Edgar Filing: UNIVERSAL FOREST PRODUCTS INC

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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 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Universal Forest Products, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

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paid previously. Identify the previous filing by registration statement
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SEC 1913 (02-02)

UNIVERSAL FOREST PRODUCTS, INC.
2801 East Beltline N.E.
Grand Rapids, MI 49525

NOTICE OF ANNUAL MEETING

The Annual Meeting of Shareholders of Universal Forest Products, Inc. will
be held at the Company's corporate headquarters, 2801 East Beltline NE, Grand
Rapids, Michigan, on Wednesday, April 20, 2005, at 8:30 a.m. LOCAL time
(registration begins at 8:00 a.m.) for the following purposes:

(1) Election of one director for a one year term expiring in 2006, and
election of two directors for three year terms expiring in 2008.

(2) The transaction of such other business as may properly come before the
meeting.

Shareholders of record at the close of business on March 1, 2005, are
entitled to notice of and to vote at the meeting. To vote by telephone,
shareholders of record (shareholders who possess a certificate representing
their shares) may call toll free on a touch-tone telephone 1-800-PROXIES
(1-800-776-9437), enter the control number located on their proxy card, and
follow the recorded instructions. To vote on the Internet, shareholders of
record may go to the Internet address http://www.voteproxy.com, enter the
control number located on their proxy card, and follow the instructions
provided.

If your shares are held through a bank or broker (referred to as "street
name"), you may also be eligible to vote your shares electronically. Follow the
instructions on your voting form, using either the toll free telephone number or
the Internet address that is listed.

A copy of the Annual Report to Shareholders for the year ended December 25,
2004, is being mailed to you concurrently with this Notice.

BY ORDER OF THE BOARD OF DIRECTORS

Matthew J. Missad, Secretary

March 18, 2005

Universal Forest Products, Inc.
2801 East Beltline N.E.
Grand Rapids, Michigan 49525

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY.

UNIVERSAL FOREST PRODUCTS, INC.
2801 East Beltline N.E.
Grand Rapids, Michigan 49525

ANNUAL MEETING OF SHAREHOLDERS
April 20, 2005

PROXY STATEMENT

SOLICITATION OF PROXIES

This Proxy Statement and the enclosed Proxy are being furnished to holders
of Common Stock, no par value, of Universal Forest Products, Inc. (the
"Company"). The Board of Directors is soliciting proxies for use at the Annual
Meeting of Shareholders to be held on April 20, 2005, and at any adjournment of
that meeting. The Annual Meeting will be held at the Company's corporate
headquarters, 2801 East Beltline N.E., Grand Rapids, Michigan, at 8:30 a.m.
local time. Registration for the meeting begins at 8:00 a.m.

VOTING AT THE MEETING

If the enclosed Proxy is properly signed and returned to the Company, the
shares represented by the Proxy will be voted at the Annual Meeting and at any
adjournment of the meeting. If a shareholder specifies a choice, the Proxy will
be voted as specified. If no choice is specified, the shares represented by the
Proxy will be voted for the election of all nominees named in the Proxy
Statement, and in accordance with the judgment of the persons named as proxies
with respect to any other matter which may come before the meeting.

Returning your completed Proxy will not prevent you from voting in person at
the Annual Meeting if you wish to do so. In addition, you may revoke your Proxy
at any time before it is voted, by written notice to the secretary of the
Company prior to the Annual Meeting, or by submission of a later-dated Proxy, or
by the withdrawal of your Proxy and voting in person at the Annual Meeting.

The cost of the solicitation of proxies will be paid by the Company. In
addition to the use of the mail, proxies may be solicited personally, by
telephone, by facsimile, or by electronic mail by regular employees of the
Company who will not receive additional compensation for soliciting proxies. The
Company does not intend to pay any compensation for the solicitation of proxies,
except that brokers, nominees, custodians, and other fiduciaries will be
reimbursed by the Company for their expenses in connection with sending
materials to beneficial owners and obtaining their proxies.

VOTING SECURITIES

Holders of record of Common Stock at the close of business on March 1, 2005,
will be entitled to vote at the Annual Meeting. As of March 1, 2005, there were
18,101,148 shares of Common Stock outstanding. The presence in person or by
Proxy of at least 51% of such shares constitutes a quorum. A shareholder is
entitled to one vote for each share of Common Stock registered in the
shareholder's name at the close of business on March 1, 2005. Under Michigan
law, abstentions are treated as present and entitled to vote and therefore have
the effect of a vote against the matter. A broker non-vote on a matter is
considered not entitled to vote on that matter and, therefore, is not counted in
determining whether a matter requiring approval of a majority of the shares
present and entitled to vote has been approved. Votes cast at the meeting or
submitted by Proxy will be counted by inspectors of the meeting who will be
appointed by the Company. There is no right to cumulative voting on any matter.

ELECTION OF DIRECTORS

The Board of Directors consists of eight members and is divided into three
classes, as equal in number as possible, with the classes to hold office for
staggered terms of three years each. The Board nominated incumbent director
Louis A. Smith to a one year term expiring at the 2006 Annual Meeting. The Board
also nominated incumbent directors Gary F. Goode and Mark A. Murray to three
year terms expiring at the 2008 Annual Meeting. The Company's retirement policy
states that a non-employee Director may not serve on the Board for more than
twelve years. The election of Mr. Smith as a director to serve until the next
Annual Meeting of Shareholders will allow him to complete his twelfth year.

