UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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 Section 240.14a-11(c) or Section 240.14a-12
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(Name of Registrant as Specified In Its Charter)
EAST WEST BANCORP, INC.
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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.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[East West Bancorp Logo]
East West Bancorp, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2000
Notice is hereby given that the annual meeting (the "Meeting") of the
stockholders of East West Bancorp, Inc. (the "Company") will be held at the
Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101
on Wednesday, May 10, 2000, beginning at 1:00 p.m. for the following purposes:
1. Election of Directors. To elect three persons as directors for terms
expiring in 2003 and to serve until his or her successors are elected
and qualified, as more fully described in the accompanying Proxy
Statement.
2. Amendment to Stock Incentive Plan. To approve an amendment to the East
West Bancorp, Inc. Stock Incentive Plan of 1998 (the " Plan") to
increase the number of shares of common stock available for grant under
the Plan.
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 March 27, 2000
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
/s/ Douglas P. Krause
DOUGLAS P. KRAUSE
Executive Vice President, General
Counsel
and Corporate Secretary
San Marino, California
March 27, 2000
[East West Bancorp 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 10, 2000
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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. (the "Company") for use at the annual meeting ("Meeting") of the
stockholders ("Stockholders") of the Company to be held on May 10, 2000 at the
Pasadena Convention Center, 300 East Green Street, Pasadena, California 91101,
at 1:00 p.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 5, 2000. Only Stockholders of record on March
27, 2000 ("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. To elect three persons as directors for terms
expiring in 2003 and to serve until his or her successors are elected
and qualified. The Board of Directors' nominees are:
Jack Liu
James Miscoll
Keith Renken
2. Amendment to Stock Incentive Plan. To approve an amendment to the East
West Bancorp, Inc. Stock Incentive Plan of 1998 (the "Plan") to increase
the number of shares of common stock available for grant under the Plan.
Costs of Solicitation of Proxies
This solicitation of Proxies is made on behalf of the Board of Directors of
the Company and the Company 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 the
Company. It is contemplated that Proxies will be solicited principally through
the mail, but directors, officers and regular employees of the Company or its
subsidiary, East West Bank ("East West Bank"), may solicit Proxies personally
or by telephone. Although there is no formal agreement to do so, the Company
may reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding these proxy materials
to their principals. The Company does not intend to utilize the services of
other individuals or entities not employed by or affiliated with the Company
in connection with the solicitation of Proxies.
1
Outstanding Securities and Voting Rights; Revocability of Proxies
The authorized capital of the Company consists of 50,000,000 shares of
common stock, par value $.001 per share ("Common Stock"), of which 22,421,618
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.
The Company's Certificate of Incorporation does not authorize cumulative
voting. For Proposal No. 1, 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.
Proposal No. 2, the amendment of the Plan, requires the affirmative vote of
the majority of the shares present in person or by proxy at the meeting and
entitled to vote. For these purposes, any broker non-votes on a proposal will
be treated as not entitled to vote and therefore will not affect the outcome.
Abstentions will have the effect of negative votes. 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 the Company 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 and "FOR" the amendment of the Plan.
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 and
"FOR" the amendment of the Plan.
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 the Company mailed its
proxy material for last year's annual meeting 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 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 the Company to own more than 5%
of the outstanding Common Stock, (ii) the directors and nominees for director
of the Company, (iii) the Chief Executive Officer and the four other executive
officers of the Company whose total annual compensation in 1999 exceeded
$100,000 (the "Named Executives"), and (iv) all executive officers and
directors of the Company, as a group:
Common Stock
----------------------------
Number of Shares
Name and Address Beneficially Percent Of
Of Beneficial Owner Owned (1) Class (2)
------------------- ---------------- ----------
CNA Casualty Corporation ..................... 2,000,000(3) 8.92%
CNA Plaza 23 South
Chicago, IL 60685
Wellington Management Company, LLP............ 1,458,800(4) 6.51%
75 State Street
Boston, MA 02109
Boston Partners Asset Management, L.P. ....... 1,211,300(5) 5.40%
28 State Street, 20th Floor
Boston, MA 02109
First Financial Fund, Inc. ................... 1,163,200(6) 5.19%
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-7503
Dominic Ng.................................... 128,196(7) 1.76%
Julia Gouw.................................... 193,474(8) 1.26%
Herman Li..................................... 10,000(9) *
Jack Liu...................................... 5,000(10) *
James Miscoll................................. 10,000 *
Keith Renken.................................. 5,000 *
Edward Zapanta................................ 10,000(11) *
Sandra Wong................................... 10,449(12) *
Douglas Krause................................ 42,675(13) *
Donald Chow................................... 14,306(14) *
All Directors and Executive Officers, as a
group (14 persons)........................... 447,808(15) 3.69%
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* 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 percentage ownership of the person (or group), but are not deemed to
be outstanding as to any other person (or group).
