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
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
EAST WEST BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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applies:
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(2) Aggregate number of securities to which transaction
applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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[LOGO]
EAST WEST BANCORP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2001
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of East West Bancorp, Inc. will be held at The Ritz-Carlton
Huntington Hotel, 1401 South Oak Knoll Avenue, Pasadena, California on
Wednesday, May 16, 2001, beginning at 10:30 a.m. for the following purposes:
1. ELECTION OF DIRECTORS. The election of two persons as directors for
terms expiring in 2004 and to serve until his or her successors are
elected and qualified, as more fully described in the accompanying Proxy
Statement; and
2. OTHER BUSINESS. The transaction of such other business as may properly
come before the annual meeting or any postponement or adjournment of the
annual meeting.
Properly signed proxy cards permit the proxy holder named therein to vote on
such other business as may properly come before the Meeting and at any and all
adjournments thereof, in their discretion. As of the date of mailing, the Board
of Directors is not aware of any other matters that may come before the Meeting.
Only those stockholders of record at the close of business on April 2, 2001
shall be entitled to notice of and to vote at the Meeting.
YOUR VOTE IS VERY IMPORTANT. STOCKHOLDERS ARE URGED TO SIGN AND RETURN THE
ENCLOSED PROXY IN THE POSTAGE PREPAID ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER
OR NOT THEY PLAN TO ATTEND THE MEETING IN PERSON. STOCKHOLDERS WHO ATTEND THE
MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON IF THEY WISH TO DO SO.
BY ORDER OF THE BOARD OF DIRECTORS
[LOGO]
DOUGLAS P. KRAUSE
Executive Vice President, General
Counsel
and Corporate Secretary
San Marino, California
March 30, 2001
[LOGO]
EAST WEST BANCORP, INC.
415 HUNTINGTON DRIVE
SAN MARINO, CALIFORNIA 91108
(626) 583-3500
---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2001
---------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors ("Board of Directors") of East West Bancorp,
Inc. for use at the annual meeting ("Meeting") of the stockholders
("Stockholders") to be held on May 16, 2001 at The Ritz-Carlton Huntington
Hotel, 1401 South Oak Knoll Avenue, Pasadena, California, at 10:30 a.m. and at
any adjournment thereof. This Proxy Statement and the enclosed proxy card
("Proxy") and other enclosures are first being mailed to Stockholders on or
about April 12, 2001. Only Stockholders of record on April 2, 2001 ("Record
Date") are entitled to vote in person or by proxy at the Meeting or any
adjournment thereof.
MATTERS TO BE CONSIDERED
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. The election of two persons as directors for
terms expiring in 2004 and to serve until his or her successors are
elected and qualified. The Board of Directors' nominees are:
JULIA GOUW
EDWARD ZAPANTA
2. OTHER BUSINESS. The transaction of such other business as may properly
come before the annual meeting or any postponement or adjournment of the
annual meeting.
COSTS OF SOLICITATION OF PROXIES
This solicitation of Proxies is made on behalf of the Board of Directors of
East West Bancorp and East West Bancorp will bear the costs of solicitation. The
expense of preparing, assembling, printing and mailing this Proxy Statement and
the materials used in this solicitation of Proxies also will be borne by East
West Bancorp. It is contemplated that Proxies will be solicited principally
through the mail, but directors, officers and regular employees of East West
Bancorp may solicit Proxies personally or by telephone. Although there is no
formal agreement to do so, East West Bancorp may reimburse
1
banks, brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding these proxy materials to their principals.
East West Bancorp does not intend to utilize the services of other individuals
or entities not employed by or affiliated with it in connection with the
solicitation of Proxies.
OUTSTANDING SECURITIES AND VOTING RIGHTS; REVOCABILITY OF PROXIES
The authorized capital of East West Bancorp consists of 50,000,000 shares of
common stock, par value $.001 per share ("Common Stock"), of which 23,051,735
shares were issued and outstanding on the Record Date, and 5,000,000 shares of
serial preferred stock, par value $.001 per share, of which no shares were
issued and outstanding on the Record Date. A majority of the outstanding shares
of Common Stock constitutes a quorum for the conduct of business at the Meeting.
Abstentions will be treated as shares present and entitled to vote for purposes
of determining the presence of a quorum. Each Stockholder is entitled to one
vote, in person or by proxy, for each share of Common Stock standing in his or
her name on the books of the Company as of the Record Date on any matter
submitted to the Stockholders.
East West Bancorp's Certificate of Incorporation does not authorize
cumulative voting. For the Proposal, the election of directors, the person
receiving the highest number of votes "FOR" will be elected. Accordingly,
abstentions from voting and votes "WITHHELD" in the election of directors have
no legal effect.
Unless otherwise required by law, the Certificate of Incorporation, or
Bylaws, other proposals that may properly come before the meeting require the
affirmative vote of the majority of shares present in person or by proxy at the
meeting and entitled to vote.
A Proxy for use at the Meeting is enclosed. The Proxy must be signed and
dated by you or your authorized representative or agent. You may revoke a Proxy
at any time before it is exercised at the Meeting by submitting a written
revocation to the Secretary of East West Bancorp or a duly executed proxy
bearing a later date or by voting in person at the Meeting.
If you hold your Common Stock in "street name" and you fail to instruct your
broker or nominee as to how to vote your Common Stock, your broker or nominee
may, in its discretion, vote your Common Stock "FOR" the election of the Board
of Director's nominee.
Unless revoked, the shares of Common Stock represented by properly executed
Proxies will be voted in accordance with the instructions given thereon. In the
absence of any instruction in the Proxy, your shares of Common Stock will be
voted "FOR" the election of the nominee for director set forth herein.
