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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
WSFS FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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/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:
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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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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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WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
March 23, 2001
Dear Stockholder:
I am pleased to invite you to attend the Annual Meeting of Stockholders of WSFS
Financial Corporation (the "Company"), to be held at The DuPont Country Club,
Rockland Road, Wilmington, Delaware 19880 on Thursday, April 26, 2001 at 4:00
p.m. At this meeting, stockholders will be asked to consider a proposal to
re-elect four directors whose terms are expiring.
Your vote is important regardless of how many shares of Company stock you own.
If you hold stock in more than one account or name, you will receive a proxy
card for each account. Please sign and return each card since each represents a
separate number of shares. Postage-paid envelopes are provided for your
convenience.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF WHETHER
YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE. This will not prevent you from voting
in person but will assure that your vote is counted if you are unable to attend
the meeting.
Sincerely,
Marvin N. Schoenhals
Chairman, President and Chief Executive Officer
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 26, 2001
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of WSFS Financial
Corporation (the "Company") will be held at The DuPont Country Club, Rockland
Road, Wilmington, Delaware 19880 on Thursday, April 26, 2001, at 4:00 p.m., for
the purpose of considering and acting upon the following:
1. Election of four directors for terms of three years each.
2. Such other matters as may properly come before the meeting or any
adjournment thereof.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or any date or dates to which, by original
or later adjournment, the Annual Meeting may be adjourned. The Board of
Directors has fixed the close of business on March 16, 2001, as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting.
By Order of the Board of Directors,
Mark A. Turner
Executive Vice President
Chief Financial Officer and Secretary
March 23, 2001
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2001
This Proxy Statement and the accompanying proxy card are being furnished to
stockholders of WSFS Financial Corporation (the "Company") by the Board of
Directors in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders of the Company to be held on April 26, 2001, and at any
adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 23, 2001.
VOTING AND REVOCABILITY OF PROXIES
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the nominees for directors as set forth.
The proxy confers discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where the nominee is
unable to serve or for good cause will not serve, and with respect to matters
incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker no votes will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any time.
Unless so revoked, the shares represented by properly executed proxies will be
voted at the Annual Meeting and any adjournments or postponements thereof.
Proxies may be revoked by written notice to the Secretary of the Company at the
address above or by the filing of a later dated proxy prior to a vote being
taken on the proposal at the Annual Meeting. A proxy will not be voted if a
stockholder attends the Annual Meeting and votes in person. The presence of a
stockholder at the Annual Meeting will not revoke such stockholder's proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Annual Meeting consist of the Company's
common stock, $.01 par value per share (the "Common Stock"), the holders of
which are entitled to one vote for each share of Common Stock held except in
elections of directors, in which holders have cumulative voting rights. The
close of business on March 16, 2001 has been fixed as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). As of the Record Date, the Company had 10,038,634
shares of Common Stock outstanding. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting is required for a quorum.
1
Stock Ownership of Certain Beneficial Owners
Persons and groups beneficially owning in excess of 5% of the Common Stock are
required to file certain reports with respect to such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth, as of the Record Date, certain information as to those persons
who have filed the reports required of persons beneficially owning more than 5%
of the Common Stock or who were known to the Company to beneficially own more
than 5% of the Company's Common Stock outstanding at the Record Date.
Amount and Nature
Of Beneficial Percent
Name Ownership (1) of Class
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Peninsula Capital Partners, L.P. (2) 909,411 shares 8.94 %
Quaker Capital Management Corporation (3) 751,925 shares 7.39 %
Wellington Management Company, LLP (4) 705,200 shares 6.93 %
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has or shares voting or investment power with
respect to such Common Stock or has a right to acquire beneficial ownership
at any time within 60 days from the Record Date. As used herein, "voting
power" is the power to vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition of shares. Except
as otherwise noted, ownership is direct, and the named individuals and
group exercise sole voting power over the shares of the Common Stock.
(2) Includes 899,500 shares owned by Peninsula Capital Partners, L.P., an
investment partnership controlled by R. Ted Weschler, a director of the
Company. Mr. Weschler disclaims beneficial ownership of these shares.
Shares also include 9,311 shares held directly by Mr. Weschler and 600
shares of Common Stock that may be acquired through the exercise of options
within 60 days of the Record Date. The address of Peninsula Capital
Partners, L.P. is 404-B East Main Street, Charlottesville, VA 22902.
(3) According to the Statement on Schedule 13G of Quaker Capital Management
Corporation, 718,250 shares are held by its investment advisory clients as
to which it disclaims beneficial ownership. Quaker Capital Management
Corporation has shared voting and investment power with respect to 436,950
shares. The address of Quaker Capital Management Corporation is 404 Wood
Street, Suite 1300, Pittsburgh, PA 15222.
(4) According to the Statement on Schedule 13G of Wellington Management
Company, LLP, shares are held by its investment advisory clients as to
which it shares voting or investment power. The address of Wellington
Management Company, LLP is 75 State Street, Boston, Massachusetts 02109.
2
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors is currently fixed at eleven members. The Board of
Directors is divided into three classes. The members of each class are elected
for a term of three years and until their successors are elected and qualified;
provided that in the event the number of directors has been increased during the
preceding year and such new directorships have been filled by action of the
Board of Directors, the terms of those newly appointed directors expire at the
annual meeting when the class to which they have been elected expires. Each of
the current members of the Board of Directors of the Company also serves on the
Board of Directors of the Company's principal subsidiary, Wilmington Savings
Fund Society, Federal Savings Bank ("WSFS" or the "Bank"). In accordance with
the Delaware General Corporation Law, directors of the Company will be elected
by a plurality vote of the outstanding shares of Common Stock present in person
or represented by proxy at the Annual Meeting.
