Table of Contents
SCHEDULE 14A INFORMATION
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 | |
| [X] | Definitive Proxy Statement | |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| [ ] | Definitive Additional Materials | |
| [ ] | Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12 |
EVERGREENBANCORP, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| [X] | Fee not required. | ||||
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
| (1) | Title of each class of securities to which transaction applies: | ||||
| (2) | Aggregate number of securities to which transaction applies: | ||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
| (4) | Proposed maximum aggregate value of transaction: | ||||
| (5) | Total fee paid: | ||||
| [ ] | Fee paid previously with preliminary materials. | ||||
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
| (1) | Amount Previously Paid: | ||||
| (2) | Form, Schedule or Registration Statement No.: | ||||
| (3) | Filing Party: | ||||
| (4) | Date Filed: | ||||
Table of Contents
TO OUR SHAREHOLDERS:
You are cordially invited to attend the 2005 Annual Meeting of Shareholders of EvergreenBancorp, Inc. (the “Company”) that will be held on Thursday, April 28, 2005, at 301 Eastlake Avenue East, Seattle, Washington. An informal reception will be held at 5:30 p.m., and the meeting will begin at 6:30 p.m., local time.
Following is a formal notice of the meeting and a Proxy Statement that fully describes the business to be conducted.
It is important that your shares be represented at the meeting. Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to promptly vote and submit your proxy by telephone, the Internet or by mail in the envelope provided in order to ensure the presence of a quorum. If you attend the meeting in person, you may revoke the proxy and vote in person. If you hold your shares through an account at a brokerage firm, please follow the instructions you receive from them to vote your shares.
| Sincerely, | |
 | |
| Gerald O. Hatler | |
| President and Chief Executive Officer |
March 30, 2005
Table of Contents
EVERGREENBANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
on
April 28, 2005
The 2005 Annual Meeting of Shareholders of EvergreenBancorp, Inc. (the “Company”) will be held at 301 Eastlake Avenue East, Seattle, Washington on Thursday, April 28, 2005. An informal reception is scheduled for 5:30 p.m., with the meeting to begin at 6:30 p.m., local time, for the following purposes:
| 1. Election of Directors. To elect two directors to serve until the Annual Meeting of Shareholders to be held in 2008. Current directors, Richard W. Baldwin and C. Don Filer have been nominated to each serve a three-year term. | |
| 2. Ratification of Independent Registered Public Accounting Firm. To ratify the appointment of Crowe Chizek and Company LLC as the Company’s independent registered public accounting firm for fiscal year 2005. | |
| 3. Other Business. Any other business that may properly come before the meeting or any postponements or adjournments thereof. |
In addition, management will report on the Company’s results from operations and respond to any questions you may have.
The Board of Directors is not aware of any other business to come before the meeting. Only shareholders of record at the close of business on March 21, 2005 will be entitled to notice of and to vote at the meeting and any adjournments thereof.
| By Order of the Board of Directors | |
| |
| Gerald O. Hatler | |
| President and Chief Executive Officer |
March 30, 2005
Seattle, Washington
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting of Shareholders, we urge you to vote and submit your proxy by telephone, the Internet or by mail as promptly as possible to ensure the presence of a quorum for the meeting. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card and return it in the enclosed postage pre-paid envelope. Submitting your proxy promptly will save the Company the expense of further requests for proxies in order to ensure a quorum. If you attend the meeting in person, you may revoke the proxy and vote in person. If you hold your shares through an account at a brokerage firm, please follow the instructions you receive from them to vote your shares.
TABLE OF CONTENTS
| Page | |||||
| 1 | |||||
| 1 | |||||
| 1 | |||||
| 1 | |||||
| 1 | |||||
| 1 | |||||
| 1 | |||||
| 2 | |||||
| 2 | |||||
| 2 | |||||
| 2 | |||||
| 3 | |||||
| 4 | |||||
| 4 | |||||
| 5 | |||||
| 5 | |||||
| 6 | |||||
| 6 | |||||
| 6 | |||||
| 6 | |||||
| 7 | |||||
| 8 | |||||
| 8 | |||||
| 8 | |||||
| 9 | |||||
| 9 | |||||
| 9 | |||||
| 9 | |||||
| 11 | |||||
| 11 | |||||
| 12 | |||||
| 13 | |||||
| 14 | |||||
| 14 | |||||
| 15 | |||||
| 15 | |||||
| 15 | |||||
| 16 | |||||
| 16 | |||||
| 16 | |||||
| 16 | |||||
| 17 | |||||
Table of Contents
EVERGREENBANCORP, INC.
301 Eastlake Avenue East
Seattle, Washington 98109-5407
(206) 628-4250
PROXY STATEMENT
for the
2005 ANNUAL MEETING OF SHAREHOLDERS
ABOUT THE MEETING
Meeting Information
This Proxy Statement and the accompanying Proxy are being sent to shareholders on or about March 30, 2005, for use in connection with the Annual Meeting of Shareholders of the Company to be held on Thursday, April 28, 2005. In this Proxy Statement, the term “we” and “us” refers to EvergreenBancorp, Inc. or EvergreenBank (the “Bank”) where applicable.
Purpose of the Meeting
The purpose of the meeting is to: 1) elect two persons to serve as directors of the Company; 2) ratify the appointment of the Company’s independent registered public accounting firm; and 3) conduct such other business as may properly come before the meeting.
Solicitation of Proxies
The Board of Directors of the Company is soliciting shareholder proxies, and will pay the associated costs. Solicitation may be made by our directors, officers or their agents. Solicitation may be made through the mail, or by telephone, facsimile, or other means of communication, including personal interview. It is not expected that compensation will be paid for the solicitation of proxies.
Information Concerning Voting of Shares
If you were a shareholder on March 21, 2005 (the “Record Date”), you are entitled to vote at the Annual Meeting. There were approximately 1,496,071 shares of common stock outstanding on the Record Date. You are entitled to cast one vote for each share registered in your name upon any matter voted upon. Nominees for election of directors who receive the highest number of votes will be elected. Shareholders are not permitted to cumulate their votes for the election of directors. Votes may becast fororwithheld fromeach nominee. Other matters submitted for a vote are approved if the affirmative votes exceed the votes against.
