- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Confidential, for Use of the
[_]Preliminary Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SKY FINANCIAL GROUP, INC.
(Name of Registrant as Specified in its Charter)
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ________
(2) Aggregate number of securities to which transaction applies: ___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): _____________
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction: _______________________
(5) Total fee paid: ________________________________________________________
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________________
(2) Form, Schedule or Registration Statement No.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: ____________________________________________________________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
REFLECTING THE COMMUNITIES WE SERVE
SKY FINANCIAL GROUP, INC.
NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT
221 South Church Street
Bowling Green, Ohio 43402
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------
March 5, 2001
To the Shareholders of Sky Financial Group, Inc.:
The Annual Meeting of Shareholders of Sky Financial Group, Inc. (the
"Company") will be held at The Forum Conference Center, One Cleveland Center,
1375 East 9th Street, Cleveland, Ohio 44114, on April 18, 2001 at 10:00 a.m.
(local time) for the purpose of considering and voting upon the following
matters:
1. The election of six (6) Class III Directors to serve a three-year
term until the Annual Meeting of Shareholders in 2004; one (1) Class I
Director to serve the remainder of the term until the Annual Meeting of
Shareholders in 2002; and one (1) Class II Director to serve the remainder
of the term until the Annual Meeting of Shareholders in 2003; and
2. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on February 16, 2001 are
entitled to notice of and to vote at the Annual Meeting of Shareholders. The
Proxy Statement and Annual Report of the Company, including financial
statements for the year-ended December 31, 2000, have been mailed to all
shareholders with this Notice of Annual Meeting.
By Order of the Board of Directors,
W. Granger Souder, Jr.
Secretary
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED.
Sky Financial Group, Inc.
221 South Church Street
Bowling Green, Ohio 43402
----------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
The Board of Directors of Sky Financial Group, Inc. (the "Company") is
soliciting proxies to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on April 18, 2001, and any adjournments thereof.
The Company is a financial services holding company headquartered in Bowling
Green, Ohio. The mailing address of the principal executive offices of the
Company is 221 S. Church Street, Bowling Green, Ohio 43402, and its telephone
number is (419) 327-6300. The Company currently operates three commercial
banking subsidiaries, a trust company, and several related financial service
and data processing companies. Its market area includes Ohio, Pennsylvania,
West Virginia, Michigan, and Indiana.
Each of the 83,117,719 shares of common stock of the Company, without par
value ("Common Stock"), outstanding on February 16, 2001, will be entitled to
one vote on matters acted upon at the Annual Meeting, either in person or by
proxy. The shares represented by all properly executed proxies sent to the
Company or its designee will be voted as designated, and in the absence of
instructions will be voted in the manner recommended by the Board of Directors
of the Company. Any shareholder executing a proxy has the right to revoke it at
any time prior to its exercise, by written notice delivered to the Secretary of
the Company, by subsequently dated proxy, or by voting in person at the Annual
Meeting any time prior to its exercise.
All costs associated with the solicitation of proxies will be paid for by
the Company. Proxies will be solicited primarily by mail, but certain officers
and employees of the Company or its subsidiaries may personally solicit proxies
without additional compensation. Banks, brokers, and other holders of record
will be asked to send proxies and proxy materials to the beneficial owners of
Common Stock to obtain necessary voting instructions, and the Company will
reimburse them for their reasonable expenses.
The proxy materials are first being mailed to shareholders on or about March
5, 2001.
PROPOSAL 1:
ELECTION OF DIRECTORS
Under the Code of Regulations of the Company, the Board of Directors is
divided into three classes designated as Class I, Class II, and Class III. Each
class shall consist of approximately one-third of the total number of
directors, as fixed from time-to-time by the Board of Directors. Directors
serve staggered three-year terms so that directors of only one class are
elected at each annual meeting of shareholders. At this Annual Meeting, certain
individuals have been nominated for election to different classes to assure
that the Board of Directors is divided into classes of approximately equal
size. As of the date of this Proxy Statement, no vacancies exist on the
Company's Board of Directors.
At the Annual Meeting, shareholders will be asked to elect six Class III
Directors, one Class I Director and one Class II Director, as described below.
If any of the Company's nominees are unable to serve, which is not now
contemplated, the proxies will be voted for such substitute nominee(s) as the
Board of Directors recommends or the number of directors constituting the full
Board of Directors may be reduced. In accordance with the Company's Code of
Regulations and Ohio law, if a quorum is present at the Annual Meeting, the
nominees for director who receive the greatest number of votes cast by the
shares present in person or by proxy and entitled to vote at the Annual Meeting
will be elected to serve as directors of the Company. Proxies will be voted in
favor of the nominees named below or any substitutes unless otherwise
instructed by the shareholder.
Abstentions and shares not voted by brokers and other entities holding shares
on behalf of beneficial owners will not affect the election of directors,
because such shares are not considered present for voting purposes.
Information as to Nominees
The following information is provided with respect to each nominee for re-
election at the Annual Meeting. Each person listed below has been nominated for
election for the remaining term of the class, as indicated. Nominations are
made by the Governance Committee of the Board of Directors.
Class III Directors--Term Expires 2004
Period of Service as a
Name, Age, and Certain Biographical Information Director
- ----------------------------------------------- ----------------------
Richard R. Hollington, Jr., 68.................................. Director since 1998;
Senior Partner in the law firm of Baker & Hostetler, LLP. Mr. Director of
Hollington is the brother-in-law of George N. Chandler, II, a subsidiary or
Class II Director of the Company. Mr. Hollington serves as the predecessor since
Company's Lead Director. 1958
Fred H. Johnson, III, 39........................................ Director since 1998;
President and CEO, Summitcrest, Inc., a company which operates Director of
Angus cattle farms. subsidiary or
predecessor since
1987
James C. McBane, 61............................................. Director since 1998;
Principal, McBane Insurance Agency, Inc. Director of
subsidiary or
predecessor since
1964
Gerard P. Mastroianni, 45....................................... Director since 1998;
President, Alliance Ventures, a real estate holding company. Director of
subsidiary or
predecessor since
1996
Robert E. Spitler, 51........................................... Director since 1999;
Managing Partner in the law firm of Spitler, Vogtsberger & Director of
Huffman, LLP. subsidiary or
predecessor since
1987
Joseph N. Tosh, II, 59.......................................... Director since 1998;
Officer, Sky Bank, a subsidiary of the Company; formerly Director of
President and CEO, Century National Bank & Trust Company, which subsidiary or
was acquired by Citizens Bancshares, Inc., a predecessor of the predecessor since
Company. 1986
Class I Director--Term Expires 2002
Period of Service as a
Name, Age, and Certain Biographical Information Director
- ----------------------------------------------- ----------------------
D. James Hilliker, 53........................................... Director since 1998;
Vice President, Better Food Systems, Inc., a company which owns Director of
and operates Wendy's restaurant franchises. subsidiary or
predecessor since
1995
Class II Director--Term Expires 2003
Period of Service as a
Name, Age, and Certain Biographical Information Director
- ----------------------------------------------- ----------------------
Marty E. Adams, 48.............................................. Director since 1998;
Chairman, President and CEO, Sky Financial Group, Inc.; Director of
formerly Vice Chairman of the Board, President and CEO of subsidiary or
Citizens Bancshares, Inc., a predecessor of the Company. predecessor since
1984
2
Information as to Directors Whose Term of Office Continues
The following information is provided with respect to incumbent Class I and
Class II Directors who are not nominees for election at the Annual Meeting.
