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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 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MERCANTILE BANK CORPORATION
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(Name of Registrant as Specified in Its Charter)
MERCANTILE BANK CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[MERCANTILE BANK CORPORATION LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 2001
TO THE HOLDERS OF SHARES OF COMMON STOCK OF
MERCANTILE BANK CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
MERCANTILE BANK CORPORATION will be held at the Cascade Hills Country Club, 3725
Cascade Road SE, Grand Rapids, Michigan on Thursday, April 19, 2001, at 9:00
a.m., for the purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect five Class I directors for a three year
term, as detailed in the accompanying Proxy Statement.
2. OTHER BUSINESS. To transact such other business as may properly be
brought before the meeting or any adjournment or adjournments of the meeting.
Only those shareholders of record at the close of business on Thursday,
March 1, 2001, shall be entitled to notice of and to vote at the meeting.
We urge you to sign and return the enclosed proxy as promptly as possible,
whether or not you plan to attend the meeting in person. If you plan to attend
the meeting, please let us know by checking the box provided for this purpose on
the enclosed proxy. We would appreciate receiving your proxy by Monday, April 9,
2001.
By Order of the Board of Directors,
/s/ Gerald R Johnson Jr
Gerald R. Johnson, Jr.
Chairman of the Board &
Chief Executive Officer
Dated: March 9, 2001
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MERCANTILE BANK CORPORATION
216 NORTH DIVISION AVENUE
GRAND RAPIDS, MICHIGAN 49503
MARCH 9, 2001
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of Mercantile Bank
Corporation ("Mercantile") in connection with the solicitation of proxies by the
Board of Directors of Mercantile, for use at the Annual Meeting of shareholders
of Mercantile to be held on Thursday, April 19, 2001, at 9:00 a.m., at the
Cascade Hills Country Club, 3725 Cascade Road SE, Grand Rapids, Michigan, and at
any and all adjournments of the meeting. It is expected that the proxy materials
will be mailed to shareholders on or about March 9, 2001.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its exercise. Unless the proxy is revoked, the
shares represented by the proxy will be voted at the Annual Meeting or any
adjournment of the meeting.
The entire cost of soliciting proxies will be borne by Mercantile. Proxies
may be solicited by mail, facsimile or telegraph, or by directors, officers, or
regular employees of Mercantile or its subsidiary, Mercantile Bank of West
Michigan (the "Bank"), in person or by telephone. Mercantile will reimburse
brokerage houses and other custodians, nominees and fiduciaries for their
out-of-pocket expenses for forwarding soliciting material to the beneficial
owners of Mercantile Common Stock.
The Board of Directors, in accordance with the By-Laws, has fixed the close
of business on March 1, 2001 as the record date for determining shareholders
entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments of the meeting.
At the close of business on the record date, the outstanding number of
voting securities of Mercantile was 2,666,102 shares of Common Stock, each of
which is entitled to one vote.
ELECTION OF DIRECTORS
Mercantile's Articles of Incorporation and By-Laws provide that the number
of directors, as determined from time to time by the Board of Directors, shall
be no less than six and no more than fifteen. The Board of Directors has
presently fixed the number of directors at thirteen. The Articles of
Incorporation and By-Laws further provide that the directors shall be divided
into three classes, Class I, Class II and Class III, with each class serving a
staggered three year term and with the number of directors in each class being
as nearly equal as possible.
The Board of Directors has nominated Edward J. Clark, C. John Gill, Gerald
R. Johnson, Jr., Calvin D. Murdock and Donald Williams, Sr. as Class I directors
for three year terms expiring at the 2004 Annual Meeting and upon election and
qualification of their successors. Each of the nominees is presently a Class I
director whose term expires at the April 19, 2001 Annual Meeting of the
shareholders. The other members of the Board, who are Class II and Class III
directors, will continue in office in accordance with their previous elections
until the expiration of their terms at the 2002 or 2003 Annual Meetings.
It is the intention of the persons named in the enclosed proxy to vote the
proxy for the election of the five nominees. The proposed nominees for election
as directors are willing to be elected and serve; but in the event that any
nominee at the time of election is unable to serve or is otherwise unavailable
for election, the Board of Directors may select a substitute nominee, and in
that event the persons named in the enclosed proxy intend to vote the proxy for
the person so selected. If a substitute nominee is not so selected, the proxy
will be voted for the election of the remaining nominees. The affirmative vote
of a plurality of the votes cast at the meeting is required for the nominees to
be elected. Votes withheld and broker non-votes are not counted toward a
nominee's total.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial ownership
of Mercantile Common Stock as of February 1, 2001, by the nominees for election
as directors of Mercantile, the directors of Mercantile whose terms of office
will continue after the Annual Meeting, the executive officers named in the
Summary Compensation Table, and all directors and executive officers of
Mercantile as a group.
AMOUNT PERCENT OF CLASS
BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) OWNED(10)
------------------------ ------------ ----------------
Betty S. Burton............................................. 1,066 *
Edward J. Clark............................................. 2,730 *
Peter A. Cordes............................................. 26,250 1.0%
C. John Gill................................................ 43,575(2) 1.7%
David M. Hecht.............................................. 52,500 2.0%
Gerald R. Johnson, Jr. ..................................... 98,431(3) 3.7%
Susan K. Jones.............................................. 850 *
Lawrence W. Larsen.......................................... 17,325(4) *
Calvin D. Murdock........................................... 16,720(5) *
Michael H. Price............................................ 34,308(6) 1.3
Dale J. Visser.............................................. 101,850(7) 3.9%
Donald Williams, Sr. ....................................... 766 *
Robert M. Wynalda........................................... 52,500 2.0%
Robert B. Kaminski.......................................... 11,781(8) *
All directors and executive officers of Mercantile as a
group (15 Persons)........................................ 465,151(9) 17.4%
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* Less than one percent.
(1) Some or all of the Common Stock listed may be held jointly with, or for the
benefit of, spouses and children or grandchildren of, or various trusts
established by, the person indicated.