The enclosed Proxy confers discretionary authority with respect to matters
incident to the Meeting and any other proposals which management did not have
notice of at least 45 days prior to the date on which East West Bancorp mailed
its proxy material for last year's annual meting of Stockholders. As of the date
hereof, management is not aware of any other matters to be presented for action
at the Meeting. However, if any other matters properly come before the Meeting,
the Proxies solicited hereby will be voted by the Proxyholders in accordance
with the recommendations of the Board of Directors.
2
BENEFICIAL STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock as
of the Record Date by (i) each person known to East West Bancorp to own more
than 5% of the outstanding Common Stock, (ii) the directors and nominees for
director of East West Bancorp, (iii) the Chief Executive Officer and the four
other executive officers of East West Bancorp and its subsidiaries whose total
annual compensation in 2000 exceeded $100,000 (the "Named Executives"), and (iv)
all executive officers and directors of East West Bancorp and its subsidiaries,
as a group:
COMMON STOCK
---------------------------
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED(1)(2) CLASS(2)
- ------------------- ---------------- --------
Westfield Capital Management Co. Inc. ...................... 1,839,000 7.98%
One Financial Center
Boston, MA 02111
Continental Casualty Corporation ........................... 1,280,000(3) 5.55%
CNA Plaza 23
South Chicago, IL 60685
Dominic Ng.................................................. 566,557(4) 2.46%
Julia Gouw.................................................. 301,786(5) 1.31%
Herman Li................................................... 10,000 *
Jack Liu.................................................... 11,250(6) *
James Miscoll............................................... 12,521(7) *
Keith Renken................................................ 7,500(8) *
Edward Zapanta.............................................. 16,250(9) *
Sandra Wong................................................. 6,687 *
Douglas Krause.............................................. 46,391 *
Donald Chow................................................. 20,045(10) *
All Directors and Executive Officers, as a group 998,987(11) 4.33%
(10 persons)..............................................
- ------------------------------
* Less than 1%.
(1) Except as otherwise noted and except as required by applicable community
property laws, each person has sole voting and disposition powers with
respect to the shares.
(2) Shares which the person (or group) has the right to acquire within 60 days
after the Record Date are deemed to be outstanding in calculating the
ownership and percentage ownership of the person (or group).
(3) CNA Financial Corporation and Loews Corporation have filed a Schedule 13(G)
dated February 12, 2001 indicating shared dispositive power under SEC
interpretations regarding subsidiary control. CNA Financial Corporation and
Loews Corporation have each disclaimed beneficial ownership of these
securities.
(4) 434,937 of these shares are unexercised exercisable options held by Mr. Ng.
(5) 138,312 of these shares are unexercised exercisable options held by Ms.
Gouw. 9,000 of such shares are owned by the Gouw Family Foundation of which
Ms. Gouw is trustee; 300 shares are owned by family members for whom Ms.
Gouw has voting power; Ms. Gouw disclaims any beneficial interest in such
shares.
(6) 6,250 of these shares are unexercised exercisable options held by Mr. Liu.
5,000 of these shares are owned by Yuan Yi Tsui, the wife of Mr. Liu; Mr.
Liu disclaims any beneficial ownership in such shares.
(7) 2,500 of these shares are unexercised exercisable options held by Mr.
Miscoll.
(8) 2,500 of these shares are unexercised exercisable options held by Mr.
Renken.
(9) 6,250 of these shares are unexercised exercisable options held by Mr.
Zapanta.
(10) 5,000 of these shares are unexercised exercisable options held by Mr. Chow.
(11) Included in this amount are 595,749 unexercised exercisable stock options
for all directors and executive officers as a group.
3
COMPLIANCE WITH REPORTING REQUIREMENTS OF SECTION 16(A)
Under Section 16(a) of the Exchange Act, East West Bancorp's directors,
executive officers and any persons holding five percent or more of the Common
Stock are required to report their ownership of Common Stock and any changes in
that ownership to the Securities and Exchange Commission (the "SEC") and to
furnish East West Bancorp with copies of such reports. Specific due dates for
these reports have been established and East West Bancorp is required to report
in this Proxy Statement any failure to file on a timely basis by such persons.
Based solely upon a review of copies of reports provided during the fiscal year
ended December 31, 2000, all persons subject to the reporting requirements of
Section 16(a) filed all required reports on a timely basis.
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND NOMINEES
East West Bancorp's Certificate of Incorporation and Bylaws provide that the
number of directors shall be determined from time to time by the Board of
Directors but may not be less than five. The Board of Directors is currently
composed of seven members. The Bylaws further provide for the division of the
initial directors into three classes of approximately equal size. Two members
shall be elected to a three year term at the annual meeting of Stockholders in
2001, two members shall be elected to a three year term at the annual meeting of
Stockholders in 2002, and three members shall be elected to a three year term at
the annual meeting of Stockholders in 2003.
The directors proposed for re-election, Julia Gouw and Edward Zapanta, were
appointed to the Board of Directors in 1997 and 1998, respectively. Ms. Gouw and
Dr. Zapanta have indicated their willingness to serve and unless otherwise
instructed, Proxies will be voted in such a way as to effect, if possible, the
election of Ms. Gouw and Dr. Zapanta. In the event that Ms. Gouw or Dr. Zapanta
should be unable to serve as a director, it is intended that the Proxies will be
voted for the election of such substitute nominee, if any, as shall be
designated by the Board of Directors. Management has no reason to believe that
Ms. Gouw or Dr. Zapanta will be unavailable.
None of the directors, nominees for director or executive officers were
selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of East West Bancorp acting within their
capacity as such. There are no family relationships among directors or executive
officers of East West Bancorp. As of the date hereof, no directorships are held
by any director with a company which has a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or subject to the requirements of Section 15(d) of the Exchange
Act or any company registered as an investment company under the Investment
Company Act of 1940 except that Mr. Ng is a director of ESS Technology, Inc.;
Dr. Zapanta is a director of Edison International; Mr. Renken is a director of
Pacific Gulf Properties; and Mr. Miscoll is a director of Westinghouse Air Brake
Company, 21st Century Industries, Chela Financial, Encore Productions, and MK
Gold Company: Ms. Gouw and Mr. Krause are directors of East West Securities
Company, Inc., a registered investment company under the Investment Company Act
of 1940.
