| UNITED STATES | OMB APPROVAL |
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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SUMMIT BANCSHARES, INC.
3880 HULEN STREET, SUITE 300
FORT WORTH, TEXAS 76107
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2005
1. | To elect eleven (11) directors of the Corporation for terms expiring at the 2006 Annual Meeting of Shareholders of the Corporation. |
2. | To transact such other business as may properly come before the Annual Meeting of Shareholders or any adjournment thereof. |
IMPORTANT
![](https://capedge.com/proxy/DEF 14A/0001206774-05-000390/pnorwood.jpg)
Philip E. Norwood
Chairman of the Board, President and CEO
March 25, 2005
Fort Worth, Texas
SUMMIT BANCSHARES, INC.
3880 HULEN STREET, SUITE 300
FORT WORTH, TEXAS 76107
TELEPHONE: (817) 336-6817
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
To Be Held Apri1 19, 2005
GENERAL INFORMATION
OUTSTANDING SHARES AND VOTING RIGHTS
PROPOSAL — ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
Philip E. Norwood, (Age 55)
Robert P. Evans, (Age 57)
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Elliott S. Garsek, (Age 56)
Ronald J. Goldman, (Age 63)
F. S. Gunn, (Age 71) |
Robert L. Herchert, (Age 62)
Jay J. Lesok, (Age 58)
William W. Meadows, (Age 52)
James L. Murray, (Age 72)
Byron B. Searcy, (Age 69)
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Roderick D. Stepp, (Age 68)
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE ELEVEN (11) PERSONS NAMED ABOVE AS DIRECTORS OF THE CORPORATION.
BOARD AND CORPORATE GOVERNANCE MATTERS
Membership on the Board
Committees of the Board
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The primary function of the Compensation and Benefits Committee is to discharge the Board’s responsibilities relating to the compensation of directors and executive officers of the Corporation. In addition, the Compensation and Benefits Committee is responsible for reviewing and approving objectives relevant to the compensation of the Corporation’s executive officers, and evaluating the performance of the Corporation’s executive officers in accordance with those objectives, the preparation of an annual report to be included in the Corporation’s proxy statement in connection with each annual meeting of shareholders and the approval and administration of the Corporation’s compensation plans, including the 1993 Incentive Stock Option Plan of the Corporation, the 1997 Incentive Stock Plan of the Corporation, the Corporation’s 401(k) Plan, the Corporation’s Supplemental Executive Retirement Plan, the severance agreement for Mr. Norwood and the Corporation’s Performance Compensation Plan. See “Executive Compensation and Other Information” and “Compensation and Benefits Committee Report on Executive Compensation” for additional information.
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each annual meeting of shareholders of the Corporation. The Nominating and Corporate Governance Committee is also responsible for, among other things, evaluating the qualifications of each nominee for election to the Board, reviewing the qualifications for membership on all committees of the Board and advising the Board on all matters concerning directorship practices. Also, the Nominating and Corporate Governance Committee will take a leadership role in shaping the corporate governance policies and practices of the Corporation and ensuring that proper attention is given, and effective responses are made, to shareholder concerns regarding the corporate governance policies and practices of the Corporation.
Determinations Regarding Independence of Directors
Directors’ Compensation
Attendance at Board and Committee Meetings and Annual Meeting of Shareholders
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Executive Sessions
Director Nominations and Related Matters
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• | possess high personal and professional ethics, integrity and values and an independent mind, and be capable of exercising sound judgment; |
• | possess high interpersonal skills and demonstrate proven leadership skills; |
• | have a knowledge of basic business principles and an understanding of the Corporation’s business and the general banking needs of the communities in which the Corporation operates; |
• | have a depth of experience and availability to perform as a member of the Board along with a balance of business interests and experience comparable to, or exceeding, the incumbent or other nominated directors of the Board; |
• | be successful in his or her business endeavors and be committed to serving the Corporation and the communities in which it operates; |
• | possess a good credit reputation and otherwise have a sound personal financial status; |
• | be prepared to represent the best interests of the Corporation’s shareholders and not just one particular constituency; |
• | be cognizant of any facts or circumstances that involve, or may potentially involve, a material conflict of interest between the director, the Corporation and/or its shareholders, and be prepared to dissociate himself or herself from any involvement in any matter or situation that constitutes, or could be expected to constitute, such a conflict of interest; and |
• | be prepared and committed to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee of which he or she is a member, and not have other personal or professional commitments that would, in the Nominating and Corporate Governance Committee’s sole judgment, interfere with or limit his or her ability to do so. |
The above criteria are simply minimum qualifications and, ultimately, the Nominating and Corporate Governance Committee will recommend to the Board the individuals who the Nominating and Corporate Governance Committee believes will be effective, along with the other members of the Board, in serving the long-term interests of the Corporation and its shareholders. Candidates also are evaluated based on their background and the need for any required expertise on the Board or its committees at any particular time.