(2) Includes 14,700 shares held by Mr. Gill's spouse.
(3) Includes 42,000 shares that Mr. Johnson has the right to acquire within 60
days of February 1, 2001 pursuant to the Mercantile's 1997 Employee Stock
Option Plan or 2000 Employee Stock Option Plan and 3,931 shares that Mr.
Johnson owns under the Bank's 401(k) Plan. Mr. Johnson also holds options
under the stock option plans to purchase an additional 11,550 shares, which
have not yet vested.
(4) Includes 2,100 shares that Mr. Larsen has the power to vote and dispose of
as trustee of the Central Industrial Supply Profit Sharing Plan. He
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interest in the shares.
(5) Includes 10 shares that Mr. Murdock has the power to vote and dispose of as
custodian of an account for a friend's child.
(6) Includes 29,400 shares that Mr. Price has the right to acquire within 60
days of February 1, 2001 pursuant to Mercantile's stock option plans and
3,903 shares that Mr. Price owns under the Bank's 401(k) Plan. Mr. Price
also holds options under the stock option plans to purchase an additional
4,200 shares, which have not yet vested.
(7) Includes 21,000 shares that Mr. Visser has the power to vote and dispose of
as trustee of a trust for family members.
(8) Includes 10,500 shares that Mr. Kaminski has the right to acquire within 60
days of February 1, 2001 pursuant to Mercantile's stock option plans and
1,281 shares that Mr. Kaminski owns under the Bank's 401(k) Plan. Mr.
Kaminski also holds options under the stock option plans to purchase an
additional 4,042 shares, which have not yet vested.
(9) Includes 81,900 shares that such persons have the right to acquire within
60 days of February 1, 2001 pursuant to Mercantile's stock option plans and
14,089 shares that such persons own under the Bank's 401(k)Plan.
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(10) The percentages shown are based on the 2,596,102 shares of Mercantile
Common Stock outstanding as of February 1, 2001, plus the number of shares
that the named person or group has the right to acquire within 60 days of
February 1, 2001. All share information is adjusted to take into account
the 5% stock dividend paid on February 1, 2001.
To the best of Mercantile's knowledge, no person owns more than 5% of
Mercantile's outstanding Common Stock.
INFORMATION ABOUT DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS
The following information is furnished with respect to each continuing
director, nominee as a director, and executive officer of Mercantile. Each of
the continuing directors and nominees is currently a director of Mercantile as
well as a director of the Bank.
HAS SERVED
NAME, AGE, AND POSITION WITH AS YEAR WHEN TERM AS A
MERCANTILE AND THE BANK DIRECTOR SINCE DIRECTOR EXPIRES
---------------------------- -------------- -------------------
Betty S. Burton, 59, Director............................... 1998 2002
Edward J. Clark, 56, Director............................... 1998 2001
Peter A. Cordes, 60, Director............................... 1997 2002
C. John Gill, 67, Director.................................. 1997 2001
David M. Hecht, 63, Director................................ 1997 2002
Gerald R. Johnson, Jr., 54, Chairman of the Board and Chief
Executive Officer of Mercantile, Chairman of the Board of
the Bank; and Director.................................... 1997 2001
Susan K. Jones, 51, Director................................ 1998 2003
Lawrence W. Larsen, 61, Director............................ 1997 2003
Calvin D. Murdock, 61, Director............................. 1997 2001
Michael H. Price, 44, President and
Chief Operating Officer of Mercantile, President and Chief
Executive Officer of the Bank; and Director............ 1997 2003
Dale J. Visser, 64, Director................................ 1997 2003
Donald Williams, Sr., 64, Director.......................... 1998 2001
Robert M. Wynalda, 65, Director............................. 1997 2002
Robert B. Kaminski; 39, Senior Vice President and
Secretary.................................................
Charles E. Christmas; 35, Senior Vice President,
Chief Financial Officer and Treasurer of Mercantile,
and Senior Vice President and Chief Financial Officer
of the Bank...............................................
The business experience of each of the directors, nominees and executive
officers of Mercantile for at least the past five years is summarized below:
BETTY S. BURTON (Director) Betty S. Burton is Director and Consultant of
Wonderland Business Forms, Inc. She was President and Chief Executive Officer of
Wonderland Business Forms from 1995 to 1999. She has held director positions at
First Michigan Bank -- Grand Rapids and Butterworth Hospital. Prior to taking
over the family business in 1990, Mrs. Burton was a long time elementary teacher
in the public school system from 1966 to 1989. She is a graduate of Western
Michigan University, Grand Valley State University and Dartmouth College of
Minority Business Executive Program. Mrs. Burton sits on the National Council of
Steelcase Suppliers Board of Directors, and is a Trustee of both the Grand
Valley State University Foundation and the Western Michigan University
Foundation. Ms. Burton is very involved in civic and community activities in and
around the Grand Rapids area.
EDWARD J. CLARK (Director) Mr. Clark is the President and Chief Executive
of The American Seating Company, and has held this position since 1986. American
Seating is headquartered in Grand Rapids, Michigan, and produces seating and
furniture for laboratories and offices, as well as seating for buses, rail cars,
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auditoriums, stadiums and performing arts centers. Mr. Clark is a member of the
Boards of Directors of the Metropolitan YMCA and the Grand Rapids Employers'
Association. He is Vice President of the Foundation Board of Trustees and
Chairman of the Development Committee of Grand Valley State University. From
1988 through 1997 he was a member of the Board of Directors and Executive
Committee of FMB-First Michigan Bank-Grand Rapids ("FMB-Grand Rapids"). Mr.
Clark has also previously served on the Boards of Directors of the Grand Rapids
Symphony Orchestra, Red Cross of Kent County, St. Mary's Hospital and The
Business and Institutional Furniture Manufacturer's Association.