Pursuant to the Company's certificate of incorporation, every stockholder voting
for the election of directors is entitled to cumulate his votes by multiplying
his shares times the number of directors to be elected. Each stockholder will be
entitled to cast his votes for one director or distribute his votes among any
number of the nominees being voted on at the Annual Meeting. The Board of
Directors intends to vote the proxies solicited by it equally among the four
nominees of the Board of Directors. Stockholders may not cumulate their votes on
the form of proxy solicited by the Board of Directors. In order to cumulate
votes, stockholders must attend the meeting and vote in person or make
arrangements with their own proxies. Unless otherwise specified in the proxy,
however, the right is reserved, in the sole discretion of the Board of
Directors, to distribute votes among some or all of the nominees of the Board of
Directors in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.
At the Annual Meeting, four directors will be elected for terms of three years
each and until their successors have been elected and qualified. The Board of
Directors has nominated John F. Downey, Thomas P. Preston, Marvin N. Schoenhals
and R. Ted Weschler all of whom are currently directors, for election as
directors at the Annual Meeting. If any nominee is unable to serve, the shares
represented by all properly executed proxies will be voted for the election of
such substitute as the Board of Directors may recommend or the Board of
Directors may reduce the number of authorized directors to eliminate the
vacancy.
3
Directors and Nominees
The following table sets forth for each nominee and each director continuing in
office, including their name, age (as of December 31, 2000), year first elected
or appointed as a director of the Company, year of expiration of current term as
a director of the Company, principal occupation for at least the last five years
and directorships in subsidiaries of the Company and in other companies:
Year First Current
Elected or Term
Appointed to
Name Age Director Expire Principal Occupation Directorship(s)
- ---- --- -------- ------ -------------------- ---------------
NOMINEES FOR A TERM TO EXPIRE IN 2004
John F. Downey 63 1998 2001 Executive Director of the WSFS
Office of Thrift Supervision (OTS),
1989-1998 (retired)
Thomas P. Preston 54 1990 2001 Since March 2000, Partner, Reed WSFS; Wood Royalty
Smith, LLP; previously Partner, Management Company
Duane, Morris & Heckscher LLP
(Law firms)
Marvin N. Schoenhals 53 1990 2001 Chairman of WSFS Financial WSFS; Star States Development
Corporation since 1992; President Company; WSFS Credit
and Chief Executive Officer of Corporation;
WSFS Financial Corporation 838 Investment Group, Inc.;
since November 1990 Wilmington National Finance, Inc;
CustomerOne Financial Network, Inc.;
Federal Home Loan Bank of
Pittsburgh;
Brandywine Fund, Inc.;
Brandywine Blue Fund, Inc.;
Burris Foods, Inc.
R. Ted Weschler 39 1992 2001 Since January 2000, Managing WSFS; Star States Development
Partner of Peninsula Capital Company; CustomerOne Financial
Advisors, L.L.C., an investment Network; Deerfield Healthcare
advisory firm; October 1989 to Corporation; Virginia National
December 1999, Executive Bank; Nucentrix Broadband Networks;
Officer of Quad-C, Inc., a Teletrac
Delaware corporation which
acts as the general partner for
several investment partnerships
4
DIRECTORS CONTINUING IN OFFICE
Year First Current
Elected or Term
Appointed to
Name Age Director Expire Principal Occupation Directorship(s)
- ---- ---- -------- ------ -------------------- ---------------
Charles G. Cheleden 57 1990 2002 October 1992 to present: Vice WSFS; Star States Development
Chairman of WSFS Financial Company
Corporation; August 1990 to
October 1992: Chairman WSFS
Financial Corporation;
January 1990 to present:
self-employed attorney
Joseph R. Julian 63 1988 2002 President, JJID, Inc. WSFS; JJID, Inc.
(highway construction company)
Dale E. Wolf 76 1993 2002 March 1998 to present: WSFS; WSFS Credit Corp.;
Vice Chairman of WSFS Harmony Products, Inc.;
Financial Corporation; since Daynel International, Inc;
1993, Senior International Emerald Bio Corporation
Consultant, McCandlish
Kaine (Law firm);
1989-1993, Lieutenant
Governor/Governor of the
State of Delaware
Linda C. Drake 52 1999 2003 Founder and Chair WSFS; TCIM Services, Inc.
TCIM Services, Inc.
(a direct marketing and
business services company)
David E. Hollowell 53 1996 2003 Executive Vice President, WSFS
University of Delaware
Claibourne D. Smith 62 1994 2003 Vice President - Technology and WSFS;
Professional Development, E.I. Wilmington National Finance, Inc.
duPont de Nemours & Company,
Incorporated, (multinational
chemical and energy company)
(1964-1998) (retired)
Eugene W. Weaver 68 1998 2003 Vice President of Finance of WSFS; Dover Downs
John W. Rollins & Associates Entertainment, Inc.
(Investment Management
Company), Chief Financial
Officer/Senior Vice President
of Dover Downs Entertainment,
Inc. (1970-1999) (retired)
5
Stock Ownership of Management
The following table sets forth, as of the Record Date, the amount of Common
Stock beneficially owned by the Company's directors, by each executive officer
named in the Summary Compensation Table, and by all directors and executive
officers as a group:
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class (2)
- ---- ----------------- ------------
Charles G. Cheleden (3)(4) 39,300 shares *
John F. Downey (4)(5) 3,000 shares *
Linda C. Drake (6) 900 shares *
David E. Hollowell (4) 8,600 shares *
Joseph R. Julian (4) 61,276 shares *
Thomas P. Preston (4)(7) 3,100 shares *
Marvin N. Schoenhals (8) 348,406 shares 3.39%
Claibourne D. Smith (4) 3,100 shares *
Eugene W. Weaver (4)(9) 7,100 shares *
R. Ted Weschler (4)(10) 909,411 shares 8.94%
Dale E. Wolf (4) 23,740 shares *
Karl L. Johnston (11) 22,035 shares *
Joseph M. Murphy (12) 15,315 shares *
Deborah A. Powell (13) 2,300 shares *
Mark A. Turner (14) 37,199 shares *
Directors and executive officers
as a group (15 persons) 1,484,782 shares 14.38%
* Less than 1.0%.