(3) CNA Financial Corporation and Loews Corporation have filed a Schedule
13(G) dated February 19, 1999 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) Wellington Management Company, LLP has filed a Schedule 13(G) dated
February 9, 2000 indicating it has shared voting power for 261,100 shares
and shared dispositive power for 1,458,800 shares, including shares held
by First Financial Fund, Inc.
3
(5) Boston Partners Inc. has filed a Schedule 13(G) dated February 7, 2000
indicating that it is the general partner of Boston Partners Asset
Management, L.P. and as such may be deemed to be the beneficial owner of
shares held by Boston Partners Asset Management, L.P. Mr. Desmond John
Heathwood have filed a Schedule 13(G) dated February 7, 2000 indicating
that he is the principal shareholder of Boston Partners, Inc. and as such
may be deemed to be the beneficial owner of shares held by Boston
Partners, Inc. Boston Partners, Inc. and Mr. Desmond John Heathwood have
each disclaimed beneficial ownership of these securities.
(6) First Financial Fund, Inc. has filed a Schedule 13(G) dated February 14,
2000 indicating it has sole voting power and shared dispositive power for
these shares.
(7) Mr. Ng also holds unexercised exercisable options to purchase 267,468
shares.
(8) 4,000 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. Ms. Gouw also holds unexercised exercisable options to purchase
89,156 shares.
(9) Mr. Li also holds unexercised exercisable options to purchase 2,500
shares.
(10) These shares are owned by Yuan Yi Tsui, the wife of Mr. Liu; Mr. Liu
disclaims any beneficial ownership in such shares. Mr. Liu also holds
unexercised exercisable options to purchase 2,500 shares.
(11) Dr. Zapanta also holds unexercised exercisable options to purchase 2,500
shares.
(12) Ms. Wong has voting and dispositive power over 5,000 of these shares by a
power of attorney from a relative but disclaims any beneficial interest
in such shares. Ms. Wong also holds unexercised exercisable options to
purchase 2,500 shares.
(13) Mr. Krause also holds unexercised exercisable options to purchase 6,250
shares.
(14) Mr. Chow also holds unexercised exercisable options to purchase 2,500
shares.
(15) Excluded from this amount are 379,158 unexercised exercisable stock
options for all directors and executive officers as a group.
PROPOSAL 1: ELECTION OF DIRECTORS
Board of Directors and Nominees
The Company'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 of the Company into three classes of approximately equal
size. Three members shall be elected to a three year term at the annual
meeting of Stockholders in 2000, two members shall be elected to a three year
term at the annual meeting of Stockholders in 2001, and two members shall be
elected to a three year term at the annual meeting of Stockholders in 2002.
The directors proposed for re-election, Jack Liu, James Miscoll, and Keith
Renken, were appointed to the Board of Directors in 1998, 2000 and 2000,
respectively. Messrs. Liu, Miscoll, and Renken 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 Messrs. Liu, Miscoll,
and Renken. In the event that Messrs. Liu, Miscoll or Renken 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 Messrs. Liu,
Miscoll, and Renken 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 the Company acting within their capacity
as such. There are no family relationships among directors or executive
officers of the Company. 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
4
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 Times Mirror Company and Edison International; Mr. Renken is a
director of Pacific Gulf Properties; and Mr. Miscoll is a director of American
International Group, MK Gold Company, 21st Century Industries, U.S.
Foodservice and Westinghouse Air Brake Company.
The following table sets forth certain information with respect to the
Board's nominees for director and the current directors of the Company. All
directors of the Company are also directors of East West Bank. Officers will
serve at the pleasure of the Board of Directors, subject to restrictions set
forth in their employment agreements. See "ELECTION OF DIRECTORS--Executive
Compensation--Employment Agreements and Change of Control Agreements".