PETER A. CORDES (Director) Mr. Cordes has served as President and Chief
Executive Officer of GWI Engineering Inc. ("GWI") of Grand Rapids, Michigan
since 1991. GWI is engaged in the manufacturing of industrial automation systems
for customers in a variety of industries in the Midwest. Mr. Cordes purchased
GWI in 1991 and is now its sole owner. Mr. Cordes graduated from St. Louis
University with a degree in aeronautics. He is a native of Traverse City,
Michigan and has spent the last nineteen years in Western Michigan.
C. JOHN GILL (Director) Mr. Gill is the retired Chairman of the Board and
one of the owners of Gill Industries of Grand Rapids, Michigan. Mr. Gill served
as Chairman of Gill Industries from 1994 through 1997, and served as President
of Gill Industries from 1983 through 1993. Gill Industries is a manufacturing
company involved with sheet metal stampings and assemblies for the automotive
and appliance industries.
DAVID M. HECHT (Director) Mr. Hecht has practiced law for 40 years,
including the past 28 years in Grand Rapids. Since 1993 he has been the Chairman
of the Grand Rapids law firm of Hecht & Lentz and is a founder of the firm. Mr.
Hecht is a native of Grand Rapids and a graduate of the University of Michigan
and the University of Wisconsin. He is the President of the Charles W. Loosemore
Foundation, a Trustee of the Grand Valley University Foundation and a Director
of Hospice Foundation of Greater Grand Rapids.
GERALD R. JOHNSON, JR. (Chairman of the Board, Chief Executive Officer and
Director of Mercantile and Chairman of the Board and Director of the Bank) Mr.
Johnson has over 29 years experience in the financial service industry,
including 25 years of commercial banking experience. Mr. Johnson was appointed
President and Chief Executive Officer of FMB-Grand Rapids in 1986, and served as
Chairman, President and Chief Executive Officer from 1988 to May of 1997, when
he resigned to organize Mercantile. Mr. Johnson served as Chairman of the Board
and Chief Executive Officer of Mercantile and the Bank from their inception
through 1998, and since the beginning of 1999 has served as Chairman of the
Board and Chief Executive Officer of Mercantile and Chairman of the Board of the
Bank. In the Grand Rapids market, prior to joining FMB-Grand Rapids, Mr. Johnson
was employed in various lending capacities by Union Bank (now part of Bank One
Corporation), Pacesetter Bank-Grand Rapids (now part of Old Kent) and
Manufacturers Bank (now part of Comerica Bank). He currently serves as Chairman
of Horizons of Michigan, Vice Chair of Life Guidance Services and a member of
the Boards of Directors of the Girl Scouts of Michigan Trails and The
Recuperation Center (advisory board). Mr. Johnson has past board affiliations
with the Downtown YMCA (immediate past chair), American Heart Association of
Kent County, Project Rehab, Grand Rapids Area Chamber of Commerce and the Junior
League of Grand Rapids (advisory board). Mr. Johnson is also affiliated with
Grand Rapids Opportunity for Women, Grand Rapids Rotary Club and the Economic
Development Foundation.
SUSAN K. JONES (Director) Ms. Jones is both a partner of the Callahan
Group, LLC, a marketing consulting firm, and a tenured, full-time Professor of
Marketing at Ferris State University in Big Rapids, Michigan. She began her own
marketing consulting firm, Susan K. Jones & Associates, in 1980, and joined
Ferris State in the fall of 1990. She enjoys an active volunteer career,
currently serving as Secretary, Treasurer and Conference Chair of the Chicago
Association of Direct Marketing, a member of the Northwestern Alumni Association
Board, and as the West Michigan Alumni Admissions Council Chair for Northwestern
University. She is a past-president of the Junior League of Grand Rapids, a
graduate of Leadership Grand Rapids, and currently serves as a trustee of the
Chicago Association of Direct Marketing Educational Foundation and the Direct
Marketing Educational Foundation.
LAWRENCE W. LARSEN (Director) Mr. Larsen is Chief Executive Officer,
President, and owner of Central Industrial Corporation of Grand Rapids,
Michigan. He began his employment with the company in 1967, and
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purchased it in 1975. Central Industrial Corporation is a wholesale distributor
of industrial supplies. Mr. Larsen is also an owner and director of Jet
Products, Inc. of West Carrollton, Ohio. Jet Products, Inc. designs,
manufactures and sells hose reels and related hydraulic products. Mr. Larsen is
a native of Wisconsin. He has spent the last 33 years in the Grand Rapids area.
Mr. Larsen served as a director of FMB-Grand Rapids from 1980 until June of
1997, and was a member of the Executive Loan Committee and the Audit Committee.
CALVIN D. MURDOCK (Director) Mr. Murdock is President of SF Supply ("SF")
of Grand Rapids, Michigan. He has held this position since 1994. From 1992 to
1994, he served as the General Manager of SF, and in 1991, served as SF's
Controller. SF is a wholesale distributor of commercial and industrial
electronic, electrical and automation parts, supplies and services. Mr. Murdock
is a Michigan native and a graduate of Ferris State University with a degree in
accounting. Prior to joining SF, Mr. Murdock owned and operated businesses in
the manufacturing and supply of automobile wash equipment.
MICHAEL H. PRICE (President, Chief Operating Officer and Director of
Mercantile and President, Chief Executive Officer and Director of the Bank) Mr.
Price has over 19 years of commercial banking experience, most of which was with
First Michigan Bank Corporation ("FMB") and its subsidiary, FMB-Grand Rapids.
Spending most of his banking career in commercial lending, Mr. Price was the
Senior Lending Officer from 1992 to 1997, and President of FMB-Grand Rapids for
several months in 1997 before joining the Bank in late 1997. Mr. Price served as
President and Chief Operating Officer of Mercantile and the Bank from December
of 1997 through 1998, and has served as President and Chief Operating Officer of
Mercantile and President and Chief Executive Officer of the Bank since January
of 1999. Mr. Price has been and continues to be very active in the Grand Rapids
community. He currently serves on the Boards of Directors of Kent County Habitat
for Humanity and The Grand Rapids Urban League.
