[ ] Preliminary Proxy Statement | [ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e) (2) | ||||||
[X] Definitive Proxy Statement | |||||||
[ ] Definitive Additional Materials | |||||||
[ ] Soliciting Material Under 240.14a-12 |
CENTRAL COAST BANCORP |
(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 by written 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 : |
CENTRAL COAST BANCORP |
1. To elect Class I directors. |
The names of the Board of Directors’ nominees to be Class I directors of Central Coast Bancorp are set forth in the accompanying Proxy Statement and incorporated here by reference. Article III, Section 16 of the Bylaws of Central Coast Bancorp provides for the nomination of directors in the following manner: “Nomination for election of members of the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make any nominations shall be made in writing and shall be delivered or mailed to the President of the corporation not less than 21 days nor more than 60 days prior to any meeting of shareholders called for the election of directors; provided however, that if less than 21 days notice of the meeting is given to shareholders, such notice of intention to nominate shall be mailed or delivered to the President of the corporation not later than the close of business on the tenth day following the day on which the notice of meeting was mailed; provided further that if notice of such meeting is sent by third-class mail as permitted by Section 6 of these by-laws, no notice of intention to make nominations shall be required. Such notification shall contain the following information to the extent known to the notifying shareholder: |
(a) the name and address of each proposed nominee; |
Nominations not made in accordance herewith may, in the discretion of the Chairman of the meeting, be disregarded and upon the Chairman’s instructions, the inspectors of election can disregard all votes cast for each such nominee. A copy of this paragraph shall be set forth in a notice to shareholders of any meeting at which Directors are to be elected.” Only shareholders of record at the close of business on March 31, 2005 are entitled to notice of and to vote at this Meeting and at any postponements or adjournments thereof. |
By Order of the Board of Directors | |||
/s/ ROBERT M. STANBERRY | |||
Salinas, California | Robert M. Stanberry, Secretary | ||
April 26, 2004 |
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class Beneficially Owned | ||||
---|---|---|---|---|---|---|---|
Common Stock, No Par Value | Robert L. Meyer (1) | 1,019,891 | 7.24% |
(1) | The address for the person listed is P. O. Box 606, King City, California, 93930-0606. 980,617 shares are held by Mr. Meyer and his spouse as trustees of the Robert L. Meyer and Patricia J. Meyer Trust dated July 28, 1977. 22,566 shares are held by the Meyer One partnership of which Mr. and Mrs. Meyer's 1977 Trust owns 52%. 13,522 shares are held by Geneva M. Jones, individual, as to which Patricia J. Meyer has Power of Attorney for both her and her estate. 3,186 shares held by Robert L. Meyer's son Craig E. Meyer. |
Security Ownership of Management The following table sets forth information as of March 31, 2005, concerning the equity ownership of the Corporation’s directors and the executive officers named in the Summary Compensation Table, and directors and executive officers as a group. Unless otherwise indicated in the notes to the table, each director and executive officer listed below possesses sole voting power and sole investment power for the shares of the Corporation’s Common Stock listed below. All of the shares shown in the following table are owned both of record and beneficially except as indicated in the notes to the table. The Corporation has only one class of shares outstanding, Common Stock. |
Title of Class | Name and Address (1) of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class (2) | ||||
