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[Standard Register LOGO]  

P.O. Box 1167 l Dayton, OH 45401

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF THE STANDARD REGISTER COMPANY  

To All Shareholders:

 

The annual meeting of shareholders of The Standard Register Company, an Ohio corporation, will be held at our corporate headquarters located at 600 Albany Street, Dayton, Ohio 45408, on Thursday, April 26, 2007, at 11:00 a.m. Eastern Daylight Savings Time, for the following purposes:

 

(1) To set the number of directors at seven and to elect a board of directors;

(2) To amend the Code of Regulations to authorize direct registration of shares;

(3) To transact such other business as may properly come before the annual meeting.

The board of directors has fixed the close of business on February 26, 2007, as the record date for determining the shareholders of Standard Register entitled to vote at the annual meeting.

 

A copy of Standard Registers annual report for its fiscal year ended December 31, 2006, is enclosed. Although it is not a part of the official proxy soliciting material, we want each shareholder to have a copy of the annual report. If you have not received a copy of the annual report, please call us at 937.221.1506.

 

Kathryn A. Lamme
Senior Vice President, General Counsel
& Secretary

 

Dayton, Ohio

March 16, 2007  

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE YOUR SHARES AS DESCRIBED ON YOUR PROXY CARD.

 

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Excerpt from Compensation Discussion and Analysis:

Perquisites  

In December 2006, cash perquisite accounts were eliminated and added to base salary compensation for 2007. The only perquisite for officers, including executive officers, in 2006 was $18,000 to be used for car expenses, club memberships, and financial and tax planning. Club memberships foster community and business relations, while the other perquisites provide personal benefits to participants. Executive officers participate in our healthcare and other benefit programs on the same terms as other employees. Our use of perquisites as a component of compensation is limited and largely based on historical practices and policies of our company. Our Compensation Committee endeavors to adhere to a high level of propriety in managing executive benefits and perquisites.

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Summary Compensation Table

The following table contains information regarding compensation earned in, or with respect to, fiscal 2006 by:

  Our Chief Executive Officer

  Our Chief Financial Officer

  Our three other most highly compensated executive officers

We refer to these officers collectively as our named executive officers.

																		Non-Equity
										Restricted								Incentive Plan				Change in				All Other
						Salary				Stock Awards				Option Awards				Compensation				Pension Value				Compensation				Total
Name and Principal Position		Year				($)				($)(1)				($)(1)				($)(2)				($)(3)				($)(4)				($)
Dennis L. Rediker
President and Chief Executive Officer			2006				728,000				363,077				47,837				181,866				411				27,900				1,349,091
Craig J. Brown
Senior Vice President, Treasurer and Chief Financial Officer			2006				291,000				271,829				25,922				48,464								19,320				656,535
Kathryn A. Lamme
Senior Vice President, General Counsel and Secretary			2006				275,000				263,363				25,510				45,800				121,794				19,104				750,571
Joseph P. Morgan, Jr.
Vice President, Chief Technology Officer and General Manager, On Demand Solutions			2006				273,000				96,847				12,153				45,467				23,882				27,900				479,249
Thomas M. Furey
Chief Supply Chain Officer and Vice President and General Manager of Document and Label Solutions			2006				239,231				52,066				10,432				39,843				258				18,900				360,730

   

(1)		Represents the amount of compensation expense recorded in 2006 related to restricted stock and option awards to our named executive officers. Compensation expense is calculated in accordance with Statement of Financial Accounting Standards 123(R), Share-Based Payment, which we refer to as SFAS 123(R), but does not include any impact of estimated forfeitures. See Note 12 to our Consolidated Financial Statements included in Form 10-K for the year ended December 31, 2006, for discussion of the relevant assumptions used to determine fair value. The amounts shown do not represent amounts paid to the named executive officers. The majority of compensation expense shown above for restricted stock awards is for performance-based awards that may be forfeited in the event the performance goal is not met by the end of 2007.
(2)		Represents annual cash incentive awards earned during the year under our Management Incentive Compensation Plan. Annual awards for 2006 were based upon the attainment of financial goals for the year and represent a payout percentage of approximately 33% of target. These amounts were paid in 2007 upon approval of our Compensation Committee in February 2007.
(3)		Reflects the total change in actuarial present value of the named executive officers accumulated benefits under all retirement plans in which they participate. The amounts are calculated by (a) assuming mortality according to the RP2000 mortality table and (b) applying a discount rate of 5.75% per year to determine the actuarial present value of the accumulated benefit at January 1, 2006, and December 31, 2006. See further

18

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		discussion under the Pension Benefits table. No named executive officer received preferential or above-market earnings on deferred compensation.
		The table below shows the components of other compensation.

 

						Company
						Contribution to
						Tax-Qualified
						401(K) Plan				Perquisites				Total
Name		Year				($)(1)				($)(2)				($)
Dennis L. Rediker			2006				9,900				18,000				27,900
Craig J. Brown			2006				1,320				18,000				19,320
Kathryn A. Lamme			2006				1,104				18,000				19,104
Joseph P. Morgan, Jr.			2006				9,900				18,000				27,900
Thomas M. Furey			2006				9,900				9,000				18,900

  

(1)		The 401(k) Savings Plan has two methods for determining the percentage match from the company. Under the original method, we match 10 cents on the dollar for the first six percent (6%) of the participants compensation deferred into the plan. The original method is used in connection with the traditional pension retirement formula of The Stanreco Retirement Plan. Mr. Brown and Ms. Lamme are covered by this formula. Messrs. Rediker, Morgan and Furey are covered by the second method applicable to all employees joining the company after January 1, 2000, the date on which no new entrants were allowed into the traditional pension retirement formula. Under the second method, we will match seventy-five cents on the dollar for the first six percent (6%) of the participants compensation deferred into the plan. The match vests after three years of service with the company.
(2)		We have established cash perquisite accounts in the amount of $18,000 for each of the named executive officers to be used for club memberships, car expense, financial and tax planning and similar expenses. Mr. Furey became on officer in April, 2006, and received a pro-rata amount.

 

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