Year First
Elected or Current Term
Name of Director Age(1) Appointed(2) to Expire
---------------- ------ ------------ ------------
Nominees for term expiring 2003:
--------------------------------
Jack Liu.................................... 42 1998 2000
James Miscoll............................... 65 2000 2000
Keith Renken................................ 65 2000 2000
Continuing Directors:
---------------------
Edward Zapanta.............................. 61 1998 2001
Julia Gouw.................................. 40 1997 2001
Dominic Ng.................................. 41 1991 2002
Herman Li................................... 47 1998 2002
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(1) As of February 29, 2000.
(2) Refers to the earlier of the year the individual first became a director
of the Company 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 since October 1992, and as Chairman of the Board since
1998. Mr. Ng has held the same positions with the Company since its formation.
Mr. Ng also served as the director in charge of Chinese Business Services for
the international accounting firm of Deloitte & Touche LLP. Mr. Ng currently
serves as a member of the Board of Visitors of The Anderson School at UCLA,
Board of Regents of Loyola Marymount University, and serves as a director of
the Los Angeles Chamber of Commerce and United Way of Greater Los Angeles. Mr.
Ng also serves on the Board of ESS Technology, Inc.
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 the Company since its formation. Ms. Gouw
joined the Bank in July 1989 as Vice President and Controller. Prior to
joining the Bank, Ms. Gouw was a Senior Audit Manager with the international
accounting firm of KPMG Peat Marwick LLP. Ms. Gouw 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 and is a past president of the Financial
Managers Society--Los Angeles Chapter.
Herman Li is Chairman of the C&L Restaurant Group, a franchisee of Burger
King Corporation that owns and operates over 80 outlets throughout the nation.
Mr. Li is an executive committee member of Burger King Corporation's Diversity
Action Council and was honored in 1997 as "Asian Business Owner of the Year"
by the Asian Business Association of Los Angeles.
5
Jack C. Liu, Esq., is with the law firm of Deacons Graham & James, Taiwan,
which he joined in 1999. Mr. Liu was previously the managing partner of
SilkRoad Capital Corp., an investment firm that focuses on Asia-related
investment projects. 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, Richter & Hampton. Mr. Liu specialized in corporate, banking
regulation and real estate investment related legal matters.
James Miscoll is a corporate director and private investor. He is a former
senior management officer of Bank of America, having served as vice chairman
for three years and on the managing committee for ten years; he retired in
1992. Mr. Miscoll currently serves as a director of American International
Group, MK Gold Company, 21st Century Industries, U.S. Foodservice,
Westinghouse Air Brake Company, and several private companies. He is currently
also a trustee of the BankAmerica Giannini Foundation.
Keith Renken is the managing partner of Renken Enterprises, a consulting
company. He is a former senior partner and chairman of the executive committee
of Southern California area of Deloitte & Touche LLP from where he retired in
1992. Mr. Renken currently serves as a director of Pacific Gulf Properties,
Aon, and several private companies. He is currently a professor in the
University of Southern California's Executive in Residence Program.
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 the Company since its
formation. Dr. Zapanta is the Senior Medical Director of HealthCare Partners
Medical Group. Dr. Zapanta currently serves as a director of Times Mirror,
Edison International and the James Irvine Foundation and is a member of 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.
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 East West Bancorp's independent public accountants. The Audit Committee
currently consists of Herman Li, James Miscoll, Keith Renken, Edward Zapanta,
and Jack Liu as its Chairman. The Audit Committee met eight times in 1999. The
Audit Committee of East West Bank consists of the same directors who comprise
the Audit Committee of East West Bancorp. The Audit Committee of East West
Bank meets on the same schedule as the full Board of Directors of East West
Bank.
East West Bancorp does not have a Compensation Committee. 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 of the Bank met three times in 1999. The Compensation
Committee currently consists of Jack Liu, James Miscoll, Keith Renken, Edward
Zapanta, and Herman Li as its Chairman.
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. The Executive Committee met eight times in 1999.
The Executive Committee of East West Bank consists of the same directors who
comprise the Executive Committee of East West Bancorp.
The Board of Directors met nine times during 1999. All of the persons who
were directors of East West Bancorp during 1999 attended 75% or more 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
1999.