Class I Directors--Term Expires 2002
Period of Service as a
Name, Age, and Certain Biographical Information Director
- ----------------------------------------------- ----------------------
Jonathan A. Levy, 40............................................ Director since 1999;
Partner, Redstone Investments, a real estate development, Director of
acquisition, and management firm. subsidiary or
predecessor since
1996
Thomas J. O'Shane, 53........................................... Director since 1999;
Senior Executive Vice President, Sky Financial Group, Inc.; Director of
formerly CEO of First Western Bancorp, Inc., which was acquired subsidiary or
by the Company. predecessor since
1988
Edward J. Reiter, 61............................................ Director since 1998;
Senior Chairman, Sky Financial Group, Inc.; formerly Chairman Director of
and CEO, Mid Am, Inc., a predecessor of the Company. subsidiary or
predecessor since
1988
C. Gregory Spangler, 60......................................... Director since 1998;
Chairman, Spangler Candy Company, a manufacturer of candy Director of
products. subsidiary or
predecessor since
1993
Class II Directors--Term Expires 2003
Period of Service as a
Name, Age, and Certain Biographical Information Director
- ----------------------------------------------- ----------------------
George N. Chandler, II, 63...................................... Director since 1998;
Retired Vice President, Cleveland-Cliffs, Inc., a producer of Director of
iron ore pellets and iron ore; Mr. Chandler is the brother-in- subsidiary or
law of Richard R. Hollington, Jr., a Class III Director of the predecessor since
Company. 1997
Robert C. Duvall, 58............................................ Director since 1999;
Retired; formerly Vice President/Finance and Director of Wampum Director of
Hardware Co., an explosives distributor; formerly Director of subsidiary or
Nobel Insurance LTD. predecessor since
1995
Gregory L. Ridler, 54........................................... Director since 1999;
Chairman, Mahoning Valley Region, Sky Bank; formerly President Director of
& CEO, Mahoning National Bank of Youngstown, which was acquired subsidiary or
by the Company. predecessor since
1988
Emerson J. Ross, Jr., 58........................................ Director since 1998;
Manager, Corporate Community Relations, Owens Corning, a Director of
manufacturer of building materials and composite products. subsidiary or
predecessor since
1988
3
BOARD OF DIRECTORS
MEETINGS, COMMITTEES, FUNCTIONS, AND COMPENSATION
The Board of Directors of the Company held eight regular and no special
meetings in 2000. Each director attended at least 75% of the total meetings of
the Board of Directors and its committees held in 2000. To assist in carrying
out its responsibilities, the Board of Directors has established five standing
committees which are described below.
Executive Committee
The members of the Executive Committee of the Board of Directors are Marty
E. Adams, James C. McBane, Thomas J. O'Shane, Edward J. Reiter, C. Gregory
Spangler, Joseph N. Tosh, II, and Richard R. Hollington, Jr., who serves as
Chairperson. The Executive Committee met four times in 2000. The Executive
Committee exercises all powers of the Board of Directors in the management of
the business and affairs of the Company while the Board of Directors is not in
session, subject to certain limitations.
Audit Committee
The members of the Audit Committee of the Board of Directors are Emerson J.
Ross, Jr., C. Gregory Spangler, and Fred H. Johnson, III, who serves as
Chairperson. The Audit Committee met five times in 2000. Included among the
oversight functions of the Audit Committee are (i) the appointment of the
Company's independent auditors; (ii) review of the external audit plan and the
results of the auditing engagement; (iii) review of the internal audit plan and
results of the internal audits; and (iv) review of the adequacy of the
Company's system of internal control. The Audit Committee has adopted a
charter, which is attached to this Proxy Statement as Appendix A. The Company's
securities are listed on the NASDAQ National Market, and all members of the
Audit Committee meet the independence standards of the NASDAQ.
Risk Management Committee
The members of the Risk Management Committee of the Board of Directors are
Jonathan A. Levy, Gregory L. Ridler, and George N. Chandler, II, who serves as
Chairperson. The Risk Management Committee met four times in 2000. The Risk
Management Committee is responsible for reviewing the adequacy of systems and
procedures controlling risk throughout the Company, and its subsidiaries,
including credit risk, interest rate risk, market risk, legal risk, reputation
risk and transaction risk.
Governance Committee
The members of the Governance Committee of the Board of Directors are
Emerson J. Ross, Jr., Jonathan A. Levy, and Robert C. Duvall, who serves as
Chairperson. The Governance Committee met eleven times in 2000. The Governance
Committee is responsible for making independent recommendations to the Board of
Directors as to best practices for Board governance and evaluation of Board
performance, and further serves as the Company's nominating committee,
selecting individuals for election to the Board of Directors and considering
incumbent directors for nomination for re-election. The Governance Committee
considers shareholder nominations for directors in accordance with the
Company's Code of Regulations.
Compensation Committee
The members of the Compensation Committee of the Board of Directors are
Robert C. Duvall, Gerard P. Mastroianni, Robert E. Spitler, and D. James
Hilliker, who serves as Chairperson. The Compensation Committee met six times
in 2000. The Compensation Committee is responsible for the oversight and
administration of the compensation and benefit plans of the Company and its
subsidiaries. The Compensation
4
Committee oversees (i) the Company's compensation strategy, policies, and
programs; (ii) the compensation levels of directors and executive management;
(iii) management development and succession planning; and (iv) administration
of the Company's employee benefit plans.