(1) For purposes of this table, a person is deemed to be the beneficial owner
of any shares of Common Stock over which he or she has or shares voting or
investment power or of which he or she has the right to acquire beneficial
ownership within 60 days of the Record Date. As used herein, "voting power"
is the power to vote or direct the voting of shares and "investment power"
is the power to dispose or direct the disposition of shares. Other than as
noted below, all persons shown in the table above have sole voting and
investment power, except that the following directors and executive
officers held the following numbers of shares jointly with their respective
spouses: Mr. Cheleden, 18,000 shares; Ms Drake, 500 shares; Mr. Hollowell,
6,500 shares; Mr. Julian, 59,176 shares; Mr. Johnston, 1,500 shares; and
Mr. Turner, 7,780 shares.
(2) In calculating the percentage ownership of each named individual and the
group, the number of shares outstanding is deemed to include any shares of
the Common Stock which the individual or the group has the right to acquire
within 60 days of the Record Date.
(3) Includes 16,700 shares of Common Stock held in an Individual Retirement
Account ("IRA"), 2,200 shares of Common Stock which are held in an IRA for
Mr. Cheleden's wife, 1,800 shares of Common Stock held by Mr. Cheleden's
children, over which he has power of attorney. Mr. Cheleden disclaims
beneficial ownership of his wife's shares.
(4) Includes 600 shares of Common Stock that may be acquired through the
exercise of options within 60 days of the Record Date.
(5) Includes 600 shares of Common Stock held in an IRA.
(6) Includes 400 shares of Common Stock that may be acquired through the
exercise of options within 60 days of the Record Date.
(7) Includes 2,500 shares of Common Stock held in an IRA.
(8) Includes 30,365 shares of Common Stock held in Mr. Schoenhals' account in
the Company's 401(k) Plan, 5,500 shares of Common Stock held by his wife in
an IRA and 106,849 shares of Common Stock that may be acquired through the
exercise of options within 60 days of the Record Date.
(9) Includes 1,000 shares of Common Stock held in an IRA and 1,000 shares of
Common Stock held by Mr. Weaver's wife. Mr. Weaver disclaims beneficial
ownership of his wife's shares.
6
(10) Includes 899,500 shares held by Peninsula Capital Partners, L.P., an
investment firm managed by Peninsula Capital Advisors, LLC of which Mr.
Weschler is the Managing Member. Mr. Weschler disclaims beneficial
ownership of the shares held by Peninsula Capital Partners, L.P.
(11) Includes 3,455 shares of Common Stock held in Mr. Johnston's account in the
Company's 401(k) Plan, 300 shares owned by Mr. Johnston's son and 16,780
shares of Common Stock that may be acquired through the exercise of options
within 60 days of the Record Date.
(12) Represents shares of Common Stock held in Mr. Murphy's account in the
Company's 401(k) Plan. Mr. Murphy resigned in August 2000.
(13) Represents 2,300 shares of Common Stock that may be acquired through the
exercise of options within 60 days of the Record Date.
(14) Includes 4,787 shares of Common Stock held in Mr. Turner's account in the
Company's 401(k) Plan and 22,132 shares of Common Stock that may be
acquired through the exercise of options within 60 days of the Record Date.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through its meetings and the
meetings of its committees. During the year ended December 31, 2000, the Board
of Directors held 10 meetings. All directors attended more than 75% of the total
aggregate meetings of the Board of Directors and committees on which such Board
member served during this period.
A list of the Committees of the Board of Directors and a general description of
their respective duties follows.
Executive Committee. The Executive Committee generally meets one time each month
and as needed, and exercises the powers of the Board of Directors between
meetings of the Board. The Executive Committee is presently composed of Marvin
N. Schoenhals, Chairman, Charles G. Cheleden, Thomas P. Preston, Eugene W.
Weaver and R. Ted Weschler. The Executive Committee met 12 times during 2000.
Audit Committee. The Audit Committee is composed of directors who are not
officers of the Company and oversees the audit program of the Company and its
subsidiaries. This Committee reviews the examination reports of federal
regulatory agencies as well as reports of the internal auditors and independent
auditors. The Audit Committee meets with the head of the Audit Department and
representatives of the Company's independent auditors, with and without
representatives of management present, to review accounting and auditing
matters, including an annual review of risk analysis and the associated audit
plan. The Board revised its Audit Committee Charter in 2001, and is included as
Appendix A hereto. The Board of Directors appoints the independent auditors upon
the recommendation of the Audit Committee. Present members of the Audit
Committee are Thomas P. Preston, Chairman, Joseph R. Julian, John F. Downey and
Eugene W. Weaver. Each member of the Audit Committee is "independent" as defined
in the listing standards of the National Association of Securities Dealers. The
Audit Committee met seven times during fiscal year 2000. Under the revised
charter, beginning in 2001 the Audit Committee will meet at least eight times
each year.
Nominating Committee. The Nominating Committee consists of the entire Board of
Directors and considers candidates for nomination for election as directors. The
Nominating Committee will consider nominees recommended by stockholders in
accordance with the procedures set forth in the bylaws of the Company. The Board
of Directors met once as a Nominating Committee during 2000.
7
Personnel and Compensation Committee. The Personnel and Compensation Committee
("Personnel Committee") is composed of directors who are not officers of the
Company. The Personnel Committee reviews and recommends to the Board of
Directors, for their approval, the compensation and benefits of the executive
officers, broad guidelines for the salary and benefits administration of other
officers and employees, and the compensation of directors. In addition, the
Personnel Committee is responsible for the administration of the 1986 Stock
Option Plan and the 1997 Stock Option Plan (the "Stock Option Plans") and the
executive incentive plans, including recommendations to the Board of Directors
for awards under such plans. Present members of the Personnel Committee are
Charles G. Cheleden, Chairman, David E. Hollowell, R. Ted Weschler and Dale E.