---|---|---|---|---|---|---|---|
Common Stock, No Par Value | Robert C. Blatter | 61,845 | (3) | 0 | .4% | ||
Common Stock, No Par Value | C. Edward Boutonnet | 553,160 | (4) | 3 | .9% | ||
Common Stock, No Par Value | Don Chapin | 35,247 | (5) | 0 | .3% | ||
Common Stock, No Par Value | Bradford G. Crandall | 436,785 | (6) | 3 | .1% | ||
Common Stock, No Par Value | Michael T. Lapsys | 266,205 | (7) | 1 | .9% | ||
Common Stock, No Par Value | Duncan L. McCarter | 177,148 | (8) | 1 | .3% | ||
Common Stock, No Par Value | John F. McCarthy | 136,987 | (9) | 1 | .0% | ||
Common Stock, No Par Value | Robert M. Mraule, D.D.S.,M.D. | 285,225 | (10) | 2 | .0% | ||
Common Stock, No Par Value | Louis A. Souza | 142,719 | (11) | 1 | .0% | ||
Common Stock, No Par Value | Robert M. Stanberry | 36,659 | (12) | 0 | .3% | ||
Common Stock, No Par Value | Mose E. Thomas, Jr. | 129,118 | (13) | 0 | .9% | ||
Common Stock, No Par Value | Nick Ventimiglia | 244,270 | (14) | 1 | .7% | ||
Common Stock, No Par Value | F. Warren Wayland | 45,812 | (15) | 0 | .3% | ||
All directors and executive officers of the Corporation as a group (13 persons) | 2,551,183 | (16) | 18 | .1% |
(1) The address for all persons listed is c/o Central Coast Bancorp, 301 Main Street, Salinas, California, 93901. |
(2) Includes shares of Common Stock subject to stock options exercisable immediately. |
(3) Includes 4,097 shares of Common Stock held jointly with his spouse and 19,896 shares of Common Stock subject to stock options exercisable immediately. |
(4) Includes 150,622 shares of Common Stock held in a partnership, 7,945 shares as custodian for his grandchildren, 51,477 shares held by Mr. Boutonnet as trustee of the Charles E. Boutonnet Trust, 76,346 shares held by Mr. Boutonnet’s companies in the Boutonnet Farms, Inc. Profit Sharing Plan and Sea Mist Farms Deferred Compensation Plan, 220,350 shares held in the Central Coast Bancorp Nonqualified Deferred Compensation Plan Trust as to which Mr. Boutonnet has shared investment power and 46,420 shares subject to stock options exercisable immediately. |
(5) Includes 24,937 shares of Common Stock subject to stock options exercisable immediately. |
(6) Includes 160,833 shares of Common Stock held jointly with his spouse as trustees of the Bradford G. Crandall and Lynne O. Crandall Trust, 219,616 shares held in the Central Coast Bancorp Nonqualified Deferred Compensation Plan Trust as to which Mr. Crandall has shared investment power and 46,420 shares subject to stock options exercisable immediately. |
(7) Includes 24 shares of Common Stock held jointly with his spouse, and 940 shares held as custodian, 175,928 shares held in the Kathy O. Lapsys and Michael T. Lapsys Trust and 89,313 shares subject to stock options exercisable immediately. |
(8) Includes 3,950 shares of Common Stock held jointly with his spouse as trustees of the Duncan L. McCarter and Leslie P. McCarter Trust, 59,631 shares held in the Central Coast Bancorp Nonqualified Deferred Compensation Plan Trust as to which Mr. McCarter has shared investment power and 113,567 shares subject to stock options exercisable immediately. |
(9) Includes 50,876 shares of Common Stock held jointly with his spouse as trustees of the John F. McCarthy and Mary Ann McCarthy Trust and 81,111 shares subject to stock options exercisable immediately. |
(10) Includes 49,862 shares of Common Stock held by Dr. Mraule as trustee of Robert M. Mraule D.D.S., M.D., Inc. Money Purchase Pension Plan, 118,170 shares held in the Central Coast Bancorp Nonqualified Deferred Compensation Plan Trust as to which Mr. Mraule has shared investment power, 10,000 shares held jointly with his spouse and 117,193 shares subject to stock options exercisable immediately. |
(11) Includes 17,727 shares of Common Stock held jointly with his spouse, 10,158 shares held in the Louis A. Souza Trust and 70,011 shares subject to stock options exercisable immediately. |