The persons named as proxy holders in the accompanying Proxy will vote for
the above-named nominees, unless the shareholder directs them differently on the
proxy card. If a nominee is not available for election as a director at the time
of the Annual Meeting (a situation which is not now anticipated), the Board of
Directors may designate a substitute nominee, and the accompanying Proxy will be
voted for the substituted nominee.

A vote of the shareholders holding a plurality of the shares present in
person or represented by proxy is required to elect directors. Accordingly, the
three individuals who receive the greatest number of votes cast at the meeting
will be elected as directors.

The Board of Directors recommends a vote FOR the election of each person
nominated by the Board.

The following table provides certain biographical information for each
person who is nominated for election as a director at the Annual Meeting and for
each person who is continuing as an incumbent director.

NAMES, (AGES), POSITIONS, AND BACKGROUNDS OF DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
------------------------------------------------------------------------------------------------------

NOMINEE FOR TERM EXPIRING IN 2006
LOUIS A. SMITH (65) is President of the law firm of Smith and Director since 1993.
Johnson, Attorneys, P.C., of Traverse City, Michigan. Mr. Smith Member of Audit Committee.
also serves on the Advisory Board of the Huntington National Bank Member of Personnel and
of Traverse City, and serves as a member of the Advisory Council to Compensation Committee.
the University of Notre Dame Law School.
NOMINEES FOR TERMS EXPIRING IN 2008
GARY F. GOODE (60) assumed the position of Chairman of Titan Director since 2003.
Distribution, LLC in November 2004 and continues in that position Chairman of Audit Committee.
today. He was previously employed at Arthur Andersen LLP
("Andersen") for 29 years, including 11 years as the managing
partner of their Western Michigan practice, until his retirement in
2001. Mr. Goode has provided consulting services since his
retirement from Andersen. Mr. Goode is on the Board of Directors of
Gentex Corporation and serves on the Audit, Compensation, and
Nominating Committees. Mr. Goode is also on the Advisory Board of
the Business School at Western Michigan University.
MARK A. MURRAY (50) is President of Grand Valley State University Director since 2004.
in Allendale, Michigan, with whom he has been affiliated since July Member of Audit Committee.
2001. Mr. Murray was Treasurer of the State of Michigan from
January 1999 until July 2001.

NAMES, (AGES), POSITIONS, AND BACKGROUNDS OF DIRECTORS AND NOMINEES SERVICE AS A DIRECTOR
------------------------------------------------------------------------------------------------------

INCUMBENT DIRECTORS -- TERMS EXPIRING IN 2007
WILLIAM G. CURRIE (57) is the Vice Chairman of the Board and Chief Director since 1978.
Executive Officer of the Company. He joined the Company in 1971,
serving as a salesman, general manager, vice president, and
executive vice president. Since 1989, he has been the Chief
Executive Officer of the Company, and on January 1, 2000, also
became Vice Chairman of the Board.
JOHN M. ENGLER (56) is President and Chief Executive Officer of the Director since 2003.
National Association of Manufacturers, with whom he has been Member of Nominating and
affiliated since October 2004. He was President of State and Local Corporate Governance Committee.
Government Business and Vice President of Government Solutions for Member of Personnel and
North America for EDS in Herndon, Virginia from February 2003 to Compensation Committee.
September 2004. He served as Governor of the State of Michigan from
1991 to 2003. Mr. Engler also serves on the boards of Munder
Capital Management and Northwest Airlines.
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 2006
DAN M. DUTTON (57) is Chairman of the Board of Stimson Lumber Director since 2003.
Company of Portland, Oregon with whom he has been affiliated since Chairman of Nominating and
1988. Mr. Dutton also serves on the board of the American Forest Corporate Governance Committee.
and Paper Association.
JOHN W. GARSIDE (65) is the President and Treasurer of Woodruff Director since 1993.
Coal Company of Kalamazoo, Michigan. Mr. Garside also serves as a Chairman of Personnel and
commissioner for the Michigan Department of Transportation. Compensation Committee.
Member of Nominating and
Corporate Governance Committee.
AMBASSADOR PETER F. SECCHIA (67) is Managing Partner of SIBSCO, Director since 1967.
LLC, a private investment company. On December 31, 2002, he retired
from the Company with whom he has been affiliated since 1962. He
had been president, chief executive officer, and chairman of the
board from March 1971 until 1989. From 1989 until 1993, he served
as U.S. Ambassador to Italy. From January 1993 to the present time,
he has served as Chairman of the Board of the Company.

CORPORATE GOVERNANCE AND BOARD MATTERS

The Board of Directors of Universal Forest Products is committed to sound
and effective corporate governance practices. To assist in its governance, the
Board has appointed three standing committees: the Audit Committee, the
Nominating and Corporate Governance Committee, and the Personnel and
Compensation Committee. The Audit Committee and the Nominating and Corporate
Governance Committee each have a written charter which is available for review
on the Company's website at www.ufpi.com.

CODE OF BUSINESS CONDUCT AND ETHICS AND CODE OF ETHICS FOR SENIOR FINANCIAL
OFFICERS

The Company has adopted a Code of Business Conduct and Ethics that applies
to the Company's employees, officers, and directors. The Company has also
adopted a Code of Ethics for Senior Financial Officers. Each Code is posted on
the Company's website at www.ufpi.com. Any changes or waivers to either Code
will be disclosed on the Company's website.

AFFIRMATIVE DETERMINATION REGARDING DIRECTOR INDEPENDENCE AND OTHER MATTERS

The Board of Directors has determined each of the following directors to be
an "independent director" as such term is defined in Marketplace Rule
4200(a)(15) of the National Association of Securities Dealers (the "NASD"): Dan
M. Dutton, John M. Engler, John W. Garside, Gary F. Goode, Mark A. Murray,
Philip M. Novell, and Louis A. Smith. Moreover, there are no family
relationships between or among the directors and the Company's executive
officers.