Shareholder Recommendations of Director Candidates to the Nominating and Corporate Governance Committee
• | the name and address, as they appear in the Corporation’s records, of the record shareholder recommending such individual and the name and address of the beneficial owner, if any, on whose behalf the recommendation is made; |
• | the number of shares of Common Stock that are owned of record or beneficially by such record shareholder and by the beneficial owner, if any, on whose behalf the recommendation is made; |
• | all information regarding the proposed nominee that would be required to be included in a proxy statement soliciting proxies for the proposed nominee; and |
• | any other information that the shareholder believes would aid the Nominating and Corporate Governance Committee in its evaluation of the recommended individual. |
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Shareholder Communications with the Board
INDEPENDENT AUDITORS
PRINCIPAL AUDITOR FEES AND SERVICES
Fiscal Year Ended December 31, 2003 | Fiscal Year Ended December 31, 2004 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 72,500 | $ | 86,000 | ||||||
Audit-Related Fees(2) | $ | 12,750 | $ | 17,250 | ||||||
Tax Fees(3) | $ | 12,000 | $ | 14,750 | ||||||
All Other Fees | — | — |
(1) | Audit fees represents fees for professional services rendered in connection with the audit of the Corporation’s annual financial statements and review of the Corporation’s quarterly financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related fees represents fees for professional services rendered in connection with financial statement audits of employee benefit plans, audit procedures related to accounting and/or billing records, internal control reviews and assistance with internal control reporting requirements, and consultations as to the application of the rules and standards established by regulatory agencies. |
(3) | Tax fees represents fees for professional services rendered in connection with federal, state and local tax planning and compliance and the preparation of federal, state, local, franchise and other tax returns. |
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AUDIT COMMITTEE REPORT
F. S. Gunn
Jay J. Lesok
Roderick D. Stepp
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SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | ||||||
---|---|---|---|---|---|---|---|---|
Directors and Executive Officers: | ||||||||
Philip E. Norwood | 317,698 | (2) | 2.6% | |||||
Robert P. Evans | 2,000 | * | ||||||
Elliott S. Garsek | 83,400 | * | ||||||
Ronald J. Goldman | 538,640 | 4.3% | ||||||
F. S. Gunn | 443,600 | (3) | 3.6% | |||||
Robert L. Herchert | 10,000 | * | ||||||
Jay J. Lesok | 33,400 | * | ||||||
William W. Meadows | 126,534 | (4) | 1.0% | |||||
James L. Murray | 297,752 | 2.4% | ||||||
Bob G. Scott | 96,400 | (5) | * | |||||
Byron B. Searcy | 65,560 | (6) | * | |||||
Roderick D. Stepp | 14,000 | * | ||||||
Donald R. Waters | 93,600 | (7) | * | |||||
All directors and executive officers as a group (13 persons) | 2,122,584 | (8) | 17.0% |
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Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Beneficial Owners of More than 5%: | ||||||||||
The Banc Funds Company, L.L.C. 208 S. LaSalle Street Chicago, IL 60604 | 755,922(9) | 6.1% | ||||||||
Wellington Management Company, LLP 75 State Street Boston, MA 02109 | 649,200 | 5.2% |
* | Less than 1% of all of the issued and outstanding shares of Common Stock. |
(1) | Except as otherwise indicated, each person has sole voting power and investment power with respect to all shares of Common Stock beneficially owned by such person. |
(2) | Includes (i) 290,114 shares of Common Stock held directly, (ii) 3,584 shares of Common Stock held by Mr. Norwood’s children and (iii) 24,000 shares of Common Stock which Mr. Norwood has the right to acquire within 60 days of March 7, 2005 pursuant to options granted to him under the Corporation’s stock plans. |
(3) | Includes (i) 360,738 shares of Common Stock held directly and (ii) 82,862 shares of Common Stock held by a trust for which Mr. Gunn serves as a co-trustee. |
(4) | Includes (i) 34,344 shares of Common Stock held directly, (ii) 1,052 shares of Common Stock held in trust for the benefit of Mr. Meadows’ children and (iii) 91,138 shares held by a trust for which Mr. Meadows serves as an investment advisor and holds a power of attorney for the current beneficiary of the trust. |
