome of the vote.

What does it mean if I receive more than one proxy or voting instruction card?

      It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Where can I find the voting results of the meeting?

      We will announce preliminary voting results at the meeting and publish final results in our quarterly report on Form 10-Q for the second quarter of fiscal year 2004.

Who will count the votes?

      A representative of Mellon Investor Services, LLC, our transfer agent, will tabulate the votes and act as the inspector of election.

Who is making this solicitation and who will bear the associated costs?

      We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Mellon Investor Services, LLC, our transfer agent, will assist us in the distribution of proxy materials. We will reimburse Mellon Investor Services, LLC for reasonable expenses incurred in connection with these services. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

May I propose actions for consideration at next year’s annual meeting of stockholders?

      For a stockholder’s proposal to be eligible to be included in our Proxy Statement for the 2005 Annual Meeting of Stockholders, the stockholder must follow the procedures of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the proposal must be received by our Corporate Secretary at 15300 Centennial Drive, Northville, Michigan 48167, not later than February 8, 2005. In order for proposals of stockholders submitted outside the process of Rule 14a-8 under the Exchange Act to be considered timely, our By-laws require that such proposals must be submitted to our Corporate Secretary, no earlier than March 15, 2005 and no later than April 14, 2005. However, if the 2005 Annual Meeting is called for a date earlier than June 13, 2005 or later than August 12, 2005, the stockholder proposal must be received not later than the close of business on the 10th day following the day on which notice of the date of the meeting is mailed or public disclosure of the date of the meeting is made, whichever occurs first.

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PROPOSAL 1

ELECTION OF DIRECTORS

      Our Certificate of Incorporation currently authorizes no fewer than three and no more than nine directors. Our Board of Directors is currently comprised of eight directors. Our Certificate of Incorporation divides the Board of Directors into three classes — Class I, Class II and Class III — with members of each class serving staggered three-year terms. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term and until their successors are duly elected and qualified. The Class I Directors will stand for reelection or election at the Annual Meeting. The Class II Directors will stand for reelection or election at the 2005 annual meeting and the Class III Directors will stand for reelection or election at the 2006 annual meeting.

      As proscribed by the charter of our Nominating and Corporate Governance Committee, the nominees for election as Class I Directors were recommended to our Board of Directors by our Nominating and Corporate Governance Committee, and were approved to serve as the nominees of our Board of Directors by a majority of our directors who qualify as independent directors under the NASD listing standards. If any nominee for any reason is unable or unwilling to serve, or the Board of Directors determines for good cause not to have such nominee serve, as a director, the proxy holders will have the discretion to vote the proxies for any substitute nominee designated by the Board of Directors. We are not aware of any nominee who will be unable or unwilling to serve, or for good cause will not serve, as a director.

      The names of the nominees of our Board of Directors for election as Class I Directors at the Annual Meeting and certain information about them are set forth below:

      The biographical information for the Class I Director nominees is as follows:

      Curtis J. Clawson serves as our President, Chief Executive Officer and Chairman of the Board and has held such positions since August 2001 (President and Chief Executive Officer) and September 2001 (Chairman). From 1999 to July 2000, Mr. Clawson was President and Chief Operating Officer of American National Can. Mr. Clawson has 11 years of experience in the automotive industry. He began his career in automotive-related businesses at Arvin Industries where he spent 9 years, from 1986 to 1995, including: (i) a position as General Manager of the business unit that supplied Arvin exhaust products; (ii) tenures in sales and marketing; and (iii) tenures in production and plant management. From 1995 until the time that he joined American National Can, Mr. Clawson worked for Allied Signal, Inc. as President of Allied’s Filters (Fram) and Spark Plugs (Autolite) Group, a $500 million automotive components business, and then President of Allied’s Laminate Systems Group. Mr. Clawson earned his Bachelor of Science and Bachelor of Arts degrees from Purdue University and a Master’s of Business Administration from Harvard Business School. He is fluent in Spanish and French.

      George T. Haymaker, Jr. serves as our Lead Director. Mr. Haymaker has been non-executive Chairman of the Board of Kaiser Aluminum Corporation since October 2001. Mr. Haymaker served as Chairman of the Board and Chief Executive Officer of Kaiser Aluminum Corporation from January 1994 until January 2000, and as non-executive Chairman of the Board of Kaiser Aluminum Corporation from January 2000 through May 2001. From May 1993 to December 1993, Mr. Haymaker served as President and Chief Operating Officer of Kaiser Aluminum Corporation. Mr. Haymaker also is a director of 360networks Corporation, a provider of broadband network service; Flowserve Corporation, a provider of valves, pumps and seals; CII Carbon, L.L.C., a producer of calcined coke; SCP Pool Corporation, a distributor of swimming pool products; and non-executive Chairman of the Board of Directors of Safelite Glass Corp., a provider of automotive replacement glass. Since July 1987, Mr. Haymaker has been a director, and from February 1992 through

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Vote Required

      The election to the Board of Directors of each of the nominees identified in this Proxy Statement to serve as Class I Directors will require the affirmative vote of a plurality of the votes cast by the holders of shares of common stock present in person or represented by proxy at the Annual Meeting. In tabulating the vote, abstentions and broker non-votes, if any, will not affect the outcome of the vote on the election of directors.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF EACH NAMED NOMINEE TO SERVE AS A CLASS I DIRECTOR.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

      The Audit Committee has selected and the Board of Directors has ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending January 31, 2005 and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the Annual Meeting. Representatives of KPMG LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

      Stockholder ratification of the selection of KPMG LLP as our independent auditors is not required by our By-laws or otherwise. However, the Board of Directors is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee and the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board of Directors in their discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the company and our stockholders.

Vote Required

      The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting is required for the ratification of the appointment of KPMG LLP as our independent auditors for the fiscal year ending January 31, 2005. In determining whether the proposal has received the requisite number of affirmative votes, abstentions will be counted and will have the same effect as a vote against this proposal; broker non-votes will be disregarded and will have no effect on the outcome of the vote.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 31, 2005.

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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Who are the current members of the Board of Directors?