The Board of Directors has determined that each member of the three
committees of the Board meets the independence requirements applicable to those
committees prescribed by the Nasdaq Listing Standards, the Securities and
Exchange Commission, and the Internal Revenue Service.

The Nominating and Corporate Governance Committee reviewed the applicable
legal standards for Board members and Board committee independence and the
criteria applied to determine "audit committee financial expert" status, as well
as the answers to annual questionnaires completed by each of the directors. On
the basis of this review, the Nominating and Corporate Governance Committee
delivered a report to the full Board of Directors, and the Board made its
independence and "audit committee financial expert" determinations based upon
the Nominating and Corporate Governance Committee's report and each member's
review of the information made available to the Nominating and Corporate
Governance Committee.

COMMITTEES

The Board of Directors has appointed an Audit Committee. Each member of the
Audit Committee is "independent" as that term is defined by Rule 4200(a)(15) of
the Nasdaq Listing Standards as well as the applicable rules of the Securities
Exchange Commission for audit committee membership. The Board of Directors has
determined that Mr. Goode qualifies as the "audit committee financial expert" as
defined in Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934
(the "Exchange Act"). The full responsibilities of the Audit Committee are set
forth in the Audit Committee Charter. In general, the primary purpose of this
Committee is to assist the Board in overseeing management's conduct of the
Company's financial reporting processes and its system of internal controls
regarding finance, accounting, legal compliance, and ethics. During 2004, the
Audit Committee held four formal meetings and five special meetings via
conference telephone call.

The Board of Directors has a Personnel and Compensation Committee,
consisting entirely of independent directors, as currently defined by the Nasdaq
Listing Standards, that is responsible for reviewing and recommending to the
Board of Directors the timing and amount of compensation for key employees,
including salaries, bonuses, and other benefits. The Personnel and Compensation
Committee is also responsible for administering the Company's stock option and
other equity-based incentive plans, recommending retainer and attendance fees
for non-employee directors, and reviewing compensation plans and awards as they
relate to key employees. During 2004, the Personnel and Compensation Committee
held one formal meeting.

The Board of Directors also has a Nominating and Corporate Governance
Committee. Each member of the Nominating and Corporate Governance Committee is
"independent" as that term is defined by the Nasdaq Listing Standards. The
Nominating and Corporate Governance Committee considers and proposes director
nominees for election at the Annual Meeting, selects candidates to fill Board
vacancies as they may occur, makes recommendations to the Board regarding Board
committee memberships, generally monitors the Company's corporate governance
system, and performs any other functions or duties deemed appropriate by the
Board. The full responsibilities of the Nominating and Corporate Governance
Committee are set forth in the Nominating and Corporate Governance Committee
Charter. During 2004, the Nominating and Corporate Governance Committee held one
meeting.

The Company's Articles of Incorporation contain certain procedural
requirements applicable to shareholder nominations of directors. A shareholder
may nominate a person to serve as a director if they provide written notice to
the Company not later than thirty days prior to the annual meeting. The notice
must include (1) the name and address of the shareholder who intends to make the
nomination and of the person or persons nominated; (2) a representation that the
shareholder is a current record holder and will continue to hold those shares
through the date of the meeting, and intends to appear in person or by proxy at
the meeting; (3) a description of all arrangements between the shareholder and
each nominee; (4) the information regarding each nominee as would be required to
be included in a proxy statement filed under Regulation 14A of the Exchange Act
had the nominee been nominated by the Board of Directors; and (5) the consent of
each nominee to serve as director. The nominee's written consent to the
nomination and sufficient background information on the candidate must be
included to enable the Nominating and Corporate Governance Committee to make
proper assessments as to his or her qualifications. Nominations must be
addressed to the Chairman of the Nominating and Corporate Governance Committee
at the Company's headquarters, and must be received no later than the 30th day
prior to the Annual Meeting in order to be considered for the next annual
election of directors. The Nominating and Corporate Governance Committee may
also make its own search for potential candidates that may include candidates
identified by a variety of means as deemed appropriate by the Committee.

The Nominating and Corporate Governance Committee has not established
specific minimum age, education, years of business experience, or specific types
of skills for potential candidates, but, in general, expects qualified
candidates will have ample experience and a proven record of business success
and leadership. In general, the Committee requires that each member of the Board
of Directors will have the highest personal and professional ethics, integrity,
and values; and will consistently exercise sound and objective business
judgment. In addition, it is anticipated that the Board as a whole will have
individuals with significant appropriate senior management and leadership
experience, a comfort with technology, a long-term, strategic and global
perspective, and the ability to advance constructive debate. It will be
important for the Board as a whole to operate in an atmosphere where the
chemistry of the individuals is a key element.

Upon receipt of a shareholder proposed candidate, the Chairman of the
Nominating and Corporate Governance Committee assesses the Board's needs,
primarily whether there is a current or pending vacancy or a possible need to
fulfill by adding or replacing a director, and then develops a director profile
by comparing the current state of Board characteristics with the desired state
and the candidate's qualifications. The profile and the candidate's submitted
information are provided to the Chairman of the Board and Chief Executive
Officer for discussion. Following this discussion, the profile and the
candidate's materials are forwarded to all Nominating and Corporate Governance
Committee members, and consideration of the candidate is added as an agenda item
for the next Committee meeting.