Compensation Committee Interlocks and Insider Participation
Members of the Compensation Committee, or their associates, were customers
of or had transactions with the Company or the Company's banking or other
subsidiaries in the ordinary course of business during 2000, and additional
transactions may be expected to take place in the future. All outstanding loans
to directors and their associates, and purchases and placements of investment
securities and other financial instruments included in such transactions, were
made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral where applicable, as those prevailing
at the time for comparable transactions with other persons, and did not involve
more than normal risk of collectibility or present other unfavorable features.
Compensation of Directors
Each director of the Company receives an annual cash retainer of $12,000. In
addition, non-employee directors receive a fee of $1,000 for each Board of
Directors meeting attended and a fee of $500 for each committee meeting
attended. Committee chairpersons receive an additional fee of $250 for each
committee meeting attended. Each non-employee director received a grant of an
option to purchase 565 shares of the Company's Common Stock pursuant to the
Amended and Restated 1998 Stock Option Plan for Non-Employee Directors.
5
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
Generally, under the rules of the Securities and Exchange Commission, a
person is deemed to be the beneficial owner of a security with respect to which
such person, through any contract, arrangement, understanding, relationship, or
otherwise, has or shares voting power (which includes power to vote, or direct
the voting of, such security) or investment power (which includes power to
dispose of, or direct the disposition of, such security). In addition, a person
is deemed to be the beneficial owner of a security if he or she has the right
to acquire such voting or investment power over the security within sixty days,
for example, through the exercise of a stock option.
The following table shows the beneficial ownership of the Company's Common
Stock as of December 31, 2000, by (i) each person who is the beneficial owner
of more than five percent of the outstanding shares of the Company's Common
Stock; (ii) each director of the Company; (iii) each executive officer named in
the Summary Compensation Table on page 8; and (iv) all directors and executive
officers as a group.
Amount and Nature
of Beneficial
Ownership as of
December 31, Percent of Class
Five Percent Holder 2000 (1), (2) (if 1% or Greater)
- ------------------- ----------------- ------------------
Sky Financial Group, Inc. ............... 8,218,830(3) 9.8%
Directors and Executive Officers
- --------------------------------
Marty E. Adams .......................... 223,994
George N. Chandler, II................... 678,789(4)
Robert C. Duvall......................... 98,596
D. James Hilliker........................ 111,650
Richard R. Hollington, Jr. .............. 605,383(5)
Fred H. Johnson, III..................... 180,771
Frank J. Koch............................ 53,790
Jonathan A. Levy......................... 56,144
Gerard P. Mastroianni.................... 46,076
James C. McBane.......................... 234,512(6)
Thomas J. O'Shane........................ 291,644
Edward J. Reiter......................... 329,161
Gregory L. Ridler........................ 49,663
Emerson J. Ross, Jr. .................... 49,383
W. Granger Souder, Jr. .................. 63,065
C. Gregory Spangler...................... 58,514
Robert E. Spitler........................ 135,006
Kevin T. Thompson........................ 33,484
Joseph N. Tosh, II....................... 276,655
All Directors and Executive Officers as a
group................................... 3,576,277 4.26%
(1) Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates, and certain affiliated companies as to which
beneficial ownership may be disclaimed.
(2) The amounts shown represent the total shares owned outright by such
individuals together with shares issuable upon the exercise of currently
vested, but unexercised stock options. Specifically, vested but unexercised
options entitle the following individuals to acquire the indicated number
of shares: Mr. Adams, 68,616; Mr. Chandler, 22,409; Mr. Duvall, 14,311; Mr.
Hilliker, 41,759; Mr. Hollington, Jr., 31,588; Mr. Johnson, 10,171; Mr.
Koch, 25,608; Mr. Levy, 20,662; Mr. Mastroianni, 25,900; Mr. McBane,
29,627; Mr. O'Shane, 149,262; Mr. Reiter, 172,647; Mr. Ridler, 7,483; Mr.
Ross, 34,468; Mr. Souder, 48,565; Mr. Spangler, 50,905; Mr. Spitler,
17,410; Mr. Thompson, 27,323; Mr. Tosh, 101,232; and all directors and
executive officers as a group, 899,944.
6
(3) Sky Trust, N.A., the Company's trust company subsidiary, was deemed
beneficial owner of portions of the referenced number of shares based upon
its sole or shared voting or investment power over the shares. Sky Trust
holds the shares solely in a fiduciary or custodial capacity under numerous
trust relationships, none of which represents more than five percent of the
Company's outstanding shares. Sky Trust, in its fiduciary capacity, held
8,218,830 shares of the Company's Common Stock on December 31, 2000. The
Company disclaims beneficial ownership of the shares which may be deemed to
be beneficially owned by Sky Trust.
(4) Mr. Chandler disclaims beneficial ownership of the reported shares of
Common Stock, all of which are pending estate disposition.
(5) The number of shares of Common Stock shown as beneficially owned by Mr.
Hollington includes 73,716 shares owned by his wife, for which Mr.
Hollington disclaims beneficial ownership.
(6) The number of shares of Common Stock shown as beneficially owned by Mr.
McBane includes 36,300 shares held in trust for the benefit of his wife,
for which Mr. McBane disclaims beneficial ownership.
7
EXECUTIVE COMPENSATION
The following table is a summary of certain compensation awarded, paid to,
or earned by the Company's Chief Executive Officer and its other four most
highly compensated executive officers (the "Named Executives").
Summary Compensation Table
Annual Compensation Long Term Compensation
---------------------------------------- ------------------------------
Securities
Other Annual Underlying All Other
Name/Title Year Salary Bonus Compensation(1) Option/SARs(2) Compensation(3)
- ---------- ---- -------- --------- --------------- -------------- ---------------
Marty E. Adams.......... 2000 $550,504 $ 277,894 17,600 $ 102,109
Chairman, President and 1999 500,912 457,551 44,000 62,886
CEO 1998 346,154 265,000 54,791 82,956
Sky Financial Group,
Inc.