6
Compliance with Reporting Requirements of Section 16
Under Section 16(a) of the Exchange Act, the Company'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
the Company with copies of such reports. Specific due dates for these reports
have been established and the Company 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 to the Company during the fiscal
year ended December 31, 1999, all persons subject to the reporting
requirements of Section 16(a) filed all required reports on a timely basis.
Stock Performance Graph
The following graph shows a comparison of stockholder return on the
Company'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 the
Company's Common Stock, through December 31, 1999. The graph was derived from
a very limited period of time, and, as a result, may not be indicative of
possible future performance of the Company's Common Stock.
Comparison of Cumulative Total Returns
Among the Company, Standard & Poor's 500 Index and Western Bank Index
[STOCK PERFORMANCE GRAPH]
Notes:
A. The lines represent quarterly index levels derived from compounded daily
returns that include all dividends.
B. If the quarterly interval, based on the quarter end, is not a trading day,
the preceding trading day is used.
C. The index level for all series was set to 100.0 on 2/8/99.
7
Compensation of Board of Directors
Employees of the Company are not compensated for service as directors of the
Company. 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, 1999, pursuant to the
Company's Incentive Plan, Messrs. Li, Liu, Slosser and Zapanta received 5,000
options to purchase Company Common Stock at an exercise price of $10.00 per
share, which options vest at the rate of 25% per year on each anniversary of
the grant.
Executive Officer Compensation
Summary Compensation Table. It is expected that until the officers of the
Company begin to devote significant time to the separate management of the
Company's business, which is not expected to occur until such time as the
Company becomes actively involved in additional businesses, the officers will
only receive compensation for services as officers and employees of the Bank,
and no separate compensation will be paid for their services to the Company.
The following table sets forth the name and compensation of the Named
Executive Officers for the fiscal years ended December 31, 1999, 1998 and
1997:
Long-term
Compensation
--------------------
Restricted Number of
Stock Stock
Name and principal Annual Annual Awards Options All Other
position Year Salary(1) Bonus ($)(2) Granted Compensation(3)
------------------ ---- --------- -------- ---------- --------- ---------------
Dominic Ng.............. 1999 $477,000 $393,000 14,260 -- $59,447
Chairman, President,
and 1998 431,104 225,000 -- 1,069,875 7,500
Chief Executive Officer 1997 297,637 217,000 -- -- 4,750
Julia Gouw.............. 1999 207,333 180,000 1,969 -- $19,038
Executive Vice
President, 1998 187,763 80,000 -- 356,625 7,361
Chief Financial
Officer, and Director 1997 121,267 51,000 -- -- 3,610
Sandra Wong............. 1999 153,349 42,770 1,449 5,000 606
Executive Vice
President 1998 18,750 5,625 -- 10,000 --
and Chief Credit
Officer
Douglas Krause.......... 1999 143,371 90,000 1,363 -- 5,938
Executive Vice
President, 1998 135,864 40,800 -- 25,000 --
General Counsel, and
Corporate Secretary 1997 121,800 36,500 -- -- --
Donald Chow............. 1999 121,768 65,000 1,147 -- 7,500
Executive Vice
President, 1998 116,615 42,500 -- 10,000 5,553
and Director of
Commercial Lending 1997 105,750 40,000 -- -- 3,353
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(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, 1999 for the Named Executives are as follow:
Dominic Ng--14,260 shares valued at $163,099; Julia Gouw--1,969 shares
valued at $22,520; Sandra Wong--1,449 shares valued at $16,573; Doug
Krause--1,363 shares valued at $15,589; and Don Chow--1,147 shares valued
at $13,119.
(3) Represents employer contributions to the Company's 401(k) Plan and unused
vacation pay. The Company provides the named executive officers with
certain group life, health, medical and other non-cash benefits generally
available to all salaried employees and not included in this column
pursuant to SEC rules.
8
Option Grants
The following stock options were granted during 1999 to the Named Executive
pursuant to the Company's Incentive Plan. No other Named Executives were
granted stock options during 1999.
Option/SAR Grants in the Last Fiscal Year
Percent of
Total Options Hypothetical
Number of Granted to Exercise Value at
Options Employees in Price Expiration Grant
Name Granted(1) FY 1999 ($/Share) Date Date(2)
---- --------- ------------- --------- ---------- ------------
Sandra Wong......... 5,000 6.93% $10.00 11/15/09 $25,900
- --------
(1) The options were granted pursuant to the 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) involving the Company, the options will become exercisable in
full. The options may be amended by mutual agreement of the optionee and
the Company.