Quorum
The presence, in person or by proxy, of at least a majority of the outstanding shares entitled to vote at the Annual Meeting constitutes a quorum. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) are counted for purposes of determining a quorum for the transaction of business at the Annual Meeting.
Voting of Proxies
Shares represented by properly executed proxies that are received in time and not revoked, will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, the persons named in the Proxy will vote the shares represented by the ProxyFORthe two director nominees listed in this Proxy Statement unless other directions are received prior to the Annual Meeting andFORratification of the appointment of Crowe Chizek and Company LLC as the Company’s independent registered public accounting
1
Table of Contents
firm. The shares represented by properly executed, unrevoked proxies will be voted in accordance with the specifications in the Proxy.
For the election of directors, votes that are withheld and broker non-votes will have the effect of neither a vote for nor a vote against the nominee. If a quorum is present, approval of all other matters that properly come before the meeting requires that the votes cast in favor of such actions exceed the votes cast against such actions. Abstentions and broker non-votes will have the effect of neither a vote for nor a vote against such actions.
Voting of Proxies by Beneficial Holder
If your shares are held by a bank, broker, or other holder of record, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. If you want to attend the shareholder meeting and vote in person, you will need to bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on the Record Date.
Revocability of Proxy
Any proxy given by a shareholder may be revoked before its exercise by (1) giving notice to us in writing, (2) delivering to us a subsequently dated proxy, or (3) notifying us at the Annual Meeting before the shareholder vote is taken.
ELECTION OF DIRECTORS
General
Our Restated Articles of Incorporation provide that the number of directors on the Board will be within a range of five to twenty-four and that the exact number of directors will be set forth in the Bylaws. Our Bylaws currently set the number of directors at nine and provide for staggered three-year terms. Directors of the Company also serve as directors of its wholly owned subsidiary, EvergreenBank. The Board currently has one open position caused by the retirement of long-time director Robert W. Howisey. Mr. Howisey served on the Board since the inception of EvergreenBank in 1971 and did not retire as a result of any disagreement with the Company. The nominating committee is in the process of locating a suitable candidate to fill that position.
The Board has nominated for re-election current directors, Richard W. Baldwin and C. Don Filer each to serve a three-year term expiring in 2008. The nominees have consented to serve as directors of the Company if elected. If, at the time of the Annual Meeting, any of the nominees should refuse or become unable to serve, your Proxy will be voted for the person the Board designates to replace that nominee.
Other nominations, if any, may be made only in accordance with the prior notice provisions contained in our Bylaws as described under the section entitled “Information Concerning Shareholder Proposals and Director Nominations” of this Proxy Statement.
2
Table of Contents
Information With Respect To Nominees and Directors Whose Terms Continue
The following table sets forth certain information with respect to the director-nominees and directors whose terms continue, including the name, age, principal occupation during the past five years, and the year first elected as a director.
Board Nominees Whose Term Will Expire in 2008:
| Richard W. Baldwin, 60 Since 2001 | President and Chief Executive Officer of Baldwin Resource Group (BRG) | |
| C. Don Filer, 80 Since 1976 | Chief Executive Officer, C. Don Filer Insurance Agency Inc.; Vice President, Elliott Bay Marina Inc.; President, Premium Credit Corporation; President, Aero-Marine Corporation; Owner, Executive Associates; Manager, Horses Unlimited LLC; Manager, Desert Hills Equine Center LLC | |
Continuing Directors Whose Term Expires in 2007:
| Carole J. Grisham, 55 Since 2000 | Retired Executive Director, IslandWood (formerly Puget Sound Environmental Learning Center); Former Associate Director, Pacific Science Center; Past Director, National Multiple Sclerosis Society, Greater Washington Chapter; Past Trustee, Girl Scouts of America, Seattle Council | |
| J. Thomas Handy, 73 Since 1985 | Real Estate Associate Broker, Coldwell Banker; Retired Manager, PACCAR Leasing Corporation; Director, Washington State Association of Realtors; Secretary, EvergreenBancorp, Inc. and EvergreenBank | |
| Russel E. Olson, 73 Since 2003 | Former director, Pacific Northwest Bank and Pacific Northwest Bancorp; retired Vice President of Finance and Treasurer, Puget Sound Power & Light Company. |
Continuing Directors Whose Term Expires in 2006:
| Robert J. Grossman, 69 Since 2003 | Independent Architectural Consultant; Retired Principal Architect, Director, President and Managing Principal of the Seattle office of Northwest Architectural Company, P.S. | |
| Gerald O. Hatler, 56 Since 1998 | Vice Chairman, President and Chief Executive Officer, EvergreenBancorp, Inc. and EvergreenBank; Director, PEMCO Corporation and PEMCO Technology Services, Inc.; former Vice President and Market Area Manager, Wells Fargo Bank | |
| Stan W. McNaughton, 54 Since 1998 | Chairman, President and Chief Executive Officer, PEMCO Mutual Insurance Company, PEMCO Insurance Company, PEMCO Life Insurance Company, Public Employees Insurance Agency, Inc. and PEMCO Corporation; Chairman, PEMCO Technology Services, Inc.; Director, PCCS, Inc.; Treasurer and Director, PEMCO Foundation Inc.; Chairman, EvergreenBancorp, Inc. and EvergreenBank. |
THE BOARD OF DIRECTORS BELIEVES THAT THE ELECTION OF THE NOMINATED DIRECTORS IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF DIRECTORS BALDWIN AND FILER TO THE BOARD OF DIRECTORS.
3
Table of Contents
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors holds regularly scheduled monthly meetings. At least annually, the Board meets for a full day with senior management to discuss long term strategy for the Company. The Board held 13 meetings during the fiscal year. In addition to meetings of the full Board, directors attended meetings of Board committees.