(5) | Includes (i) 80,000 shares of Common Stock held directly, (ii) 2,800 shares of Common Stock held by Mr. Scott’s wife and (iii) 13,600 shares of Common Stock which Mr. Scott has the right to acquire within 60 days of March 7, 2005 pursuant to options granted to him under the Corporation’s stock plans. |
(6) | Includes (i) 63,080 shares of Common Stock held directly and (ii) 2,480 shares of Common Stock held by Mr. Searcy’s wife. Mr. Searcy has shared voting power and investment power with respect to the shares of Common Stock held by his wife. |
(7) | Includes (i) 48,400 shares of Common Stock held directly and (ii) 45,200 shares of Common Stock which Mr. Waters has the right to acquire within 60 days of March 7, 2005 pursuant to options granted to him under the Corporation’s stock plans. |
(8) | Includes 82,800 shares of Common Stock that executive officers of the Corporation have the right to acquire within 60 days of March 7, 2005 pursuant to options granted to them under the Corporation’s stock plans. |
(9) | Includes (i) 557,922 shares held of record by Banc Fund V L.P. (“BF V”) and (ii) 198,000 shares held of record by Banc Fund VI L.P. (“BF VI”). The general partner of BF V is MidBanc V L.P. (“MB V”). The general partner of BF VI is MidBanc VI L.P. (“MB VI”). The general partner of each of MB V and MB VI is The Banc Funds Company, L.L.C. (“BFC”). Charles J. Moore has been the manager of the investment decisions for BF V and BF VI since their respective inceptions. In his capacity as manager, Mr. Moore has voting and dispositive power over the shares of Common Stock held by BF V and BF VI. As the controlling member of BFC, Mr. Moore controls BFC and therefore each of BF V and BF VI is directly and indirectly controlled by BFC. |
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EXECUTIVE OFFICERS OF THE CORPORATION
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Philip E. Norwood | 55 | Chairman of the Board, President and CEO | ||||||||
Bob G. Scott | 67 | Executive Vice President, Chief Operating Officer, Secretary and Treasurer | ||||||||
Donald R. Waters | 61 | Senior President |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
Annual Compensation | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary(1) | Bonus(2) | All Other Compensation(3) & (4) | |||||||||||||||
Philip E. Norwood | 2004 | $ | 290,150 | $ | 34,872 | $82,410 | |||||||||||||
Chairman of the Board, President | 2003 | $ | 255,700 | — | $81,280 | ||||||||||||||
& CEO | 2002 | $ | 237,608 | $ | 31,226 | $79,422 | |||||||||||||
Bob G. Scott | 2004 | $ | 160,000 | $ | 18,795 | $55,542 | |||||||||||||
Executive Vice President & | 2003 | $ | 150,000 | — | $55,558 | ||||||||||||||
Chief Operating Officer | 2002 | $ | 136,500 | $ | 16,517 | $54,706 | |||||||||||||
Donald R. Waters | 2004 | $ | 185,000 | $ | 27,552 | $95,012 | |||||||||||||
Senior President | 2003 | $ | 170,550 | — | $92,972 | ||||||||||||||
2002 | $ | 165,200 | $ | 18,549 | $95,229 |
(1) | For Mr. Norwood and Mr. Waters, salary includes fees for service as a director of the Corporation and/or the Bank, as applicable. |
(2) | Consists of awards made by the Corporation to each of the Named Executive Officers pursuant to the Performance Compensation Plan in recognition of the Corporation’s performance during the prior year. For the Named Executive Officers, 80% of each award under the Performance Compensation Plan in recognition of the Corporation’s performance during the prior year is paid during the first quarter of the foreclosing year, and payment of the remaining 20% of the award is deferred for two years. See “Executive Compensation and Other Information — Performance Compensation Plan” for additional information. |
(3) | For 2004, this column represents (i) premiums paid by the Corporation for term life insurance on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $774; Mr. Scott, $2,286; and Mr. Waters, $372; (ii) $5,300 of dependent health care coverage paid by the Corporation on behalf of Mr. Norwood, (iii) matching contributions under the 401(k) Plan made by the Corporation on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $13,000; Mr. Scott, $9,200; and Mr. Waters, $10,362; and (iv) premiums paid by the Corporation for life insurance under the Supplemental Executive Retirement Plan on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $63,336; Mr. Scott, $44,056; and Mr. Waters, $84,278. For 2003, this column represents (i) premiums paid by the Corporation