      Laurence M. Berg is a Senior Partner with Apollo Management, L.P., which, together with its affiliates, serves as managing general partner of the Apollo Investment Funds. Prior to becoming associated with Apollo in 1992, Mr. Berg was a member of the Mergers and Acquisitions Department of Drexel Burnham Lambert Incorporated. Mr. Berg is a director of Sylvan Learning Systems, AMC Entertainment, Inc., Resolution Performance Products and Rent-A-Center Inc. Mr. Berg received his MBA from the Harvard Business School and received his Bachelor of Science degree in Economics from the University of Pennsylvania’s Wharton School of Business.

      William H. Cunningham has been a Professor of Marketing at the University of Texas at Austin since 1979. Mr. Cunningham has occupied the James L. Bayless Chair for Free Enterprise at the University of Texas since 1985. Mr. Cunningham was the Dean of the University of Texas’ College of Business Administration/ Graduate School of Business from 1982-85, and President of the University of Texas at Austin from 1985-92. Mr. Cunningham was also the Chancellor (chief executive officer) of the University of Texas from 1992 to 2000. In addition, Mr. Cunningham is a director of Jefferson Pilot Corporation, Southwest Airlines, Symtx, Inc., John Hancock Funds, Introgen Therapeutics and Lin Television. Mr. Cunningham received a Ph.D. from Michigan State University, a Master’s in Business Administration from Michigan State and a Bachelor’s degree in Business Administration from Michigan State University.

      Laurie Siegel has been a Senior Vice President, Human Resources at Tyco International since January 2003. Ms. Siegel was previously at Honeywell International, from 1994 to 2003, where she held positions in the Human Resources function. After leading the compensation organization from 1994 to 1997, she served as Corporate Vice President of Human Resources until 1999. Thereafter, she served as Vice President of Human Resources in the Aerospace and Specialty Materials division. Ms. Siegel graduated from the University of Michigan with a Bachelor of General Studies and received a Master’s of Business Administration and a Master’s in City Planning from Harvard University.

      Mohsen Sohi is the President and CEO of Freudenberg-NOK. Prior to joining Freudenberg, Mr. Sohi was employed by NCR Corporation from 2001 until 2003. Mr. Sohi’s last position with NCR was as the Senior Vice President, Retail Solutions Division. Before serving NCR in this position, Mr. Sohi spent more than 14 years at AlliedSignal, Inc. and its post-merger successor, Honeywell International Inc. From July 2000 to January 2001, he served as President, Honeywell Electronic Materials. From August 1999 to July 2000, Mr. Sohi was President, Commercial Vehicle Systems, at AlliedSignal. Prior to that, from 1997 to August 1999, he was Vice President and General Manager, Turbocharging Systems, and from 1995 to 1997,

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      Henry D. G. Wallace was employed by Ford Motor Company from 1971 until his retirement in 2001. Mr. Wallace’s last position with Ford was as the Group Vice President, Mazda & Asia Pacific Operations. Before serving Ford in this capacity, Mr. Wallace occupied a number of different positions, including Group Vice President and Chief Financial Officer (2000); Vice President, European Strategic Planning and Chief Financial Officer, Ford of Europe, Inc.; President and Chief Executive Officer, Mazda Motor Corporation; and President, Ford Venezuela. Mr. Wallace is a director of Diebold, Inc and Ambac Financial Group, Inc. Mr. Wallace received a Bachelor of Arts degree in Economics from the University of Leicester.

      Richard F. Wallman was employed by Honeywell International, Inc. from 1999 until his retirement in 2003. Mr. Wallman’s last position with Honeywell was as the Senior Vice President and Chief Financial Officer. From 1995 to 1999, Mr. Wallman held the same position at AlliedSignal, Inc., until its merger with Honeywell. Before joining AlliedSignal, Mr. Wallman occupied a number of different positions with IBM Corporation, Chrysler Corporation and Ford Motor Company. Mr. Wallman is a director of Ariba, Inc., Avaya, Inc., ExpressJet Holdings, Inc. and Lear Corporation. Mr. Wallman received his Bachelor of Science degree in Electrical Engineering from Vanderbilt and a Master’s of Business Administration from the University of Chicago.

      Biographical information for Messrs. Clawson and Haymaker is provided on pages 4 and 5 in the section identifying them as nominees for election as Class I Directors.

Which of the directors have been deemed to be independent by our Board of Directors?

      Our Board of Directors has determined that each of Messrs. Berg, Cunningham, Haymaker, Sohi, Wallace and Wallman and Ms. Siegel meet the independence requirements of the NASD listing standards. It is the practice of the independent members of our Board of Directors to meet on a regular basis.

How often did the Board of Directors meet during the fiscal year ending January 31, 2004?

      During the fiscal year ending January 31, 2004, the Board of Directors held seven meetings. Each of the current directors attended at least 75% of the aggregate meetings of the Board of Directors and the respective committees of the Board of Directors on which the director served that were held during the period for which the director was a director or a committee member.

      It is our policy that directors are invited and encouraged to attend our Annual Meetings. We emerged from a Chapter 11 reorganization in June 2003 and, therefore, did not have an annual meeting in 2003 at which directors could attend.

Does the Board of Directors have a Lead Director?

      Yes. George T. Haymaker, Jr. currently serves as our Lead Director, whose duties and authority include, among others, the following:

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Does the Company have a Code of Conduct?

      Yes. In January 2004 our Board of Directors adopted a code of business conduct and ethics which sets forth the standards of behavior expected of our employees, officers and directors. A copy of this code of business conduct is available at our corporate website at http://www.hayes-lemmerz.com/ investorkit/ html/ codeofethicsbusiness.html. This code of business conduct is designed to deter wrongdoing and to promote, among other things:

Does the Company have a Code of Ethics for Chief Executive and Senior Financial Officers?

      Yes. In January 2004 our Board of Directors adopted a code of ethics for our chief executive and senior financial officers. A copy of this code of ethics is attached to our Annual Report on Form 10-K as exhibit 14 and is also available on our corporate website at http://www.hayes-lemmerz.com/ investorkit/ html/ codeofethicssenior.html. Any material change to, or waiver from, this code of ethics will be disclosed on our website within five business days after such change or waiver. This code of ethics requires each of these officers to, among other things:

How do stockholders communicate with the Board of Directors?

      The Board of Directors has established a process to receive communications from stockholders. Stockholders may contact any member (or all members) of the Board of Directors (or the non-management

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      All communications received as set forth in the preceding paragraph will be opened by the office of our General Counsel for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board of Directors or any group or committee of directors, the General Counsel’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the correspondence or e-mail is addressed.