(12) Includes 30,651 shares of Common Stock held jointly with his spouse as trustees of the Robert and Joen Stanberry Trust and 3,437 shares of Common Stock subject to stock options exercisable immediately. |
(13) Includes 103,495 shares of Common Stock held in the Mose E. Thomas, Jr. Trust and 25,623 shares subject to stock options exercisable immediately. |
(14) Includes 117,193 shares of Common Stock subject to stock options exercisable immediately. |
(15) Includes 5,637 shares of Common Stock held jointly with his spouse, 6,826 shares held directly and 10,312 shares held as Trustee in the Hayashi & Wayland 401(K) Profit Sharing Plan, and 18,750 shares of Common Stock subject to stock options exercisable immediately. |
(16) Includes 773,874 shares of Common Stock subject to stock options exercisable immediately and 617,767 shares held by the Central Coast Bancorp Nonqualified Deferred Stock Option Plan Trust. |
Mose E. Thomas | Louis A. Souza | F. Warren Wayland |
The following persons are the Class II and Class III directors who will continue in office as described above:
Class II Directors, Continuing in Office
Michael T. Lapsys | Duncan L. McCarter | Nick Ventimiglia |
Class III Directors, Continuing in Office
C. Edward Boutonnet | Donald D. Chapin, Jr. | Bradford C. Crandall | Robert M. Mraule |
All proxies will be voted for the election of the three (3) nominees for Class I directors listed above (all of whom are incumbent directors) recommended by the Board of Directors unless authority to vote for the election of any directors is withheld. The nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them shall be elected as Class I directors. If any nominees should unexpectedly decline or be unable to act as a director, their proxies may be voted for a substitute nominee to be designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be or become unavailable and has no present intention to nominate persons in addition to or in lieu of those named above. The following table sets forth names and certain information as of March 31, 2005, concerning the persons named for election as Class I directors of the Corporation, as well as for Class II and Class III directors who are not currently subject to election. Each non-employee director named below (excluding Nick Ventimiglia who is an employee director of the Corporation) is “independent” as defined under applicable rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, and applicable Nasdaq Listing Rules. |
Name | Age | Director of Corporation Since | Director of Bank(1) Since | Principal Occupation During Last Five Years | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
C. Edward Boutonnet | 65 | 1994 | 1982 | President, Ocean Mist Farms. Managing | |||||||||
Partner, Sea Mist Farms and Boutonnet Farms. | |||||||||||||
Donald D. Chapin, Jr | 52 | 2004 | 2004 | President and Chief Executive Officer, The | |||||||||
Don Chapin Co., Inc. | |||||||||||||
Bradford G. Crandall | 70 | 1994 | 1982 | Chairman, E.B. Stone & Son, Inc., wholesale | |||||||||
nursery supply firm. | |||||||||||||
Michael T. Lapsys | 56 | 1998 | 1998 | Chairman, Device Dynamics Incorporated, a | |||||||||
semiconductor backend services company. | |||||||||||||
Duncan L. McCarter, | 58 | 1994 | 1982 | President and Chief Executive Officer, | |||||||||
R.Ph | Healthcare Pathway Management, Inc. and | ||||||||||||
AdvantaCare Health Partners LP d.b.a. | |||||||||||||
AdvantaCare Medical and AdvantaCare | |||||||||||||
Infusion. | |||||||||||||
Robert M. Mraule, | 55 | 1994 | 1982 | Physician, Dentist, Oral and Maxillofacial | |||||||||
D.D.S., M.D | Surgeon. | ||||||||||||
Louis A. Souza | 76 | 1996 | 1988 | Owner, Louis A. Souza Construction, a general | |||||||||
contractor, retired. Investor. | |||||||||||||
Mose E. Thomas, Jr | 64 | 1996 | 1989 | Retired. Real Estate Investor. | |||||||||