The following table sets forth certain information with respect to the
Board's nominees for director and the current directors of East West Bancorp.
All directors of East West Bancorp are also directors of East West Bank (the
"Bank"), the principal subsidiary of East West Bancorp. Officers will serve at
the pleasure of the Board of Directors, subject to restrictions set forth in
their employment agreements.
4
SEE "ELECTION OF DIRECTORS--Compensation of Executive Officers--EMPLOYMENT AND
CHANGE OF CONTROL AGREEMENTS".
YEAR FIRST CURRENT
ELECTED OR TERM TO
NAME OF DIRECTOR AGE(1) APPOINTED(2) EXPIRE
- ---------------- -------- ------------ --------
NOMINEES FOR TERM EXPIRING 2004:
Julia Gouw.................................................. 41 1997 2004
Edward Zapanta.............................................. 62 1998 2004
CONTINUING DIRECTORS:
Dominic Ng.................................................. 42 1991 2002
Herman Li................................................... 48 1998 2002
Jack Liu.................................................... 43 1998 2003
James Miscoll............................................... 66 2000 2003
Keith Renken................................................ 66 2000 2003
- ------------------------------
(1) As of March 1, 2001.
(2) Refers to the earlier of the year the individual first became a director of
East West Bancorp or the Bank.
The principal occupation during the past five years of each director and
nominee is set forth below. All directors have held their present positions for
at least five years, unless otherwise stated.
DOMINIC NG has served as a director of the Bank since 1991, as President and
Chief Executive Officer of the Bank since 1992, and as Chairman of the Board
since 1998. Mr. Ng has held the same positions with East West Bancorp since its
formation. Prior to joining the Bank, he was President and CEO of Seyen
Investment Inc. While he was a CPA with Deloitte & Touche LLP, he headed the
Chinese Business Services Group. Mr. Ng serves on the Board of ESS Technology,
Inc. He is also the Campaign Chairman of United Way of Greater Los Angeles and a
member of the Board of Visitors of The Anderson School at UCLA and the Board of
Regents of Loyola Marymount University. Mr. Ng has received numerous awards in
the professional and philanthropic communities during the past decade.
JULIA GOUW has served as Executive Vice President and Chief Financial
Officer of the Bank since 1994 and as a director of the Bank since 1997, and has
held these same positions with East West Bancorp since its formation. Prior to
joining East West Bank in 1989 as Vice President and Controller. Ms. Gouw was a
Senior Audit Manager with KPMG LLP. She is on the Board of Visitors of UCLA
School of Medicine, a member of the Financial Executives' Institute and the
California Society of CPA's.
HERMAN Y. LI is Chairman of the C&L Restaurant Group, a franchisee of Burger
King and Denny's which owns and operates over 85 restaurants throughout the
nation. He is a member of the executive committe of Burger King Corporation's
Diversity Action Council. Mr. Li was honored by the Asian Business Association
of Los Angeles in 1997 as "Asian Business Owner of the Year."
JACK C. LIU, ESQ., is president of the Asia region of Global Gateway, L.P.,
an international company that is a leading provider of telecommunications real
estate facilities throughout the Western United States and Asia Pacific Rim,
which he joined in September 2000. Previously, he was an attorney with a
practice in Los Angeles and Taiwan, where he also served as managing partner of
SilkRoad Capital Corp., an investment firm for Asia-related projects. He
practiced with the law firm of Deacons Graham & James, Taipei office, which he
joined in 1999. Mr. Liu was also formerly of counsel to the international law
firm of Morgan Lewis & Bockius LLP and to the law firm of Sheppard, Mullin,
5
Richter & Hampton. Mr. Liu's legal expertise is in corporate, banking regulation
and real estate investment matters.
JAMES P. MISCOLL is a corporate director and private investor. Mr. Miscoll
had a 30-year career at Bank of America, where he served as Vice Chairman of the
Board for three years and as a member of the managing committee for ten years.
His responsibilities included heading operations throughout Europe and Asia,
Global Retail Bank operations, and the Corporate Account Division. Mr. Miscoll
currently serves as a director of Westinghouse Air Brake Company, 21st Century
Industries, Chela Financial, Encore Productions, MK Gold Company, and several
private companies. He is currently also a trustee of the Giannini Family
Foundation.
KEITH W. RENKEN is the Managing Partner of Renken Enterprises, a consulting
company. He was a leading advisor to Southern California and Pacific Rim
businesses during his 33 years with Deloitte & Touche LLP. He is now a professor
in the University of Southern California "Executive in Residence Program." Mr.
Renken is a director of Pacific Gulf Properties and several private companies.
His many honors include the "Distinguished Business Leader Award" from the Los
Angeles Area Chamber of Commerce.
EDWARD ZAPANTA, M.D. has served as Vice-Chairman of the Board of the Bank
since June 1998 and has held the same position with East West Bancorp since its
formation. Dr. Zapanta is the Senior Medical Director of HealthCare Partners
Medical Group. Dr. Zapanta is also a clinical Professor of Surgery, Department
of Neurosurgery, at the University of Southern California Keck School of
Medicine and also serves on its Overseers Board. He was the founder of Universal
Medi-Co, a multi-specialty medical group, which merged with HealthCare Partners
in 1992. Dr. Zapanta is on the Board of Directors of Edison International and of
The James Irvine Foundation and also serves on the Board of Trustees of the
University of Southern California.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES.
6
COMMITTEES OF THE BOARD OF DIRECTORS
The business of East West Bancorp's Board of Directors is conducted through
its meetings, as well as through meetings of its committees. Set forth below is
a description of the committees of the Board.