What are the standing committees of the Board of Directors?

      The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

      The Audit Committee is responsible for providing assistance to our Board of Directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the company and our subsidiaries. These responsibilities include overseeing the following:

      The Audit Committee is also responsible for producing an annual report required by the SEC to be included in our annual proxy statement.

      The members of our Audit Committee are Richard F. Wallman (Chairman), William H. Cunningham and Mohsen Sohi, each of whom is an independent director under the NASD listing standards. The Audit Committee held five meetings during the fiscal year ending January 31, 2004.

      Our Board of Directors has determined that Mr. Wallman is qualified as an “audit committee financial expert” as that term is defined in the applicable SEC rules and in satisfaction of the applicable NASD audit committee requirements.

      The Audit Committee operates under a written charter, which is attached as Exhibit A to the Proxy Statement, and is also available on our corporate website at http://www.hayes-lemmerz.com/ investor_kit/ html/ audit_committee.html.

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      The responsibilities of the Compensation Committee include the following:

      The members of our Compensation Committee are William H. Cunningham (Chairman), Laurence M. Berg, Laurie Siegel and Henry D. G. Wallace, each of whom is an independent director under the NASD listing standards. The Compensation Committee held six meetings during the fiscal year ending January 31, 2004.

      The Compensation Committee operates under a written charter, which is available on our corporate website at http://www.hayes-lemmerz.com/ investor_kit/ html/ compensation_committee.html.

      The responsibilities of the Nominating/ Governance Committee include the following:

      The members of our Nominating/ Governance Committee are Henry D. G. Wallace (Chairman), Laurence M. Berg, Laurie Siegel and Richard F. Wallman, each of whom is an independent director under the NASD listing standards. The Nominating/ Governance Committee met three times during the fiscal year ending January 31, 2004.

      The Nominating/ Governance Committee operates under a written charter, which is available on our corporate website at http://www.hayes-lemmerz.com/ investor_kit/ html/ nominating_gov_committee.html.

      The Nominating/ Governance Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating/ Governance Committee will take into consideration the needs of the Board of Directors and the qualifications of the candidate. The Nominating/ Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the Nominating/ Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

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      The stockholder recommendation and information described above must be addressed to our Corporate Secretary at 15300 Centennial Drive, Northville, Michigan 48167, and must be received by our Corporate Secretary not less than 120 days prior to the anniversary date of our most recent annual meeting of stockholders. If, however, we did not hold an annual meeting the previous year, or if the date of the annual meeting to which the recommendation applies has been changed by more than 30 days from the anniversary date of our most recent annual meeting of stockholders, then the recommendation and information must be received not later than the close of business on the 10th day following the day on which notice of the date of the meeting is mailed or public disclosure of the date of the meeting is made, whichever occurs first.

      All director candidates recommended by the Nominating/ Governance Committee must be consistent with the Board of Directors’ criteria for selecting directors. These criteria include the possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board of Directors’ ability to manage and direct the affairs and business of the company, including, when applicable, to enhance the ability of committees of the Board of Directors to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NASD listing requirement. In addition, the Nominating/ Governance Committee examines, among other things, a candidate’s ability to make independent analytical inquiries, understanding of our business environment, potential conflicts of interest, independence from management and the company, integrity and willingness to devote adequate time and effort to responsibilities associated with serving on the Board of Directors.

      The Nominating/ Governance Committee identifies potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board of Directors — for example, retirement as a senior executive of a public company — especially business experience in the automotive or other manufacturing industries. The Nominating/ Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders.

      Once a person has been identified by the Nominating/ Governance Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating/ Governance Committee determines that the candidate warrants further consideration, the Chairman or another member of the Committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board of Directors, the Nominating/ Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board of Directors may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Who are the current executive officers?

      The following table contains the names and ages of our current executive officers and their positions, followed by a description of their business experience during the past five years. All positions shown are with us or our subsidiaries unless otherwise indicated. All executive officers are elected by the Board of Directors and serve at its pleasure. There are no family relationships among any of the executive officers, and there is no arrangement or understanding between any of the executive officers and any other person pursuant to which he

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      Biographical information for Mr. Clawson is provided on page 4 in the section identifying him as a nominee for election as a Class I Director.

      Fred Bentley, Vice President — President, International Wheels, a Six Sigma Black Belt, has a solid background of operations, lean manufacturing and engineering. Prior to joining our management team in 2001, he was Managing Director for Honeywell’s Holts European and South Africa automotive after-market operations and served as Plant Manager of Honeywell International. Prior to that, Mr. Bentley was Heavy Duty Filter (FRAM) General Manager for Honeywell’s operations in Greenville, Ohio and Clearfield, Utah. Before joining Honeywell in 1995, Mr. Bentley worked in various capacities at Frito Lay, Inc. (PepsiCo) for a total of eight years. Mr. Bentley earned his Bachelor of Science degree in Industrial Engineering from the University of Cincinnati, Ohio, and a Master’s of Business Administration from the University of Phoenix. Mr. Bentley has six years of experience in the automotive industry.

      Patrick C. Cauley, Vice President, General Counsel and Secretary, previously served as Assistant General Counsel. Prior to becoming employed by us in 1999, Mr. Cauley served as a partner at the Detroit-based law firm of Bodman, Longley & Dahling LLP, where he engaged in all aspects of corporate practice, including mergers and acquisitions, commercial lending and financing, tax and real estate transactions. Mr. Cauley earned his Bachelor of Science degree in Business Administration, with a major in Accounting and his Juris Doctor degree from the University of Michigan. Mr. Cauley is also a Certified Public Accountant.

      Michael J. Edie, Vice President, Materials and Logistics, came to his position with over 25 years experience. Prior to joining our management team in 2001, Mr. Edie served as a consultant for two years in various capacities. His experience spans multiple disciplines, including business process reengineering, international and domestic logistics, and creating and managing customized supply chain management solutions. Mr. Edie started his career with Eastman Kodak Company, holding a number of management positions including Vice President of U.S. and Canada Distribution and Supply; and Regional Senior Vice President of U.S. and Canada Marketing Services and Support. He also spent six years at Revlon, Inc. and held a top post as Senior Vice President of Distribution and Customer Logistics. Mr. Edie holds a Bachelor of Arts degree from St. John Fisher College in Rochester, New York and has completed Executive Development Programs in Logistics and Transportation, Human Resources and Management.