Thomas J. O'Shane....... 2000 275,462 119,176 11,000 49,920
Senior EVP 1999 343,235 140,250 27,500 2,023,148
Sky Financial Group, 1998 341,898(4) 160,920(4) 17,583(4) 12,502(4)
Inc.
Kevin T. Thompson....... 2000 210,353 84,949 6,600 29,164
EVP and CFO 1999 180,547 127,683 16,500 17,229
Sky Financial Group, 1998 39,577(5) 23,746(5) 26,620 0
Inc.
Frank J. Koch........... 2000 185,311 110,000 4,400 30,976
EVP, Senior Credit 1999 167,803 118,670 11,000 19,189
Officer 1998 131,730 75,000 20,664 30,340
Sky Financial Group,
Inc.
W. Granger Souder, 2000 175,294 70,791 4,400 28,986
Jr. ................... 1999 158,581 112,148 11,000 18,617
EVP, General Counsel 1998 151,660 102,100 28,811 13,310 31,608
Sky Financial Group,
Inc.
- --------
(1) Benefits classified as Other Annual Compensation that did not exceed the
lesser of $50,000 or 10% of the Named Executive's annual salary and bonus
are not reported. In 1998, Other Annual Compensation for Mr. Souder
includes the value of his company automobile ($28,811), which was
transferred to him in connection with the Company's elimination of this
benefit for officers of the Company.
(2) Options granted have been adjusted for the stock splits, stock dividends,
and similar occurrences affecting all outstanding shares.
(3) In 2000, All Other Compensation for Messrs. Adams, O'Shane, Thompson, Koch
and Souder consists of contributions under the Company's ESOP Pension Plan,
Profit Sharing Plan and 401(k) Plan (Mr. Adams, $17,000; Mr. O'Shane,
$17,000; Mr. Thompson, $11,900; Mr. Koch, $17,000; and Mr. Souder,
$17,000). Also included are amounts accrued under the Company's
supplemental retirement plan (Mr. Adams, $83,806; Mr. O'Shane, $31,537; Mr.
Thompson, $16,804; Mr. Koch, $13,398; and Mr. Souder, $11,765); and group
term life insurance and bank owned life insurance premiums paid by the
Company (Mr. Adams, $1,304; Mr. O'Shane, $1,383; Mr. Thompson, $460; Mr.
Koch, $578; and Mr. Souder, $221). In 1999, all Other Compensation for
Mr. O'Shane includes $2,007,941 paid by First Western by operation of the
change in control provisions of his employment contract with First Western
Bancorp, Inc.
(4) Reflects compensation paid to Mr. O'Shane by First Western Bancorp, Inc.
(5) Reflects portion of 1998 during which Mr. Thompson was employed by the
Company.
8
Stock Options
The following table sets forth information concerning 2000 grants to the
Named Executives of options to purchase Common Stock under the Company's 1998
Stock Option Plan for Employees.
Option Grants Table
Potential
Realizable Value
at Assumed Rates
of Stock Price
Option Grants in Last Fiscal Appreciation for
Year Option Term(1)
------------------------------- -----------------
Number of
Securities % of Total Exercise
Underlying Options Price
Options Granted to Per Expiration
Name Granted Employees Share Date 5% 10%
- ---- ---------- ---------- -------- ---------- -------- --------
Marty E. Adams.......... 17,600(2) 6.3% $15.45 9/20/10 $171,009 $433,370
9,850(3) 5.5 16.75 12/29/10 103,760 262,948
Thomas J. O'Shane....... 11,000(2) 4.0 15.45 9/20/10 106,881 270,857
9,868(3) 5.5 16.75 12/29/10 103,949 263,428
Kevin T. Thompson....... 6,600(2) 2.4 15.45 9/20/10 64,128 162,514
6,728(3) 3.8 16.75 12/29/10 70,873 179,605
Frank J. Koch........... 4,400(2) 1.6 15.45 9/20/10 42,752 108,343
3,582(3) 2.0 16.75 12/29/10 37,733 95,662
W. Granger Souder, Jr... 4,400(2) 1.6 15.45 9/20/10 42,752 108,343
597(3) 0.3 16.75 12/29/10 6,289 15,937
- --------
(1) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the Securities and Exchange Commission and are
not intended to forecast possible future appreciation, if any, in the
market value of the Common Stock.
(2) Grant Options--Options were granted as 2000 compensation under the
Company's 1998 Stock Option Plan for Employees ("Employee Option Plan") on
September 20, 2000 and vest over five years in the following increments:
40% on the second anniversary of the grant date and an additional 20% on
each successive anniversary of the grant date. The option exercise price is
not adjustable except for stock splits, stock dividends and similar
occurrences affecting all outstanding shares.
(3) Elective Options--Options were granted under the Employee Option Plan on
December 29, 2000 in exchange for the individual's voluntary forfeiture of
a portion of 2001 salary. Elective options are fully vested on the grant
date. The option exercise price is not adjustable except for stock splits,
stock dividends, and similar occurrences affecting all outstanding shares.
Fiscal Year-End Option/SAR Values
Number of Shares
Underlying Value of Unexercised
Unexercised Options /SARs at In-the-Money Options /Sars
Shares 12/31/00 at 12/31/00
Acquired on Value ------------------------------- -------------------------------
Name Exercise(#) Realized($) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($)
- ---- ----------- ----------- -------------- ---------------- -------------- ----------------
Marty E. Adams.......... 0 0 71,720 93,544 55,295 22,880
Thomas J. O'Shane....... 81,781 1,016,344 149,262 38,501 790,349 14,300
Kevin T. Thompson....... 0 0 27,323 39,072 0 8,580
Frank J. Koch........... 0 0 27,007 27,381 26,952 5,720
W. Granger Souder, Jr... 0 0 48,565 30,258 129,795 11,924
9
Employment Contracts and Change in Control Arrangements
Employment Agreements
Employment agreements are in effect between the Company and certain key
executives (including Mr. Adams, Mr. O'Shane and Mr. Koch).
The employment agreement with Mr. Adams is for an initial five year term and
automatically renews for an additional one year upon each anniversary of the
agreement commencing with the third such anniversary, unless prior notice not
to renew is given. The agreement provides for an initial base salary of
$500,000 for Mr. Adams, which may not be reduced during the term of the
agreement. Mr. Adams is eligible to receive an annual target bonus equal to at
least 40% of such base salary.