DALE J. VISSER (Director) Mr. Visser is Chairman and one of the owners of
Visser Brothers Inc. of Grand Rapids, Michigan. He has served this company in
various officer positions since 1960. Visser Brothers is a construction general
contractor specializing in commercial buildings. Mr. Visser also has an
ownership interest in several real estate projects in the Grand Rapids area
including Breton Village Shopping Center. Mr. Visser served as a director of
FMB-Grand Rapids from 1972 until June of 1997. He is a Grand Rapids native and a
graduate of the University of Michigan with a degree in civil engineering. Mr.
Visser is active in the community having served on the boards for the Grand
Rapids YMCA, Christian Rest Home and West Side Christian School.
DONALD WILLIAMS, SR. (Director) Mr. Williams has over 30 years experience
in administration of educational programs with special emphasis on political
sensitivity and equality. He is currently Dean of Minority Affairs and Director
of the Multicultural Center of Grand Valley State University. Mr. Williams also
serves as President of the Coalition for Representative Government (CRG) and is
a member of the Rotary Club of Grand Rapids. Previously, he has served as a
member of the Board of Directors of FMB-Grand Rapids and the Grand Rapids
Advisory Board of Michigan National Bank, as Treasurer and President of the
Minority Affairs Council of Michigan Universities (MACMU), and as a member of
the Board of Directors of the Grand Rapids Area Chamber of Commerce. Mr.
Williams has been the recipient of numerous awards in the Grand Rapids and
Michigan area for community service and job performance.
ROBERT M. WYNALDA (Director) Mr. Wynalda is the retired Chief Executive
Officer and former owner of Wynalda Litho Inc. of Rockford, Michigan. Mr.
Wynalda held the position of Chief Executive Officer from 1970 when he founded
the company until its sale in February of 1998. Wynalda Litho Inc. is a
commercial printing company serving customers from around the country. Mr.
Wynalda is a native of Grand Rapids and has spent 45 years in the printing
business. Mr. Wynalda serves on the Board of Trustees for Cornerstone College of
Grand Rapids, and formerly served as a director of a local financial
institution.
ROBERT B. KAMINSKI (Senior Vice President and Secretary of Mercantile and
Senior Vice President, Chief Operating Officer and Secretary of the Bank) Mr.
Kaminski joined the Bank in June 1997 and has over 16 years of commercial
banking experience. From 1984 to 1993, Mr. Kaminski worked for FMB-Grand Rapids
in various capacities in the areas of credit administration and bank compliance.
In 1993, Mr. Kaminski was appointed Vice President in charge of loan review and
served as Vice President and Manager of the
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commercial credit department for three of FMB's subsidiaries. He has served as
Senior Vice President and Secretary of Mercantile and the Bank since their
inception in 1997, and has also served as Chief Operating Officer of the Bank
since 2000. Mr. Kaminski serves on the Leadership Committee for the National
Kidney Foundation of Michigan in Grand Rapids, and is a career mentor for
Aquinas College of Grand Rapids.
CHARLES E. CHRISTMAS (Senior Vice President, Chief Financial Officer, and
Treasurer of Mercantile and Senior Vice President and Chief Financial Officer of
the Bank) Mr. Christmas joined the Bank in April 1998 and served as Vice
President of Finance, Treasurer and Compliance Officer of Mercantile and the
Bank in 1998. In 1999, Mr. Christmas was elected Chief Financial Officer,
Treasurer and Compliance Officer of Mercantile and the Bank. In 2000, Mr.
Christmas was elected Senior Vice President, Chief Financial Officer and
Treasurer of Mercantile, and Senior Vice President and Chief Financial Officer
of the Bank. Prior to joining Mercantile, he examined various financial
institutions for over ten years while serving as a bank examiner with the
Federal Deposit Insurance Corporation ("FDIC"). He began his tenure with the
FDIC upon his graduation from Ferris State University. Mr. Christmas holds a
Bachelors of Science degree in Accountancy. Mr. Christmas serves as a
fundraising volunteer for the Make-A-Wish Foundation of Michigan.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
Mercantile has standing Audit, Compensation, and Nominating Committees of
the Board of Directors.
The functions of the Audit Committee and its activities during 2000 are
described below under the heading "Audit Committee Report".
The members of the Compensation Committee consist of Peter A. Cordes,
Lawrence W. Larson, and Calvin D. Murdock. The Compensation Committee's
responsibilities include considering and recommending to the Board of Directors
any changes in compensation and benefits for officers of Mercantile. At present,
all officers of Mercantile are also officers of the Bank, and although they
receive compensation from the Bank in their capacity as officers of the Bank,
they presently receive no separate cash compensation from Mercantile.
The members of the Nominating Committee consist of David M. Hecht, Dale J.
Visser, and Robert M. Wynalda. The Nominating Committee is responsible for
reviewing and making recommendations to the Board of Directors as to its size
and composition, and recommending to the Board of Directors candidates for
election as directors at Mercantile's annual meetings. The Nominating Committee
will consider as potential nominees persons recommended by shareholders.
Recommendations should be submitted to the Nominating Committee in care of
Gerald R. Johnson, Jr., Chairman and Chief Executive Officer of Mercantile. Each
recommendation should include a personal biography of the suggested nominee, an
indication of the background or experience that qualifies such person for
consideration, and a statement that such person has agreed to serve if nominated
and elected. Shareholders who themselves wish to effectively nominate a person
for election to the Board of Directors, as contrasted with recommending a
potential nominee to the Nominating Committee for its consideration, are
required to comply with the advance notice and other requirements set forth in
Mercantile's Articles of Incorporation.
During 2000, there were a total of nine meetings of the Board of Directors
of Mercantile. In addition, there were three meetings of the Audit Committee,
three meetings of the Compensation Committee and one meeting of the Nominating
Committee during 2000. Each director attended at least 75% of the total number
of meetings of the Board of Directors and Committees of the Board of which he or
she was a member, held during 2000, except Robert M. Wynalda who attended 58% of
the meetings.