for term life insurance on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $414; Mr. Scott, $2,286; and Mr. Waters, $372; (ii) $5,530 of dependent health care coverage paid by the Corporation on behalf of Mr. Norwood, (iii) matching contributions under the 401(k) Plan made by the Corporation on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $12,000; Mr. Scott, $9,216; and Mr. Waters, $8,322; and (iv) premiums paid by the Corporation for life insurance under the Supplemental Executive Retirement Plan on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $63,336: Mr. Scott, $44,056; and Mr. Waters, $84,278. For 2002, this column represents (i) premiums paid by the Corporation for term life insurance on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $414; Mr. Scott, $1,188; and Mr. Waters, $384; (ii) $4,672 of dependent health care coverage paid by the Corporation on behalf of Mr. Norwood, (iii) matching contributions under the 401(k) Plan made by the Corporation on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $11,000; Mr. Scott, $9,462; and |
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Mr. Waters, $10,567; and (iv) premiums paid by the Corporation for life insurance under the Supplemental Executive Retirement Plan on behalf of the Named Executive Officers in the following amounts: Mr. Norwood, $63,336; Mr. Scott, $44,056; and Mr. Waters, $84,278. |
(4) | The Corporation provides each of the Named Executive Officers with certain perquisites and other personal benefits, including payment of club dues, and providing use of an automobile owned by the Corporation or Bank. The amount of perquisites and other personal benefits provided to each Named Executive Officer does not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus reported for such Named Executive Officer. |
Options Granted During 2004
Aggregated Options Exercised in 2004 and December 31, 2004 Option Values
Number of Securities Underlying Unexercised Options at December 31, 2004 | Value of Unexercised In-the-Money Options at December 31, 2004 | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise | Value Realized | Exercisable/ Unexercisable | Exercisable/ Unexercisable(1) | ||||||||||||
Philip E. Norwood | 0 | 0 | 24,000/6,000 | $ | 234,000/$58,500 | |||||||||||
Bob G. Scott | 64,100 | $ | 753,175 | 13,600/3,400 | $ | 132,600/$33,150 | ||||||||||
Donald R. Waters | 8,000 | $ | 124,230 | 45,200/3,400 | $ | 637,213/$33,150 |
(1) | This value is based on a per share price of $18.75, the closing bid price of the Common Stock on December 31, 2004 (as adjusted to reflect the two-for-one stock split effected on December 31, 2004), minus the exercise price of such options, multiplied by the number of shares Common Stock underlying such options. These values have not been, and may never be, realized, as the underlying options have not been, and may never be, exercised. Actual gains, if any, will depend on the value of the Common Stock on the date of exercise and the dollar amount realized on any resale of the underlying shares of Common Stock. There can be no assurance that the value shown will be realized. |
401(k) Plan
Supplemental Executive Retirement Plan
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of the Corporation. The individual agreements established thereunder are intended to be administered by the Compensation and Benefits Committee as welfare benefit plans established and maintained for the participants.
Named Executive Officer | Amount of Policy | Cash Surrender Value of the Policy as of December 31, 2004 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Philip E. Norwood | $3,000,000 | $426,157 | ||||||||
Bob G. Scott | $1,800,000 | $414,500 | ||||||||
Donald R. Waters | $2,200,000 | $309,378 |
(1) | The portion of the total cash surrender value of each policy in which the Named Executive Officers were fully vested as of December 31, 2004 is as follows: Mr. Norwood, $26,805; Mr. Scott, $313,942; and Mr. Waters, $52,718. |
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Severance Agreement
Performance Compensation Plan
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objectives such as return on equity and net income compared to the prior year. For the Named Executive Officers, 80% of each award under the Performance Compensation Plan in recognition of the Corporation’s preceding year is paid during the first quarter of the following year and the remaining 20% of the award is deferred for two years.