Mr. Adams' agreement provides for payments upon the executive's termination
without "cause" or for "good reason" (as defined in the agreement), or if the
agreement is not renewed by the Company, equal to the greater of (i) the sum of
Mr. Adams' annual base salary plus targeted annual bonus ("Annual Cash
Compensation") multiplied by the number of whole and partial years remaining in
the employment term as it existed immediately preceding termination, or (ii)
three times Annual Cash Compensation. Welfare benefit continuation will be
provided for the remainder of the term. If such termination occurs during the
two-year period following a "Change in Control," Mr. Adams would receive the
greater of the termination payment described above, or three times the sum of
his highest annual rate of base salary and his highest annual bonus during the
three-year period immediately prior to the date of termination, and continued
welfare benefits for the longer of three-years or the remaining period of the
term as it existed immediately prior to termination. Upon any such termination
all stock options granted after the effective time shall vest and become
immediately exercisable in full.
If any payments pursuant to the agreements or otherwise would be subject to
any excise tax under the Internal Revenue Code, the Company will provide an
additional payment such that the executive retains a net amount equal to the
payments he would have retained if such excise tax had not applied.
In connection with the acquisition of First Western Bancorp, Inc., the
Company entered into an employment agreement with Mr. O'Shane for a term of ten
years. The agreement provides for an initial base salary of $275,000, which may
not be reduced during the term of the agreement. Mr. O'Shane is entitled to
receive an annual targeted bonus equal to at least 50% of such base salary.
Mr. O'Shane's agreement provides for a lump sum payment upon the executive's
termination without "cause" or for "good reason" (as defined in the agreement),
equal to the sum of Mr. O'Shane's annual base salary plus the average of the
prior two bonuses paid, times the number of whole and partial years remaining
in the employment term. Additionally, the agreement provides that upon Mr.
O'Shane's voluntary termination of employment after the third anniversary of
the agreement, without "good reason," the Company shall pay to the executive an
amount equal to the product of Mr. O'Shane's annual base salary times the
number of whole and partial years remaining in the employment term, provided
that Mr. O'Shane agrees to the terms of a covenant not-to-compete for a period
of two years following termination.
Citizens Bancshares, Inc., the Company's predecessor, entered into an
employment agreement with Mr. Koch, which was assumed by the Company as a
result of the October 1998 merger of Citizens and Mid Am. The agreement is
automatically extended for an additional two-year period on each anniversary of
the agreement, unless the Company gives notice of non-renewal. The agreement
provides for a base salary at least equal to the annual salary paid in the
preceding year, a bonus at the discretion of the Company, and participation in
the Company's profit sharing, health and welfare plans on a basis consistent
with other Company executives. The agreement contains a "change in control"
provision, which triggered a twenty-four month continuing obligation.
10
Change in Control Agreements
Change in control agreements are in effect between the Company and certain
key executives, including Mr. Thompson and Mr. Souder (the "Change in Control
Agreements").
Pursuant to the Change in Control Agreements, the Company and its
subsidiaries may terminate an executive officer's employment for any reason or
for no reason, with or without notice. The Change in Control Agreements do not
change the individual's status as employees at will under the laws of the State
of Ohio. In the event of an involuntary termination or diminution of status
without cause after a change in control (as defined in the agreements), the
executive officers are entitled to compensation payable in a lump sum or
monthly installments equal to a percentage of the individual's average total
compensation for the immediately preceding two years. The applicable percentage
is two hundred percent for Mr. Thompson and two hundred fifty percent for Mr.
Souder. The Company and its subsidiaries are not obligated to pay any amount
which is in excess of the then maximum amount which is deductible for federal
income tax purposes.
11
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is comprised of four non-employee directors who
are not eligible to participate in management compensation programs. The Board
of Directors has delegated to the Committee responsibility for the oversight
and administration of all compensation and benefit plans of the Company. The
Committee retained Buck Consultants, an independent compensation consulting
firm and Crowe, Chizek and Company, LLP, to advise the Company on matters of
short-term and long-term compensation, respectively, for 2000.
Compensation Policies
The Committee has adopted a performance-driven compensation philosophy,
which seeks to directly link pay to individual results as well as contributions
toward team and organizational results. Organizational results are measured in
terms of achieving both current and long-term strategic objectives, as
established by the Board of Directors from time-to-time. The intended result of
this linkage is the alignment of management's interests with those of the
Company's shareholders.
The Company's compensation program includes three core components: base
salary, annual cash incentive, and long-term incentive compensation. The
Committee manages all three components on an integrated basis to achieve the
following objectives: to attract and retain highly qualified management; to
provide short-term incentive compensation which varies directly with the
Company's financial performance; and to link long-term compensation directly
with long-term stock price performance.
Base Salary
Base salaries for executive management are established annually by the
Committee. The Committee also considers the recommendations of the Chief
Executive Officer as to setting salaries of all employees, to assure that
salaries are competitively established. Salary ranges are determined for each
executive position, based upon peer group survey data comprised of reasonably
comparable financial services holding companies. For 2000, the Committee
established the two-year objective of targeting executive management base
salaries at the 50th percentile of the salary range for the specific position,
adjusted for individual performance.
Annual Incentive Compensation
Corporate-wide incentive compensation awards play a key role in implementing
the Company's strategy of attracting and retaining qualified executive officers
by rewarding quality performance. The Company 's annual cash incentive
compensation is based on short-term performance, including (i) achievement of
corporate or subsidiary net income and earnings per share goals established by
the Boards of Directors; (ii) achievement of work group or departmental goals;
and (iii) individual performance. These criteria are weighted on the basis of
the participant's job responsibilities and ability to affect the financial
performance of the Company or the participant's subsidiary. For example, an
award to a senior vice president is comprised of 70% corporate earnings
performance and 30% individual and/or workgroup performance, while a bank
teller's criteria is weighted 80% on individual and banking center performance
and 20% on corporate earnings performance. Incentive compensation for each of
the executive officers identified in the Summary Compensation Table is awarded
solely on the basis of the consolidated financial performance of the Company.
Awards under the incentive plan are paid on a matrix, with the payout
corresponding to varying levels of achievement in the financial, work group,
and individual performance perspectives. Target and maximum bonus percentages
for Mr. Adams were 50% and 100% of base salary, respectively. Target and
maximum bonus percentages for Messrs. O'Shane, Thompson, Koch, and Souder were
40% and 80% of base salary, respectively. No incentive awards are payable to a
plan participant if the Company or the individual's subsidiary, as applicable,
fails to meet minimum levels of financial performance established by its
respective Board of Directors.