(2) The estimated present value at grant date of options granted during fiscal
year 1999 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 6.7%, 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 43.5%; and a
dividend yield of 1.2%, 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
Following the Reorganization, options to purchase shares of Common Stock, no
par value, of the Bank were converted into options to purchase shares of
Common Stock of the Company. The following table sets forth certain
information concerning options held by the Named Executives under the Bank's
Incentive Plan:
Aggregated Option Exercises During Fiscal Year 1999
Option Values on December 31, 1999
Number of Value of Unexercised In-
Unexercised Options the-Money Options
Shares at December 31, 1999 at December 31, 1999
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
Dominic Ng.............. -- -- 267,468 802,407 $384,485 $1,153,460
Julia Gouw.............. -- -- 89,156 267,469 $128,162 $ 384,487
Douglas Krause.......... -- -- 6,250 18,750 $ 8,984 $ 26,953
Sandra Wong............. -- -- 2,500 12,500 $ 3,594 $ 17,969
Donald Chow............. -- -- 2,500 7,500 $ 3,594 $ 10,781
Employment and Change of Control Agreements
The Bank has entered into employment agreements with each 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. For certain executives, the normal six months
severance increases to twenty-four months if the
9
executive is terminated following a change of control. 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 $5.8 million at February 29, 2000.
Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company or the Bank, management of the
Company and the Bank do not believe that the terms thereof would have a
significant anti-takeover effect.
Report of Compensation Committee on Executive Compensation
The 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 1999, the members of the Compensation Committee were Jack Liu, Edward
Zapanta and Herman Li as its Chairman. Each member of the Compensation
Committee is a non-employee director of the Company and the Bank. The Company
has also retained the services of a compensation consultant to provide input
and data to the Compensation Committee.
Set forth below is a report of the Compensation Committee of the Bank
addressing the compensation policies for 1999 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 the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
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, Inc. 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.
10
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 of the Company. 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 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 Company 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 the Company's shareholders. Under its 1998
Stock Incentive Plan, the Company generally grants stock options to all
executives of the Company and 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, the
Company considers individual contributions, business unit performance,
competitive practices, the number of options previously granted, and value of
the stock on the date of the grant. Formal weightings have not been assigned
to these factors.
CEO 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.
11
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 include
the satisfaction by the Bank of goals relating to improvements in Return on
Equity and Return on Asset.
The Chief Executive Officer received stock options in 1998 as set forth in
the Summary Compensation Table. In 1999, Mr. Ng received a grant of 14,260
shares of restricted stock as of July 21, 1999 at a grant price of $10.56, the
price of the stock at the time of the grant; the restricted stock vest at the
end of three years, with accelerated vesting in the event of a change of
control of the Company. No new options were granted in 1999. All of the
options granted have an exercise price equal to the fair market value of the
stock on the date of grant. The number of restricted shares granted to Mr. Ng
are also consistent with the factors described in the prior paragraph for all
executives, with an additional emphasis on placing a material portion of the
Chief Executive Officer's compensation at risk based on the long term stock
price performance of the Company.
POLICY WITH RESPECT TO SECTION 162(m)
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 the Company became publicly held; all stock options
currently granted to executive officers named in the Proxy Statement comply
with this grandfather clause.
Neither the Company nor the Bank is currently compensating any named
executive officers at levels that would cause this limitation on corporate tax
deductions to apply and has no current plans to do so, except that the
compensation of Mr. Ng and Ms. Gouw would, in the event of a termination
without cause or a resignation for good cause, as specified in his or her
employment agreement, would result in compensation in excess of $1,000,000
being paid in that year. 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). The Compensation Committee will,
if it appears that any named executive officer will likely be approaching the
$1,000,000 compensation limitation in the near future, review whether such
payments should be structured so as to qualify as deductible performance-based
compensation.
Dated: March 27, 2000 THE 1999 COMPENSATION COMMITTEE
Herman Li Jack Liu Edward Zapanta
Compensation Committee Interlocks and Insider Participation
No person who served as a member of the Compensation Committee during the
1999 fiscal year is, or ever has been, an officer or employee of the Company
or any of its subsidiaries.