Nick Ventimiglia | 63 | 1994 | 1982 | Director and Chief Executive Officer of the | |||||||||
Corporation and of Community Bank of | |||||||||||||
Central California. | |||||||||||||
F. Warren Wayland | 60 | 2004 | 2004 | Partner, Hayashi & Wayland Accountancy | |||||||||
Corp. |
Name | Age | Corporation Executive Since | Bank Executive Since | Principal Occupation During Last Five Years | |||||
---|---|---|---|---|---|---|---|---|---|
Nick Ventimiglia | 63 | 1994 | 1982 | Chairman and Chief Executive Officer of the | |||||
Corporation since December 1994. Chief Executive | |||||||||
Officer of Community Bank of Central California or | |||||||||
its predecessors, since 1982. President of the | |||||||||
Corporation and the Bank from 1994 and 1982, | |||||||||
respectively, to 2002. Organizer, Director, President | |||||||||
and Chief Executive Officer, Bank of Salinas from | |||||||||
1982 to 1994. | |||||||||
John F. McCarthy | 62 | 1994 | 1988 | President of the Corporation and of Community | |||||
Bank of Central California since 2002. Executive | |||||||||
Vice President, Corporate Secretary and Chief | |||||||||
Operating Officer of the Corporation, and of | |||||||||
Community Bank of Central California or its | |||||||||
predecessors, since 1994 and 1988, respectively. | |||||||||
Vice President and Regional Manager, Hibernia | |||||||||
Bank, Salinas from 1986 to 1988. Vice President and | |||||||||
Regional Manager, Crocker National Bank from | |||||||||
1980 to 1986. | |||||||||
Robert M. Stanberry | 65 | 1998 | 1998 | Senior Vice President and Chief Financial Officer of | |||||
the Corporation, and of Community Bank of Central | |||||||||
California or its predecessors, since 1998. Secretary | |||||||||
of the Corporation, and of Community Bank of | |||||||||
Central California or its predecessors, since 2002. | |||||||||
Vice President and Chief Financial Officer, TriCo | |||||||||
Bancshares from 1993 to 1998. | |||||||||
Robert C. Blatter | 44 | 1996 | 1996 | Senior Vice President and Loan Administrator of the | |||||
Corporation, and of Community Bank of Central | |||||||||
California or its predecessors, since 1996. Vice | |||||||||
President, Commercial Loan Officer of Community | |||||||||
Bank of Central California or its predecessors, since | |||||||||
1989. Commercial Banking Officer, Bank of | |||||||||
America from 1985 to 1989. |
Long-Term Compensation | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation | Awards | Payouts | |||||||||||||||
(a) Name and Principal Position | (b) Year | (c) Salary ($) 1/ | (d) Bonus ($) 2/ | (e) Other Annual Compensation ($) 3/ | (f) Restricted Stock Award(s) ($) | (g) Securities Underlying Options/ SARS # 4/ | (h) LTIP Payouts ($) | (j) All Other Compensation ($) 5/ | |||||||||
Nick Ventimiglia, | 2004 | $295,133 | $224,699 | $ 2,040 | - | 18,750 | - | $6,775 | |||||||||
Chairman and | 2003 | $275,267 | $190,075 | $ 1,980 | - | 20,625 | - | $3,000 | |||||||||
Chief Executive Officer | 2002 | $255,000 | $217,706 | $ 1,825 | - | -- | - | $2,750 | |||||||||
John F. McCarthy, | 2004 | $189,380 | $146,431 | $ 2,040 | - | 18,750 | - | $6,925 | |||||||||
President and Chief | 2003 | $181,206 | $123,867 | $ 1,980 | - | 13,750 | - | $3,500 | |||||||||
Operating Officer | 2002 | $175,216 | $141,383 | $ 1,825 | - | -- | - | $3,000 | |||||||||
Robert M. Stanberry, | 2004 | $141,719 | $ 81,742 | $23,530 | - | 18,750 | - | $7,680 | |||||||||
Senior Vice President, | 2003 | $135,602 | $ 69,146 | $ 4,583 | - | 3,478 | - | $3,500 | |||||||||
Chief Financial Officer | 2002 | $131,121 | $ 79,165 | $ 4,127 | - | -- | - | $3,000 | |||||||||
and Corporate Secretary | |||||||||||||||||
Robert C. Blatter, | 2004 | $120,005 | $ 81,742 | -- | - | 18,750 | - | $5,875 | |||||||||
Senior Vice President | 2003 | $114,825 | $ 69,146 | -- | - | 3,478 | - | $2,061 | |||||||||