COMPENSATION AND BENEFITS COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
• | Executive compensation should be competitive with that provided by peer financial institutions that compete in the same markets and provide similar financial services and products as the Corporation. |
• | Executive compensation packages should contain a performance-based component that is directly linked to both quantitative and qualitative performance goals. Quantitative performance goals should be based upon measures of the Corporation’s financial performance, including net income, return on equity or other indicators deemed appropriate by the Compensation and Benefits Committee. Qualitative performance goals should be based upon individual performance and contributions to the Corporation’s financial performance and achievement of targeted short-term and long-term business and financial objectives. |
• | Executive compensation packages should contain base salaries that are comparable to the Corporation’s peer financial institutions. |
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complexity similar to the Corporation. Actual base salaries also are intended to reflect individual performance contributions as determined through performance evaluations. In addition to individual job performance and the above-referenced market comparisons, other factors may be taken into consideration, such as cost of living increases as well as an individual’s perceived potential with the Corporation. All executive officer base salary levels, which are reviewed annually, are considered by the Compensation and Benefits Committee to be competitive and within a necessary and reasonable range.
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2004 Compensation of the Chief Executive Officer
Ronald J. Goldman
F. S. Gunn
Robert L. Herchert
James L. Murray
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COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
EQUITY COMPENSATION PLAN INFORMATION
Plan Category | Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders(1) | 679,578 | $ 8.54 | 642,500 | ||||||||||||
Equity compensation plans not approved by security holders(2) | — | — | — | ||||||||||||
Total | 679,578 | $ 8.54 | 642,500 |
(1) | All equity compensation plans of the Corporation, consisting of the 1993 Incentive Stock Option Plan and the 1997 Incentive Stock Plan, have been approved by the Corporation’s shareholders. |
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STOCK PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
![](https://capedge.com/proxy/DEF 14A/0001206774-05-000390/d16560line.jpg)
At December 31, | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Summit Bancshares, Inc. | $ | 100.00 | $ | 122.497 | $ | 107.663 | $ | 120.095 | $ | 170.939 | $ | 230.909 | ||||||||||||||
Total Return Index | $ | 100.00 | $ | 60.309 | $ | 47.838 | $ | 33.074 | $ | 49.449 | $ | 53.813 | ||||||||||||||
Bank Stocks Index | $ | 100.00 | $ | 114.235 | $ | 123.681 | $ | 126.647 | $ | 162.917 | $ | 186.447 |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Loans
Certain directors, officers and principal shareholders of the Corporation and their affiliates are customers of the Corporation. Accordingly, such persons have deposit accounts with the Corporation, and the Corporation makes loans or extends credit to such persons in the ordinary course of its business. All loans or other extensions of credit made by the Corporation to directors, officers and principal shareholders of the Corporation and their affiliates were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with independent third parties and did not involve more than the normal risks of collectibility or present other unfavorable features. The Corporation expects to continue to enter into such transactions in the ordinary course of its business, and such transactions will be subject to the insider lending restrictions of Section 22(h) of the Federal Reserve Act and the requirements of Section 13(k) of the Securities Exchange Act.
Other Transactions
During the Corporation’s fiscal year ended December 31, 2004, the Corporation retained Barlow Garsek & Simon, LLP to perform legal services. Elliott S. Garsek, a director of the Corporation, is a shareholder of Barlow Garsek & Simon, LLP. During 2004, the Corporation also engaged Kelly, Geren & Searcy, Inc. as real estate brokers or advisors in connection with certain real estate transactions. Byron B. Searcy, a director of the Corporation, is a commercial real estate broker affiliated with Kelly, Geren & Searcy, Inc. In addition, the Corporation engaged Wm. Rigg Insurance Co. during 2004 as a broker to place certain property and casualty insurance coverage. The Corporation also has a contract with Wm. Rigg Insurance Co. to assist in providing property and casualty insurance products to the Corporation’s customers. William W. Meadows, a director of the Corporation, is an executive of Wm. Rigg Insurance Co.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Corporation’s directors, executive officers and persons who are beneficial owners of more than 10% of the Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of shares of Common Stock beneficially owned by them. Directors, executive officers and beneficial owners of more than 10% of the Common Stock are also required to furnish the Corporation with copies of all Section 16(a) reports that they file with the SEC.
To the Corporation’s knowledge, based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Corporation and written representations from certain reporting persons, no director, executive officer or greater than 10% beneficial owner of Common Stock, failed to timely file with the SEC one or more required reports on Form 3, 4 or 5 during 2004, other than Mr. Meadows and Mr. Goldman, each of whom failed to timely file one Form 4 to report one transaction in the Common Stock.
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SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2006 Annual Meeting of Shareholders must be received by the Corporation at its principal executive offices at 3880 Hulen Street, Suite 300, Fort Worth, Texas 76107, Attention: Corporate Secretary, not later than November 25, 2005 to be included in the Corporation’s proxy statement and accompanying proxy relating to the 2006 Annual Meeting of Shareholders. Any such proposals shall be subject to the requirements of the proxy rules and regulations adopted under the Securities Exchange Act. It is anticipated that the 2006 Annual Meeting of Shareholders will be held on or about April 18, 2006.