Except as provided herein, there are no existing or proposed material
transactions between the Bank or the Company and any of its executive
officers, directors, or the immediate family or associates of any of the
foregoing persons. Mr. Slosser, a director of the Company and the Bank, whose
term will expire on May 10, 2000 and who is not standing for re-election, is a
senior vice president of Friedman, Billings, Ramsey & Co.,
12
Inc. ("Placement Agent."). The Bank has entered into an agreement whereby the
Placement Agent will provide the Bank financial advisory services through
December 12, 1999. In addition, in connection with the private placement of
the Bank's securities held by the Bank's two former shareholders to certain
investors, the Placement Agent acquired warrants to purchase up to 475,000
shares of Company Common Stock at a per share purchase price of $10.00 which
expires June 12, 2003.
CERTAIN TRANSACTIONS
One of the directors of the Company and the Bank is a guarantor of an
extension credit to two corporations in each of which the director is a
director, executive officer and a beneficial owner of over 10% of a class of
equity securities. The extensions of credit were made in the ordinary course
of business and on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features. As of December 31, 1999, the loans were
performing in accordance with their terms. Except for the stock plans
described above and the Agreement between East-West Bank and the Placement
Agent described under the caption "ELECTION OF DIRECTORS--Executive
Compensation--Compensation Committee Interlocks and Insider Participation,"
none of the directors or executive officers of the Company, 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 the Company.
PROPOSAL 2: AMENDMENT OF THE EAST WEST BANCORP, INC. 1998 STOCK INCENTIVE PLAN
TO INCREASE AVAILABLE SHARES
The Company's Board of Directors has adopted, subject to shareholder
approval, an amendment increasing the total number of shares that may be
granted under the Plan. The amendment to the Plan increases the maximum shares
of common stock that may be issued under the Plan by 1,000,000 to 2,902,000.
The Plan was originally adopted on June 25, 1998 and the number of shares
reserved for issuance was 1,902,000. As of February 29, 2000, there were
38,937 shares available for issuance under the Plan. Options to purchase
1,756,059 shares of stock were outstanding and 91,456 shares of restricted
stock were outstanding on that date. Options to purchase 1,801 shares have
been exercised at an average price of $11.78 per share; 13,747 shares of
restricted stock were issued and forfeited but are not re-issuable because
dividends had been paid on these shares.
The purpose of the Plan is to attract, retain and motivate high quality
personnel and to provide incentives for the promotion of business and
financial success of the Company by providing them with equity participation.
The Board of Directors believes that the remaining shares under the Plan are
insufficient and that additional shares are desirable in order to service the
needs of the Plan and to promote and closely align the interests of new and
current employees of the Company with its shareholders by providing stock-
based compensation. In particular, the Company does not have sufficient
incentive shares available to make incentive shares available for newly hired
employees of the Company, for employees of the recently acquired First Central
Bank and American International Bank, and for employees of banks that may be
acquired in the future. As of the date of the Proxy Statement, there has been
no determination by the Board with respect to future awards under the Plan
other than (i) options for 5,000 shares reserved to be awarded in November
2000 to a senior executive officer under an employment contract and (ii)
options for 18,000 shares reserved under the Spirit of Ownership Program to be
issued to qualifying employees in 2000, with each eligible employee receiving
options to purchase 50 shares. Accordingly, except as set forth above, future
awards are not determinable.
13
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT
OF THE 1998 STOCK INCENTIVE PLAN TO INCREASE AVAILABLE SHARES.
Summary of the Plan. The following is a brief description of the material
features of the Plan. The proposed amendment will not affect any existing
provisions of the Plan except the number of shares that may be granted.
Reference should be made to the full text of the Plan for a complete
description of its terms and conditions. A complete copy of the Plan can be
obtained from the Corporate Secretary's office at the address listed on page
one. The Plan has not been previously amended.
Term; Shares Available. The Plan will expire on June 25, 2008 and (unless
that date is extended) no Plan awards will be granted thereafter. As described
above, the Plan establishes a maximum number of shares available for awards.
The Plan includes rules to calculate the number of shares in the authorized
pool that remain available for grant. Among other things, these rules provide
that awards are counted against the authorized pool whether or not vested;
that when awards are cancelled or expire, shares subject to the awards are
again available for grant; and that if awards are settled in cash, the
authorized pool of shares is increased by the appropriate number of shares.