and Loan Administrator | 2002 | $111,030 | $ 79,165 | -- | - | -- | - | $1,879 | |||||||||
1/ Amounts shown include cash and non-cash compensation earned and received by executive officers as well as amounts earned but deferred at the election of those officers under the Corporation’s 401(k) Plan and Nonqualified Deferred Compensation Plan. 2/ Amounts indicated as bonus payments were earned for performance during 2004, 2003 and 2002. 3/ Other than Mr. Stanberry in 2004, no executive officer received perquisites or other personal benefits in excess of the lesser of $50,000 or 10% of each such officer’s total annual salary and bonus during 2004, 2003 and 2002. The amounts shown for Messrs. Ventimiglia and McCarthy primarily represent the reimbursement of costs associated with club memberships used for business purposes The amounts shown for Mr. Stanberry primarily represent reimbursement for a special assessment on a club membership transferred from the Corporation to Mr. Stanberry in 2001, which membership is used for business and personal purposes. 4/ Amounts shown represent the number of shares granted under the Corporation’s 2004 Stock Option Plan (the “2004 Plan”)and 1994 Stock Option Plan, as amended (the “1994 Plan”), pursuant to which options could be granted to directors and key, full-time salaried, officers and employees of the Corporation and Subsidiaries. The 1994 Plan expired by its terms in 2004. Options granted under the 1994 Plan were either incentive options or nonstatutory options. Options granted under the 1994 Plan became exercisable in accordance with a vesting schedule established at the time of grant. Vesting could not extend beyond ten years from the date of grant. Upon a change in control, options do not become fully vested and exercisable, but may be assumed or equivalent options may be substituted by a successor corporation. Options are adjusted to protect against dilution in the event of certain changes in the Corporation’s capitalization, including stock splits and stock dividends. The Corporation’s 2004 Plan is substantially similar to the 1994 Plan regarding provisions related to option grants, vesting and dilution; however, the 2004 Plan provides that upon a change in control, options become fully vested and exercisable. The options granted in 2004 and 2003 are incentive stock options, however, approximately 12,676 options of the total number of 18,750 granted to Mesrrs. Ventimiglia, McCarthy, Stanberry and Blatter during 2004 may be taxable as nonstatutory options under applicable guidelines of the Internal Revenue Code while the remainder of options granted in 2004 and all of the options granted in 2003 to the named executive officers under the 2004 Plan and 1994 Plan will be accorded incentive stock option tax treatment. All options have an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of grant and have been adjusted to reflect any subsequent stock dividends and stock splits. 5/ Amounts shown for each named executive officer reflect 401(k) matching contributions and the use of an automobile for business and personal purposes. The following table sets forth information concerning options granted during 2004 to the executive officers named in the Summary Compensation Table. OPTION/SAR GRANTS IN LAST FISCAL YEAR |
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (d) | (e) | (f) | (g) | |||||||
Number of Securities Underlying Options/SARS Granted (#) 1/ | Percentage of Total Options/SARS Granted to Employees in Fiscal Year | Exercise of Base Price ($/Sh) | Expiration Date | 5%($) | 10%($) | ||||||||
Nick Ventimiglia | 18,750 | 19 | % | $16.46 | 9/26/2014 | $194,140 | $491,988 | ||||||
John F. McCarthy | 18,750 | 19 | % | $16.46 | 9/26/2014 | $194,140 | $491,988 | ||||||
Robert M. Stanberry | 18,750 | 19 | % | $16.46 | 9/26/2014 | $194,140 | $491,988 | ||||||
Robert C. Blatter | 18,750 | 19 | % | $16.46 | 9/26/2014 | $194,140 | $491,988 | ||||||