Proxy holders designated by the Board for the 2006 Annual Meeting of Shareholders may vote proxies in their discretion on proposals of shareholders if (i) the Corporation receives notice of the proposal on or after February 8, 2006 or (ii) the Corporation receives notice of the proposal prior to February 8, 2006, describes the proposal in the Corporation’s proxy statement relating to its 2006 Annual Meeting of Shareholders and states how the proxy holders designated by the Board intend to vote with respect to such proposal.
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ANNUAL REPORT AND
CORPORATE GOVERNANCE MATERIALS
A copy of the Corporation’s 2004 Annual Report on Form 10-K, including the financial statements and schedules thereto, filed with the SEC, may be obtained without charge (except for exhibits thereto, which will be furnished upon payment of the Corporation’s reasonable expenses in furnishing such exhibits) by any shareholder of the Corporation upon written request to:
Summit Bancshares, Inc. |
Copies of charters of certain committees of the Board and other corporate governance materials are publicly available on the Corporation’s website at www.summitbank.net under the “Investor Relations” section, including the Amended and Restated Audit Committee Charter, Compensation and Benefits Committee Charter, Nominating and Corporate Governance Committee Charter and Code of Ethics and Standards of Conduct of the Corporation.
![](https://capedge.com/proxy/DEF 14A/0001206774-05-000390/pnorwood.jpg)
Philip E. Norwood
Chairman of the Board, President and CEO
March 25, 2005
Fort Worth, Texas
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SUMMIT BANCSHARES, INC. 3880 HULEN ST. SUITE 300 FORT WORTH, TX 76107 | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | |||
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Summit Bancshares, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | SMMTB1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
SUMMIT BANCSHARES, INC.
Vote On Directors | |||||||||
1. | ELECTION OF DIRECTORS - Nominees: | For | Withhold | For All | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | ||||
All | All | Except | |||||||
01) Robert P. Evans | 07) William W. Meadows | ||||||||
02) Elliott S. Garsek | 08) James L. Murray | ¨ | ¨ | ¨ | |||||
03) Ronald J. Goldman | 09) Philip E. Norwood | ||||||||
04) F.S. Gunn | 10) Byron B. Searcy | ||||||||
05) Robert L. Herchert | 11) Roderick D. Stepp | ||||||||
06) Jay J. Lesok | |||||||||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL THE NOMINEES LISTED ABOVE. | |||||||||
Please date this proxy and sign your name exactly as it appears hereon, and mail today. Where there is more than one owner, each should sign. When signing as an attorney, administrator, executor, guardian, or trustee, please add your title as such. If executed by a corporation, this proxy should be signed by a duly authorized officer. | |||||||||
For comments, please check this box and write them on the back where indicated | ¨ | ||||||||
Please indicate if you plan to attend this meeting | ¨ | ¨ | |||||||
Yes | No | ||||||||
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
SUMMIT BANCSHARES, INC.
This Proxy is Solicited on Behalf of the Board of Directors of the Corporation
For Annual Meeting of Shareholders
April 19, 2005
The undersigned hereby constitutes and appoints James L. Murray, F.S. Gunn and Elliott S. Garsek, and each of them, attorneys and proxies with full power of substitution and resubstitution to vote for and in the name and place of the undersigned, as directed on the reverse side, all the shares of Common Stock of Summit Bancshares, Inc. (the “Corporation”) held or owned of record by the undersigned at the close of business on March 7, 2005, at the Annual Meeting of Shareholders of the Corporation to be held in the Summit Bank Boardroom located at 3880 Hulen Street, Suite 300, Fort Worth, Texas 76107, at 3:30 p.m. local time, on April 19, 2005, and at any adjournment thereof. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the Annual Meeting, or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED “FOR” ALL THE NOMINEES LISTED ON THE REVERSE SIDE. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED TO THE PERSONS DESIGNATED HEREIN AS PROXIES AS TO ANY OTHER BUSINESS AS MAY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF. The undersigned hereby revokes any proxy or proxies heretofore given and hereby confirms all that said attorneys and proxies, or any of them, or their substitutes may do by virtue hereof. In addition, receipt of the 2004 Annual Report to Shareholders, the Notice of Annual Meeting and the Proxy Statement of the Corporation dated March 25, 2005, is hereby acknowledged.
Comments: | ||