Similarly, if at any time the Nominating and Corporate Governance Committee
or the Board determines there may be a need to add or replace a director, the
Nominating and Corporate Governance Committee or the Board develops a director
profile by comparing the current state of Board characteristics with the desired
state. If no candidates are apparent from any source, the Committee will
determine the appropriate method to conduct a search.

The Committee has, to date, not paid any third party fees to assist in
identifying and evaluating nominees. The Committee has not received any
recommended nominations from any of the Company's shareholders in connection

with the Annual Meeting. The nominees that are standing for election as
directors at the 2005 Annual Meeting are incumbent directors nominated by the
Committee.

COMMUNICATIONS WITH THE BOARD

Generally, shareholders who have questions or concerns regarding the Company
should contact the Investor Relations Department at 1-888-BUY-UFPI
(1-888-289-8374). However, any shareholder who wishes to address questions
regarding the business or affairs of the Company directly with the Board of
Directors, or any individual director, should direct his or her questions in
writing to the Secretary of the Board at 2801 East Beltline N.E., Grand Rapids,
MI 49525. The Secretary has been directed to promptly forward all communications
to the full Board or the specific director indicated in the letter.

MEETING ATTENDANCE

Each director is expected to make a reasonable effort to attend all meetings
of the Board, applicable committee meetings, and the Annual Meeting of
Shareholders. All Directors attended the 2004 Annual Meeting. During the
Company's last fiscal year, there were four regular meetings of the Board of
Directors, and the Board took action by unanimous written consent on five
occasions. Each of the incumbent directors attended at least 75% of the
aggregate number of meetings of the Board of Directors and meetings of
committees they were eligible to attend. During fiscal 2004, the Board met in
executive session, without the presence of management, on one occasion.

COMPENSATION OF DIRECTORS

Directors who are also employees of the Company do not receive an annual
retainer and are not compensated for attendance at Board or committee meetings.
Other than the fees due under his consulting and noncompete agreement with the
Company, Chairman Secchia does not receive any additional compensation for
serving on the Board. Directors who are not employees of the Company receive a
$20,000 annual retainer fee, plus $1,000 for attendance at each regular and
special meeting of the Board of Directors. Each outside Director is granted 100
shares of stock for each Board meeting attended, up to a maximum of 400 shares
per year. Also, each outside Director receives a $1,000 meeting fee for each
committee meeting they attend.

Each Director who is not a current or former employee of the Company may
participate in the Director Retainer Stock Plan. The Director Retainer Stock
Plan, approved by shareholders in April 1994, provides that each Director may
elect to receive Company stock, on a deferred basis, in lieu of cash
compensation for the Director's retainer and meeting fees.

Directors receive reimbursement of ordinary and necessary expenses to attend
meetings. The Chairmen of the Personnel and Compensation Committee and the
Nominating and Corporate Governance Committee do not receive additional
compensation for serving as a Chairman. The Chairman of the Audit Committee
receives an additional $15,000 per year for serving as Chairman.

OWNERSHIP OF COMMON STOCK

The following table sets forth information as to each shareholder known to
the Company to have been the beneficial owner of more than five percent (5%) of
the Company's outstanding shares of Common Stock as of March 1, 2005:

NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
------------------------------------------------------------------------------------------------------

Lord, Abbett & Co. LLC 1,068,074 5.9%
90 Hudson Street
Jersey City, NJ 07302
Barclays Global Investors, NA 1,038,890 5.8%
45 Fremont Street
San Francisco, CA 94105
NFJ Investment Group L.P. 965,200 5.4%
2121 San Jacinto Street, Suite 1840
Dallas, TX 75201
Wellington Management Company, LLP 916,300 5.1%
75 State Street
Boston, MA 02109

-------------------------
(1) Except as otherwise indicated by footnote, each named person has sole voting
and investment power with respect to the shares indicated.

(2) Shares outstanding for this calculation include 489,617 shares which are
subject to options exercisable in 60 days; 31,868 shares which are subject
to issuance under the Director Retainer Stock Plan; and 170,627 shares which
are subject to issuance under a Deferred Compensation Plan.

SECURITIES OWNERSHIP OF MANAGEMENT

The following table contains information with respect to ownership of the
Company's Common Stock by all directors, nominees for election as director,
executive officers named in the tables under the caption "Executive
Compensation," and all executive officers and directors as a group. The
information in this table was furnished by the Company's officers, directors,
and nominees for election of directors, and represents the Company's
understanding of circumstances in existence as of March 1, 2005.

NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
--------------------------------------------------------------------------------------------------------

Peter F. Secchia 899,438(3) 4.8%
William G. Currie 586,220(4)(5) 3.1%
Michael B. Glenn 243,517(4)(5) 1.3%
Robert K. Hill 145,821(4)(5) *
Matthew J. Missad 111,118(4)(5) *
C. Scott Greene 53,108(4)(5) *
John W. Garside 32,127(6) *
Louis A. Smith 25,858(6) *
Philip M. Novell 15,830(6) *
Gary F. Goode 3,257(6) *
Dan M. Dutton 2,746(6) *
John M. Engler 400 *
Mark A. Murray 100 *
All directors and executive officers as group (15 persons) 2,270,855(6) 12.1%

-------------------------
* Less than one percent (1%).

(1) Except as otherwise indicated by footnote, each named person has sole voting
and investment power with respect to the shares indicated.

(3) Includes 50,000 shares owned by Mr. Secchia's wife; 441,053 shares held by
limited liability companies of which Mr. Secchia is a member; 105,000 shares
held by a family limited partnership of which Mr. Secchia is a partner; and
31,550 shares held by a family foundation.