12
Long-Term Incentive Compensation
The Committee considers long-term stock-based compensation as an essential
tool to aligning the interests of management with that of the Company's
shareholders. In its evaluation of the appropriate level of long-term stock-
based compensation, the Committee considers industry peer group data, the
Company's prior long-term incentive compensation practice, and the number of
stock options outstanding relative to the number of shares of the Company's
common stock outstanding. Non-qualified options to purchase common stock of the
Company were granted to executive officers under the 1998 Stock Option Plan for
Employees to encourage these individuals to manage the Company in a manner that
would increase long-term shareholder value. Options were granted at an exercise
price of 100% of the common stock's market value on the grant date, vest in
increments over five years, and will expire 10 years from the date of grant
unless the optionee no longer serves as an employee or director of the Company
or a subsidiary. Options were granted by the Committee using the Black-Scholes
option valuation model and taking into consideration other factors such as
dilution, the number of shares of the Company's common stock outstanding, the
Company's financial performance, and the officer's individual performance. In
2000, the Committee also considered, but did not take action upon, the issuance
of Incentive Stock Options and restricted stock as additional forms of long-
term incentive compensation.
Other long-term compensation includes Company contributions under the Profit
Sharing Plan and the Employee Stock Ownership Pension Plan. Profit Sharing Plan
contributions are made by the Company if corporate earnings targets set by the
Board of Directors are achieved. Contributions under the ESOP are a function of
annual cash compensation and are invested in the Company's common stock.
Chief Executive Officer's Compensation
The Committee established Mr. Adams' base salary for 2000 at $550,000 after
considering factors such as the Company's financial performance as measured by
ROE and earnings per share, the achievement of the Company's strategic
objectives, the development of sound management practices, and comparative
compensation data. Using similar criteria, the Committee established Mr. Adams'
annual cash incentive opportunity at a range of 50% to 100% of base salary, and
granted non-qualified stock options to acquire 16,000 shares of Company common
stock at the market price as of the date of grant. Adjusted for the Company's
subsequent 10% stock dividend, the grant represents an option to acquire 17,600
shares of Company common stock at a strike price of $15.45.
Respectfully submitted,
The Compensation Committee
D. James Hilliker, Chairperson
Robert C. Duvall
Gerard P. Mastroianni
Robert E. Spitler
13
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total shareholder
returns for the Company, the Nasdaq Bank Index, and the Russell 2000 Index for
the five-year period ended December 31, 2000. The total shareholder return
assumes a $100 investment in the common stock of Citizens Bancshares, Inc., the
Company's predecessor, and each index on December 31, 1995, and that all
dividends were reinvested.
[LINE CHART]
Sky Russell NASDAQ
Financial 2000 Bank
Group Index Index
---------- ---------- ----------
1995 100 100 100
1996 116 116 129
1997 259 142 224
1998 210 139 192
1999 183 168 181
2000 175 163 212
14
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Directors and executive officers of the Company and their associates were
customers of, or had transactions with, the Company or the Company's banking or
other subsidiaries in the ordinary course of business during 2000. Additional
transactions may be expected to take place in the future. All outstanding loans
to directors and executive officers and their associates, commitments and
sales, purchases and placements of investment securities, and other financial
instruments included in such transactions were made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral where applicable, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than normal risk of
collectibility or present other unfavorable features. During 2000, the Company
retained Baker & Hostetler, LLP, a law firm in which Mr. Hollington is a Senior
Partner, for the provision of certain legal services at competitive rates. Also
during 2000, Foxgate Farms, Inc., and its affiliated entities paid interest on
certain real estate loans to the Company in the normal course of business. Mr.
Spitler has a greater than ten percent interest in Foxgate Farms, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Securities Exchange Act of 1934, members of the
Board of Directors and certain executive officers of the Company and its
subsidiaries file periodic reports with the Securities and Exchange Commission
disclosing their beneficial ownership of Common Stock. During 2000, and based
solely upon a review of such reports, the Company believes that all filing
requirements under Section 16 were complied with on a timely basis.
AUDITORS
During 2000, the Company engaged Crowe, Chizek and Company LLP to provide
audit services for the Company and its subsidiaries and to provide certain non-
audit services including advice on accounting, tax, and reporting matters.
Pursuant to the recommendation of the Audit Committee, the Board of Directors
has retained Crowe, Chizek and Company LLP as its independent auditors for
2001. A representative of Crowe, Chizek and Company LLP will be at the Annual
Meeting of Shareholders and such representative will have an opportunity to
make a statement if he desires to do so, and will be available to respond to
appropriate questions.
AUDIT COMMITTEE REPORT
The Company's Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the year-ended December 31,
2000. In addition, the Committee has discussed with Crowe, Chizek and Company
LLP (Crowe Chizek), the independent auditing firm for the Company, the matters
required by Statements on Auditing Standards No. 61, Communications with Audit
Committees.
The Committee also has received the written disclosures from Crowe Chizek
required by Independence Standards Board Standard No. 1, and have discussed
with Crowe Chizek its independence from the Company.
Based on the foregoing discussions and reviews, the Committee has
recommended to the Company's Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 for filing with the Securities and Exchange Commission.
15
In accordance with rules issued in 2000 related to auditor independence, the
table below shows fees for services rendered by Crowe Chizek to the Company and
its affiliates during fiscal year 2000.
Audit Fees (including reviews of Forms 10-Q)..................... $ 187,000
Financial Information Systems Design and Implementation Fees..... $ 0
All Other Fees................................................... $1,413,566
The Committee has been provided with information regarding the services
provided by Crowe Chizek and has considered the compatibility of such services
with maintaining the auditors' independence.
Respectfully submitted,
The Audit Committee
Fred H. Johnson, III, Chairperson
Emerson J. Ross, Jr.