Wolf. The Personnel Committee met 3 times during 2000.
Directors' Compensation. During 2000, each non-employee director received an
annual retainer of $9,000 plus 500 shares of the Company's Common Stock and a
grant of 1,000 shares under the 1997 Stock Option Plan. Chairpersons of board
committees or subsidiary boards received an additional $1,000 annual retainer,
and each member of a committee or subsidiary board received $400 for each
meeting attended. Mr. Schoenhals does not receive director fees as Chairman,
President and Chief Executive Officer.
EXECUTIVE OFFICERS
Marvin N. Schoenhals, age 53, has served as President and Chief Executive
Officer of the Company since November 1990 and was elected Chairman in October
1992. Mr. Schoenhals was elected to the Board of Directors of the Federal Home
Loan Bank of Pittsburgh in 1997, to the Board of Directors of Brandywine Fund,
Inc. and Brandywine Blue Fund, Inc. in 1998 and to the Board of Directors of
CustomerOne Financial Network, Inc. and Wilmington National Finance, Inc. in
1999. He is also a volunteer board member of numerous community-based
organizations.
Karl L. Johnston, age 52, joined the Bank as Executive Vice President, Chief
Lending Officer in May 1997. Mr. Johnston has over 30 years of banking
experience in the Bank's local market area. Prior to joining the Bank, Mr.
Johnston spent his entire banking career at the Delaware Trust Company where he
was Executive Vice President and Commercial Banking Group executive. When
Delaware Trust was merged into CoreStates Bank, he was a Senior Vice President
responsible for middle market business relationships for the State of Delaware,
Delaware County, Pennsylvania and northern Maryland and Virginia.
Deborah A. Powell, age 44, has served as Executive Vice President and Director
of Human Resources since May 2000. Before joining WSFS, Ms Powell was Vice
President of Human Resources at Huffy Service First, a national retail services
company, from November 1997 to May 2000. Prior to that, she was Human Resources
Manager of The Limited-Alliance Data System, a retail call center operation,
from November 1996 to October 1997. From 1991 to 1996, she was National Practice
Director of Midwest Resources, Inc., a Human Resources and Organizational
Development consulting practice.
Mark A. Turner, age 38, has served as Executive Vice President and Chief
Financial Officer since March 1999. Mr. Turner joined the Company in 1996 as
Managing Vice President and Controller. Prior to joining WSFS, Mr. Turner had
been Vice President of Finance for the Capital Markets Division, and Vice
President of Corporate Development, for Meridian Bancorp in Reading,
Pennsylvania from 1994 to 1996. Prior to that, Mr. Turner was a Senior Audit
Manager with KPMG LLP in Philadelphia, Pennsylvania.
8
Audit Committee Report
In accordance with rules recently established by the SEC, the Audit Committee
has prepared the following report for inclusion in this proxy statement:
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited consolidated
financial statements for the fiscal year ended December 31, 2000;
o Discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications with
Audit Committees, as amended; and
o Received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed with the
independent accountants their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 for filing with the SEC.
The Audit Committee comprised of Messrs. Preston, Downey, Julian and Weaver has
provided this report.
Personnel and Compensation Committee Report on Executive Compensation
Overview and Philosophy. The Personnel Committee administers the Company's
executive compensation program. The Personnel Committee's responsibilities
include reviewing and making recommendations to the Board of Directors regarding
compensation of the Chief Executive Officer and reviewing and approving the
compensation paid to other executive officers of the Company (the "Named
Executive Officers") listed in the "Summary Compensation Table" that follows
this report. The Committee also administers stock option and incentive plans and
administers compliance with Rule 16b-3 of the Exchange Act.
The objective of the compensation program is to establish levels of compensation
sufficient to attract and retain highly qualified and motivated executives. The
program also seeks to align the interests of the Company's executive management
with those of stockholders through the use of both incentive-based compensation
for specific performance based criteria and stock-based compensation for
long-term stockholder value.
Compensation Program Elements. The Company's executive compensation program
consists of base salaries, a short-term cash incentive plan, a stock option plan
and miscellaneous other fringe benefits.
Base Salary. Base salary levels are determined by the Personnel Committee
with reference to corporate and individual performance in relation to
strategic goals established each year, competitive market trends and
special circumstances particular to the Company's staffing needs. In
determining base salaries, the committee refers to data obtained from
nationally recognized compensation surveys as well as information from
similar-sized banks and thrifts in the Mid-Atlantic region.
Short-Term Incentive Plan. In 2000, the Board of Directors approved a
Management Incentive Program (MIP) designed to reward the accomplishment
9
of specific corporate and individual performance criteria. For 2000, the
corporate performance criteria were: return on equity, level of net
income, earnings per share and the efficiency ratio. Plan participants
include members of management from certain vice presidents to the Chief
Executive Officer. Each year the Personnel Committee establishes a bonus
pool based on the level and quality of the Company's earnings as compared
to its plan.
Individual awards are earned for successfully attaining objectives based
on the four criteria above, and in completion of specific individual
performance criteria. Total awards accrued under the MIP during 2000 were
approximately $127,000 and were paid in cash during 2001.
Stock Options. As a performance incentive, to encourage ownership of
Common Stock and to further align the interests of management and
stockholders, the Personnel Committee issues stock options under the 1997
Stock Option Plan. Under that Plan, the Personnel Committee issued 372,700
stock options in 2000. The Personnel Committee periodically reviews and
awards stock options to management based on factors it deems important;
however, the Personnel Committee is not required to issue awards on an
annual basis.