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      Scott T. Harrison, Vice President — President, Suspension Components, joined our management team in 2001 from Fisher Scientific, Inc. where he was most recently a Vice President and General Manager of the Lab Equipment Group. Prior to joining Fisher Scientific, Mr. Harrison held various positions of increasing responsibility at General Motor’s Delco Chassis Division, at Arvin Industries and at Allied Signal. At Allied Signal, Mr. Harrison directed the Six Sigma program in the Filters and Spark Plugs Strategic Business Unit and was later responsible for global spark plug (Autolite) manufacturing. Mr. Harrison has a strong record of lean implementation, productivity improvement and team building. He holds a Bachelor of Science degree in Electrical Engineering from Ohio State University and a Master’s of Science degree in Electrical Engineering from the University of Dayton, Ohio. Mr. Harrison has 12 years of experience in the automotive industry.

      Larry Karenko, Vice President, Human Resources and Administration, is responsible for worldwide Public Relations, Communication and Advertising, Philanthropy, Corporate Risk, Health, Safety and Environmental, Corporate Travel, and Fleet Administration. Mr. Karenko was first employed by us in 1994 as Corporate Vice President of Human Resources and became Vice President of Human Resources and Administration after the acquisition of CMI, in February 1999. Prior to joining the Company, Mr. Karenko held the lead human resources position in the Powertrain Products Group and the Chassis Products Group at Federal Mogul, Inc., where he worked from 1979 to 1994. Before that, Mr. Karenko served as an employment representative and a wage and salary analyst at Newport News Shipbuilding and, also, personnel manager for Kal-Equipment Corporation in Otsego, Michigan, a manufacturer of automotive test equipment. Mr. Karenko received a Bachelor of Science degree in Labor and Industrial Relations from Michigan State University.

      Edward W. Kopkowski, Vice President — President, Commercial Highway and Aftermarket Services, served immediately prior to joining our management team in 2002 as Founder and President of Kopko Associates, Ltd., a consulting firm offering corporate clients guidance in the deployment and use of world class operational improvement methods. Prior to that time, he was Vice President of Modular Products and Operating Excellence at Pilkington PLC (formerly Libbey-Owens-Ford) in Toledo, Ohio. Additionally, Mr. Kopkowski was Plant Manager at Bosch Braking Systems machining and assembly plant in Ashland, Ohio. Before that, he successfully served in a variety of management roles in operations and engineering, at AlliedSignal Braking Systems and, earlier in his career, Bendix Automotive Brake Systems, in both South Bend, Indiana and St. Joseph, Michigan. Mr. Kopkowski received his Bachelor of Science in Mechanical Engineering from Purdue University, in Indiana, and his Master’s of Arts degree in Management from Nazareth College in Kalamazoo, Michigan. He is also a licensed Professional Engineer in the State of Michigan and an ASQ Certified Quality Engineer.

      Brian J. O’Loughlin, Vice President, Information Technology and Chief Information Officer, joined our management team in 2002 from Revlon, Inc., where he served as Chief Information Officer. In this position, Mr. O’Loughlin was responsible for building Revlon’s global Information Technology function comprising 240 professionals across 18 countries. He oversaw a major IT reorganization that introduced a centralized infrastructure based on technical standards, reliable architecture, and high levels of customer support. While serving as Chief Information Officer at Revlon, Mr. O’Loughlin created a unified support structure for a diverse IT environment. In earlier positions at Revlon, Mr. O’Loughlin worked as a Vice President of Applications Development, Director of Systems & Programming and a Project Manager. Prior to Revlon, he spent four years in the industry as a consultant. Mr. O’Loughlin has also held information systems management positions with Congoleum Corporation and A.M. International. Mr. O’Loughlin holds a Bachelor of Science degree in Business Administration from Ramapo College in New Jersey.

      John A. Salvette, Vice President, Business Development, is responsible for the Metaalgieterij Giesen (MGG) and the Equipment and Engineering Divisions and is in charge of directing our Corporate Strategy. After serving in various financial positions with Rockwell International’s Automotive Operations in Winchester, Kentucky and serving as Vice President and Chief Financial Officer of Stahl Manufacturing, an automotive supplier in Redford, Michigan, Mr. Salvette joined Kelsey-Hayes in 1990 as Controller for the North American Aluminum Wheel Business Unit. From May 1993 to January 1995, Mr. Salvette served as Director of Investor Relations and Business Planning and, from February 1995 to June 1997, as Corporate Treasurer to the Company. From July 1997 to January 1999, Mr. Salvette was Group Vice President of Finance of Hayes Lemmerz Europe. Following the acquisition of CMI International in February 1999,

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      Daniel M. Sandberg, Vice President — President, Automotive Brake Components and Powertrain Components, was appointed President of Brakes in February 1999; and Powertrain in October 2001. Mr. Sandberg joined our management team in April 1994 as Vice President, General Counsel and Secretary. From 1996 to 1999, he served as Vice President of International Operations, General Counsel and Secretary. At the time, in addition to the Company’s legal function, he was responsible for developing a divestiture and/or acquisition strategy for all of the Company’s minority owned joint ventures. He received his Bachelor of Arts degree in Economics and his Juris Doctor degree from the University of Michigan.

      James L. Stegemiller, Vice President — President, North American Wheels, joined our management team in 2001 to lead the North American Wheels Business Unit that was recently formed by consolidating the Company’s North American Fabricated and Cast Wheels Business Units into one business. Prior to joining the Company, Mr. Stegemiller was the Vice President of Worldwide Operations of Arvin Meritor with responsibilities for all manufacturing operations within the Exhaust Systems business. Mr. Stegemiller earned his Bachelor of Science degree in Business Economics from The Purdue University School of Industrial Management and has completed the Executive Program at Indiana University. Mr. Stegemiller has 27 years of experience in the automotive industry.