The number of shares of common stock subject to grant (as well as outstanding
awards and applicable exercise prices) is subject to equitable adjustment by
the Committee in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or similar changes, which may be required in
order to prevent dilution or enlargement of rights.
Administration. The Plan is administered by the Compensation Committee,
which consists of two or more directors who qualify as "outside directors" for
purposes of Section 162(m) of the Code. The Plan generally confers on the
Committee complete authority as to the grant of awards and their terms. The
Committee, in connection with actions involving awards to or transactions by
persons subject to Section 16, adopt procedures to assure the availability of
exemptions from Section 16 (which may involve, for example, referring such
approval to a subcommittee or to the full board of directors).
Eligibility. Persons eligible to participate in the Plan include all
directors, officers, employees and consultants of the Company and its
subsidiaries, including employees who are directors. The Committee is
permitted to select from all persons to whom awards will be granted, and the
nature and amount of such awards. As of December 31, 1999, over 300 persons
held awards under the Plan.
Awards. The Plan authorizes issuance of awards in several forms, including
sales or bonuses of stock, restricted stock, stock options, reload stock
options, stock purchase warrants, other rights to acquire stock, securities
convertible into or redeemable for stock, stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance shares, and an
award may consist of one such security or benefit, or two or more of them in
tandem or in the alternative. Options may be either incentive stock options
("ISOs") or non-incentive stock options ("NISOs"). The terms of all options
and other awards, as well as vesting schedules, are determined by the
Committee. Awards may require, for example, the completion of a specified
period of employment to avoid forfeiture. The Committee may also permit
certain forms of "cashless exercise." Options, restricted stock and other
awards may not be sold, pledged or transferred other than by will or through
the laws of descent and distribution. Prior to the lapse of restrictions,
restricted stock may carry voting rights and participate in cash dividends.
The Committee has discretion to allow participants to defer receipt of cash or
stock due to them on exercise of an option or SAR, or upon lapse or waiver of
restrictions affecting restricted stock.
Change in Control. All awards previously granted by the Company provide
that, if there is a change in control of the Company, all options will become
immediately exercisable and any period of restriction for restricted stock
will end and such awards will become fully vested.
Tax Withholding. Participants generally have the right to satisfy tax
withholding requirements arising from exercise of options, from the lapse of
restrictions on restricted stock, or from other taxable events under the Plan,
by having the Company withhold shares that otherwise would be deliverable.
14
Certain Federal Income Tax Considerations. The tax consequences of the Plan
are complex, and the following discussion deals only with general tax
principles applicable to the Plan under federal law. ISOs are options which
under certain circumstances and subject to certain tax restrictions have
special tax benefits for employees under the Code. NISOs are options which do
not receive such special tax treatment. When the Committee grants an ISO and
when the holder exercises an ISO and acquires common stock, the holder
realizes no income and the Company can claim no deduction. (However, the
difference between the fair market value of the shares upon exercise and the
exercise price is an item of tax preference subject to the possible
application of the alternative minimum tax.) If the holder disposes of the
stock before two years from grant or one year from exercise of the ISO (a
disqualifying disposition), any gain will be deemed compensation and taxed as
ordinary income to the 32 extent of the lessor of (i) the spread between the
option price and the fair market value of the stock at exercise (the spread)
or (ii) the difference between the sale price and the exercise price. If a
disqualifying disposition occurs, the Company can claim a deduction equal to
the amount treated as a compensation. If the one-and two-year holding periods
are satisfied, any gain realized when the shares are sold will be treated as
capital gain, and the Company will receive no corresponding tax deduction.
When the Compensation Committee grants an NISO, the holder realizes no income
and the Company can claim no deduction. On exercise of an NISO, the holder
realizes ordinary income to the extent of the spread and the Company can claim
a deduction for the same amount. When the Compensation Committee grants an
SAR, the holder realizes no income and the Company can claim no deduction. The
cash or the fair market value of stock received on an SAR exercise is taxed to
the holder at ordinary income rates. The Company can claim a deduction in the
same amount at such time. Grants of restricted stock are generally not taxable
to recipients at the time of grant and the Company generally claims no
deduction at that time. The Company will receive a deduction and the holder
will recognize taxable income equal to the fair market value of the stock at
the time the restrictions lapse, unless the holder elects, within thirty days
of notification of the award, to recognize the income on the award date, in
accordance with Section 83 of the Code. If the holder makes an election under
Section 83, the Company receives a corresponding deduction. Any dividends
received on restricted stock prior to the date the recipient recognizes income
on that stock will be taxable compensation income when received and the
Company will be entitled to a corresponding deduction. The grant of restricted
stock does not result in taxable income to the recipient. When the award is
paid or distributed, the full value paid or distributed will be treated as
ordinary income, and the Company will receive a corresponding tax deduction.