Compensation of the Chief Executive Officer. For fiscal year 2000, Mr.
Schoenhals earned $319,375 in base salary. His base salary was increased during
the year, from $310,000 to $322,500. Factors considered by the Personnel
Committee in assessing Mr. Schoenhals' contribution included his leadership role
in formulating and executing the Company's business strategy. In addition to the
foregoing cash compensation, Mr. Schoenhals was awarded options to purchase
162,600 shares of Common Stock under the 1997 Stock Option Plan representing
43.6% of the regular options granted to all employees during the year. Included
in the 162,000 shares was 110,000 shares granted in exchange for the
cancellation of Mr. Schoenhals' employment contract (See "2000 Stock Option and
Temporary Severance Agreement" on page 14).
Compensation Committee Interlocks and Insider Participation. During fiscal year
2000, no members of the Personnel Committee were considered insiders nor were
there any interlocking relationships or relationships with the Company other
than as disclosed in the "Business Relationships and Related Transactions"
section of this Proxy Statement.
The Personnel and Compensation Committee comprised of Messrs. Cheleden,
Hollowell, Weschler and Wolf has provided this report.
10
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on the Common
Stock of the Company over the last five years compared with the cumulative total
return of the Dow Jones Savings & Loan Associations Index and the Dow Jones
Total Market Index over the same period. Cumulative total return on the Common
Stock or the index equals the total increase in value since December 31, 1995,
assuming reinvestment of all dividends paid into the Common Stock or the index,
respectively. The graph and table were prepared assuming that $100 was invested
on December 31, 1995 in the Common Stock of the Company and in each of the
indexes.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1995 through December 31, 2000
[GRAPHIC OMITTED]
Cumulative Total Return
--------------------------------------------------------
1995 1996 1997 1998 1999 2000
--------------------------------------------------------
WSFS Financial Corporation $ 100 $ 113 $ 222 $ 188 $ 142 $ 147
Dow Jones Total Market 100 122 161 201 247 224
Dow Jones Savings & Loan Associations 100 140 226 202 157 283
11
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and non-cash compensation for the years
ended December 31, 2000, 1999 and 1998 for the Company's Chief Executive Officer
and the four other most highly compensated executive officers of the Company
whose salary and bonus earned in 2000 exceeded $100,000 (herein referred to as
"Named Executive Officers").
Long-Term Compensation
-----------------------------------
Awards
----------
Annual Compensation Securities
Name and ----------------------- Underlying All Other
Principal Position Year Salary Bonus (1) Options (2) Compensation (3)
- ------------------ ---- ------ --------- ----------- ----------------
Marvin N. Schoenhals 2000 $319,375 $ -- 162,600 $11,900
Chairman of the Board, 1999 297,600 100,000 156,445 11,200
President and Chief 1998 260,400 37,000 15,300 21,338
Executive Officer
Karl L. Johnston 2000 169,167 15,000 18,900 11,900
Executive Vice President, 1999 163,750 53,000 14,500 11,200
Chief Lending Officer 1998 159,385 16,000 7,100 7,081
Joseph M. Murphy (4) 2000 119,110 -- -- 59,129
Executive Vice President, 1999 163,750 40,000 15,500 11,200
Retail Banking 1998 160,000 16,000 7,100 11,200
Deborah A. Powell (5) 2000 84,695 30,000 24,100 --
Executive Vice President, 1999 -- -- -- --
Director, Human Resources 1998 -- -- -- --
Mark A. Turner 2000 155,399 21,000 56,000 11,900
Executive Vice President, 1999 123,540 68,000 21,980 11,098
Chief Financial Officer 1998 103,530 20,000 9,800 10,117
and Secretary
(1) For each fiscal year, includes bonuses earned but not paid until the
following fiscal year under the Company's Management Incentive Program
(MIP).
(2) Represents stock options granted under the Company's 1997 Stock Option
Plan.
(3) Represents contributions made by the Company to the 401(k) Plan and in the
case of Mr. Murphy, $48,125 in severance payments.
(4) Mr. Murphy resigned in August 2000.
(5) Ms Powell was hired in May 2000. Her bonus payment was made pursuant to her
hiring agreement.
12
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock options
under the Company's 1997 Stock Option Plan to the Chief Executive Officer and
each of the other Named Executive Officers during 2000.
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to for Option Term (3)
Options Employees in Exercise Expiration ----------------------
Name Granted (1) Fiscal Year Price (2) Date 5% 10%
- ---- ----------- ----------- --------- ---- --- ----
Marvin N. Schoenhals 110,000 28.5% $14.88 02/24/2010 $423,752 $1,644,284
43,400 11.6 10.81 11/16/2010 295,048 747,711
9,200 2.5 14.88 11/16/2010 25,147 121,103
Karl L. Johnston 16,000 4.3 10.81 11/16/2010 108,774 275,654
2,900 0.8 14.88 11/16/2010 7,927 38,174
Joseph M. Murphy (4) -- -- -- -- -- --
Deborah A. Powell 11,500 3.1 11.84 05/22/2010 85,658 217,074
9,700 2.6 10.81 11/16/2010 65,944 167,115
2,900 0.8 14.88 11/16/2010 7,927 38,174
Mark A. Turner 40,000 10.7 11.31 01/26/2010 284,575 721,168
14,300 3.8 10.81 11/16/2010 97,216 246,365
1,700 0.5 14.88 11/16/2010 4,647 22,378
(1) Options vest and become exercisable at the rate of 20% per year beginning
one year from grant date, and expire ten years from the grant date. To the
extent not already exercisable, the options generally become immediately
exercisable in the event of a change in control of the Company, generally
defined as the acquisition of beneficial ownership of 25% or more of the
Company's voting securities by any person or group of persons. The Stock
Option Plan permits a reload option that allows for the additional grant of
options under certain circumstances. If the grantee uses cash to exercise
options within one year of the options becoming vested, the optionee will
receive an equivalent number of additional options (at the then current
market price). The original shares received upon exercise must be held for
two years from the date of receipt for the reload options to vest. The
reload options vest in 20% annual increments.