The Audit Committee of East West Bancorp reviews and reports to the Board on
various auditing and accounting matters, including the annual audit report from
the independent public accountants. The Audit Committee currently consists of
Jack Liu, Keith Renken, and Herman Li as its Chairman. East West Bank also has
an Audit Committee, which consists of the same directors who comprise the Audit
Committee of East West Bancorp and which meets at the same time as the Audit
Committee of East West Bancorp. The Audit Committees met six times in 2000.
The Executive Committee of East West Bancorp is authorized to exercise
certain powers of the Board of Directors during intervals between the meetings
of the Board of Directors. The Executive Committee currently consists of Dominic
Ng and Julia Gouw. East West Bank also has an Executive Committee, which
consists of the same directors who comprise the Executive Committee of East West
Bancorp. The Executive Committee of East West Bancorp met three times in 2000
and the Executive Committee of East West Bank met 22 times in 2000.
The Compensation Committee of East West Bank establishes executive
compensation policies as well as the actual compensation of the Chief Executive
Officer. The Compensation Committee currently consists of Herman Li, James
Miscoll, and Edward Zapanta as its Chairman. East West Bancorp does not have a
separate Compensation Committee. The Compensation Committee met one time in
2000.
The Board of Directors of East West Bancorp met seven times during 2000. All
of the persons who were directors of East West Bancorp during 2000 attended 100%
of the aggregate of the total number of meetings of the Board of Directors and
the total number of meetings held by the committees on which he or she served in
2000, except that one director did not attend one Board meeting.
COMPENSATION OF DIRECTORS
Employees of East West Bancorp and its subsidiaries are not compensated for
service as directors of East West Bancorp or its subsidiaries. Nonemployee
directors receive an annual retainer of $10,000, plus $1,000 for each Board
meeting attended and $300 for each committee meeting attended. The committee
chair receives an additional $200 for each committee meeting attended. During
the year ended December 31, 2000, pursuant to East West Bancorp's Stock
Incentive Plan, Messrs. Li, Liu, and Zapanta received 5,000 options to purchase
Common Stock at an exercise price of $15.875 per share, Mr. Renken received
10,000 options to purchase Common Stock at an exercise price of $12.1875 per
share, and Mr. Miscoll received 10,000 options to purchase Common Stock at an
exercise price of $11.375 per share; all of these options vest at the rate of
25% per year on each anniversary of the grant.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE. It is expected that until the officers of East
West Bancorp begin to devote significant time to the separate management of East
West Bancorp and East West Bank, which is not expected to occur until such time
as East West Bancorp becomes actively involved in additional businesses, the
officers will only receive compensation for services as officers and employees
of East West Bank, and no separate compensation will be paid for their services
to East West Bancorp.
7
The following table sets forth the name and compensation of the Named Executive
Officers for the fiscal years ended December 31, 2000, 1999, and 1998:
LONG-TERM
COMPENSATION
-----------------------
RESTRICTED NUMBER OF
AWARDS OPTIONS
ANNUAL ANNUAL STOCK STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS ($)(2) GRANTED COMPENSATION(3)
- --------------------------- -------- --------- -------- ---------- ---------- ---------------
Dominic Ng ...................... 2000 $479,755 $500,000 -- 500 43,550
Chairman, President, and Chief 1999 477,000 393,000 14,260 -- 59,447
Executive Officer 1998 431,104 225,000 -- 1,069,875 7,500
Julia Gouw ...................... 2000 $215,496 $200,000 -- 500 35,075
Executive Vice President, Chief 1999 207,333 180,000 1,969 -- 19,038
Financial Officer and Director 1998 187,763 80,000 -- 356,625 7,361
Sandra Wong ..................... 2000 $157,020 $ 35,000 -- 5,500 15,376
Executive Vice President and 1999 153,349 42,770 1,449 5,000 606
Chief Credit Officer 1998 18,750 5,625 -- 10,000 --
Douglas Krause ..................
Executive Vice President, 2000 $149,099 $100,000 -- 500 16,885
General Counsel, and Corporate 1999 143,371 90,000 1,363 -- 5,938
Secretary 1998 135,864 40,800 -- 25,000 --
Donald Chow ..................... 2000 $143,144 $ 45,000 -- 500 14,475
Executive Vice President, and 1999 121,768 65,000 1,147 -- 7,500
Director of Commercial Lending 1998 116,615 42,500 -- 10,000 5,553
- ------------------------------
(1) Includes compensation deferred at election of executive and the year upon
which such compensation was earned.
(2) Dividends are paid on all restricted shares at the same rate and time as on
common shares. The number and aggregate value of restricted stock holdings
as of December 31, 2000 for the Named Executives are as follow: Dominic
Ng--14,260 shares valued at $355,609; Julia Gouw--1,969 shares valued at
$49,102; Sandra Wong--1,449 shares valued at $36,134; Doug Krause--1,363
shares valued at $33,990; and Don Chow--1,147 shares valued at $28,603.
(3) Represents employer contributions to the 401(k) Plan, unused vacation pay,
automobile allowances, and financial planning services. The named executive
officers are also provided with certain group life, health, medical and
other non-cash benefits generally available to all salaried employees and
not included in this column pursuant to SEC rules.