The Board of Directors has established an Audit Committee and an Executive Committee to serve both the Company and the Bank. Each director attended at least 75 percent of the meetings of the Board and of the committees on which he or she served.
Committee Membership
The following table shows the membership of the various committees during the fiscal year ended 2004.
| Name | Audit | Executive | ||||||
| C. Don Filer | þ | * | þ | |||||
| Carole J. Grisham | þ | ** | ||||||
| J. Thomas Handy | þ | þ | ||||||
| Gerald O. Hatler | þ | |||||||
| Robert W. Howisey | þ | *** | ||||||
| Stan W. McNaughton | þ | ** | ||||||
| Russel E. Olson | þ | þ | *** | |||||
| * | Mr. D. Filer resigned from the committee effective December 31, 2004. |
| ** | Chairperson |
| *** | Mr. Howisey retired from the board of directors on August 20, 2004 and Mr. Olson was appointed to fill the resulting vacancy on the committee. |
Executive Committee. The Executive Committee also serves as the Nominating Committee, the Compensation Committee, and the Bank’s Loan Committee. In 2004, the Executive Committee was comprised of the Chief Executive Officer, the Chairman, neither of whom are deemed “independent,” and three independent directors as that term is defined by the listing standards of the Nasdaq Stock Market, Inc. and approved by the Securities and Exchange Commission (“SEC”). The Executive Committee reviews strategic plans and policy, has oversight of ongoing operations, and monitors performance. It meets regularly twice a month.
As the Compensation Committee, the Executive Committee is responsible for approving compensation paid to the Chief Executive Officer, and reviews and recommends to the full Board all stock option grants under the Company’s Amended 2000 Stock Option Plan (the “Plan”). The Compensation Committee also reviews and recommends to the full Board the compensation to be paid to directors. During 2004, the Compensation Committee met two times.
As the Nominating Committee, the Executive Committee recommends candidates for election to fill vacancies on the Board, including the nominations of members whose terms are due to expire. The members of the Nominating Committee have ongoing discussions concerning the direction of the Company and the desired qualifications for future director candidates. The Nominating Committee met two times during the fiscal year 2004. The Committee will consider nominees recommended by a reasonable source, including officers, directors and shareholders, provided that the recommendations are made in accordance with the procedures described in this Proxy Statement under “Information Concerning Shareholder Proposals and Director Nominations.”
The Committee does not operate under a formal written charter; however, in discharging its responsibilities to nominate candidates for election to the Board of Directors, the Committee endeavors to identify, recruit and nominate candidates characterized by wisdom, maturity, sound judgment, excellent business skills and
4
Table of Contents
high integrity. The Committee seeks to assure that the Board is composed of individuals of diverse backgrounds who have a variety of complementary experience, training and relationships relevant to the needs of the Company. In nominating candidates to fill vacancies created by the expiration of the term of a member of the Board, the Committee determines whether the incumbent director is willing to stand for re-election. If so, the Committee evaluates his or her performance in office to determine suitability for continued service, taking into consideration the value of continuity and familiarity with the Company’s business. The Committee evaluates all candidates, including shareholder-proposed candidates, using the same methods and criteria.
Audit Committee. The Audit Committee held 11 meetings during the fiscal year 2004, four of which included executive sessions held outside the presence of management. The members of the Audit Committee are independent as that term is defined by the listing standards of the Nasdaq Stock Market, Inc. and approved by the SEC. In addition, the Board has determined that the Audit Committee’s Chair, Carole J. Grisham, is an “audit committee financial expert” as that term is described in Item 401(h)(2) — (3) of Regulation S-K.
The Audit Committee operates under a formal written charter that is reviewed annually and revised as deemed necessary. The current charter was adopted on February 20, 2003 and was included as Appendix A to the Company’s 2003 Proxy Statement. A copy of the charter may be obtained by written request to EvergreenBancorp, Inc., 301 Eastlake Avenue East, Seattle, Washington 98109-5407; Attention: Corporate Secretary.
The main function of the Audit Committee is to assist the Board of Directors in monitoring the integrity of the Company’s financial statements, the Company’s compliance with applicable legal and regulatory requirements, and the independence and performance of the Company’s internal and external auditors.
Among other things, the Audit Committee:
| • | Is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm performing or issuing an audit report; | |
| • | Approves the engagement and preapproves all auditing services and permissible non-audit services to be provided to the Company by the independent auditors, except for certain de minimus services as defined in the Sarbanes-Oxley Act of 2002; and | |
| • | Maintains procedures for the receipt, retention and treatment of complaints regarding financial and other matters. |
Compensation of Directors
For the year 2004, directors of the Company each received an annual fee of $9,000 for their services. In addition, directors who are not employees of either the Company or the Bank received an additional fee of $5,000 for serving on the Executive Committee and an additional fee of $2,500 for serving on the Audit Committee. The fees paid to directors are recommended by the Executive Committee in its capacity as Compensation Committee and approved by the Board on an annual basis.
Directors’ Deferred Compensation Plan
The Board of the Bank previously adopted the PEMCO Directors’ Deferred Compensation Plan (“Directors’ DCP”) that is open to all non-employee directors on a completely voluntary basis.
Under the Directors’ DCP, directors may elect to defer payment of some or all of their directors’ fees. Contributions are transferred to a recordkeeping account. The Bank will make distributions in accordance with individual elections. Directors are fully vested in their benefits under the Directors’ DCP at all times. Benefit payments from the Directors’ DCP are taxed as ordinary income in the year they are received by participants. The Bank will generally receive a deduction for the deferred directors’ fees at that time. ERISA’s and the Internal Revenue Code’s tax-qualified plan rules generally do not apply to this plan.
5
Table of Contents
Effective January 1, 2005, the Bank discontinued its participation in the PEMCO Directors’ Deferred Compensation Plan. It is the current intent of the board of directors to adopt a new nonqualified deferred compensation plan for the directors of the Company and its subsidiaries alone that would have similar features as the current plan. All deferrals paid to date would be rolled over into the new plan by year-end 2005.