(4) Includes shares which may be acquired by Mr. Currie, Mr. Glenn, Mr. Hill,
Mr. Missad, and Mr. Greene pursuant to options exercisable in 60 days in the
amount of 35,000 shares, 42,500 shares, 30,000 shares, 28,690 shares, and
11,844 shares, respectively.

(5) Includes shares subject to issuance under a Deferred Compensation Plan for
Mr. Currie, Mr. Glenn, Mr. Hill, Mr. Missad, and Mr. Greene, in the amount
of 1,095 shares, 215 shares, 25,753 shares, 5,111 shares, and 16,671 shares,
respectively.

(6) Includes shares obtained through the Company's Director Retainer Stock Plan
for Mr. Dutton, Mr. Garside, Mr. Goode, Mr. Novell, and Mr. Smith who hold
1,946 shares, 2,777 shares, 2,557 shares, 11,930 shares, and 12,658 shares,
respectively, through such plan.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table shows certain information
concerning the compensation for the Chief Executive Officer and the Company's
four most highly compensated executive officers for fiscal 2004 (the "Named
Executives"), and their compensation for 2003 and 2002:

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- -------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(1)(2) COMPENSATION OPTIONS/SAR'S COMPENSATION(3)
-------------------------------------------------------------------------------------------------------------

William G. Currie 2004 $494,522 $1,030,000 0 0 $6,391
Vice Chairman of the 2003 479,250 929,600 0 90,000 6,273
Board and Chief 2002 459,934 805,000 0 95,000 8,030
Executive Officer

Michael B. Glenn 2004 358,912 750,000 0 0 6,391
President and Chief 2003 347,513 744,000 0 50,000 6,273
Operating Officer 2002 330,271 645,000 0 55,000 8,030

Robert K. Hill 2004 289,013 600,180 0 20,000 7,124
President 2003 276,209 609,000 0 0 6,273
Universal Forest Products 2002 262,517 550,000 0 5,000 8,030
Western Division

C. Scott Greene 2004 241,481 492,996 0 20,000 6,986
President 2003 229,625 420,003 0 0 3,688
Universal Forest Products 2002 219,851 341,111 0 3,711 8,030
Eastern Division

Matthew J. Missad 2004 234,781 355,000 0 20,000 6,901
Executive Vice President, 2003 227,261 300,000 0 0 5,273
General Counsel and 2002 215,682 263,000 0 4,352 8,030
Secretary

-------------------------
(1) Includes amounts deferred by Named Executives under the Company's 401(k)
Plan and the Deferred Compensation Plan.

(2) Includes annual bonus payments under performance-based bonus plans tied to
the Company's operating profit and return on investment, which covers
substantially all salaried employees. The bonus amounts include the amounts
earned in each respective year, which are paid in the subsequent year.

(3) The amounts set forth in this column represent Company contributions to the
Company's Profit Sharing and 401(k) Plan. Subject to certain requirements,
including age and service requirements, all employees of the Company and its
subsidiaries are eligible to participate in the Plan.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding stock options granted
to the Named Executives during the preceding fiscal year:

INDIVIDUAL GRANTS
------------------------------------------------------------------------
NUMBER OF SECURITIES PERCENT OF OPTIONS
UNDERLYING OPTIONS GRANTED TO ALL EXERCISE GRANT DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
EXECUTIVE (#)(1) FISCAL YEAR ($/SH)(2) DATE (3)
--------------------------------------------------------------------------------------------------------------------

William G. Currie 0 0.00%
Michael B. Glenn 0 0.00%
Robert K. Hill 16,000(4) 16.00% $30.64 08/01/2014 $150,659
4,000(5) 4.00% $30.64 08/01/2015 $ 56,163
C. Scott Greene 16,000(4) 16.00% $30.64 08/01/2014 $150,659
4,000(5) 4.00% $30.64 08/01/2015 $ 56,163
Matthew J. Missad 16,000(4) 16.00% $30.64 08/01/2014 $150,659
4,000(5) 4.00% $30.64 08/01/2015 $ 56,163

-------------------------
(1) The options granted under this plan may be exercised beginning in 2006.

(2) The exercise price equals or exceeds the fair market value of the Company
stock as of the grant date of August 1, 2004.

(3) Based on the Black-Scholes option valuation model assuming volatility is
27.42%, risk-free rate of return is 4.6%, dividend yield is 0.40%, and time
of exercise is 30 days prior to expiration of option. The Black-Scholes
option valuation model is an alternative suggested by the Securities and
Exchange Commission, and the Company neither endorses this particular model,
nor necessarily agrees with this method for valuing options. The actual
value of the options, if any, will depend on the market value of the
Company's Common Stock subsequent to the date the options become
exercisable.

(4) These options first become exercisable in increments of 4,000 shares each
beginning on August 1, 2006, August 1, 2008, August 1, 2010, and August 1,
2012, respectively.

(5) These options become exercisable on August 1, 2014.

AGGREGATED OPTION EXERCISES IN 2004 AND YEAR-END OPTION VALUES

The following table provides information on the number and value of options
exercised in the past year, as well as the number and value of unexercised
options held by the Named Executives at December 25, 2004:

NUMBER OF SECURITIES
SHARES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS(2)
EXECUTIVE EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------

William G. Currie 5,000 $119,175 0 185,000 0 $4,135,275
Michael B. Glenn 6,000 $113,220 5,000 137,000 $145,150 $3,460,720
Robert K. Hill 4,000 $ 82,480 5,000 53,000 $145,150 $1,350,480
C. Scott Greene 4,000 $ 80,360 3,133 51,711 $ 91,891 $ 852,298
Matthew J. Missad 0 0 4,338 44,352 $125,933 $1,091,385

-------------------------
(1) The value realized upon the exercise of options is equal to the difference
between the market value of the shares of Common Stock acquired at the time
of exercise and the aggregate exercise price paid by the Named Executives.