(2) In each case, the exercise or base price was no lower than the fair market
value of the Common Stock on the date of grant.
(3) The potential realizable dollar value of a grant consists of the product
of: (a) the difference between (i) the product of the per share market
price at the time of grant and the sum of 1 plus the adjusted stock price
appreciation rate (the assumed rate of appreciation compounded annually
over the term of the option) and (ii) the per share exercise price of the
option; and (b) the number of securities underlying the grant at fiscal
year-end.
(4) Mr. Murphy resigned in August 2000.
13
OPTION EXERCISES AND YEAR-END OPTION VALUE
The following table sets forth information concerning the exercise of options by
the Chief Executive Officer and the other Named Executive Officers during the
last fiscal year, as well as the value of such options held by such persons at
the end of the fiscal year.
Value of Securities
Number of Securities Underlying Unexercised
Shares Underlying Unexercised In-the Money Options
Acquired Options at Fiscal Year End at Fiscal Year End (1)
On Value ------------------------------ -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
Marvin N. Schoenhals -- -- 60,408 310,097 $44,792 $112,017
Karl L. Johnston -- -- 13,120 39,680 923 33,655
Joseph M. Murphy (2) -- -- -- -- -- --
Deborah A. Powell -- -- -- 24,100 -- 37,922
Mark A. Turner -- -- 12,336 81,764 7,832 96,045
(1) Based on the closing price of $12.875 per share as reported for the
Common Stock on the Nasdaq National Market on December 31, 2000 less
the exercise price. Options are considered in-the-money if the market
value of the underlying securities exceeds their exercise prices.
(2) Mr. Murphy resigned in August 2000.
2000 STOCK OPTION AND TEMPORARY SEVERANCE AGREEMENT
The Company entered into a 2000 Stock Option and Temporary Severance Agreement
(the "Agreement") with Mr. Schoenhals for a period of two years beginning
February 24, 2000, in exchange for the cancellation of his employment contract.
The Agreement increases Mr. Schoenhals' performance-based incentives to further
align his interests with those of the shareholders. The Agreement provides for a
one-time grant of stock options and a transitional severance arrangement in the
event of his involuntary termination. During the term of the Agreement, and in
the event Mr. Schoenhals is involuntary terminated by the Bank or the Company
other than for "just cause," he will be paid within 10 days of such termination
an amount equal to two times his highest annual salary within three years of his
date of termination, prorated for the number of days remaining under the
Agreement.
Mr. Schoenhals may voluntarily terminate his employment with "good reason" and
be entitled to the same payment. Good reason includes certain events not
consented to by Mr. Schoenhals in advance, including: a requirement that he move
his personal residence or perform his principal executive functions more than 35
miles from the Company's primary office; a significant reduction in his
compensation and benefits; assignment of duties and responsibilities
substantially inconsistent with those normally associated with his position; a
material reduction in responsibilities or authority; or failure to be re-elected
to the Board of Directors.
The Agreement grants a total of 110,000 shares of Common Stock pursuant to the
1997 Stock Option Plan at an option price of $14.875 per share. At the date of
the grant, the option price of $14.875 was approximately 30% higher than the
market price per share. The grant is subject to the provisions of the 1997 Stock
Option Plan except as otherwise set forth in the Agreement. Exceptions include:
accelerated vesting of options granted pursuant to the Agreement in the event of
Mr. Schoenhals' termination for a reason other than death, disability or just
cause. Such options may be exercisable for the longer of (i) 30 days or (ii) the
period ending immediately after the twelfth business day following the Company's
next release of quarterly or annual financial information occurring after the
termination of employment.
14
Under the Agreement, the Company will reimburse Mr. Schoenhals for any federal
golden parachute excise taxes liabilities incurred resulting from exercising the
provisions of the Agreement.
The maximum aggregate payments that would be made to Mr. Schoenhals assuming his
termination of employment under the foregoing circumstances at December 31, 2000
would have been approximately $645,000 without regard to any reimbursement for
excise tax liabilities.
SEVERANCE POLICY
In March 2001 WSFS adopted a severance policy that provides benefits to certain
of its Executive Vice Presidents ("EVPs"). The policy provides for payments
resulting from release without cause or change of control.
Release without cause
In the event an EVP is released without cause, a minimum of six months severance
and one year of professional level outplacement will be offered. If the former
EVP does not find new employment six months after termination, severance pay
would continue for another six months, or until the former EVP found employment,
whichever occurs first. If the former EVP finds another job at a lower rate of
pay than previously received at WSFS, then WSFS would make up the difference
until the second six-month period ends. Health benefits would continue at the
Associate rate through the severance period.
Change in control
Benefits would be paid to an EVP released without cause within one year of
change in control or if offered a position that is not within 35 miles of their
current work-site and at their current WSFS salary and bonus opportunity. The
EVP would receive 24 months base salary severance offset by the value arising
from the acceleration of stock option vesting triggered by the change in
control. The value of the accelerated vesting would account for no more than 12
months of the 24-month minimum commitment. Twelve months of executive level
outplacement will be offered and health benefits would continue at the Associate
rate through the 24-month period.
In the event an EVP decides to leave WSFS after being offered the same salary
and bonus opportunity and the position is within 35 miles of their work
location, then the value of the severance benefit will equal at least 12 months
base pay. If the value of the accelerated vesting of stock options is less than
12 months of base pay, then severance pay will be added to the value of the
accelerated options to equal 12 months of base pay. No additional severance will
be paid if the value of accelerated options is greater than, or equal to, 12
months of base pay. Six months of professional level outplacement will be
offered and health benefits would continue at the Associate rate through the
12-month period.