For 2000, non-employee directors of the Bank were paid an annual retainer
of $2,000 and a $200 fee for each meeting of the Board of Directors of the Bank
that they attended. For 2001, non-employee directors of the Bank were paid an
annual retainer of $3,000, and will be paid $300 for each meeting of the Board
that they attend. The Board of Directors of the Bank generally meets twice a
month. Under the Bank's deferred compensation plan for non-employee directors,
directors may elect to defer the receipt of the annual retainer and meeting fees
until they are no longer serving on the Board. Directors receive no compensation
for their services as members of the Board of Directors of Mercantile.
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AUDIT COMMITTEE REPORT
The following Audit Committee Report does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Mercantile filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent Mercantile specifically incorporates
this report by reference.
The members of the Audit Committee consist of Betty S. Burton, Edward J.
Clark, C. John Gill, David M. Hecht and Robert M. Wynalda. Each of the members
of the Audit Committee is an independent director as that term is defined in
Rule 4200(a) of The Nasdaq Stock Market Rules. The Audit Committee's
responsibilities include recommending to the Board of Directors the independent
auditors to be selected, reviewing the scope of proposed audits and the
procedures to be used, and the results of the audits, reviewing the adequacy and
effectiveness of accounting and financial controls, and reviewing the internal
auditing function and the financial statements of Mercantile.
During 2000, the Audit Committee developed a charter for the Audit
Committee, which was approved by the Board of Directors. The complete text of
the charter is included in Appendix A to this Proxy Statement.
Management has the primary responsibility for the financial statements and
the reporting process, including Mercantile's systems of internal controls. In
fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements for the year ended December 31, 2000 with
management, including a discussion of the quality and the acceptability of
Mercantile's financial reporting and controls.
The Audit Committee reviewed with the independent auditors, Crowe Chizek &
Company LLP, who are responsible for expressing an opinion on the conformity of
those audited financial statements with generally accepted accounting
principles, their judgments as to the quality and the acceptability of
Mercantile's financial reporting and such other matters as are required to be
discussed with the Audit Committee under generally accepted auditing standards,
including the matters required to be discussed pursuant to Statement on Auditing
Standards No. 61 (Communications with Audit Committees). In addition, the Audit
Committee has discussed with Crowe Chizek & Company LLP the auditors'
independence from management and Mercantile, including the matters in the
auditors' written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). The Audit
Committee has considered the compatibility of the provision of non-audit
services with maintaining the auditor's independence.
The Audit Committee also discussed with Mercantile's internal and
independent auditors the overall scope and plans for their respective audits.
The Audit Committee meets periodically with the internal and independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluations of Mercantile's internal controls, and the
overall quality of Mercantile's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2000 for filing with the Securities and Exchange Commission. The
Audit Committee also evaluated and recommended to the Board the reappointment of
Mercantile's independent auditors for fiscal 2001.
Audit Committee
Betty S. Burton
Edward J. Clark
C. John Gill
David M. Hecht
Robert M. Wynalda
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AUDIT FEES
The aggregate fees billed to Mercantile for 2000 by Mercantile's accounting
firm, Crowe Chizek & Company LLP, are as follows:
Audit Fees.................................................. $ 53,500
Financial Information Systems Design and Implementation
Fees...................................................... 0
All Other Fees.............................................. 110,632
--------
Total....................................................... $164,132
COMPENSATION COMMITTEE REPORT
The following Compensation Committee Report and the shareholder return
performance graph included elsewhere in this Proxy Statement do not constitute
soliciting material and should not be deemed filed or incorporated by reference
into any other Mercantile filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent Mercantile specifically
incorporates this report or the performance graph by reference.
The compensation of the executive officers of Mercantile is determined by
the Board of Directors based on recommendations of the Compensation Committee.
Mercantile seeks to establish compensation at a level that will attract,
motivate and retain experienced executive officers who can increase shareholder
value, deliver competitive products and services to customers, and provide
leadership for employees. Salaries are intended to be competitive, and reflect
factors such as individual performance, level of responsibility, and prior
experience. Incentive compensation and stock option awards are intended to align
the interests of executive officers with that of the shareholders and reward
performance that increases shareholder value.
Executive compensation is comprised of the following:
1. Salary.
2. Incentive compensation payable in the form of a cash bonus based on the
attainment by Mercantile of certain annual performance criteria
established by the Board of Directors.
3. Discretionary awards of stock options.
4. Participation in other benefit plans offered to all employees including
401(k), health insurance, disability insurance and life insurance.
Annual salaries for Mercantile's Chairman and Chief Executive Officer and
President and Chief Operating Officer increased in 2000. During the three-year
time period in which Mercantile has been operating, growth in earnings per share
and asset levels has been significant, and the salary increase granted these two
executive officers during the year recognizes the contribution these individuals
have made to the success of the organization. Executive salaries and incentive
compensation are also based in part on information derived from industry
compensation studies performed by Mercantile's auditors and by surveys conducted
by the Michigan Bankers Association and the Bank Administration Institute.
Compensation information is also taken from proxy materials filed with the
Securities and Exchange Commission by other comparable financial institutions.
This information is analyzed by Mercantile's Director of Human Resources and, in
conjunction with Mercantile's independent auditor, presented to the Compensation
Committee for the formulation of a salary recommendation to be approved by the
Board of Directors.
Executive bonuses are also determined by the Board of Directors as the
result of a recommendation by the Compensation Committee and are based on the
same criteria as is the incentive compensation for all non-lender employees.