(2) The value of unexercised options is based on the difference between the
closing market price of the Company's stock on December 25, 2004 ($43.16)
and the exercise prices of the options.

AUDIT COMMITTEE REPORT

On February 21, 2005, the Audit Committee (the "Committee") submitted to the
Board of Directors the following report:

The Committee has reviewed and discussed with management the Company's
audited financial statements as of and for the year ended December 25, 2004.

The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants.

The Committee has received and reviewed the written disclosures from the
independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and has discussed with the auditors the auditors' independence.

Based on the reviews and discussions referred to above, the Committee
recommends to the Board of Directors that the financial statements referred to
above be included in the Company's Annual Report on Form 10-K for the year ended
December 25, 2004.

Gary M. Goode, Audit Committee
Chairman
Mark A. Murray, Audit Committee Member
Louis A. Smith, Audit Committee Member

PERSONNEL AND COMPENSATION COMMITTEE REPORT

The Personnel and Compensation Committee (the "Committee") of the Board of
Directors has furnished the following report on executive compensation:

During 2004, the Company maintained its compensation program in accordance
with the following Committee goals:

A. Reasonable and appropriate base salaries, based upon job duties.

B. Incentive compensation tied to return on investment ("ROI") with
appropriate adjustments for achievement of specified Company Key
Performance Indicators ("KPI").

C. Modest stock options for certain executives which align interests of the
employee with interests of shareholders, and help retain these
executives for future service to the Company.

The Committee has determined that the following categories will best
motivate Company executives to achieve the Company goals:

BASE SALARIES. Annual base salaries are based on past and present corporate
and individual performance. The Committee considers base salary data of
similar-sized corporations and industry competitors to ensure that salaries are
competitive in the market place. Salary comparisons with peer group companies
are reviewed and analyzed to account for differences in size and business
complexity among peer companies.

The Committee has complete discretion in determining base salary amounts
(including the grant and amount of any annual discretionary incentive payments
or stock option awards), regardless of whether corporate or individual
performance goals are achieved. The Committee exercised its complete discretion
in setting base salaries for 2004.

Each year the Committee reviews, with the Chief Executive Officer, and
approves, with such modifications as it may deem appropriate, an annual salary
adjustment target for executives for the ensuing February 1 to January 31, based
on current available survey data, cost of living factors, and performance
judgments as to the past and expected future contributions of the individual
officers.

INCENTIVE COMPENSATION. The Company relies heavily on annual incentive
compensation to attract and retain Company officers and other key employees of
outstanding abilities, and to motivate them to perform to the full extent of
their abilities. The Company's incentive compensation system in 2004 focused on
ROI. In addition, incentive compensation was subject to additional adjustment,
up or down, based upon achievement of certain KPI. For Messrs. Greene and Hill,
2004 bonuses are based on the ROI and KPI of their respective operations. For
Messrs. Currie, Glenn, and Missad, incentive compensation is based entirely on
the ROI and KPI of the Company as a whole.

CHIEF EXECUTIVE. The Committee annually reviews and establishes the
discretionary component of the base salary of the Chief Executive Officer. His
salary is based on comparable compensation data, the Committee's assessment of
his past performance, and its expectation as to his future contributions in
leading the Company and its businesses. The Chief Executive Officer's base
salary fell within the lower-range of the salaries of comparable executives.
When compared with the peer group of the Company (as discussed under "Stock
Performance Graph"), the Chief Executive Officer's base salary fell well below
the similarly sized companies in the peer group. The Committee has complete
discretion in setting base salary for Mr. Currie (who does not have an
employment agreement with the Company).

The Chief Executive Officer's incentive bonus amount for 2004 was based upon
performance determined under the Company's Performance Bonus Plan. The Chief
Executive Officer's bonus for 2004 reflects the Company's overall performance,
including record net sales and net earnings achieved in 2004, as compared to
2003.

INCENTIVE BONUS PROGRAM. For fiscal 2005, the Company will continue to use
the ROI based Performance Bonus Plan with KPI adjustments as described above. By
basing the individual's incentive compensation on the ROI generated by the
profit center, the individual is rewarded for properly managing assets,
increasing cash flow, and obtaining higher net margins. Participants who achieve
all of the KPI goals will receive a higher percentage of the ROI bonus than
those achieving fewer KPI goals. A discretionary bonus component is available
for salaried personnel at operations which have not yet hit the ROI target but
demonstrate improvement over the previous year.

For the Chief Executive Officer and the other Named Executives, incentive
compensation will be paid as provided in the Performance Bonus Plan, as approved
by the Committee. For 2005, bonus compensation as determined under the
Performance Bonus Plan may be adjusted depending on the Named Executive's
achievement of certain KPI targets.

Due to the changes in accounting for stock options, the Committee decided
not to grant broad-based stock options to its salaried employees for 2005.

The Company's policy is to pay all earned compensation regardless of whether
it exceeds the One Million Dollar ($1,000,000) limitation on compensation
deductions set forth in Section 162(m) of the Internal Revenue Code. To ensure
the maximum tax deductibility for the Company, the Company received shareholder
approval of its Performance Bonus Plan at its 1999 Annual Meeting of
Shareholders.

The Committee recognizes that as the strategic objectives of the Company are
modified and refined, the compensation formulas must also be refined to maintain
the direct correlation between individual compensation and Company performance.