C. Gregory Spangler
2002 SHAREHOLDER PROPOSALS
To be considered eligible for inclusion in the Company's Proxy Statement for
the 2002 Annual Meeting of Shareholders, a proposal must be made by a qualified
shareholder and received by the Company at its principal office in Bowling
Green, Ohio, prior to November 6, 2001. Any shareholder who intends to propose
any other matter to be acted upon at the 2002 Annual Meeting of Shareholders
must inform the Company not less than sixty nor more than ninety days prior to
the meeting; provided, however, that if less than seventy-five days' notice or
prior public disclosure of the date of the meeting is given to shareholders,
notice by the shareholder must be received not later than the close of business
on the fifteenth day following the earlier of the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. If
notice is not provided by that date, the persons named in the Company's proxy
for the 2002 Annual Meeting will be allowed to exercise their discretionary
authority to vote upon any such proposal without the matter having been
discussed in the proxy statement for the 2002 Annual Meeting.
16
OTHER BUSINESS
The Board of Directors of the Company is not aware of any other matters that
may come before the Annual Meeting. However, the enclosed proxy will confer
discretionary authority with respect to matters which are not now known to the
Board of Directors and which may properly come before the meeting.
March 5, 2001 By Order of the Board of Directors,
W. Granger Souder, Jr.
Secretary
17
Appendix A
SKY FINANCIAL GROUP, INC.
AUDIT COMMITTEE CHARTER
Statement of Purpose
The Audit Committee shall assist the Sky Financial Group, Inc. (the Company)
Board of Directors in fulfilling its oversight responsibility to the Company's
current and potential shareholders and the investment community relating to:
the reliability and integrity of the accounting policies and financial
reporting and disclosure practices of the Company; management's establishment
and maintaining of processes to assure that an adequate system of internal
control is functioning within the Company; and compliance with applicable laws,
regulations, and Company policies. This Charter shall be reviewed and approved
annually by both the Audit Committee and the Board of Directors.
Responsibilities and Authorized Actions
In fulfilling its responsibilities, the Audit Committee shall:
. Recommend independent auditors for nomination each year to the Board for
its concurrence and approval. Although Company management will often be
centrally involved in the selection process, the Audit Committee and the
Board shall have the ultimate authority and responsibility to select,
evaluate, and, where appropriate, replace the independent auditor. Concur
with independent audit fees negotiated by management for each annual
audit of the Company.
. Establish the duties and responsibilities of the Internal Audit
Department (Internal Audit) and approve the Internal Audit Charter and
Policy documents.
. Review and concur in the appointment, replacement, reassignment, or
dismissal of the Internal Audit Director.
. Confirm and assure the independence of the independent auditor and the
objectivity of Internal Audit and assist in preserving their
independence, including the review of a formal written statement from the
independent auditor delineating all relationships and compensation
between the Company and the independent auditor, consistent with
standards issued by the Independence Standards Board. Any disclosed
relationships or services which may impact the objectivity and
independence of the auditor shall be acted upon by the Audit Committee or
the Board to ensure the auditor's continuing independence.
. Prior to commencement of each annual audit of the Company, meet and
review with the independent auditor the scope of their audit procedures
and any consulting, tax, or other non-audit services to be provided to
the Company or its subsidiaries. Consider the need for expansion of the
audit into areas of particular concern to the Directors.
. Approve the risk assessment methodology and scope of the annual Internal
Audit Plan of the Company for the ensuing year and concur with
significant changes in planned activities. Consider the need for
expansion of audits into areas of particular concern to the Directors.
Periodically review the adequacy of Internal Audit staffing levels and
staff qualifications.
. Ascertain that a coordinated audit effort exists between the independent
auditor and Internal Audit for the annual audit of the Company in order
to assure completeness of coverage, reduction of redundant efforts, and
effective use of audit resources. Provide an open avenue of communication
between the independent auditor, Internal Audit, and the Board in order
to maintain their independence from management of the Company and assist
them in performing their respective functions.
18
. Cause the independent auditor to conduct an interim financial review in
accordance with Statement on Auditing Standards #71 prior to the
Company's filing of its form 10-Q. Ensure that the auditor discusses
matters described in AU section 380, Communications With the Audit
Committee, with the Company's Audit Committee Chairman, the Internal
Audit Director, and management. Such discussion should include matters
relating to significant adjustments, management judgments and accounting
estimates, significant new accounting policies and disagreements with
management.
. Cause suitable examination(s) in accordance with 12 CFR 9 to be completed
at any Company subsidiaries (or departments of subsidiaries) which
provide fiduciary services. Such examinations shall be performed either
in conjunction with a risk-based, continuous trust audit program or at
least once each calendar year.
. Concurrent with the completion of each annual audit, meet and review with
the independent auditor and management the results of the audit and the
form and content of the published annual financial statements.
. Review the audit and management internal control reports rendered by the
independent auditor and Internal Audit with particular concern for any
qualifications or significant findings noted in their reports. Ascertain
that Company management has replied to issues raised in such reports and
obtain satisfaction that corrective action is taken when deemed
necessary. Ascertain that Internal Audit follows up to determine that
corrective action was taken and is achieving the desired results.
. Through periodic meetings with the independent auditor, Internal Audit,
regulators, and appropriate company management:
- Determine the adequacy and effectiveness of accounting and financial
controls within the Company and elicit any recommendations for any
areas in which new or more detailed control procedures are desirable.
Particular emphasis should be given to reviewing the adequacy of such
controls in the areas of ethical conduct and conflicts of interest,
regulatory requirements, and financial reporting procedures.
- Review the potential impact of recent and prospective pronouncements
and developments in accounting and regulatory matters on the Company's
financial statements and accounting policies.
- Discuss with the independent auditor their judgments about the quality
of the Company's accounting principles as applied in its financial
reporting, including matters relating to the consistency of application
of the Company's accounting policies and the clarity, consistency, and
completeness of the accounting information contained in the financial
statements and related disclosures.
- Inquire as to any difficulties encountered in the course of audit work,
including any restrictions on the scope of activities or access to
required information.
- Inquire as to significant risks or potential exposures and assess the
steps management has taken to monitor such risk to the Company.
. Meet with the independent auditor, the Director of Internal Audit, and/or
management in separate executive sessions to discuss any matters that the
Committee or these groups believe should be discussed privately with the
Audit Committee.
. Report periodically to the Board on significant matters and make
recommendations as deemed appropriate based upon results of the
Committee's activities. Submit the minutes of all Committee meetings to
the Board of Directors.