8
OPTION GRANTS
The following stock options were granted during 2000 to the Named Executives
pursuant to East West Bancorp's Stock Incentive Plan.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
PERCENT OF
TOTAL OPTIONS HYPOTHETICAL
NUMBER OF GRANTED TO EXERCISE VALUE AT
OPTIONS EMPLOYEES IN PRICE GRANT
NAME GRANTED(1) FY 2000 ($/SHARE) EXPIRATION DATE DATE(2)
- ---- ---------- ------------- --------- --------------- ------------
Dominic Ng.......................... 500 0.15% $15.875 8/31/2010 $ 4,275
Julia Gouw.......................... 500 0.15% $15.875 8/31/2010 $ 4,275
Douglas P. Krause................... 500 0.15% $15.875 8/31/2010 $ 4,275
Donald Chow......................... 500 0.15% $15.875 8/31/2010 $ 4,275
Sandra Wong......................... 500 0.15% $15.875 8/31/2010 $ 4,275
5,000 1.47% $20.625 11/16/2010 $42,750
- ------------------------------
(1) The options were granted pursuant to the Stock Incentive Plan. The options
become exercisable in annual installments of 25% on each of the first,
second, third and fourth anniversary dates of the grant. The options may be
exercised at any time prior to their expiration by tendering the exercise
price in cash, check or in shares of stock valued at fair market value on
the date of exercise. In the event of a change in control (as defined), the
options will become exercisable in full. The options may be amended by
mutual agreement of the optionee and East West Bancorp.
(2) The estimated present value at grant date of options granted during fiscal
year 2000 has been calculated using the Black-Scholes option pricing model,
based upon the following assumptions: estimated time until exercise of 6.0
years; a risk-free interest rate of 5.1%, representing the interest rate on
a U.S. government zero-coupon bond with a maturity corresponding to the
estimated time until exercise; a volatility rate of 47.5%; and a dividend
yield of 0.8%, representing the current $0.03 per share annualized dividends
divided by the fair market value of the common stock on the date of grant.
The approach used in developing the assumptions upon which the Black-Scholes
valuation was done is consistent with the requirements of Statement of
Financial Accounting Standards No. 123, "ACCOUNTING FOR STOCK-BASED
COMPENSATION."
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information concerning options held
by the Named Executives under East West Bancorp's Stock Incentive Plan:
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR 2000
OPTION VALUES ON DECEMBER 31, 2000
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, 2000 AT DECEMBER 31, 2000
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Dominic Ng........................ -- -- 534,937 535,438 $7,990,621 $7,995,168
Julia Gouw........................ -- -- 178,312 178,813 $2,663,536 $2,668,082
Douglas Krause.................... -- -- 12,500 13,000 $ 186,719 $ 191,250
Sandra Wong....................... -- -- 6,250 14,250 $ 93,359 $ 156,797
Donald Chow....................... -- -- 5,000 5,500 $ 74,688 $ 79,219
9
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
East West Bank has entered into employment agreements with certain of its
executive officers intended to ensure that the Bank will be able to maintain a
stable and competent management base. The agreements provide that should any of
the executives be terminated without cause or, for certain executives, should
they resign for good reason, including a detrimental change in responsibilities
or a reduction in salary or benefits, the Bank shall pay such executive a
designated lump sum. The payments range from six months to three years of base
salary plus certain benefits and bonuses. If all agreements were terminated
without cause following a change in control, such executive officers would be
entitled to receive payments, which are estimated to have an aggregate value of
approximately $6.0 million at March 1, 2001.
Although the above-described employment agreements could increase the cost
of any acquisition of control of East West Bancorp or East West Bank, management
does not believe that the terms thereof would have a significant anti-takeover
effect.
10
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
East West Bank's Compensation Committee (the "Compensation Committee")
establishes the general policies regarding compensation of the Chief Executive
Officer and approves the specific compensation levels for the Chief Executive
Officer. During 2000, the members of the Compensation Committee were Herman Li,
James Miscoll, and Edward Zapanta as its Chairman. Each member of the
Compensation Committee is a non-employee director of East West Bancorp and East
West Bank.
Set forth below is a report of the Compensation Committee of the Bank
addressing the compensation policies for 2000 applicable to the Bank's Chief
Executive Officer.
THE REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION SHALL NOT
BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY
REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT") OR UNDER THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT EAST
WEST BANCORP SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL
NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
OVERALL PHILOSOPHY
The goals of the executive compensation and benefits programs are to enable
the Bank to attract and retain high caliber executives, provide a total
compensation package in a cost effective manner, encourage management ownership
of East West Bancorp common stock and to maximize return to its shareholders.
The philosophy of the Bank is to provide a compensation program that is
designed to reward achievement of the Bank's goals and objectives and to provide
total compensation opportunities that are competitive when compared with those
of comparable financial institutions.
To achieve the compensation and benefits program objectives:
- The principal objective of the salary program is to maintain salaries that
are targeted at the median for comparable positions in similarly sized
financial institutions,
- Annual incentives are designed to reward for overall Bank success and
individual performance and provide total cash compensation opportunities
above competitive levels when warranted by performance,
- The principal objective of the long-term stock-based incentive plan is to
align management's financial interests with those of East West Bancorp's
shareholders, provide incentive for management ownership of East West
Bancorp common stock, support the achievement of long-term financial
objectives, and provide for long term incentive reward opportunities,
Employee benefits are offered to provide a competitive total compensation
program and to encourage retention of key employees.
ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of East West Bank
establishes executive compensation policies as well as the actual salary, bonus
and discretionary benefits of the Chief Executive Officer. Decisions of the
Compensation Committee of East West Bank are subject to review and approval by
the Board of Directors. The Compensation Committee is comprised of three non-
employee directors of East West Bank.
ELEMENTS OF THE COMPENSATION PROGRAM
There are three principal elements of the executive compensation
program--base salary, bonus compensation (annual incentive) and long-term
stock-based incentive compensation (stock options). In
11
determining each component of compensation, the total compensation package of
each executive is considered.
BASE SALARIES
The salary of each executive officer is determined initially according to
competitive pay practices, level of responsibility, prior experience, and
breadth of knowledge, as well as internal equity issues. The Bank uses its
discretion rather than a formal weighting system to evaluate these factors and
to determine individual base salary levels. Thereafter, base salaries are
reviewed on an annual basis, and increases are made based on a subjective
assessment of each executive's performance, as well as the factors described
above.