Directors’ Options
Nonqualified stock options may be granted to our directors under the Company’s Amended 2000 Stock Option Plan. The plan authorizes the Board, or a committee of the Board, to administer the plan (referred to as the “Plan Administrator”). The Plan Administrator has the authority to grant nonqualified stock options to directors and to determine the exercise price of options granted. The grants vest over a three year period and must be exercised within ninety days of expiration.
Shareholder Communications
Shareholders may send written communications to the entire Board or to individual members, addressing them to EvergreenBancorp, Inc., 301 Eastlake Avenue East, Seattle, Washington 98109, Attention: Corporate Secretary.
The Company encourages, but does not require, members of the Board to attend its Annual Meetings. Eight of the then nine members of the Board attended the Company’s 2004 Annual Meeting.
EXECUTIVE COMPENSATION
The following table summarizes the compensation awarded or paid to the Company’s Chief Executive Officer and each of the other executive officers of the Company and the Bank whose total compensation during the last fiscal year exceeded $100,000. The Bank pays all the compensation to these executive officers:
SUMMARY COMPENSATION TABLE
| Long Term | |||||||||||||||||||||||||
| Annual Compensation | Compensation | ||||||||||||||||||||||||
| Other Annual | All Other | ||||||||||||||||||||||||
| Name and | Salary | Bonus | Compensation | Options | Compensation | ||||||||||||||||||||
| Principal Position | Year | $(1)(2) | $(3) | $(4) | #(5) | $(6) | |||||||||||||||||||
| Gerald O. Hatler, | 2004 | $ | 235,071 | $ | 12,770 | $ | 0 | 6,250 | $ | 91,600 | |||||||||||||||
| President and CEO | 2003 | 213,664 | 760 | 0 | 6,875 | 24,000 | |||||||||||||||||||
| of Company and Bank | 2002 | 216,845 | 7,480 | 0 | 7,906 | 22,000 | |||||||||||||||||||
| Susan L. Gates, | 2004 | $ | 110,004 | $ | 330 | $ | 0 | 2,500 | $ | 13,031 | |||||||||||||||
| Executive Vice-President & | 2003 | 107,183 | 320 | 0 | 3,437 | 11,270 | |||||||||||||||||||
| CCO of Bank | 2002 | 61,701 | 110 | 0 | 3,952 | 3,850 | |||||||||||||||||||
| William G. Filer II, | 2004 | $ | 104,000 | $ | 1,540 | $ | 0 | 3,750 | $ | 79,408 | |||||||||||||||
| Sr. Vice-President & | 2003 | 99,872 | 1,530 | 0 | 4,125 | 9,602 | |||||||||||||||||||
| CFO of Company and | 2002 | 95,472 | 4,393 | 0 | 3,952 | 8,837 | |||||||||||||||||||
| Bank | |||||||||||||||||||||||||
| Valerie K. Blake, | 2004 | $ | 85,788 | $ | 7,864 | $ | 0 | 2,500 | $ | 72,395 | |||||||||||||||
| Sr. Vice-President of | 2003 | 79,654 | 3,400 | 0 | 2,750 | 9,882 | |||||||||||||||||||
| Bank | 2002 | 86,149 | 5,880 | 0 | 3,952 | 10,655 | |||||||||||||||||||
| (1) | Includes $10,071 and $13,111 paid pursuant to the Bank’s Executive Deferred Compensation Plan on behalf of Mr. Hatler for 2004 and 2002, respectively. |
| (2) | Ms. Gates was hired mid-year 2002. |
| (3) | Includes bonuses earned during 2002 but paid in 2003. |
6
Table of Contents
| (4) | Does not include amounts attributable to miscellaneous benefits received by executive officers, including the use of company-owned automobiles and the payment of certain club dues. In the opinion of management, the costs of providing such benefits to any individual executive officer during the year ended December 31, 2004 did not exceed the lesser of $50,000 or 10 percent of the total of annual salary and bonus reported for the individual. |
| (5) | Amounts have been adjusted to reflect all applicable stock splits and dividends paid on the Company’s common stock. |
| (6) | Represents contributions to the 401(k) Plan paid by the Company during 2004; and for executives Hatler, Filer and Blake, a one-time payment representing proceeds from the sale of shares of restricted common stock of PEMCO Corporation that were issued under the terms of a shareholders agreement to certain employees of the PEMCO Financial Services alliance of companies from 1988 to 2000. |
Stock Options
Option Grants. The following table sets forth certain information concerning individual grants of stock options under the Company’s Amended 2000 Stock Option Plan to the named executive officers during the year ended December 31, 2004.
Option/ SAR Grants In Last Fiscal Year
| Potential Realizable | ||||||||||||||||||||||||
| Value at Assumed | ||||||||||||||||||||||||
| Annual Rates of Stock | ||||||||||||||||||||||||
| Price Appreciation for | ||||||||||||||||||||||||
| Individual Grants | Option Term(1) | |||||||||||||||||||||||
| % of Total | ||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||
| Options | Granted to | Exercise | Expiration | |||||||||||||||||||||
| Name | Granted #(2) | Employees | Price | Date | 5% | 10% | ||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||
| Gerald O. Hatler | 6,250 | 26.32 | % | $ | 14.20 | 7/15/2014 | $ | 55,815 | $ | 141,445 | ||||||||||||||
| Susan L. Gates | 2,500 | 10.53 | 14.20 | 7/15/2014 | 22,326 | 56,578 | ||||||||||||||||||
| William G. Filer II | 3,750 | 15.79 | 14.20 | 7/15/2014 | 33,489 | 84,867 | ||||||||||||||||||
| Valerie K. Blake | 2,500 | 10.53 | 14.20 | 7/15/2014 | 22,326 | 56,578 | ||||||||||||||||||
| (1) | The potential realizable value is based on the assumption that the stock price appreciates at the annual rate shown (compounded annually) from the date of grant until the end of the 10 year option term. These numbers are calculated based on the requirements of applicable rules and do not reflect the Company’s estimate of future stock price performance. |
| (2) | The Amended 2000 Stock Option Plan is administered by the Board or a committee (“Plan Administrator”) thereof that determines to whom options are granted, as well as the number of shares. Stock options are granted at the fair market value of the common stock on the date of the grant. All employee options vest over a five year period, and are exercisable for 10 years from date of grant. Options may be exercised for a period of three months following termination of employment and for one year following death or permanent and total disability. Amounts have been adjusted to reflect all applicable stock splits and dividends paid on the Company’s common stock. |
7
Table of Contents
Option Exercises. The following table sets forth certain information concerning the exercise of stock options under the Company’s Amended 2000 Stock Option Plan by the named executive officers during the year and stock options held at December 31, 2004.