1/ All of the options are incentive stock options; however, approximately 12,676 options of the total number of 18,750 granted to each of Mesrrs. Ventimiglia, McCarthy, Stanberry and Blatter during 2004 may be taxable as nonstatutory options under applicable guidelines of the Internal Revenue Code while the remainder of options will be accorded incentive stock option tax treatment. These options are fully vested and have an exercise price equal to the market value on the date of grant. The terms of the 2004 Plan provide that options become exercisable in full in the event of a change of control as defined in the 2004 Stock Option Plan. See also footnote 4 to the Summary Compensation Table. The following table sets forth the number of shares of Common Stock acquired by each of the named executive officers upon the exercise of stock options during fiscal year 2004, the net value realized upon exercise, the number of shares of Common Stock represented by outstanding stock options held by each of the named executive officers as of December 31, 2004 and the value of such options based on the closing price of the Corporation’s Common Stock and certain information concerning unexercised options under the 1994 Stock Option Plan, as amended and the 2004 Stock Option Plan. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND |
(a) | (b) | (c) | (d) | (e) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options/SARS at Fiscal Year-End (#) Exercisable/Unexercisable | Value of Unexercised In-the-Money Options/SARS at Fiscal Year-End ($) Exercisable/Unexercisable 1/ | |||||||||||||
Nick Ventimiglia | -- | -- | 174,288 | / | 13,750 | $2,210,052 | / | $87,989 | |||||||||
John F. McCarthy | 5,000 | $67,400 | 81,113 | / | 9,167 | $ 833,244 | / | $58,659 | |||||||||
Robert M. Stanberry | -- | -- | 64,491 | / | 2,292 | $ 560,528 | / | $14,665 | |||||||||
Robert C. Blatter | 8,319 | $55,722 | 19,896 | / | 2,292 | $ 44,982 | / | $14,665 | |||||||||
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 column (a)) | ||||
---|---|---|---|---|---|---|---|
(a) | (b) | (c) | |||||
Equity compensation | |||||||
plans approved by | 1,767,763 | $8.28 | 1,991,250 | ||||
security holders | |||||||
Equity compensation | |||||||
plans not approved by | -0- | -0- | -0- | ||||
security holders | |||||||
Total | 1,767,763 | $8.28 | 1,991,250 | ||||
/s/ Robert M. Mraule | /s/ C. Edward Boutonnet | /s/ Duncan L. McCarter | |||
Robert M. Mraule, DDS, MD | C. Edward Boutonnet | Duncan L. McCarter | |||
/s/ Michael T. Lapsys | /s/ Mose. E. Thomas, Jr. | ||||
Michael T. Lapsys | Mose E. Thomas, Jr. |
AUDIT COMMITTEE REPORTNOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE CORPORATION’S PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE FOLLOWING REPORT SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILING. The Audit Committee consists of the following members of the Corporation's Board of Directors: Michael T. Lapsys (Chairman), Duncan L. McCarter, Robert M. Mraule (Vice Chairman), Mose E. Thomas, Jr. and F. Warren Wayland. Each such member of the Committee is "independent" as defined under applicable rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, and applicable Nasdaq Listing Rules. The Committee operates under a written charter adopted by the Board of Directors which, among other matters, delineates the responsibilities of the Committee. The Committee’s responsibilities include responsibility for the appointment, compensation, retention and oversight of the work of the Corporation’s independent public accountants engaged (including resolution of disagreements between management and the independent public accountants regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. The Corporation’s independent public accountants report directly to the Committee. The Audit Committee Charter is attached to this Proxy Statement as Appendix B. The Committee has reviewed and