Based on salary levels at December 31, 2000, the maximum benefit that would be
received by each Executive Vice President under the WSFS severance policy,
exclusive of health benefit and executive outplacement costs, would be as
follows: Mr. Johnston $340,000, Mr. Turner $310,000 and Ms Powell $280,000.
15
BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS
During 2000, Thomas P. Preston was a partner with the law firm of Reed Smith,
LLP. The law firm represented the Company and its affiliates in certain matters
during fiscal year 2000. The Company expects Mr. Preston to continue such
representation in fiscal year 2001.
Certain directors and executive officers of the Company and their associates
were customers of, and had transactions with, the Company and the Bank in the
ordinary course of business during fiscal year 2000. Similar transactions may be
expected to take place with the Company and the Bank in the future. Loans and
commitments included in such transactions were made on substantially the same
terms, including interest rate 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, nor did such loans present other unfavorable
features.
INDEPENDENT AUDITORS
The Board of Directors of the Company expects to appoint KPMG LLP as independent
auditors of the Company for the year ended December 31, 2001. KPMG LLP has
served as the Company's independent auditors since 1994. A representative of
KPMG LLP is expected to be present at the Annual Meeting to respond to
appropriate questions and will have the opportunity to make a statement if they
desire to do so.
During 2000 the following fees were paid to KPMG LLP for services performed:
Audit Fees $ 275,002
Financial Information Systems Design and Implementation Fees $ --
All Other Fees $ 105,574
The Audit Committee has determined that the non-audit services performed by its
principal accountants during 2000 were compatible with maintaining the principal
accountants' independence.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act, the Company's
officers and directors and all persons who beneficially own more than ten
percent of the Common Stock ("Reporting Persons") are required to file reports
detailing their ownership and changes of ownership in the Common Stock and to
furnish the Company with copies of all such ownership reports that are filed.
Based solely on the Company's review of the copies of such ownership reports
which it has received in the past fiscal year or with respect to the past fiscal
year, or written representations from the Reporting Persons that no annual
report of changes in beneficial ownership were required, the Company believes
that during fiscal year 2000 and prior fiscal years all Reporting Persons have
complied with these reporting requirements.
16
ADVANCE NOTICE OF CERTAIN MATTERS
TO BE CONDUCTED AT AN ANNUAL MEETING
The bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before the
Annual Meeting. In order for a stockholder to properly bring business before the
Annual Meeting or to propose a nominee to the Board of Directors, the
stockholder must give written notice to the Secretary of the Company not less
than thirty days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received no later than the close of
business on the tenth day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. The notice
must include the stockholder's name and address as they appear on the records of
the Company, number of shares beneficially owned by the stockholder, a brief
description of the proposed business, the reasons for bringing the business
before the Annual Meeting and any material interest of the stockholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must also be provided.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
It is anticipated that the proxy statement and form of proxy for the 2002 Annual
Meeting of Stockholders will be mailed during March of 2002. Stockholder
proposals intended to be presented at the 2002 annual meeting of stockholders of
WSFS Financial Corporation must be received by November 23, 2001, to be
considered for inclusion in the proxy statement and form of proxy relating to
such meeting and should be addressed to the Secretary at the Company's principal
office.
ADDITIONAL INFORMATION
No matters other than those set forth in the Notice of Meeting accompanying this
Proxy Statement are expected to be presented to stockholders for action at the
Annual Meeting other than matters incident to the conduct of the Annual Meeting.
However, if other matters are presented which are proper subjects for action by
stockholders, and which may properly come before the meeting, it is the
intention of those named in the accompanying proxy to vote such proxy in
accordance with the determination of a majority of the Board of Directors upon
such matters.
MISCELLANEOUS
The expenses of the solicitation of the proxies, including the cost of preparing
and distributing the proxy materials, the handling and tabulation of proxies
received and charges of brokerage houses and other institutions, nominees or
fiduciaries in forwarding such documents to beneficial owners, will be paid by
the Company. In addition to the mailing of the proxy materials, solicitation may
be made in person or by telephone, telegraph or other modes of electronic
communication by the Company or its employees. The Company's directors,
management and employees will receive no compensation for their proxy
solicitation services other than their regular salaries and overtime, if
applicable, but may be reimbursed for out-of-pocket expenses.
17
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Company's Annual Report for the fiscal year ended December 31, 2000,
including financial statements prepared in conformity with generally accepted
accounting principles, accompanies this Proxy Statement. Such Annual Report is
not part of the proxy solicitation materials. A copy of the Company's Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2000 (without
exhibits) will be furnished without charge to stockholders as of the Record Date
upon written request to: Investor Relations Department, WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware, 19801.
18
Appendix A
WSFS FINANCIAL CORPORATION
AUDIT COMMITTEE CHARTER
WSFS Financial Corporation has created a Committee of the Board of Directors to
be known as the AUDIT COMMITTEE with its goals and objectives, composition, term
of office, and duties and responsibilities as follows:
GOALS AND OBJECTIVES
The primary goal of the Committee will be to assist the Board of Directors in
fulfilling its fiduciary responsibilities relating to corporate accounting and
reporting practices of the holding company, WSFS, and all related subsidiaries.
In addition, the Committee will:
o Oversee and appraise the quality of the audit effort of the company's
Internal Audit function and that of its independent auditors;
o Maintain, by scheduling regular meetings, open lines of communication among
the Board, internal auditors, and the independent accountants to exchange
views and information as well as confirm their respective authority and
responsibilities; and
o Determine the adequacy of the Company's administrative, operating, and
internal accounting controls and evaluate adherence.