Successors. All obligations of the Company with respect to awards will be
binding on any successor to the Company, whether such succession results from
merger, purchase, or other direct or indirect acquisition of all or
substantially all of the Company's business or assets.
Amendments. The Plan permits the Board of Directors to amend, alter or
terminate the Plan in whole or in part at any time. Amendments, suspensions or
terminations of the Plan will not affect any award previously granted without
the written consent of affected participants.
Future Awards. The amount and nature of awards that will be issued under the
Plan for 2000 and subsequent years are not presently determinable. Certain
information concerning 1999 awards under the Plan is presented under the
captions "EXECUTIVE OFFICER COMPENSATION: SUMMARY COMPENSATION TABLE--LONG-
TERM COMPENSATION" on page 8 and "OPTION GRANTS: OPTION/SAR GRANTS IN THE LAST
FISCAL YEAR" on page 9.
INDEPENDENT AUDITORS
The auditors of the Company are Deloitte & Touche LLP, Certified Public
Accountants. Deloitte & Touche LLP performed audit services for the Company's
subsidiary, East West Bank, during 1999, which consisted of the examination of
the financial statements of East West Bank and its affiliates and predecessors
and limited assistance and consultation in connection with filings with the
Securities and Exchange Commission. All professional services rendered by
Deloitte & Touche LLP during 1999 were furnished at customary rates and terms.
15
Representatives of Deloitte & Touche LLP will be present at the Meeting to
respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
Proposals of Stockholders intended to be included in the proxy materials for
the 2001 Annual Meeting of Stockholders must be received by the Secretary of
the Company, 415 Huntington Drive, San Marino, California 91108, by November
12, 2000.
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 the Company, stockholders are urged to review this rule and,
if questions arise, to consult legal counsel prior to submitting a proposal to
the Company.
SEC rules also establish a different deadline for submission of shareholder
proposals that are not intended to be included in the Company's proxy
statement with respect to discretionary voting (the "Discretionary Vote
Deadline"). The Discretionary Vote Deadline for the year 2001 annual meeting
is February 20, 2001 (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, the Company's 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 Company's year 2001 annual meeting.
The Company 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.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended December 31, 1999
accompanies this Proxy Statement. The Annual Report contains consolidated
financial statements of the Company and its subsidiaries and the report
thereon of Deloitte & Touche LLP, the Company's independent auditors.
Stockholders may obtain without charge a copy of the company's 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, 1999 by writing to the Company 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.
/s/ Douglas P. Krause
Douglas P. Krause
Executive Vice President,
General Counsel, and Corporate
Secretary
San Marino, California
March 27, 2000
16
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REVOCABLE PROXY
East West Bancorp, Inc.
Annual Meeting of Stockholders -- May 10, 2000
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 Pasadena Convention Center, 300 East Green Street,
Pasadena, California 91101 at 1:00 p.m., on Wednesday, May 10, 2000, 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 AND FOR APPROVAL OF THE AMENDMENT TO THE EAST
WEST BANCORP, INC. STOCK INCENTIVE PLAN OF 1998. 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: Jack Liu For [_] Withhold Authority [_]
Term Expires 2003
Nominee: James Miscoll For [_] Withhold Authority [_]
Term Expires 2003
Nominee: Keith Renken For [_] Withhold Authority [_]
Term Expires 2003
PLEASE SIGN AND DATE ON REVERSE SIDE
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2. RESOLVED, that the Amendment to the East West Bancorp, Inc. Stock
Incentive Plan of 1998 be adopted, ratified and confirmed.
FOR [_] AGAINST [_] ABSTAIN [_]
3. 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: ________________ , 2000.
-------------------------------
Signature
----------------------
Signature
PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE
PREPAID ENVELOPE PROVIDED.
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