      James A. Yost, Vice President, Finance and Chief Financial Officer, joined our management team in 2002, after retiring from Ford Motor Company in 2001 where he most recently served as Vice President of Corporate Strategy. He also held positions as Vice President and Chief Information Officer, Executive Director of Corporate Finance, General Auditor and Executive Director of Finance Process and Systems Development, Finance Director of Ford Europe and Controller of Autolatina (South America) during his 27-year career. Mr. Yost graduated with a Bachelor of Engineering Science degree in Computer Science from the Johns Hopkins University in Baltimore, Maryland. He also received a Master’s of Business Administration in Finance from the University of Chicago.

      On December 5, 2001, our predecessor company, Hayes Lemmerz International, Inc., 30 of our wholly owned domestic subsidiaries and one of our wholly owned Mexican subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court in the District of Delaware. Each of the executives named above other than James A. Yost, Brian J. O’Loughlin and Edward W. Kopkowski was an officer of some or all these entities at the time of these filings. Pursuant to our plan of reorganization, we emerged from bankruptcy on June 3, 2003.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

How many shares of common stock do our directors, executive officers, and largest stockholders own?

      Based on the most recent information made available to us, the following table sets forth certain information regarding the ownership of our common stock as of May 27, 2004 by: (a) each director and nominee for director named in “Proposal 1 — Election of Directors”; (b) each of the executive officers and individuals named in the Summary Compensation Table; (c) all of our executive officers and directors as a group; and (d) each person, or group of affiliated persons, known to us to be beneficial owners of 5% or more of our common stock as of such date. A person generally “beneficially owns” shares if he has either the right to vote those shares or dispose of them. More than one person may be considered to beneficially own the same shares. In the table below, unless otherwise noted, and subject to community property laws where applicable, a person has sole voting and dispositive power for those shares shown as beneficially owned by such person.

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Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

      To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended January 31, 2004, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

How are our top executives compensated?

      The following tables set forth information regarding the compensation of our Chief Executive Officer and our four other most highly compensated officers with respect to fiscal 2003 (our “Named Executive Officers”). The following summary compensation table sets forth certain information concerning compensation for services in all capacities awarded to, earned by or paid to our Named Executive Officers for fiscal 2003, 2002 and 2001.

Summary Compensation Table

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Stock Options and Stock Appreciation Rights

      The following table sets forth information concerning the grant of stock options to each of our Named Executive Officers during the last fiscal year.

Option/ SAR Grants in Last Fiscal Year

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      Our Named Executive Officers receive medical, group life insurance and other benefits (including matching contributions under our 401(k) Plan) that are available generally to all of our salaried employees. Our Named Executive Officers participate in our salaried employees retirement plans, which are qualified under Section 401(a) of the Internal Revenue Code, and receive certain other perquisites. Our Named Executive Officers also participate in our supplemental employee retirement plan (which is not qualified under Section 401(a) of the Internal Revenue Code).

      We entered into separate employment agreements with Messrs. Clawson, Yost, Harrison, Stegemiller and Edie in connection with their appointment as officers. Each employment agreement is for a continuous term of two years, extending one additional day for each day that the Named Executive Officer is employed by us. The annual salaries for Messrs. Clawson, Yost, Harrison, Stegemiller and Edie are currently $792,754, $378,000, $278,258, $293,550 and $267,750, respectively, to be reviewed annually, and may be increased, but not decreased, by the Compensation Committee of our board of directors. Our Named Executive Officers are entitled to be reimbursed for their reasonable out-of-pocket expenses, participate in our benefit plans and receive customary perquisites. Mr. Clawson’s employment agreement provides that he will be nominated to serve on our board of directors.

      Upon a change of control (as defined in the employment agreements), each Named Executive Officer is entitled to an immediate payment of all earned but unpaid compensation and a pro rata bonus payment for the current fiscal year under any bonus plan for which he is then eligible.

      The employment agreements provide that each Named Executive Officer whose employment with us is terminated during the term of the employment agreements (i) by us without cause, or (ii) by the Named Executive Officer with good reason, is entitled to receive: (a) earned but unpaid compensation, less any payment previously made in respect of such amount; (b) the product of the individual’s base salary, his bonus percentage and the fraction of the current fiscal year expired at the time of such termination, less any payments previously made in respect of such amounts upon such change of control; and (c) one year’s base salary (two years’ salary and bonus, at 60% of base salary, in the case of Mr. Clawson). The employment agreements also provide that our Named Executive Officers are entitled to have us: (i) continue for up to one year (two years, in the case of Mr. Clawson) all welfare benefit programs, such as medical and life, provided by us and our affiliated companies; (ii) pay or provide any other amounts incurred prior to the date of termination, or benefits required or permitted under any of our programs or agreements; (iii) provide key

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      In addition, the employment agreements provide that each Named Executive Officer whose employment with us is terminated on or following a change in control and during the term of the employment agreements, other than: (i) by us for cause; (ii) by reason of death or disability; or (iii) by the Named Executive Officer without good reason, is entitled to receive: (a) earned but unpaid compensation, less any payment previously made in respect of such amount; (b) the product of the individual’s base salary, his bonus percentage and the fraction of the current fiscal year expired at the time of such termination, less any payments previously made in respect of such amounts upon such change of control; (c) two times the sum of (x) the individual’s base salary and (y) the product of his base salary and his bonus percentage (60% bonus percentage, in the case of Mr. Clawson); and (d) $100,000 (except in the case of Mr. Clawson). The employment agreements also provide that the Named Executive Officers are entitled to have us: (i) continue for up to two years all welfare benefit programs, such as medical and life, provided by us and our affiliated companies; (ii) pay or provide any other amounts incurred prior to the date of termination, or benefits required or permitted under any of our programs or agreements; (iii) provide key executive level outplacement services; and (iv) pay the Named Executive Officers’ legal expenses relating to a dispute under the employment agreements.

      The employment agreements also contain provisions regarding termination of employment upon disability, death, and other certain circumstances. In addition, if any payments or benefits paid to our Named Executive Officers under the employment agreements or any other plan, arrangement or agreement with us are subject to the federal excise tax on excess parachute payments or any similar state or local tax, or any interest or penalties are incurred with respect thereto, we will pay to the Named Executive Officer an additional amount so that the net amount retained by the Named Executive Officer after deduction or payment of those taxes will be as if no such tax, interest or penalty was imposed.

How are our directors compensated?