Compensation Committee
Peter A. Cordes
Lawrence W. Larsen
Calvin D. Murdock
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SUMMARY COMPENSATION TABLE
The following table details the compensation earned by the named executives
for the three years ended December 31, 2000:
LONG TERM
COMPENSATION
ANNUAL COMPENSATION --------------------------
--------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
--------------------------- ---- ------ ----- ------- ---------------
Gerald R. Johnson, Jr....................... 2000 $250,000 $87,500 4,200 $11,793
Chairman of the Board and 1999 188,601 50,000 0 9,683
Chief Executive Officer of Mercantile 1998 164,231 0 7,350 8,655
and Chairman of the Board of the Bank
Michael H. Price............................ 2000 220,000 77,000 4,200 10,610
President and Chief Operating Officer of 1999 158,997 42,500 0 8,099
Mercantile and President and Chief 1998 135,307 0 7,350 6,919
Executive Officer of the Bank
Robert B. Kaminski.......................... 2000 108,309 28,000 4,042 5,485
Senior Vice President and Secretary of 1999 95,532 24,500 0 3,869
Mercantile and the Bank 1998 84,908 0 5,250 3,400
- -------------------------
(1) Includes for 2000, matching contributions by the Bank to the 401(k) plan
accounts of Messrs. Johnson, Price and Kaminski in the amounts of $8,500,
$8,500 and $5,485. Also includes for 2000, life and disability insurance
premiums paid by the Bank on policies insuring Mr. Johnson of $1,455 and
$1,828, and Mr. Price of $1,350 and $760. These policies are in addition to
the Bank's group insurance plans that are generally available to salaried
employees.
OPTION GRANTS IN 2000
Mercantile's 1997 Employee Stock Option Plan and 2000 Employee Stock Option
Plan provide for stock options to be granted to Mercantile's and the Bank's
senior management and other employees designated by the Board of Directors. The
Board of Directors of Mercantile is responsible for awarding the stock options
and administering the plans. The following table provides information on options
granted to the named executives during the year ended December 31, 2000:
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
NO. OF SHARES % OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM
OPTIONS TO EMPLOYEES PRICE EXPIRATION --------------------
NAME GRANTED IN 2000 PER SHARE(6) DATE 5% 10%
---- ------------- --------------- ------------ ---------- -- ---
Gerald R Johnson,
Jr. .................. 2,100(1) 5.4 $11.90 02/16/2010 $14,093 $37,248
2,100(2) 5.4 11.01 11/08/2010 14,450 36,850
Michael H. Price........ 2,100(3) 5.4 $11.90 02/16/2010 $14,093 $37,248
2,100(4) 5.4 11.01 11/08/2010 14,450 36,850
Robert B. Kaminski...... 892(5) 2.3 $11.90 02/16/2010 $ 5,986 $15,822
3,150(4) 8.1 11.01 11/08/2010 21,810 55,275
- -------------------------
(1) Option becomes exercisable on July 22, 2002.
(2) Option becomes exercisable on January 1, 2002.
(3) Option becomes exercisable on December 1, 2001.
(4) Option becomes exercisable on November 9, 2001.
(5) Option becomes exercisable on September 21, 2001.
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(6) The exercise price for each of the options granted under the plans has been
the market price of the Common Stock at the time the option was granted. The
exercise price may be paid in cash, by the delivery of previously owned
shares, or by a combination of cash and shares.
AGGREGATED STOCK OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES
The following table provides information on the exercise of stock options
during the year ended December 31, 2000 by the named executives and the value of
unexercised options at December 31, 2000:
NUMBER OF VALUE OF
SHARES UNEXERCISED UNEXERCISED IN-THE-MONEY
ACQUIRED ON VALUE OPTIONS AT 12/31/00 OPTIONS AT 12/31/00
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- -------- ------------------------- ----------------------------
Gerald R. Johnson, Jr........ None N/A 42,000/11,550 $ 73,794/$ 563
Michael H. Price............. None N/A 29,400/ 4,200 28,224/ 563
Robert B. Kaminski........... None N/A 10,500/ 4,042 9,224/ 8,442
- -------------------------
(1) In accordance with the SEC's rules, values are calculated by subtracting the
exercise price from the fair market value of the underlying Common Stock.
For purposes of this table, fair market value is deemed to be $11.28 per
share, the average of the highest and lowest sales prices reported on The
Nasdaq Stock Market on December 29, 2000.
EMPLOYMENT AGREEMENTS
GERALD R. JOHNSON, JR. AND MICHAEL H. PRICE. Effective December 1, 1998,
the Bank and Mercantile entered into Employment Agreements with Mr. Johnson and
Mr. Price providing for their employment from December 1, 1998 through December
31, 2001, and certain severance, confidentiality and non-compete arrangements
that would continue after the employment period. Effective December 31, 1999,
the Employment Agreements were amended and restated. The amendments extended the
employment period an additional year to December 31, 2002, and provide for the
employment period to extend an additional year, each December 31, starting
December 31, 2000, so that as of each December 31, there will be three years
remaining in the employment period. The annual extension of the employment
period can be avoided by the Bank, Mercantile, or the officer giving notice to
the others that the employment period is not to be extended. Effective October
12, 2000, the Employment Agreements were further amended and restated, primarily
to establish the base salaries for 2001 for Mr. Johnson at $275,000 and for Mr.
Price at $242,000.
The Employment Agreement with Mr. Johnson provides him with an annual base
salary of $250,000 for 2000 and of $275,000 for 2001. The Employment Agreement
with Mr. Price provides for an annual base salary of $220,000 for 2000 and of
$242,000 for 2001. For future years their annual base salaries will be an amount
set by the Board of Directors of the Bank that is not less than their annual
base salary for the immediately preceding year.
In addition to the annual base salary, the Employment Agreements provide
that Mr. Johnson and Mr. Price are entitled to participate in any employee
benefit and incentive compensation plans of Mercantile and the Bank, including
health insurance, life and disability insurance, stock option, profit sharing
and retirement plans. Under a profit sharing plan expected to be in effect for
2000 and 2001, Messrs. Johnson and Price may each receive a bonus for those
years of up to 35% of their annual base salary for 2000, and up to 40% of their
annual base salary for 2001. The bonuses are payable, when aggregated with
bonuses to the other Bank employees, to the maximum extent of 33% of the excess
of actual net operating income over budgeted net operating income of Mercantile.