ANNUAL INCENTIVES
The Bank provides annual incentives to all employees, including executives.
Annual incentives are intended to reward for overall Bank success and individual
performance and provide total cash compensation opportunities above competitive
levels when warranted by performance. The Bank considers individual
contributions, business unit performance, overall corporate performance, and
performance compared to peer banks. Actual awards, if any, are also based on a
subjective assessment of each executive's individual performance. No formal
weightings are assigned to these levels of performance.
Each executive is assigned a bonus range as a percentage of salary, with a
maximum bonus achievable at above average performance from the executive.
LONG-TERM STOCK-BASED INCENTIVES
The Bank believes that long-term incentive compensation opportunities should
be dependent on stock-based measures to strengthen the alignment between
management's interests and those of East West Bancorp's shareholders. Under its
1998 Stock Incentive Plan, East West Bancorp generally grants stock options to
all executives of East West Bancorp and of the Bank. All options have been
granted at an option price not less than the fair market value of the common
stock on the date of grant. Thus, stock options have value only if the stock
price appreciates from the date the options are granted. The result is a focus
by all executives on the creation of shareholder value over the long term.
In determining the number of options granted to individual executives,
individual contributions, business unit performance, competitive practices, the
number of options previously granted, and value of the stock on the date of the
grant are considered. Formal weightings have not been assigned to these factors.
CHIEF EXECUTIVE OFFICER COMPENSATION
The determination of the Chief Executive Officer's salary, bonus and grants
of stock options followed the policies described above for the determination of
all executives' compensation subject to the additional considerations described
below.
Compensation for the Chief Executive Officer, Mr. Ng, was made in accordance
with a three-year employment agreement entered into in June 1998 in connection
with the sale of the Bank by its prior shareholders. The terms of the employment
agreement are described in "Employment and Change of Control Agreements." The
base salary of the Chief Executive Officer is described in the Summary
Compensation Table.
The bonus of the Chief Executive Officer is described in the Summary
Compensation Table. This indicated bonus was determined pursuant to the terms of
Mr. Ng's employment contract and is based primarily on the satisfaction of
performance criteria determined by the Board. The performance criteria
12
include the satisfaction by the Bank of goals relating to return on equity,
return on assets, ratio of non-performing assets to total assets, and increase
in stock price.
The Chief Executive Officer received stock options in 2000 to purchase 500
shares of East West Bancorp's common stock as part of a general grant of 500
shares to each employee of East West Bancorp and its subsidiaries. No other new
options were granted in 2000. All of the options granted have an exercise price
equal to the fair market value of the stock on the date of grant.
POLICY WITH RESPECT TO DEDUCTIBILITY
Section 162(m) of the Internal Revenue Code of 1987, as amended (the
"Code"), generally limits the corporate deduction for compensation paid to
executive officers named in the Proxy Statement to $1,000,000, unless the
compensation qualifies as "performance based" and has been approved in advance
by a vote of its shareholders. Section 162(m) excludes from its deduction limits
any compensation received pursuant to the exercise of a stock option granted
prior to the first shareholder meeting at which directors are to be elected that
occurs after the close of the first calendar year following the calendar year in
which East West Bancorp became publicly held; all stock options currently
granted to executive officers named in the Proxy Statement comply with this
grandfather clause.
Neither East West Bancorp nor East West Bank is currently compensating any
named executive officers at a level that would cause this limitation on
corporate tax deductions to apply (other than for certain possible payments in
the event of a termination without cause or a resignation for good cause, as
specified in certain employment agreements). The Compensation Committee has
accordingly not adopted a formal policy concerning the application of the
Section 162(m) limitation on tax deductions. The Compensation Committee will
continue to monitor the applicability of Section 162(m), and if applicable, will
review whether such payments should be structured so as to qualify as deductible
performance-based compensation.
Dated: March 30, 2001 THE 2000 COMPENSATION COMMITTEE
Edward Zapanta, Chairman
Herman Li
James Miscoll
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Compensation Committee during the
2000 fiscal year is, or ever has been, an officer or employee of East West
Bancorp or any of its subsidiaries.
Except as provided herein, there are no existing or proposed material
transactions between East West Bancorp or East West Bank and any of its
executive officers, directors, or the immediate family or associates of any of
the foregoing persons.
REPORT BY THE AUDIT COMMITTEE
The Audit Committee operates pursuant to a written charter adopted by East
West Bancorp's Board of Directors on May 10, 2000, a copy of which is attached
as Appendix A to this proxy statement.
The Board of Directors, in its business judgment, has determined that each
of the members of the Audit Committee is independent, as required by the
applicable listing standards of the NASDAQ Stock Market, Inc.
13
In performing its function, the Audit Committee has:
- reviewed and discussed the audited financial statements of East West
Bancorp as of and for the year ended December 31, 2000 with management;
- discussed with East West Bancorp's independent auditors the matters
required to be discussed by Statement of Auditing Standards No. 61
(Communication with Audit Committee), as currently in effect; and
- received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as currently in effect,
and has discussed with the independent auditors the independent auditors'
independence.
Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that East West Bancorp's audited financial
statements be included in its Company's Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.
Dated: March 30, 2001 THE 2000 AUDIT COMMITTEE
Herman Li, Chairman
Jack Liu
Keith Renken
THE REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY
REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT EAST WEST BANCORP SPECIFICALLY
INCORPORATES IT BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED TO BE FILED
UNDER SUCH ACTS.
14
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of stockholder return on East West
Bancorp's Common Stock based on the market price of Common Stock assuming the
reinvestment of dividends, with the cumulative total returns for the companies
in the Standard & Poor's 500 Index and the SNL Western Bank Index for the period
beginning on February 8, 1999, the first day of trading in East West Bancorp's
Common Stock, through December 31, 2000. The graph was derived from a limited
period of time, and, as a result, may not be indicative of possible future
performance of the Common Stock.