Aggregated Option Exercises In Last Fiscal Year
and Year End Option Values
| Value of Unexercised | ||||||||||||||||||||||||
| Number of Unexercised | In-the-Money Options | |||||||||||||||||||||||
| Shares | Options at Year End #(1) | at Year End $(3) | ||||||||||||||||||||||
| Acquired on | Value | |||||||||||||||||||||||
| Name | Exercise #(1) | Realized $(2) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
| Gerald O. Hatler | 395 | $ | 2,322.60 | 19,174 | 23,183 | $ | 126,165 | $ | 152,544 | |||||||||||||||
| Susan L. Gates | 935 | 6,591.75 | 1,336 | 7,618 | 7,348 | 41,899 | ||||||||||||||||||
| William G. Filer II | 375 | 1,905.00 | 9,031 | 12,501 | 60,417 | 83,632 | ||||||||||||||||||
| Valerie K. Blake | — | — | 10,196 | 10,270 | 68,211 | 68,706 | ||||||||||||||||||
| (1) | Amounts have been adjusted to reflect all applicable stock splits and dividends paid on the Company’s common stock. |
| (2) | The value realized as shown represents the difference between the fair market value of the stock on the date of exercise and the exercise price of the option. |
| (3) | On December 31, 2004, the closing price of the Company’s stock was $17.75. For purposes of the foregoing table, stock options with an exercise price less than that amount are considered to be “in-the-money” and are considered to have a value equal to the difference between this amount and the exercise price of the stock option multiplied by the number of shares covered by the stock option. |
Executive Deferred Compensation Plan
Executives of the Company may participate in the PEMCO Executive Deferred Compensation Plan adopted by the Bank in 1998 (“Executive DCP”). Participants may elect to defer payment of up to 20 percent of their salary and bonus. Contributions are transferred to a third party trustee under a written trust agreement. Distributions will be made in accordance with individual elections. Participants are fully vested in their portion of contributions under the Executive DCP at all times.
Benefits under the Executive DCP will be taxed to participants as they receive them after termination of employment. The Bank will receive a deduction for its contributions generally at that time. ERISA’s and Internal Revenue Code’s tax-qualified plan rules generally do not apply to this plan.
Effective January 1, 2005, the Bank discontinued its participation in the PEMCO Executive Deferred Compensation Plan. It is the current intent of the board of directors to adopt a new nonqualified deferred compensation plan for executives of the Company and its subsidiaries alone that would have similar features as the current plan. All deferrals paid to date would be rolled over into the new plan by year-end 2005.
Incentive Compensation Plans
We have adopted incentive compensation plans to provide bonuses for eligible employees. Under the compensation plans, participants receive additional compensation based on the levels of profitability and employees’ individual goals. In February 2005, a total of $60,243 was paid to employees for goals achieved in 2004.
401(k) Plan
We participate in a defined contribution retirement plan (“401(k) Plan”) that qualifies for special tax treatment under Section 401(k) of the Internal Revenue Code and covers all employees. The 401(k) Plan
8
Table of Contents
allows for tax-deferred employee contributions up to IRS maximum limits. For eligible employees, the Bank contributes two dollars for each dollar the employee contributes up to 6 percent. Employee elective contributions are 100 percent vested at all times. Matching and discretionary contributions vest 20 percent after two years of employment and are 100 percent vested upon five years, after which the employee is fully vested in all contributions.
As a result of the tax qualification of the 401(k) Plan, employees are not subject to federal or state income taxation on the employee elective contributions, contributions or earnings thereon until those amounts are distributed from the 401(k) Plan, although we continue to receive a compensation expense deduction for compensation paid.
Stock Option Plans
In April of 2004, the shareholders of the Company adopted the Amended 2000 Stock Option Plan (the “Amended 2000 Plan”). The Amended 2000 Plan currently provides for the grant of up to 247,293 shares of common stock. Options available under the plan have been adjusted to reflect all applicable stock splits and dividends paid on the Company’s common stock. As of December 31, 2004, approximately 85,482 shares of common stock were available for future grant under the Amended 2000 Plan.
The Amended 2000 Plan provides for the granting of nonqualified and incentive stock options to certain employees and directors. Both incentive and nonqualified stock options granted to employees vest over a five-year period and expire after ten years from the date of grant. Nonqualified stock options granted to directors vest over a three-year period, and must be exercised within ninety days of expiration.
Executive Compensation Interlocks and Insider Participation
Gerald O. Hatler, the President and Chief Executive Officer of the Company and the Bank, serves as a member of the Executive Committee, which also acts as the Compensation Committee. Mr. Hatler does not vote on any matter affecting compensation paid or awarded to him. Mr. Hatler also serves as a director of PEMCO Corporation and PEMCO Technology Services, Inc. Stan W. McNaughton, who is the Chairman of the Company and the Bank and is Chairman of the Executive Committee, is also the Chairman, President and Chief Executive Officer of PEMCO Corporation, PEMCO Insurance Company, PEMCO Life Insurance Company, PEMCO Mutual Insurance Company and Public Employees Insurance Agency, Inc.; Chairman of PEMCO Technology Services, Inc.; a director of PCCS, Inc., and a director and Treasurer of PEMCO Foundation, Inc.