      Each of our non-employee directors receives an annual cash retainer of $35,000 as compensation for his or her service as a director. The annual cash retainer of the lead director, currently Mr. Haymaker, is $70,000. Our non-employee directors receive additional cash compensation for their service on Board committees in the annual amount of $5,000 for members of the Compensation Committee and the Nominating and Corporate Governance Committee and $10,000 for members of the Audit Committee. The chairperson of each committee receives twice the standard amount per committee chaired, in lieu of the standard amount. Further, all non-employee directors receive an additional $1,000 per Board meeting and $500 per committee meeting that he or she attends.

      Each of our non-employee directors are eligible to receive grants of restricted stock units and options to purchase shares of our common stock under our Long Term Incentive Plan. The stock options and restricted stock units granted to our non-employee directors vest one-third on the date of grant, one-third after one year and one-third after two years. During the 2003 fiscal year, each of Messrs. Cunningham, Berg, Martinez, Wallace, Wallman and Haymaker received grants of 10,909 options and 7,273 restricted stock units. Ms. Siegel and Mr. Sohi did not become directors until the 2004 fiscal year and thus did not receive any grants during fiscal 2003.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

      Our executive compensation program presently is administered by the three-member Compensation Committee of the Board of Directors set forth below. None of these Compensation Committee members are employed by us, and each is an independent director under the NASD listing standards.

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What are our policies regarding executive compensation?

      The objectives of our executive compensation policies are to attract, retain and reward executive officers who contribute to our success, to align the financial interests of executive officers with our performance, to strengthen the relationship between executive pay and stockholder value, to motivate executive officers to achieve our business objectives and to reward individual performance. Our executive compensation package consists of three components: base salary and related benefits; short term incentive program; and long term incentive program in the form of stock options and awards of restricted stock units, which units, at our option, are convertible into cash or shares of common stock on the date of conversion.

      The first component of our executive compensation package is base salary and related benefits. Each executive officer receives a base salary and benefits based on competitive compensation information and his responsibilities and performance. The second component of our executive compensation package is a bonus program. Generally, the Compensation Committee, together with our management, establishes objectives at the beginning of the year. At the end of each year, the Compensation Committee reviews management’s and the company’s achievement against those objectives and recommends a bonus based on the achievement of those objectives. The third component of our executive compensation package is long-term incentives in the form of stock options and awards of restricted stock units, which we believe are important as an incentive tool designed to more closely align the interests of our executive officers with the long-term interests of our stockholders and to encourage our executive officers to remain with us.

      Our stock option plans have been established to provide certain of our employees with an opportunity to share, along with our stockholders, in our long-term performance. The Long Term Incentive Plan provides for the grant of incentive stock options, stock options that do not qualify as incentive stock options, restricted shares of common stock, and restricted stock units (collectively, “awards”). The number of shares of our common stock subject to awards under the Long Term Incentive Plan is 3,734,554 (subject to adjustment in certain circumstances). Any officers, directors and key employees of Hayes and its subsidiaries are eligible to be designated a participant in the Long Term Incentive Plan.

      On July 28, 2003, we granted 1,887,162 stock options and 1,258,107 restricted stock units to certain employees and officers, and an aggregate of 65,454 stock options and 43,638 restricted stock units to non-employee members of our board of directors. The exercise price of the stock options is $13.93 per share. Later in 2003, we granted an additional 30,289 stock options and 20,193 restricted stock units to certain employees and officers. The average weighted exercise price of these additional options is $16.80 per share. The stock options granted to our employees and officers vest 25% per year over a four-year period. The restricted stock units granted to our employees and officers vest one-third after three years and the remaining two-thirds after four years. The stock options and restricted stock units granted to our non-employee directors vest one-third on the date of grant, one-third after one year and one-third after two years.

      Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provides that publicly held companies may not deduct compensation paid to certain of its top executive officers to the extent such compensation exceeds $1 million per officer in any year. However, pursuant to regulations issued by the Treasury Department, certain limited exceptions to Section 162(m) apply with respect to “performance-based compensation.” Awards granted under our Long Term Incentive Plan are intended to constitute qualified performance-based compensation eligible for such exceptions, and we will continue to monitor the applicability of Section 162(m) to our ongoing compensation arrangements. The Compensation Committee will, in general, seek to qualify compensation paid to our executive officers for deductibility under Section 162(m), although the Compensation Committee believes it is appropriate to retain the flexibility to authorize payments of compensation that may not qualify for deductibility if, in the Compensation Committee’s judgment, it is in the Company’s best interest to do so.

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      The Compensation Committee determines the compensation level of Mr. Curtis J. Clawson, our Chief Executive Officer and Chairman of the Board. Such compensation is set by the Compensation Committee with due regard to industry practice, competitive salary information, executive performance and current market conditions. In addition, Mr. Clawson participates in the same executive compensation programs available to other of our executive officers.

      Effective July 1, 2003, the amount of Mr. Clawson’s base salary was increased from $755,004 set in 2001, to $792,754, based on our 2003 results and his individual performance with respect to meeting previously established performance objectives.

      In addition to his base salary, Mr. Clawson is eligible to receive an annual cash bonus in connection with our Short Term Incentive Plan. In 2003, payments of bonuses under this plan were linked to our Adjusted EBITDA. As a result of our increased Adjusted EBITDA in fiscal 2003, Mr. Clawson was paid a cash bonus of $732,083.

      In 2003, the Compensation Committee also administered a Critical Employee Retention Program which was designed to compensate certain critical employees in order to assure their retention during the restructuring by: (a) rewarding critical employees who remained with us during and through the completion of the restructuring and (b) providing additional incentives to a more limited group of the most senior critical employees if the enterprise value upon completing the restructuring exceeded an established baseline. As a result of our successful emergence from bankruptcy and in recognition of his leadership in connection therewith, Mr. Clawson received a cash bonus of $858,532. As a result of our significantly increased enterprise value at the time of emergence of $1.250 billion, Mr. Clawson received a non-recurring cash payment of $3,493,333 and 94,414 restricted stock units.

Compensation Committee Interlocks and Insider Participation

      The members of the Compensation Committee during fiscal 2003 were William H. Cunningham (Chairman), Laurence M. Berg and Henry D. G. Wallace. None of the members of the Compensation Committee during fiscal 2003 (i) was an officer or employee of the company or any of its subsidiaries, (ii) was formerly an officer of the company or any of its subsidiaries or (iii) had any relationship requiring disclosure by the us under the SEC’s rules requiring disclosure of related party transactions.