COMPARISON OF CUMULATIVE TOTAL RETURNS AMONG EAST WEST BANCORP,
THE STANDARD & POOR'S 500 INDEX AND THE SNL WESTERN BANK INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
EAST WEST BANCORP, INC. S&P 500 SNL WESTERN BANK INDEX
2/8/99 100 100 100
6/30/99 104.86 110.93 119.48
12/31/99 119.81 119.48 115.91
6/30/00 151.3 118.98 108.69
12/31/00 263.36 108.6 153.45
PERIOD ENDING
----------------------------------------------------
INDEX 02/08/99 06/30/99 12/31/99 06/30/00 12/31/00
- ----- -------- -------- -------- -------- --------
East West Bancorp, Inc............................. 100.00 104.86 119.81 151.30 263.36
S&P 500............................................ 100.00 110.93 119.48 118.98 108.60
SNL Western Bank Index............................. 100.00 119.48 115.91 108.69 153.45
- ------------------------------
NOTES:
A. The lines represent semiannual index levels derived from compounded daily
returns that include all dividends.
B. If the semiannual interval is not a trading day, the preceding trading day
is used.
C. The index level for all series was set to 100.00 on February 8, 1999.
15
CERTAIN TRANSACTIONS
None of the directors or executive officers of East West Bancorp and its
subsidiaries, or any associate or affiliate of such person, had any other
material interest, direct or indirect, in any transaction during the past year
or any proposed transaction with East West Bancorp and its subsidiaries.
INDEPENDENT AUDITORS
The auditors of East West Bancorp and the Bank are Deloitte & Touche LLP,
Certified Public Accountants. Deloitte & Touche LLP performs both audit and
non-audit professional services for and on behalf of East West Bancorp and its
subsidiaries. During 2000, the audit services included examination of the
consolidated financial statements of East West Bancorp and a review of certain
filings with the Securities and Exchange Commission. All professional services
rendered by Deloitte & Touche LLP during 2000 were furnished at customary rates
and terms.
The following table sets forth information regarding the aggregate fees
billed for services rendered by Deloitte & Touche LLP for the fiscal year ended
December 31, 2000:
Audit Fees.................................................. $189,220
Financial Information Systems Design and Implementation
Fees...................................................... $ 0
All Other Fees.............................................. $ 64,030
Representatives of Deloitte & Touche LLP will be present at the Meeting and
will be provided the opportunity to make a statement and to respond to
appropriate questions which may be asked by stockholders.
PROPOSALS OF STOCKHOLDERS
Proposals of Stockholders intended to be included in the proxy materials for
the 2002 Annual Meeting of Stockholders must be received by the Secretary of
East West Bancorp, 415 Huntington Drive, San Marino, California 91108, by
November 16, 2001.
Under Rule 14a-8 adopted by the Securities and Exchange Commission under the
Exchange Act, proposals of stockholders must conform to certain requirements as
to form and may be omitted from the proxy statement and proxy under certain
circumstances. In order to avoid unnecessary expenditures of time and money by
stockholders and by East West Bancorp, stockholders are urged to review this
rule and, if questions arise, to consult legal counsel prior to submitting a
proposal.
SEC rules also establish a different deadline for submission of shareholder
proposals that are not intended to be included in East West Bancorp's proxy
statement with respect to discretionary voting (the "Discretionary Vote
Deadline"). The Discretionary Vote Deadline for the year 2002 annual meeting is
February 26, 2002 (45 calendar days prior to the anniversary of the mailing date
of this proxy statement). If a shareholder gives notice of such a proposal after
the Discretionary Vote Deadline, proxy holders will be allowed to use their
discretionary voting authority to vote against the shareholder proposal without
discussion when and if the proposal is raised at the year 2002 annual meeting.
East West Bancorp has not been notified by any shareholder of his or her
intent to present a shareholder proposal from the floor at this year's Annual
Meeting. The enclosed proxy card grants the proxy holders discretionary
authority to vote on any matter properly brought before the Annual Meeting.
16
ANNUAL REPORT
The Annual Report for the fiscal year ended December 31, 2000 will also be
mailed to all shareholders. The Annual Report contains consolidated financial
statements of East West Bancorp and its subsidiaries and the report thereon of
Deloitte & Touche LLP, East West Bancorp's independent auditors.
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE ANNUAL REPORT ON FORM
10-K INCLUDING FINANCIAL STATEMENTS REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2000 BY WRITING TO EAST WEST BANCORP AT 415
HUNTINGTON DRIVE, SAN MARINO, CALIFORNIA 91108.
OTHER BUSINESS
Management knows of no business, which will be presented for consideration
at the Meeting other than as stated in the Notice of Meeting. If, however, other
matters are properly brought before the Meeting, it is the intention of the
Proxyholders to vote the shares represented thereby on such matters in
accordance with the recommendation of the Board of Directors and authority to do
so is included in the Proxy.
EAST WEST BANCORP, INC.
[LOGO]
Douglas P. Krause
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND CORPORATE
SECRETARY
San Marino, California
March 30, 2001
17
APPENDIX A
EAST WEST BANCORP, INC.
AUDIT COMMITTEE CHARTER
(Rev. May 10, 2000)
MISSION
The Audit Committee is appointed by the Board to assist the Board in
monitoring
i. the integrity of the financial statements of the Company;
ii. the compliance by the Company with legal and regulatory requirements;
and
iii. the independence and performance of the Company's internal and external
auditors.
MEMBERSHIP
The Audit Committee shall consist of at least three members. The members of
the Audit Committee shall meet the independence and experience requirements of
the NASDAQ Stock Market, Inc. The members of the Audit Committee shall be
appointed by the Board. Each Committee member shall be financially literate or
shall become financially literate within a reasonable period of time after
appointment to the Committee. At least one member of the Committee shall have
accounting or related financial management expertise.