John W. Garside, Chairman
John M. Engler
Louis A. Smith

The reports of the Audit Committee and the Personnel and Compensation
Committee shall not be deemed incorporated by reference in any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.

STOCK PERFORMANCE GRAPH

The following graph depicts the cumulative total return on the Company's
Common Stock compared to the cumulative total return on the indices for The
Nasdaq Stock Market (all U.S. companies) and an industry peer group selected by
the Company. The graph assumes an investment of $100 on December 23, 1999 and
reinvestment of dividends in all cases.

[PERFORMANCE GRAPH]

12/1999 12/2000 12/2001 12/2002 12/2003 12/2004

# Universal Forest Products, Inc. 100.0 101.6 159.8 163.2 241.0 336.0
* Nasdaq Stock Market (US Companies) 100.0 61.8 50.0 34.2 50.0 54.8
- Self-Determined Peer Group 100.0 67.4 61.7 39.1 76.8 103.3

-------------------------
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 12/23/1999.

The companies included in the Company's self-determined industry peer group
are as follows:

Building Materials Holding Co. Louisiana Pacific Corp.
Georgia Pacific Corp. Patrick Industries

The returns of each company included in the self-determined peer group are
weighted according to each respective company's stock market capitalization at
the beginning of each period presented in the graph above.

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires directors, executive officers,
and greater than 10% beneficial owners to file reports of ownership and changes
in ownership of shares of Common Stock with the Securities and Exchange
Commission, and applicable regulations require them to furnish the Company with
copies of all Section 16(a) reports they file. Based solely upon review of the
copies of such reports furnished to the Company, or written representations that
no such reports were required, all Section 16(a) filing requirements applicable
to the reporting persons were complied with, except for Mr. Coleman who filed
one late report covering one transaction.

RELATED PARTY TRANSACTIONS

Peter F. Secchia, Chairman of the Board, has agreed to provide certain
services to the Company, as set forth in a consulting and advisory services
agreement with SIBSCO, LLC, a company of which Mr. Secchia is managing
principal. These services include business and management consulting, public
relations counsel, government affairs coordination, and special project
services. The agreement expires on December 31, 2007, and provides for monthly
payments of $16,667. The Company has also agreed to reimburse SIBSCO, LLC for
certain business expenses, not to exceed $16,667 per month. At the discretion of
the Board of Directors, Mr. Secchia is eligible for incentives if his advisory
services significantly improve the Company's operating results. The incentive
may not exceed $100,000 per year. In January 2004, the Board awarded Mr. Secchia
an incentive payment of $100,000. In January 2005, the Company paid Mr. Secchia
$75,000 per year in exchange for Mr. Secchia relinquishing his right to use 25
hours on the Company's plane for the years 2003 and 2004. In addition to the
consulting agreement, the Company entered into a seven year non-compete
agreement with Mr. Secchia which provides for monthly payments of $12,500. The
non-compete agreement expires on December 31, 2009.

Dan M. Dutton is Chairman of Stimson Lumber Company, which had sales of $8
million to the Company for 2004. This amount is less than 5% of Stimson's total
sales in 2004 and is less than 5% of the Company's total purchases for 2004.

INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP ("E&Y") served as independent public accountants for the
Company for the fiscal years ended December 27, 2003 and December 25, 2004.
Representatives of E&Y will be present at the Annual Meeting of Shareholders and
available to respond to appropriate questions. The E&Y representatives will have
the opportunity to make a statement if they so desire. Upon the recommendation
of the Audit Committee, the Company has selected E&Y to serve as the Company's
independent public accountants for 2005.

AUDIT COMMITTEE PRE-APPROVAL POLICY. The Audit Committee has established a
pre-approval policy and procedures for audit, audit-related, and tax services
that can be performed by the Company's independent public accountants. The
policy sets out the specific services that must be pre-approved by the Audit
Committee and places limitations on the scope of these services while ensuring
the independence of the auditors to audit the Company's financial statements is
not impaired. The policy prohibits the Company from retaining E&Y for services
which are proscribed by rule of the Securities and Exchange Commission. In
addition, the policy requires disclosure by the Company of non-audit services
performed by the Company's auditors. The pre-approval policy does not include a
delegation of the Audit Committee's responsibilities and authorities under the
policy.

SERVICE FEES PAID TO AUDITORS. The following set forth the fees paid to the
independent public accountants of the Company for the last two fiscal years, all
of which were pre-approved by the Audit Committee:

2004 2003
---------------------------------------------------------------------------------------

Audit Fees $476,150 $261,425
Audit Related Fees(1) 24,250 39,500
Tax Fees(2) 243,645 167,552
All Other Fees 0 0
-------- --------
Total $744,045 $468,477
======== ========

-------------------------
(1) Consists primarily of financial statement audits of employee benefit plans
and review services for an affiliate.

(2) Consists primarily of U.S. Federal, State and local tax consulting and
compliance advice along with tax advice and assistance regarding statutory,
regulatory, or administrative developments in the United States, Canada, or
Mexico.

AVAILABILITY OF FORM 10-K

Shares of the Company's stock are traded under the symbol UFPI on The Nasdaq
Stock Market. The Company's Form 10-K filed with the Securities and Exchange
Commission will be provided free of charge to any shareholder upon written
request. Significant financial information is available on the Company's web
site at http://www.ufpi.com. For more information, contact the Investor
Relations Department, 2801 East Beltline NE, Grand Rapids, Michigan 49525.

