X-Rite, Incorporated

X-RITE, INCORPORATED3100 44 TH Street, S.W.Grandville, Michigan 49418______________________PROXY STATEMENTApril 7, 2004______________________Solicitation of ProxiesThis Proxy Statement is furnished to the shareholders of X-Rite, Incorporated, in connection with thesolicitation by the Board of Directors of the Company of Proxies to be used at the Annual Meeting ofShareholders. The meeting will be held on Tuesday, May 4, 2004, at 4:30 p.m. at the Western MichiganUniversity Conference Center, 200 Ionia Avenue, S.W., Grand Rapids, Michigan. This Proxy Statementand the enclosed Proxy Card are being first mailed on or about April 7, 2004.Each shareholder, as an owner of the Company, is entitled to vote on matters scheduled to comebefore the Annual Meeting. The use of a Proxy allows a shareholder of the Company to be represented at theAnnual Meeting if he or she is unable to attend the meeting in person. There are four (4) ways to vote yourshares:1. By the Internet at http://www.eproxyvote.com/xrit.2. By toll-free telephone at 1-877-PRX-VOTE (1-877-779-8683)3. By completing and mailing your Proxy Card or Voter Instruction Form4. By written ballot at the Annual MeetingIf the enclosed Proxy Card is properly executed using any of the methods described above, the sharesrepresented by the Proxy will be voted at the Annual Meeting of Shareholders or at any adjournment of thatmeeting. Where shareholders specify 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 the directors listed as nominees named inthe Proxy, in favor of approval of the X-Rite, Incorporated Amended and Restated Employee Stock PurchasePlan, and at the discretion of the Proxy voters on any other matters voted upon at the meeting. A Proxy may berevoked prior to its exercise by (1) delivering a written notice of revocation to the Secretary of the Company, (2)delivery of a later-dated Proxy, including by telephone or Internet vote, or (3) attending the meeting and votingin person. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a Proxy.The cost of the solicitation of Proxies will be borne by the Company. In addition to the use of the mails,Proxies may be solicited personally or by telephone or facsimile by a few regular employees of the Companywithout additional compensation. The Company has retained D.F. King & Co., Inc., to aid in the solicitation ofproxies at an estimated cost of $4,800, plus expenses. In addition, brokers, nominees, custodians, and otherfiduciaries will be reimbursed by the Company for their expenses in connection with sending proxy materials tobeneficial owners.Voting Securities and Record DateThe Board of Directors has fixed March 31, 2004 as the record date for determining shareholdersentitled to vote at the Annual Meeting. On that date 20,725,116 shares of the Company’s common stock, parvalue $.10 per share, were issued and outstanding. Shareholders are entitled to one vote for each share of theCompany’s common stock registered in their names at the close of business on the record date. A majority ofthe shares entitled to vote represented in person or by proxy will constitute a quorum for action at the AnnualMeeting. Abstentions and broker non-votes are counted for the purposes of determining the presence orabsence of a quorum for the transactions of business. Abstentions are counted in tabulations of the votes caston proposals presented to shareholders, whereas broker non-votes are not counted for purposes ofdetermining whether a proposal has been approved.Election of DirectorsThe Company’s Articles of Incorporation specify that the Board of Directors shall consist of atleast six (6), but not more than nine (9) members, with the exact number to be fixed by the Board from time totime. The Board has fixed the number of directors at nine (9). The Articles also specify that the Board ofDirectors be divided into three classes, with the directors of the classes to hold office for staggered terms of3