Code of Ethics
The Company adopted a Code of Ethics for Senior Financial Officers, which applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and any persons performing similar functions. A copy of the Code of Ethics was filed as an Exhibit to the Company’s 2003 Annual Report on Form 10-K.
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
The following is a report of the members of the Executive Compensation Committee of the Board of Directors (the “Committee”) who are responsible for establishing and administering our Executive Compensation Program. The following report includes specific matters relating to compensation during the year 2004.
Compensation Philosophy and Objectives. The philosophy underlying the development and administration of the Company’s annual and long-term compensation plans is the alignment of the interests of executive management with those of the shareholders. Key elements of this philosophy are:
| * | Establish compensation plans which deliver pay commensurate with the Company’s performance, as measured by operating, financial, and strategic objectives; |
9
Table of Contents
| * | Provide significant equity-based incentives for executives to ensure that they are motivated over the long-term to respond to the Company’s business challenges and opportunities as owners rather than just as employees; and | |
| * | Reward executives if shareholders receive an above-average return on their investment over the long-term. |
Components of executive compensation include base salaries, annual incentive bonuses, and stock options. The objective for computing executive base salaries is to structure salaries that are competitive within the marketplace. An incentive bonus is the vehicle by which Company executives can earn additional compensation depending on individual and Company performance relative to certain annual objectives. The Company’s objectives are a combination of operating, financial and strategic goals that are considered to be critical to the Company’s fundamental goal of building shareholder value. The current long-term incentive programs consist of an incentive bonus plan and the Company’s Amended 2000 Stock Option Plan.
Annual Incentive Bonus. The Committee determines the Chief Executive Officer’s annual cash bonus based on performance objectives, such as those described above. A bonus of $12,000 was paid to the Chief Executive Officer in 2004.
Options. Our long-term incentive program includes the Company’s Amended 2000 Stock Option Plan. The Committee believes that stock options are an essential element of executive compensation because they focus management’s attention on shareholder interests. The Committee uses stock options to encourage executive officers and other key employees to increase shareholder value. Employee options granted in 2004 have a term of 10 years. Options are granted based on the fair market value of the common stock on the date of the grant and vest at a rate of 20 percent per annum over five years. Executives receive value from these grants if strategic goals are achieved and our common stock appreciates. Stock options granted to key officers in 2004 were based upon individual performance and the executive’s potential.
Review of CEO Compensation and Committee’s Conclusion. The Committee has reviewed all components of the Chief Executive Officer’s compensation, including base salary, stock options and incentive bonuses. Based on this review, the Committee has determined that his total compensation is reasonable and not excessive.
| Executive Compensation Committee Members | |
| Stan W. McNaughton (Chair) | |
| J. Thomas Handy | |
| C. Don Filer | |
| Russel E. Olson | |
| Gerald O. Hatler (President and Chief Executive Officer) |
10
Table of Contents
REPORT OF AUDIT COMMITTEE
The Audit Committee currently consists of the directors listed below. As part of fulfilling its responsibilities, the Audit Committee has met and held discussions with management and the Company’s independent registered public accounting firm. Management represented to the Committee that the Company’s consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm, including those matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).
Our independent registered public accounting firm also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Committee discussed that firm’s independence with representatives of the firm.
Based on the Audit Committee’s review of the audited consolidated financial statements and its various discussions with management and the independent registered public accounting firm noted above, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC.
| Audit Committee Members | |
| Carole J. Grisham, Chair | |
| J. Thomas Handy | |
| Russel E. Olson |
Incorporation by Reference
The Report of the Executive Compensation Committee and the Audit Committee set forth in this Proxy Statement and the Stock Performance Graph are not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Crowe Chizek and Company LLC (“Crowe Chizek”) performed the audit of the consolidated financial statements of the Company and its subsidiary for the year ended December 31, 2004. Shareholders are not required to take action on the election of the independent registered public accounting firm, however, as a result of the change in accountants during the 2003 fiscal year, shareholders ratified the appointment of Crowe Chizek to serve as the Company’s independent registered public accounting firm at the 2003 annual meeting. The Audit Committee has selected Crowe Chizek to continue to serve as the Company’s independent accountants for the 2005 fiscal year. A representative of Crowe Chizek is expected to be present at the 2005 Annual Meeting and will have an opportunity to make a statement if so desired and is expected to be available to respond to appropriate shareholder questions.
11
Table of Contents
The following table sets forth the aggregate fees charged to the Company by Crowe Chizek for audit services rendered in connection with the audited consolidated financial statements and reports for the 2004 and 2003 fiscal years and for other services rendered during those years.
Fees Paid to Independent Registered Public Accounting Firm
| Fee Category | Fiscal 2004 | % of Total | Fiscal 2003 | % of Total | ||||||||||||
| Audit Fees | $ | 71,300 | 90.37 | % | $ | 62,100 | 89.74 | % | ||||||||
| Audit-Related Fees | 1,400 | 1.77 | 750 | 1.08 | ||||||||||||
| Tax Fees | 6,200 | 7.86 | 6,350 | 9.18 | ||||||||||||
| All Other Fees | 0 | 0 | 0 | 0 | ||||||||||||
Total Fees | $ | 78,900 | 100 | % | $ | 69,200 | 100 | % | ||||||||
Audit fees are fees the Company paid Crowe Chizek for the audit and quarterly reviews of the Company’s consolidated financial statements, assistance with and review of documents filed with the SEC, consent procedures and accounting consultations related to transactions and the adoption of new accounting pronouncements.
Audit-related fees are fees for services that are reasonably related to the performance of the audit or the review of the Company’s consolidated financial statements and principally included consultation concerning financial accounting and reporting standards.
Tax fees primarily included tax preparation services. Crowe Chizek did not provide any other services to the Company in 2003 or 2004.
The Audit Committee preapproves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services include audit and audit-related services, tax services, compliance services, consulting services and other services. For audit services (including statutory audit engagements as required under local law), each year the independent registered public accounting firm provides the Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted by the Committee before the audit commences. The independent registered public accounting firm also submits an audit services fee proposal, which also must be approved by the Committee before the audit commences. For each other proposed service, the independent registered public accounting firm is required to provide detailed back-up documentation at the time of approval.