. Conduct or authorize investigations and inquiries into any matters within
the Committee's scope of responsibilities. The Committee shall be
empowered to retain its own independent counsel, accountants,
19
or other consultants to assist in the conduct of any investigation or to
perform other special assignments on behalf of the Committee.
. Do such other things and take such other actions as, in the judgment of
the Committee, are necessary or prudent to fulfill the responsibilities
of the Committee.
Composition and Membership
The Audit Committee shall be comprised solely of at least three (3)
Directors independent of management who are free from any relationship or
service to the Company that, in the opinion of the Board of Directors, might
interfere with their exercise of independent judgment in carrying out their
responsibilities as a Committee member. Any of the following relationships
shall preclude a current or prospective Audit Committee member from being
considered independent:
a. The Director being employed by the Company or any of its affiliates
within the past three (3) years;
b. The Director accepting any compensation in excess of $60,000 during
the prior calendar year from the Company or any of its affiliates, other
than compensation for Board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
c. The Director being a member of the immediate family of an individual
who is, or who has been in any of the past three (3) years, employed by the
Company or any of its affiliates as an executive officer;
d. The Director being a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
corporation made, or from which the corporation received, payments that
exceeded 5% of the Company's or business organization's annual consolidated
gross revenues or $200,000, whichever is more, in any of the past three (3)
years;
e. The Director being employed as an executive of another entity where
any of the Company's executives serve that entity's compensation committee.
It shall be the responsibility of each Director to immediately disclose to
the Audit Committee Chairman any of the relationships described in this
section, or any other such relationship which, either in fact or in
appearance, might impact the independent judgment of the Director in their
service as a member of the Audit Committee.
Notwithstanding the above independence requirements, one Director who is
not a current employee or an immediate family member of an employee may be
appointed to the Audit Committee if the Board, under exceptional and limited
circumstances, determines that membership on the Committee by the Director is
required by the best interests of the Company and its shareholders. If such a
Director is appointed to the Audit Committee, the Company shall disclose the
nature of the Director's relationship and the reasons for the Board's
determination in the next annual proxy statement subsequent to such
determination.
Each member of the Audit Committee must also be financially literate,
defined as the ability to read and understand fundamental financial
statements, or become so within a reasonable period of time after his or her
appointment to the Committee. Additionally, at least one Audit Committee
member shall have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication.
Appointments to the Committee shall be made by the Chairman of the Board
and shall conform to Company's Code of Regulations and all applicable legal
and regulatory criteria, as appropriate under the circumstances. Members shall
be appointed annually for a term of one (1) year. The Chairman of the
20
Committee will be chosen by the Chairman of the Board unless, in the opinion of
the Board, the appointment should be made directly by the Board. The Chairman
shall preside over the meetings of the Committee and may call special meetings,
in addition to those regularly scheduled, and will report to the Board the
actions and recommendations of the Committee.
The Committee may have in attendance such representatives of Company
management, Internal Audit, the independent auditor, or others as it may deem
necessary to provide the necessary information to carry out its duties.
Meetings
The Audit Committee shall meet no less than four (4) times per year with
special meetings called by the Committee Chairman as deemed necessary.
21
[Logo of Sky Financial Group]
www.skyfi.com
Attn: Camille Nunnari
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SKY FINANCIAL GROUP, INC.
PROXY VOTING INSTRUCTION CARD
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON APRIL 18, 2001
The undersigned hereby appoints Robert C. Duvall and C. Gregory
Spangler, each of them, proxies, with the powers the undersigned would
possess if present with full power of substitution, to vote all common
shares of the undersigned in Sky Financial Group, Inc., at the Annual
Meeting and at any adjournment or postponement thereof, upon all subjects
that may properly come before the Annual Meeting, including the matters
described in the Proxy Statement furnished herewith, subject to any
directions indicated on this card. If no directions are given, the proxies
will vote for the election of all listed nominees, and at their discretion,
on any other matter that may properly come before the Annual Meeting.
(Continued, and to be signed and dated, on the reverse side.)
SKY FINANCIAL GROUP, INC.
P.O. BOX 11486
NEW YORK, N.Y. 10203-0486
- --------------------------------------------------------------------------------
Attn: Camille Nunnari
- --------------------------------------------------------------------------------
[LOGO]
Dear Shareholder,
Enclosed is your Notice of Annual Meeting of Shareholders and related Proxy
Statement for our 2001 Annual Meeting. Also enclosed is the Company's Annual
Report for 2000.
The business of the 2001 Annual Meeting, including the matter to be voted upon
as described in the Notice and Proxy Statement, will be conducted on April 18,
2001, at 10:00 a.m. at The Forum Conference Center, One Cleveland Center, 1375
East 9th Street, Cleveland, Ohio. You are welcome to attend this Annual Meeting
of Shareholders.
The matters to be acted upon at the meeting are important to you as a
shareholder. Therefore, whether or not you plan to attend, we urge you to
complete and return the proxy card at your earliest convenience.
We look forward to seeing you at our Annual Meeting.
Sincerely,
/s/ Marty E. Adams
Marty E. Adams
Chairman, President and CEO
Please Detach Proxy Card Here
. .
- --------------------------------------------------------------------------------
---------------------------
---------------------------
Directors recommend a vote FOR Proposal 1.
1. Election of all Nominees FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
for Director listed below for all nominees listed below
Nominees for Director in Class III: Richard R. Hollington, Jr.; Fred H. Johnson, III; James C. McBane;
Gerard P. Mastroianni, Robert E. Spitler; and
Joseph N. Tosh, II.
Nominee for Director in Class I: D. James Hilliker.
Nominee for Director in Class II: Marty E. Adams.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions__________________________________________________________
Please check the box to the right if you
wish to attend the Annual Meeting
PLEASE SEE LETTER TO
SHAREHOLDERS FOR DETAILS.
Address Change and/or
Comments Mark Here
Please be sure to sign and date the Proxy Voting
Instruction Card. When signing as attorney,
executor, administrator, trustee, or guardian,
please give full title as such. If more than one
owner, all should sign.
Dated: _______________________________ , 2001
___________________________________________
Signature(s)
___________________________________________
Signature(s)
PLEASE DATE, SIGN, AND MAIL THIS PROXY TO THE BANK OF NEW YORK. AN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Votes MUST be indicated (x)
in black or blue ink. [X]
Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning it in the Enclosed Envelope
- --------------------------------------------------------------------------------
3530