In the event that either of the officers becomes disabled or dies during
the employment period he is entitled to benefits under his Employment Agreement.
In the event of disability, the officer continues to receive his then current
annual base salary through the end of the employment period, and any disability
benefits payable under disability plans provided by the Bank or Mercantile. The
officer also continues to participate in life, disability, and health insurance
plans of the Bank or Mercantile, through age 65, to the
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extent permitted under such plans. If the officer dies during the employment
period, the Bank is obligated to pay the officer's legal representative a death
benefit of $250,000, and if the Bank or Mercantile owns any life insurance
insuring the life of the officer, the proceeds of the policies are payable to
the named beneficiaries.
The Employment Agreements provide severance benefits in the event that the
officer's employment is terminated by Mercantile and the Bank without "Cause" or
the officer elects to terminate his employment for "Good Reason" during the
employment period. In such event, the officer is entitled to receive the greater
of (i) his annual base salary through the end of the employment period or (ii)
$500,000; in either case payable over 18 months in equal monthly installments.
In addition, in the case of such a termination of employment, the officer is
entitled to continue his participation in life, disability and health insurance
plans provided by the Bank or Mercantile for 18 months, to the extent permitted
under such plans, to an assignment of any assignable life insurance policies
owned by the Bank or Mercantile insuring his life, and $10,000 for out-
placement, interim office and related expenses. The Employment Agreements also
provide severance benefits in the event that after the employment period and
prior to the officer reaching the age of 65, the officer's employment is
terminated by the Bank and Mercantile without "Cause" or the officer's annual
base salary is reduced without "Cause". In such event, the officer receives the
same benefits as are described above for a termination during the employment
period, except that when determining the cash severance payable to him over the
18 months following his termination, the alternative of receiving his annual
base salary through the end of the employment period does not apply, and instead
he receives the stated dollar amount of $500,000. In the event that an officer's
employment is terminated for "Cause" during the employment period, the officer
is not entitled to any accrued rights that he may then have under any stock
option plan of Mercantile.
Under the Employment Agreements, Mr. Johnson and Mr. Price agree not to
disclose, except as required by law, any confidential information relating to
the business or customers of the Bank or Mercantile, or use any confidential
information in any manner adverse to the Bank or Mercantile. In addition, each
has agreed that for 18 months following his employment with the Bank and
Mercantile, he will not be employed by, or act as a director or officer of, any
business engaged in banking within a 50 mile radius of Grand Rapids, Michigan
that solicits customers of the Bank.
ROBERT B. KAMINSKI. The Bank and Mercantile have entered into an Employment
Agreement with Mr. Kaminski for his services as Senior Vice President and
Secretary of Mercantile and Senior Vice President, Chief Operating Officer and
Chief Loan Review Officer of the Bank, beginning January 1, 2001, on
substantially the same terms as the Employment Agreements described for Mr.
Johnson and Mr. Price above, except that the compensation and severance amounts
are different. Mr. Kaminski's Employment Agreement establishes his base salary
for 2001 at $121,000, a death benefit of $100,000, a minimum severance benefit
of $250,000 during his employment period, and $125,000 after the employment
period.
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SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on Mercantile Common Stock (based on the
last reported sales price of the respective year) with the cumulative total
return of the Nasdaq Stock Market Index (United States stocks only) and the
Nasdaq Bank Stocks Index from October 23, 1997 (the date Mercantile's Common
Stock began trading) through December 31, 2000. The following information is
based on an investment of $100 on October 23, 1997, in Mercantile common stock,
the Nasdaq Stock Market Index and the Nasdaq Bank Stocks Index, with dividends
reinvested where applicable.
MERCANTILE BANK CORPORATION
[LINE GRAPH]
MERCANTILE BANK
CORPORATION NASDAQ - TOTAL US* NASDAQ BANK INDEX*
--------------- ------------------ ------------------
10/23/97 100.00 100.00 100.00
12/31/97 85.42 94.27 110.67
06/30/98 158.33 113.37 114.68
12/31/98 141.67 132.94 109.95
06/30/99 133.85 163.10 113.28
12/31/99 106.25 247.06 105.70
06/30/00 80.73 241.07 92.92
12/31/00 98.96 148.65 120.69
PERIOD ENDING
--------------------------------------------------------------------------------------------
INDEX 10/23/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99 06/30/00 12/31/00
- --------------------------------------------------------------------------------------------------------------------------
Mercantile Bank
Corporation 100.00 85.42 158.33 141.67 133.85 106.25 80.73 98.96
NASDAQ -- Total US* 100.00 94.27 113.37 132.94 163.10 247.06 241.07 148.65
NASDAQ Bank Index* 100.00 110.67 114.68 109.95 113.28 105.70 92.92 120.69
CERTAIN TRANSACTIONS
The Bank has had, and expects in the future to have, loan and other
financial transactions in the ordinary course of business with Mercantile's
directors, executive officers, and principal shareholders (and their associates)
on substantially the same terms as those prevailing for comparable transactions
with others. All such transactions (i) were made in the ordinary course of
business, (ii) were made on substantially the same terms, including interest
rates and collateral on loans, as those prevailing at the time for comparable
transactions with other persons, and (iii) in the opinion of management did not
involve more than the normal risk of collectibility or present other unfavorable
features.
As of December 31, 2000, the Bank had outstanding 35 loans to the directors
or executive officers of Mercantile, or their associates, totaling approximately
$3.7 million in aggregate amount, under commitments totaling approximately $7.2
million.
In 1999, the Bank purchased from American Seating Company office furniture
for its Alpine Township branch and operations center and paid American Seating
Company approximately $93,000 for the office
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furniture. Edward Clark is a member of the Board of Directors of Mercantile and
the Bank, and the President, Chief Executive Officer, and majority shareholder
of American Seating Company.