SHAREHOLDER PROPOSALS

Shareholders who intend to submit a proposal for inclusion in the Company's
proxy materials for the Annual Meeting of Shareholders in 2006 may do so by
following the procedures described in SEC Rule 14a-8. To be eligible for
inclusion, shareholder proposals must be received by the Company's Secretary no
later than November 19, 2005. Proposals of shareholders should be addressed to
the attention of Secretary, 2801 East Beltline N.E., Grand Rapids, Michigan
49525. In addition, under the Company's Bylaws, no business may be brought
before an annual meeting unless it is specified in a notice of the meeting or is
otherwise brought before the meeting by or at the direction of the Board or by a
shareholder who has delivered written notice to the Company's Secretary
(containing certain information specified in the Bylaws about the shareholder
and the proposed action), not less than 30 days prior to the date of the
originally scheduled meeting. This requirement is separate from and in addition
to the Securities and Exchange Commission's requirements that a shareholder must
meet in order to have a shareholder proposal included in the Company's proxy
materials. If the Company receives notice of a shareholder proposal after
February 2, 2006, the persons named as proxies for the 2006 Annual Meeting of
Shareholders will have discretionary voting authority to vote on that proposal
at the meeting.

HOUSEHOLDING OF PROXY MATERIALS

Effective with the 2002 Annual Meeting of Shareholders, only one annual
report and proxy statement are sent to multiple shareholders sharing a single
address, unless the Company has received instructions to the contrary from one
or more of such shareholders. If you prefer to receive individual copies of the
proxy materials, send your request in writing to the attention of Investor
Relations, 2801 East Beltline N.E., Grand Rapids, MI 49525, or call 888-
BUY-UFPI.

FUTURE PROXY SOLICITATION

The Company has expanded its use of the Internet to solicit proxies from its
shareholders. As stated on the Notice of Annual Meeting, the Company will also
accept voting by telephone or via electronic mail. If, in the future, you are
interested in accepting proxy solicitations via the Internet, visit the
Company's web site at http://www.ufpi.com, and request to be put on the e-mail
list by clicking on the "Information Request" icon and follow the instructions
to have the proxy notification sent to you via e-mail.

March 18, 2005
By Order of the Board of Directors,

/s/ MATTHEW J. MISSAD

Matthew J. Missad, Secretary

UNIVERSAL FOREST PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Peter F. Secchia and Matthew J. Missad as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of Universal Forest Products, Inc. held of record by the undersigned on
March 1, 2005 at the Annual Meeting of Shareholders to be held April 20, 2005,
and at any adjournment thereof.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

14475

ANNUAL MEETING OF SHAREHOLDERS OF

UNIVERSAL FOREST PRODUCTS, INC
APRIL 20, 2005

--------------------------------
PROXY VOTING INSTRUCTIONS
--------------------------------

MAIL - Date, sign and mail your proxy card
in the envelope provided as soon as
possible.
- OR - -----------------------------------
TELEPHONE - Call toll-free 1-800-PROXIES COMPANY NUMBER
(1-800-776-9437) from any touch-tone -----------------------------------
telephone and follow the instructions. ACCOUNT NUMBER
Have your proxy card available when you -----------------------------------
call.
- OR - -----------------------------------
INTERNET - Access "www.voteproxy.com"
and follow the on-screen instructions.
Have your proxy card available when
you access the web page.

--------------------------------------------------------------------------------
You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up
until 11:59 PM Eastern Time the day before the cut-off or meeting date.
--------------------------------------------------------------------------------

- Please detach along perforated line and mail in the envelope provided IF -
you are not voting via telephone or the Internet.

------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
------------------------------------------------------------------------------------------------------------------------------------

1. Directors to be Elected by Holders of Common Stock This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
NOMINEES: made, this Proxy will be voted FOR all nominees listed in Proposal 1.
[ ] FOR ALL NOMINEES O Gary F. Goode
O Mark A. Murray
[ ] WITHHOLD AUTHORITY O Louis A. Smith
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any
------------ individual nominee(s), mark "FOR ALL EXCEPT"
and fill in the circle next to each nominee
you wish to withhold, as shown here: O
---------------------------------------------------------

---------------------------------------------------------
To change the address on your account, please check
the box at right and indicate your new address in [ ]
the address space above. Please note that changes
to the registered name(s) on the account may not
be submitted via this method.
---------------------------------------------------------
--------------------- ------------ --------------------- ------------
Signature of Shareholder Date: Signature of Shareholder Date:
--------------------- ------------ --------------------- ------------
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.

ANNUAL MEETING OF SHAREHOLDERS OF

UNIVERSAL FOREST PRODUCTS, INC.

APRIL 20, 2005

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

- Please detach along perforated line and mail in the envelope provided. -

----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
----------------------------------------------------------------------------------------------------------------------------------

1. Directors to be Elected by Holders of Common Stock This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this Proxy will be voted FOR all nominees listed in
NOMINEES: Proposal 1.
[ ] FOR ALL NOMINEES O Gary F. Goode
O Mark A. Murray
[ ] WITHHOLD AUTHORITY O Louis A. Smith
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual
------------ nominee(s), mark "FOR ALL EXCEPT" and fill in
the circle next to each nominee you wish to
withhold, as shown here: 0
------------------------------------------------------------

------------------------------------------------------------
To change the address on your account, please check the
box at right and indicate your new address in the [ ]
address space above. Please note that changes to the
registered name(s) on the account may not be submitted
via this method.
------------------------------------------------------------
--------------------- ------------ --------------------- ------------
Signature of Shareholder Date: Signature of Shareholder Date:
--------------------- ------------ --------------------- ------------

NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.