The Audit Committee considered the services provided by Crowe Chizek and determined that they were compatible with maintaining auditor independence.
12
Table of Contents
STOCK PERFORMANCE GRAPH
The following line graph compares the total cumulative shareholder return on the Company’s Common Stock (formerly EvergreenBank common stock before the reorganization effective June 20, 2001), based on quarterly reinvestment of all dividends, to the cumulative total returns of the Russell 3000 Index, the NASDAQ Bank Index and the SNL NASDAQ Bank Index.
Total Return Performance
| Period Ending | |||||||||||||||||||||||||||||||
| Index | 12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | |||||||||||||||||||||||||
| EvergreenBancorp, Inc. | 100.00 | 107.88 | 126.43 | 134.76 | 183.07 | 220.47 | |||||||||||||||||||||||||
| Russell 3000 | 100.00 | 92.54 | 81.94 | 64.29 | 84.25 | 94.32 | |||||||||||||||||||||||||
| NASDAQ Bank Index* | 100.00 | 114.23 | 123.68 | 126.65 | 162.92 | 186.45 | |||||||||||||||||||||||||
| SNL NASDAQ Bank Index | 100.00 | 115.45 | 125.66 | 129.25 | 166.83 | 191.21 | |||||||||||||||||||||||||
| * | Source: CRSP, Center for Research in Security Prices, Graduate School of Business, The University of Chicago 2005. |
Used with permission. All rights reserved. crsp.com.
13
Table of Contents
SECURITY OWNERSHIP
Directors and Executive Officers
The following table provides, as of January 31, 2005, the amount of Company common stock beneficially held by (a) each director nominee; (b) the executive officers named in the Summary Compensation Table; and (c) all of the Company’s directors and executive officers as a group. Beneficial ownership is a technical term broadly defined under applicable securities laws to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or executive officer can vote or transfer and stock options that are currently exercisable or become exercisable within 60 days. Except as noted below, each holder has sole voting and investment power for all shares shown as beneficially owned.
| Name | Position with Company | Number(1)(2) | Percentage | |||||||
| Gerald O. Hatler | Director, President and CEO | 28,082 | 1.88 | % | ||||||
| Stan W. McNaughton | Chairman | 85,759 | (3) | 5.74 | % | |||||
| Richard W. Baldwin | Director | 2,278 | * | |||||||
| C. Don Filer | Director | 22,280 | 1.49 | % | ||||||
| Carole J. Grisham | Director | 2,220 | * | |||||||
| Robert J. Grossman | Director | 2,292 | * | |||||||
| J. Thomas Handy | Director | 14,226 | * | |||||||
| Russel E. Olson | Director | 1,375 | * | |||||||
| Susan L. Gates | Executive Vice President and CCO, EvergreenBank | 2,958 | * | |||||||
| William G. Filer II | Senior Vice President and CFO | 14,070 | * | |||||||
| Valerie K. Blake | Senior Vice President, EvergreenBank | 12,838 | * | |||||||
| Directors and executive officers as a group (12 persons) | 196,349 | 13.13 | % | |||||||
| * | Represents less than 1% of the Company’s outstanding common stock. |
| (1) | Amounts reflect all applicable stock splits and dividends paid on the Company’s common stock. |
| (2) | Includes options granted under the Amended 2000 Plan that are exercisable within 60 days as follows: 23,102 shares for Mr. Hatler, 461 shares for Mr. McNaughton, 918 shares each for Messrs. Baldwin and Handy, and Ms. Grisham, 460 shares for Mr. D. Filer, 467 shares for Mr. Grossman, 2,023 shares for Ms. Gates, 10,646 shares for Mr. W. Filer, and 11,536 shares for Ms. Blake. |
| (3) | Includes 49,250 shares of common stock owned by PEMCO Mutual Insurance Company and 23,375 shares of common stock owned by its wholly owned subsidiary, PEMCO Insurance Company, of which companies Mr. McNaughton serves as an officer and chairman. Mr. McNaughton disclaims beneficial ownership of these shares. |
14
Table of Contents
The following table provides as of December 31, 2004, the amount of stock beneficially held by persons or entities (other than stock ownership described above) known to the Company to beneficially own more than five percent of the Company’s common stock:
Beneficial Owners
| Shares and Percentage | ||||
| Name and Address of | of Common Stock | |||
| 5% Shareholder | Beneficially Owned(1) | |||
| Clara McNaughton | 98,018 | |||
| 16109 Evanston Avenue N. | 6.56% | |||
| Shoreline, Washington | ||||
| (1) | Amount reflects all applicable stock splits and dividends paid on the Company’s common stock. |
Executive Officers
The following table sets forth information with respect to the other executive officers who are not directors or nominees for directors of the Company.
| Relationship with the Company and Business | ||
| Name and Age | Experience During the Last Five Years | |
| Valerie K. Blake, 55 | Senior Vice President, EvergreenBank | |
| William G. Filer II, 53 | Senior Vice President and Chief Financial Officer, EvergreenBancorp, Inc. and EvergreenBank | |
| Susan L. Gates, 49 | Executive Vice President and Chief Credit Officer, EvergreenBank; former Senior Vice President and Senior Credit Officer, Key Bank of Washington | |
| Michelle P. Worden, 43 | Senior Vice President, EvergreenBank |
C. Don Filer, who serves as a director of the Company and Bank, is the uncle of William G. Filer II, the Senior Vice President and Chief Financial Officer of the Company and Bank.
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND ASSOCIATES
Several of our directors and officers, members of their immediate families, and firms in which they had an interest were customers of and had transactions with the Company or the Bank during 2004 in the ordinary course of business. Similar transactions may be expected to take place in the ordinary course of business in the future. All outstanding loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not, in the opinion of management, involve more than the normal risk of collectibility nor present other unfavorable features.