REPORT OF THE AUDIT COMMITTEE

      The Audit Committee is comprised of three outside directors, all of whom are independent under Rule 4200(a)(14) of The Nasdaq Stock Market, Inc. (“NASDAQ”) listing standards. In January 2004, the Board of Directors approved and adopted a written charter, which sets forth the Audit Committee’s duties and responsibilities and reflects new SEC regulations and NASDAQ rules. A copy of the charter is attached as Exhibit A to this Proxy Statement.

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      The Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ending January 31, 2004 with management and with our independent auditors, KPMG LLP. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit. The Audit Committee has received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, and has discussed with KPMG LLP their independence. The Audit Committee has considered the compatibility of the provision of non-audit services with maintaining the auditor’s independence.

      Based on the Audit Committee’s review of the audited financial statements and the review and discussions described in the foregoing paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended January 31, 2004 be included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2004 for filing with the SEC.

AUDIT FEES AND PRE-APPROVAL POLICIES

      The following table presents fees for professional services rendered by KPMG LLP for the audit of our annual financial statements for fiscal 2003 and fiscal 2002 and fees billed for audit-related services, tax services and all other services rendered by KPMG LLP for fiscal 2003 and fiscal 2002.

      The Audit Committee reviews, and in its sole discretion pre-approves, our independent auditors’ annual engagement letter including proposed fees and all audit and non-audit services provided by the independent auditors. Accordingly, all services described under “Audit Related Fees” and “Tax Fees” were pre-approved by our Audit Committee. The Audit Committee may not engage the independent auditors to perform the non-audit services proscribed by law or regulation. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee, and authority delegated in such manner must be reported at the next scheduled meeting of the Audit Committee.

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PERFORMANCE MEASUREMENT COMPARISON³

      The following graph shows the change in our cumulative total stockholder return for the period from June 10, 2003, the date upon which market data for shares of our common stock became available following our emergence from bankruptcy on June 3, 2003, through the end of our fiscal year ending January 31, 2004, based upon the market price of our common stock, compared with: (i) the cumulative total return on the Nasdaq National Market and (ii) publicly traded peer group companies in the automotive industry. The graph assumes a total initial investment of $100 as of June 10, 2003, and shows a “Total Return” that assumes reinvestment of dividends, if any, and is based on market capitalization at the beginning of each period. The performance on the following graph is not necessarily indicative of future stock price performance.

Peer Group:

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Board of Directors. Under our plan of reorganization, upon our emergence from bankruptcy, holders of certain claims received distributions of shares of our common stock. The lenders under our Third Amended and Restated Credit Agreement, dated as of February 3, 1999 (the “Prepetition Credit Agreement”) collectively received approximately 53% of our common stock upon our emergence from bankruptcy, and the former holders of our 11.875% senior notes due 2006 collectively received an aggregate of approximately 45% of our common stock (including approximately 18.1% received by AP Wheels, LLC and approximately 9.5% received by Amalgamated Gadget). Each of AP Wheels, LLC, the administrative agent under our Prepetition Credit Agreement, the ad hoc committee of lenders under the Prepetition Credit Agreement and the former holders of our 11.875% senior notes due 2006 designated members of our initial board of directors. Other than Mr. Clawson, who was appointed in September 2001, Ms. Siegel, who was appointed in April 2004 and Mr. Sohi, who was appointed in May 2004, all of our board members were newly appointed members upon our emergence from bankruptcy.

      Pursuant to our plan of reorganization, two members of our board of directors, Mr. Berg and former director Mr. Martinez, were selected by AP Wheels, LLC, and one member, Mr. Haymaker, was selected by the mutual agreement of AP Wheels, LLC, our Prepetition Agent and the ad hoc committee of lenders under the Prepetition Credit Agreement. AP Wheels, LLC’s selections were made with the advice and participation of the former holders of our former 11.875% senior notes due 2006 that expressed an interest to AP Wheels, LLC in participating in the selection process based upon their respective holdings of such notes and the number of shares of our common stock they received under our plan of reorganization.

      AP Wheels, LLC Registration Rights. In connection with our February 2004 primary offering of approximately 7.7 million shares of common stock, including approximately 1.3 million shares to cover over-allotments, and a secondary offering of 2.0 million shares of our common stock by a selling stockholder, AP Wheels, LLC, we entered into a registration agreement with AP Wheels, LLC that provided for, among other things, certain registration rights to which AP Wheels, LLC was entitled, lock-up agreements entered into by members of our Board of Directors, certain of our executive officers and AP Wheels, LLC, the sharing of expenses relating to the offering, and the resignation of one of Messrs. Berg or Martinez from our Board of Directors. Pursuant to the registration rights agreement, AP Wheels, LLC was responsible for a portion of the actual costs, fees and expenses of the independent certified public accountants and our counsel and a portion of all other expenses that we incurred, directly in connection with the offering, other than the fees and expenses of the financial advisor retained by a special committee of our Board of Directors in connection with the offering, the registration and filing fees, printing and copying fees and travel expenses for our personnel. Pursuant to the registration rights agreement, Mr. Martinez resigned from our Board of Directors upon the closing of the offering.

      In connection with our February 2004 offering, we also granted AP Wheels, LLC certain additional registration rights with respect to shares of our common stock owned by AP Wheels, LLC. Specifically, AP Wheels, LLC will be entitled to two demand registrations, each of which will require us to register under the Securities Act at least one million shares of our common stock owned by AP Wheels, LLC. One of these demands may be a demand for a “shelf registration” under the Securities Act.

      In addition, AP Wheels, LLC will be entitled to unlimited “piggyback” registration rights, which will allow it to register its shares of our common stock in connection with any registration statement filed with respect to other shares of our common stock. Subject to certain exceptions, we have agreed to pay for certain reasonable expenses incurred in connection with such registrations in an amount up to $750,000. In connection with such registration rights, AP Wheels, LLC has also agreed that the designee of AP Wheels, LLC then serving on our Board of Directors will offer to resign from our Board of Directors when AP Wheels, LLC owns less than one million shares of our common stock.