KEY RESPONSIBILITIES
The Company's management is responsible for preparing the Company's
financial statements and the independent auditors are responsible for auditing
those financial statements. The Committee is responsible for overseeing the
conduct of these activities by the Company's management and the independent
auditors. The financial management and the independent auditors of the Company
have more time, knowledge and more detailed information on the Company than do
Committee members. Consequently, in carrying out its oversight responsibilities,
the Committee is not providing any expert or special assurance as to the
Company's financial statements or any professional certification as to the
independent auditor's work. In carrying out its oversight responsibilities, the
Committee shall perform the following functions:
OVERSIGHT OF INDEPENDENT AUDITORS. In the course of its oversight of the
independent auditors as provided under this Charter, the Committee will be
guided by the premise that the independent auditor is ultimately accountable to
the Board and the Committee.
The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the independent auditor.
The Committee shall:
i. receive from the independent auditors annually, a formal written
statement delineating the relationships between the auditors and the
Company consistent with Independence Standards Board Standard Number 1;
ii. discuss with the independent auditors the scope of any such disclosed
relationships and their impact or potential impact on the independent
auditor's independence and objectivity; and
iii. recommend that the Board take appropriate action in response to the
independent auditor's report to satisfy itself of the auditor's
independence.
The Committee shall review the original proposed scope of the annual
independent audit of the Company's financial statements and the associated fees,
as well as any significant variations in the actual scope of the independent
audit and the associated fees.
18
The Committee shall review the independent auditors' report relating to
reportable conditions in the internal control structure and financial reporting
practices.
OVERSIGHT OF INTERNAL AUDITORS. The Committee shall review and discuss with
management and the independent auditors:
i. The quality and adequacy of the Company's internal accounting controls.
ii. Organization of the internal audit department, the adequacy of its
resources and the competence of the internal audit staff.
iii. The audit risk assessment process and the proposed scope of the
internal audit department for the upcoming year and the coordination of
that scope with independent auditors.
iv. Results of the internal auditors' examination of internal controls
together with management's response thereto.
OVERSIGHT OF MANAGEMENT'S CONDUCT OF THE COMPANY'S FINANCIAL REPORTING
PROCESS.
AUDITED FINANCIAL STATEMENTS. The Committee shall review and discuss with
independent auditors the audited financial statements to be included in the
Company's Annual Report on Form 10-K (or the Annual Report to Shareowners if
distributed prior to the filing of Form 10-K) and review and consider with the
independent auditors the matters required to be discussed by the applicable
Statement of Auditing Standards ("SAS"). Based on these discussions, the
Committee will advise the Board of Directors whether it recommends that the
audited financial statements be included in the Annual Report on Form 10-K (or
the Annual Report to Shareowners).
INTERIM FINANCIAL STATEMENTS. The Committee, through its Chairman or the
Committee as a whole, will review, prior to the filing thereof, the Company's
interim financial results to be included in the Company's quarterly reports on
Form 10-Q and the matters required to be discussed by the applicable SAS.
FINANCIAL REPORTING PRACTICES. The Committee shall review, as appropriate,
unless already being reviewed by the Board:
i. Changes in the Company's accounting policies and practices and
significant judgments that may affect the financial results.
ii. The nature of any unusual or significant commitments or contingent
liabilities together with the underlying assumptions and estimates of
management.
ASSIST THE BOARD IN OVERSIGHT OF THE COMPANY'S COMPLIANCE WITH POLICIES AND
PROCEDURES. The Committee shall review and monitor, as appropriate, unless
already being reviewed by the Board:
i. Results of compliance programs.
ii. Significant findings of any examination by regulatory authorities or
agencies.
iii. The adequacy of this Charter. The Committee will recommend to the Board
any modifications to this Charter, which the Committee deems
appropriate, for approval by the Board.
While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.
OUTSIDE ADVISORS
The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee as deemed appropriate by
the Committee.
19
REVOCABLE PROXY
EAST WEST BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS--MAY 16, 2001
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder(s) of East West Bancorp, Inc. (the "Company")
hereby nominates, constitutes and appoints Julia Gouw and Douglas P. Krause, and
each of them, the attorney, agent and proxy of the undersigned, with full power
of substitution, to vote all stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held at The Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll
Avenue, Pasadena, California at 10:30 a.m., on Wednesday, May 16, 2001, and any
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" THE ELECTION OF THE BOARD
OF DIRECTORS' NOMINEES LISTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, THIS PROXY SHALL BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE WITH THE
RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS.
EAST WEST BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
This Proxy will be voted "FOR" the election of the Board of Directors' nominees
unless authority to do so is withheld.
1. ELECTION OF DIRECTORS--
Nominee: Julia Gouw For / / Withhold Authority / /
Term Expires 2004
Nominee: Edward Zapanta For / / Withhold Authority / /
Term Expires 2004
PLEASE SIGN AND DATE ON REVERSE SIDE
2. OTHER BUSINESS. In their discretion, the proxyholders are authorized to
transact such other business as may properly come before the
Meeting and any adjournment or adjournments thereof.
The undersigned hereby ratifies and confirms all that said attorneys and
proxyholders, or either of them, or their substitutes, shall lawfully do or
cause to be done by virtue hereof, and hereby revokes any and all proxies
heretofore given by the undersigned to vote at the Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy
Statement accompanying said notice.
(Please date this Proxy and sign your
name as it appears on your stock
certificates. Executors,
administrators, trustees, etc., should
give their full titles. All joint
owners should sign.)
I (We) / / do / / do not expect to
attend the Meeting.
Dated: _________________, 2001.
_______________________________________
Signature
_______________________________________
Signature
PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE
PREPAID ENVELOPE PROVIDED.