In November of 1998, the Bank entered into a contract with Visser Brothers,
Inc. for it to act as construction manager and perform portions of the
construction for the Bank's new operations facility and branch located in Alpine
Township, a suburb of Grand Rapids, Michigan. Dale Visser and Bruce Visser, who
are brothers, are owners of a substantial majority of Visser Brothers. Dale
Visser is a member of the Board of Directors of Mercantile and the Bank, and
both were organizers of the Bank. The contract estimated the construction costs
for the facility at not more than approximately $1.3 million. Visser Brothers
was to receive approximately 5% of this amount for its construction management
services, and be reimbursed for the wages, salaries, and related taxes and
benefits of construction workers and supervisory and administrative personnel
that it employed in connection with the construction. The payments for the
percentage amount and reimbursements totaled approximately $60,000 for the
project. In addition, when deemed appropriate by the Bank, the architect for the
project, and Visser Brothers, the Bank permitted Visser Brothers to bid as a
subcontractor for portions of the work that were to be performed on the project.
In several instances, Visser Brothers was hired as a subcontractor where its bid
was determined to be the most favorable. The Bank paid a total of approximately
$511,000 to Visser Brothers for serving as a subcontractor for the project.
In 1997, the Bank contracted with Visser Brothers Inc. to renovate the
building that the Bank is leasing for its main office. The contract provided for
the payment of approximately $450,000 to Visser Brothers for renovation work
that it performed under its base bid, and an additional approximately $150,000
for work that was specified in the contract to be performed by a separate
supplier. The contract was awarded to Visser Brothers after being submitted for
bids. The renovations were completed in December of 1997 pursuant to
specifications provided by the Bank's architect.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Mercantile's
officers and directors, and persons who own more than 10% of Mercantile Common
Stock ("Reporting Persons") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Mercantile's director,
Calvin D. Murdock, failed to file one report on Form 5 reporting the acquisition
of 50 shares, and disposition by gift of 10 shares, during 2000.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Crowe, Chizek & Company LLP as
Mercantile's principal independent auditors for the year ending December 31,
2001. Representatives of Crowe, Chizek & Company LLP plan to attend the Annual
Meeting of shareholders, will have the opportunity to make a statement if they
desire to do so, and will respond to appropriate questions by shareholders.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
A proposal submitted by a shareholder for the 2002 Annual Meeting of
shareholders must be sent to the Secretary of Mercantile, 216 North Division
Avenue, Grand Rapids, Michigan 49503, and received by November 9, 2001 in order
to be eligible to be included in Mercantile's Proxy Statement for that meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the Annual Meeting. If other matters are presented upon which a vote may
properly be taken it is the intention of the persons named in the proxy to vote
the proxies in accordance with their best judgment.
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ANNEX A
MERCANTILE BANK CORPORATION
AUDIT COMMITTEE CHARTER
ORGANIZATION
There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.
STATEMENT OF POLICY
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, and the financial management of the
corporation.
RESPONSIBILITIES
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to 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.
In carrying out these responsibilities, the audit committee will:
- Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
- Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations of
the independent auditors.
- Review with the independent auditors, the company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the corporation, and elicit any
recommendations for the improvement of such internal control procedures
or particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
internal controls to expose any payments, transactions, or procedures
that might be deemed illegal or otherwise improper. Further, the
committee periodically should review company policy statements to
determine their adherence to the code of conduct.
- Review the internal audit function of the corporation including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans with
the independent auditors.
- Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit
plan, with explanations for any deviations from the original plan.
- Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
Any changes in accounting principles should be reviewed.
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- Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the audit committee without members of
management present. Among the items to be discussed in these meetings are
the independent auditors' evaluation of the corporation's financial,
accounting, and auditing personnel, and the cooperation that the
independent auditors received during the course of the audit.
- Review accounting and financial human resources and succession planning
within the company.
- Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.
- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
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MBCCM-PS-01
19
MERCANTILE BANK CORPORATION
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398
MERCANTILE BANK CORPORATION
Dear Shareholder,
Enclosed with this proxy is your Notice of Annual Meeting and Proxy
Statement, and 2000 Annual Report. We encourage you to carefully read these
materials and exercise your right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will
be voted, then sign the proxy card, detach it, and return your proxy vote
in the enclosed postage paid envelope. If you plan to attend the meeting,
please mark the appropriate box on the proxy.
Your proxy card must be received prior to the Annual Meeting of
Shareholders on April 19, 2001.
Sincerely,
Mercantile Bank Corporation
DETACH HERE
[X] PLEASE MARK -------
VOTES AS IN |
THIS EXAMPLE |
- -------------------------------------------------------------
MERCANTILE BANK CORPORATION
- -------------------------------------------------------------
1. Election of Directors.
Nominees as Directors:
(01) EDWARD J. CLARK (03) GERALD R. JOHNSON, JR. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL
(02) C. JOHN GILL (04) CALVIN D. MURDOCK NOMINEES.
(05) DONALD WILLIAMS, SR.
For all [ ] Withheld [ ]
Nominees from all
Nominees
In their discretion, the Proxies are authorized to vote upon
[ ] such other matters as may properly come before the meeting,
----------------------------------------------------- or at any adjournment of the meeting.
For all nominees except as noted above
Mark box at right if you plan to attend the meeting. [ ]
Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
Signature: Date: Signature: Date:
---------------------------------- ----------------- --------------------------------- ------------
20
MERCANTILE BANK CORPORATION
216 NORTH DIVISION AVENUE, GRAND RAPIDS, MICHIGAN 49503
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2001
The undersigned hereby appoints Betty S. Burton and Peter A. Cordes, or
either of them, with power of substitution in each, proxies of the undersigned
to vote all Common Stock of the undersigned in Mercantile Bank Corporation, at
the Annual Meeting of Shareholders to be held on April 19, 2001, and at all
adjournments thereof.
IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) hereon. Joint owners should each
sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign. If a corporation or partnership, the signature should be that
of an authorized person who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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