      Other than those transactions described above, since February 1, 2003, there has not been, nor is there currently proposed, any other transaction or series of similar transactions to which we were or are to be a party in which the amount involved exceeds $60,000 and in which any director, executive officer or holder of more

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OTHER MATTERS

      The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

      No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, such information or representation should not be relied upon as having been authorized. This Proxy Statement does not constitute the solicitation of a proxy, in any jurisdiction, from any person to whom it is unlawful to make such proxy solicitation in such jurisdiction. The delivery of this Proxy Statement shall not, under any circumstances, imply that there has not been any change in the information set forth herein since the date of the Proxy Statement.

ADDITIONAL INFORMATION

      The Securities and Exchange Commission has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to multiple stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process of “householding” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to 15300 Centennial Drive, Northville, Michigan 48167 or by calling Investor Relations at 734-737-5162.

By Order of the Board of Directors

/s/  PATRICK C. CAULEY

Patrick C. Cauley

May 28, 2004

      A copy of our Annual Report to the SEC on Form 10-K for the fiscal year ended January 31, 2004 has been included within the package of materials sent to you as well as a copy of our 2003 Annual Report to Stockholders. We will furnish any exhibit to the Annual Report on Form 10-K upon the request of a stockholder of record for a fee limited to the Company’s reasonable expenses in furnishing such exhibit. Request for exhibits to the Annual Report on Form 10-K should be directed to the Corporate Secretary at 15300 Centennial Drive, Northville, Michigan 48167.

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CHARTER OF THE

      The purpose of the Audit Committee of the Board of Directors (the “Committee”) of Hayes Lemmerz International, Inc. is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of Hayes Lemmerz International, Inc. and its subsidiaries (the “Corporation”), including, without limitation, (a) assisting the Board’s oversight of (i) the integrity of the Corporation’s financial statements, (ii) the Corporation’s compliance with legal and regulatory requirements, (iii) the Corporation’s independent auditors’ qualifications and independence, and (iv) the performance of the Corporation’s independent auditors and the Corporation’s internal audit function, and (b) preparing the report required to be prepared by the Committee pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for inclusion in the Corporation’s annual proxy statement.

      The Committee shall be comprised of three or more directors as determined from time to time by resolution of the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the Nasdaq Stock Market (“Nasdaq”) or other exchange on which the Corporation’s stock may be listed, the Sarbanes-Oxley Act of 2002 (the “Act”) and the rules and regulations promulgated by the SEC pursuant to the Act. Director’s fees (including any additional amounts paid to chairs of committees and to members of committees of the Board) are the only compensation a member of the Committee may receive from the Corporation; provided, however, that a member of the Committee may also receive pension or other forms of deferred compensation from the Corporation for prior service so long as such compensation is not contingent in any way on continued service.

      No director may serve as a member of the Committee if such director serves on the audit committee of more than three other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee.

      The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. Each member of the Committee must be “able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement,” as such qualification is interpreted by the Board in its business judgment. At least one member of the Committee must have the “financial sophistication” required by the rules and regulations of Nasdaq. At least one member of the Committee must be an “audit committee financial expert,” as such term is defined in the rules and regulations promulgated by the SEC pursuant to the Act, or if no member of the Committee is an “audit committee financial expert,” the Committee shall so inform the Corporation.

      Any vacancy on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Committee shall be removed except by majority vote of the directors that are independent pursuant to the rules and regulations of Nasdaq, any other exchange on which the Corporation’s stock may be listed, and the SEC.

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      The Committee shall meet once every fiscal quarter or more frequently as it shall determine is necessary to carry out its duties and responsibilities. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

      A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

      The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

      The Committee shall maintain minutes of its meetings and records relating to those meetings and provide copies of such minutes to the Board.

      In carrying out its duties and responsibilities, the Committee’s policies and procedures should remain flexible, so that it may be in a position to best react or respond to changing circumstances or conditions. The following are within the authority of the Committee:

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ANNEX A

PROCEDURES FOR THE ANONYMOUS SUBMISSION OF COMPLAINTS OR CONCERNS

      The following is the procedure for the confidential, anonymous submission by employees of Hayes Lemmerz International, Incl. [and its subsidiaries] (the “Corporation”) of concerns regarding questionable accounting, internal control, auditing or related matters (“Concerns”):

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This proxy will be voted “FOR” items 1 and 2 if no instruction to the contrary is indicated. If any other business is properly presented at the meeting, this proxy will be voted in accordance with the recommendation of the Board of Directors.		Please Mark Here for Address Change or Comments SEE REVERSE SIDE		o

						WITHHOLD
1.		Election of Class I Directors: 01 Curtis J. Clawson 02 George T. Haymaker, Jr.		FOR all nominees listed at left (except as marked to the contrary)		AUTHORITY to vote for all nominees listed at left
				o		o

(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name in the space below.)

 

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2.		Proposal to ratify the appointment of KPMG LLP as independent auditors for the Company for its fiscal year ending January 31, 2005:		FOR o		AGAINST o		ABSTAIN o

 

 

 

 

		Dated:				, 2004
				Signature
				Signature
		Please sign exactly as name appears on this proxy. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give title as such. If a corporation or a partnership, an authorized person should sign.

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/\ FOLD AND DETACH HERE /\

YOUR VOTE IS IMPORTANT!

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
ITEMS 1 AND 2.

PLEASE SIGN, DATE AND RETURN THE ABOVE PROXY CARD
TODAY USING THE POSTAGE-PAID ENVELOPE PROVIDED,
WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING.

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		7/28/07
		7/28/06		4
		2/28/06
		8/12/05
		6/13/05
		6/3/05		4
		4/14/05		8-K
		3/15/05
		2/8/05
		1/31/05		10-K,  NT 10-K
For Period End:		7/13/04		8-K
		6/8/04		4,  8-K
		6/3/04		4
Filed on / Effective on:		5/28/04
		5/27/04		3,  4/A,  8-K
		2/11/04		4,  8-K,  SC 13D/A
		1/31/04		10-K
		1/30/04
		1/8/04
		12/31/03
		7/28/03		4,  4/A
		7/1/03
		6/13/03
		6/10/03		3
		6/3/03		3,  4,  8-K12G3
		2/1/03
		7/15/02
		5/30/02
		12/5/01
		2/3/99
				List all Filings

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Filing Submission 0000950124-04-002614   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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