During 2004, we contracted with PEMCO Corporation, PEMCO Mutual Insurance Company, and PEMCO Technology Services, Inc. for data processing services. Those companies were compensated at rates customary for such services and their fees totaled $346,000. Mr. Hatler is a director of PEMCO Corporation and PEMCO Technology Services, Inc., and Mr. McNaughton is the Chairman and/or an officer of all three companies.
The Bank’s Eastlake office premises, located at 301 Eastlake Avenue E., Seattle and its Lynnwood office premises, located at 2502 196th Street SW, Lynnwood are leased from PEMCO Mutual Insurance Company, of which Mr. McNaughton is the Chairman, President, and Chief Executive Officer. The current lease payments are $28,461 and $3,611, respectively per month. The leases are renewable as negotiated between the parties, with the current leases expiring March 31, 2005 and May 31, 2007, respectively. We consider the rent and the terms and conditions of the lease agreements with PEMCO Mutual Insurance Company to be
15
Table of Contents
fair and substantially the same or better than the terms and conditions of leases prevailing for comparable arms-length transactions.
COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, (“Section 16(a)”) requires that our executive officers and directors and all persons who beneficially own more than 10 percent of our common stock file reports with the SEC with respect to beneficial ownership of Company stock. We have adopted procedures to assist our directors and executive officers in complying with the Section 16(a) filings.
Based solely upon our review of the copies of the filings which we received with respect to the fiscal year ended December 31, 2004, or written representations from certain reporting persons, we believe that all reporting persons made all filings required by Section 16(a) on a timely basis.
OTHER BUSINESS
The Board knows of no other matters to be brought before the shareholders at the Annual Meeting. In the event other matters are presented for a vote at the Annual Meeting, the proxy holders will vote shares represented by properly executed proxies in their discretion in accordance with their best judgment on such matters.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
AND DIRECTOR NOMINATIONS
Shareholders may submit proposals for consideration at annual shareholder meetings, including director nominations.
Shareholder Proposals. Proposals of shareholders intended to be presented at the 2006 Annual Meeting of Shareholders must be received by the Secretary of the Company before November 29, 2005, for inclusion in the 2006 Proxy Statement and form of proxy. A shareholder who intends to present a proposal at the Company’s Annual Meeting in 2006, other than pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, must provide the Company notice of such intention by at least February 14, 2006 or the persons named as proxies in the form of proxy will have discretionary authority at the 2006 Annual Meeting with respect to any such proposal without discussion of the matter in the Company’s Proxy Statement.
Director Nominations by Shareholders. The Company’s Bylaws provide that director nominations must be received in writing at least 30 days before the Annual Meeting. Persons who wish to suggest potential nominees for the 2006 Annual Meeting may address their suggestions in writing to EvergreenBancorp, Inc. 301 Eastlake Avenue East, Seattle, Washington 98109, Attention: Corporate Secretary.
AVAILABLE INFORMATION
The Company currently files periodic reports and other information with the SEC. Such information and reports may be read and copied at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Reports and information filed by the Company electronically will be available on an Internet site that the SEC maintains atwww.sec.gov, as well as the Company’s website atwww.evergreenbancorp.com. Additional information, including recent press releases, is also available on the Company’s website.
16
Table of Contents
ANNUAL REPORT TO SHAREHOLDERS
Any shareholder may obtain without charge a copy of our Annual Report on Form 10-K filed with the SEC under the Securities Exchange Act of 1934 for the year ended December 31, 2004, including financial statements. Written requests for the Form 10-K should be addressed to William G. Filer II, Senior Vice President and Chief Financial Officer, EvergreenBancorp, Inc., 301 Eastlake Avenue East, Seattle, Washington 98109-5407.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| |
| Gerald O. Hatler | |
| President and Chief Executive Officer |
March 30, 2005
17
Table of Contents
| o | Mark this box with an X if you have made | |||
| changes to your name or address details above. |
Annual Meeting Proxy Card
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please refer to the reverse side for Internet and telephone voting instructions.
A Election of Directors
| 1. | The Board of Directors recommends a vote FOR the listed nominees. | |||||||
| For | Withhold | |||||||
| 01 — Richard W. Baldwin | o | o | ||||||
| 02 — C. Don Filer | o | o | ||||||
B Ratification of Independent Registered Public Accounting Firm
| The Board of Directors recommends a vote FOR the ratification of the appointment of Crowe Chizek and Company LLC as the Company’s independent registered public accounting firm for fiscal year 2005. | For o | Against o | Abstain o |
C Other Business
| The Board of Directors is not aware of any other business to come before the Annual Meeting. However, in their discretion, the Proxies appointed on the reverse side are authorized to vote upon any other business that may properly come before the meeting or any postponements or adjournments thereof. |
This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY CARD WILL BE VOTED FOR ELECTION OF THE NOMINEES LISTED IN ITEM 1, AND FOR THE RATIFICATION OF CROWE CHIZEK AND COMPANY LLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
D Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.
| Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | Date (mm/dd/yyyy) | ||||||
Table of Contents
Proxy — EVERGREENBANCORP, INC.
The undersigned hereby appoints Dan W. Curtis, Carole J. Grisham and Robert J. Grossman, and each of them (with full power to act alone), as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of EvergreenBancorp, Inc. (the “Company”) held of record by the undersigned on March 21, 2005, at the annual meeting of shareholders to be held April 28, 2005, or any postponement or adjournment of such meeting.
PLEASE SIGN AND RETURN IMMEDIATELY
Internet and Telephone Voting Instructions
You can vote by telephone OR Internet! Available 24 Hours a day 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
To vote using the Telephone (within U.S. and Canada) | To vote using the Internet | |
• Call toll free 1-866-422-0109 in the United States or Canada any time on a touch tone telephone. There isNO CHARGEto you for the call. | • Go to the following web site: WWW.COMPUTERSHARE.COM/US/PROXY | |
| • Follow the simple instructions provided by the recorded message. | • Enter the information requested on your computer screen and follow the simple instructions. | |
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by 3:30 p.m., Pacific Time, on April 27, 2005.
THANK YOU FOR VOTING