COMPOSITION
The Board of Directors shall annually elect the membership of the Audit
Committee, upon the recommendation of the Chairman, which will be comprised of a
minimum of three outside directors, each of whom will be independent of senior
management and operating executives of the holding company, WSFS, and all
related subsidiaries, and free from any relationships which might in the opinion
of the Board of Directors be construed as a conflict of interest. One of the
members shall be elected chairperson of the Committee by the members of the
Committee.
TERM OF MEMBERSHIP
Each member of the Committee shall serve a term of one continuous year after
election. The chairperson shall be elected annually by the members of the
Committee, and no chairperson shall serve more than three consecutive years as
chairperson of the Audit Committee. Exceptions to the above noted terms will
require a formal approval process by the Board of Directors.
DUTIES AND RESPONSIBILITIES
The Committee will hold at least eight regular meetings per year, and such
additional meetings as the Chairperson of the Committee shall require in order
to meet the following duties:
o Review and reassess the adequacy of this Charter annually and submit it to
the Board for approval;
o Recommend to the full Board the appointment of the independent accountant
for the coming year;
o Ensure that members of the Committee have unrestricted access to the
independent accountants (without management present) to review and discuss
Corporate financial or other matters at such times and under such
circumstances as the Committee may deem necessary or appropriate;
o Approve the scope of external audit services; review adjustments
recommended by the independent public accountant and address disagreements
between the independent public accountant and management; review documents
required by this part, and meet with independent public accountants
(without management present) prior to the filing of reports upon completion
of audit services;
o Review with management the Company's quarterly financial statements prior
to the release of quarterly earnings;
o Ensure that an external audit is conducted in compliance with statutory
requirements;
o Review and approve the audit plan of the independent accountants;
o Review and approve the audit plan of the Internal Audit Department;
19
o Supervise the internal audit function, approve the selection, compensation,
and termination of internal auditors; approve the scope of internal audits
to assure regular testing of the systems and controls associated with
preparing financial reports, complying with laws and regulations, and
preventing management from overriding the internal control system or
compromising the control environment;
o Evaluate the effectiveness of both the internal and external audit effort
through regular meetings with each respective group;
o Determine that no management restrictions are being placed upon either the
internal or external auditors;
o Review the adequacy of internal controls and management's handling of
identified material inadequacies and reportable conditions in the internal
controls over financial reporting and compliance with laws and regulations;
o Evaluate the adequacy of the Company's internal accounting control system
by review of written reports from the internal and external auditors, and
monitor management's response to actions to correct any noted deficiencies;
o Ensure compliance with all applicable statutes and regulations setting
forth duties, responsibilities and obligations for Audit Committees
contained in the FDIC Improvement Act (FDICIA) of 1991 and the Securities
and Exchange Commission (SEC) - Blue Ribbon Committee Recommendations on
Improving the Effectiveness of Audit Committees;
o Ensure that there are no members of the Committee who are not independent
as required by applicable regulation;
o Ensure that members of the Committee have the expertise required by
applicable regulation; that the Committee will hire its own independent
counsel that does not perform work for the Corporation at such times and
under such circumstances as the Committee may deem necessary or
appropriate;
o Review all regulatory reports submitted to the Company and monitor
management's response to them;
o Require periodic reports from management, the independent accountants, and
internal auditors on any significant proposed regulatory, accounting, or
reporting issue to assess the potential impact upon the Company's financial
reporting process;
o Review and approve all significant accounting changes;
o Review and approve the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy statement;
o Identify and direct any special projects or investigations deemed
necessary;
o Shall maintain minutes and other relevant records of their meetings and
activities. Such minutes shall be made available for review by the FDIC,
SEC and the appropriate federal banking agency;
o Submit minutes of all meetings of the Audit Committee to the Board of
Directors of the Corporation;
In carrying out their responsibilities, the Audit Committee believes its
policies and procedures should remain flexible in order that it be able to react
to changing conditions and the environment, and to assure the directors and
shareholders that the corporate accounting and reporting practices of the
Corporation are in accordance with all requirements and are of the highest
quality. While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is the responsibility of management and the independent
auditor to determine that the Company's financial statements are complete and
accurate and are in accordance with Generally Accepted Accounting Principles
(GAAP).
20
This Proxy is Solicited on Behalf of the Board of Directors of
WSFS FINANCIAL CORPORATION
for the
2001 Annual Meeting of Stockholders
REVOCABLE PROXY
The undersigned hereby appoints Marvin N. Schoenhals and Mark
A. Turner, or either of them, with full power of substitution, to act as
attorneys and proxies for the undersigned and to vote all shares of Common Stock
of WSFS Financial Corporation, which the undersigned is entitled to vote, at the
Annual Meeting of Stockholders to be held on April 26, 2001 at 4:00 p.m., or at
any adjournments thereof, as follows:
- ---
X Please mark your
- --- votes as in this
example.
The Board of Directors recommends a vote FOR all nominees listed below.
WITHHOLD AUTHORITY
to vote for all
FOR nominees listed at right Nominees:
John F. Downey
1. Election of / / / / Thomas P. Preston
Directors: Marvin N. Schoenhals
R. Ted Weschler
Each for a three year term
expiring 2004.
(To withhold authority to vote any individual nominee write the nominee's name
on the line provided below).
- ---------------------------------------
The proxy is revocable and, when properly executed will be voted in the
manner directed hereby by the undersigned. If no directions are made, this
proxy will be voted FOR each of the nominees. The undersigned, by
executing and delivering this proxy, revokes the authority given with
respect to any earlier dated proxy submitted by the undersigned.
Unless contrary direction is given, the right is reserved in the sole
discretion of the Board of Directors to distribute votes among some or all
of the above nominees in a manner other than equally so as to elect as
directors the maximum possible number of such nominees.
In their discretion the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and of a Proxy Statement of WSFS Financial Corporation.
Please sign exactly as name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are acting. Proxies
executed by corporations should be signed by a duly authorized
officer.
SIGNATURE(S) _________________________________________Date ____________________
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.