discussed the audited financial statements of the Corporation for the fiscal year ended December 31, 2004 with management and Deloitte & Touche LLP, the Corporation’s independent public accountants. The Committee has also discussed with Deloitte & Touche LLP, the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards) as may be modified or supplemented. The Committee has also received the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) as may be modified or supplemented, and the Committee has discussed the independence of Deloitte & Touche LLP with that firm. Based on the Committee’s review and discussions noted above, the Committee recommended to the Board of Directors that the Corporation’s audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 for filing with the Securities and Exchange Commission. Submitted by: |
/s/ Michael T. Lapsys | /s/ F. Warren Wayland | /s/ Duncan L. McCarter | |||
Michael T. Lapsys | F. Warren Wayland | Duncan L. McCarter | |||
/s/ Robert M. Mraule | /s/ Mose E. Thomas, Jr. | ||||
Robert M. Mraule, DDS, MD | Mose E. Thomas, Jr. |
Index | 12/31/1999 | 12/31/2000 | 12/31/2001 | 12/31/2002 | 12/31/2003 | 12/31/2004 | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Central Coast Bancorp | 100 | .00 | 119 | .17 | 161 | .32 | 181 | .13 | 181 | .80 | 256 | .10 | |
S&P 500 | 100 | .00 | 91 | .11 | 80 | .36 | 62 | .55 | 80 | .51 | 89 | .34 | |
Nasdaq Bank Stocks | 100 | .00 | 114 | .23 | 123 | .68 | 126 | .61 | 162 | .88 | 186 | .45 |
Category of Services | Fiscal Year 2004 | Fiscal Year 2003 | |||
---|---|---|---|---|---|
Audit Fees (1) | $393,000 | $267,000 | |||
Audit-Related Fees (2) | -- | 7,000 | |||
Tax Fees (3) | 34,000 | 20,000 | |||
All Other Fees (4) | -- | -- | |||
Total Accounting Fees | $427,000 | $294,000 | |||
CENTRAL COAST BANCORP |
FOR AGAINST ABSTAIN | |||||
---|---|---|---|---|---|
1. To elect as Class I directors of Central Coast Bancorp, management's nominees | |||||
set forth below to serve for a three year term until the 2008 annual meeting of | |||||
shareholders and until their successors are duly elected and qualified. | 2. To ratify the appointment of Deloitte | [ ] | [ ] | [ ] | |
and Touche LLP as independent public | |||||
accountants for the 2005 fiscal year. |
Nominees | |||||
---|---|---|---|---|---|
[ ] FOR ALL DIRECTORS | ( ) Mose E. Thomas | The proxyholders will vote according to their discretion on all other | |||
( ) Louis A. Souza | matters which may properly be presented for action at the meeting. | ||||
[ ] WITHHOLD AUTHORITY | ( ) F. Warren Wayland | ||||
FOR ALL NOMINEE | THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF | ||||
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. THE | |||||
[ ] FOR ALL EXCEPT | BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION | ||||
(See instructions below) | OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND | ||||
"FOR" PROPOSAL NO. 2. THE PROXY WHEN PROPERLY EXECUTED |
WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL | |||||||
BE VOTED "FOR" THE ELECTION OF DIRECTORS NOMINATED BY THE | |||||||
INSTRUCTION: To withhold authority to vote for any individual | BOARD OF DIRECTORS AND "FOR" PROPOSAL NO. 2. | ||||||
nominee, mark "FOR ALL EXCEPT" and fill in the circle next to | |||||||
each nominee you wish to withhold, as show here:(X) | |||||||
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, | |||||||
PLEASE DATE, SIGN AND RETURN THIS PROXY AS PROMPTLY | |||||||
AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE | |||||||
To change the address on your account, please check the box at right and | |||||||
indicate your new address in the address space above. Please note that [ ] | Please check here if you plan to attend the meeting. [ ] | ||||||
changes to the registered name(s) on the account may not be submitted via | |||||||
this method |
Signature of Shareholder Date: Signature of Shareholder Date: |