UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
Eastern Virginia Bankshares, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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EASTERN VIRGINIA BANKSHARES, INC.
217 Duke Street
Tappahannock, Virginia 22560
March 25, 2002
Dear Shareholder:
You are cordially invited to attend the 2002 Annual Meeting of Shareholders
of Eastern Virginia Bankshares, Inc. to be held on Thursday, April 18, 2002 at
10:00 a.m. at St. Margaret's School, 444 Water Lane, Tappahannock, Virginia.
At the Annual Meeting, you will be asked to elect 12 directors for terms of
one year and to ratify the appointment of independent auditors for the Company
for 2002. Enclosed with this letter is a formal notice of the Annual Meeting, a
Proxy Statement and a form of proxy.
Whether or not you plan to attend the Annual Meeting, it is important that
your shares be represented and voted. Please complete, sign, date and return the
enclosed proxy promptly using the enclosed postage-paid envelope. The enclosed
proxy, when returned properly executed, will be voted in the manner directed in
the proxy.
We hope you will participate in the Annual Meeting, either in person or by
proxy.
Sincerely,
/s/ Ned Stephenson
Ned Stephenson
President and Chief Executive Officer
EASTERN VIRGINIA BANKSHARES, INC.
217 Duke Street
Tappahannock, Virginia 22560
___________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
___________________
The Annual Meeting of Shareholders (the "Annual Meeting") of Eastern
Virginia Bankshares, Inc. (the "Company") will be held on Thursday, April 18,
2002, at 10:00 a.m. at St. Margaret's School, 444 Water Lane, Tappahannock,
Virginia, for the following purposes:
1. To elect 12 directors to serve for terms of one year each expiring at
the 2003 annual meeting of shareholders;
2. To ratify the appointment of the firm of Yount, Hyde & Barbour, P.C. as
independent auditors for the Company for the fiscal year ending December
31, 2002; and
3. To act upon such other matters as may properly come before the Annual
Meeting.
Only holders of shares of Common Stock of record at the close of business
on March 15, 2002, the record date fixed by the Board of Directors of the
Company, are entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors
/s/ L. Edelyn Dawson, Jr.
L. Edelyn Dawson, Jr.
Corporate Secretary
March 25, 2002
EASTERN VIRGINIA BANKSHARES, INC.
217 Duke Street
Tappahannock, Virginia 22560
PROXY STATEMENT
This Proxy Statement is furnished to holders of the common stock, par
value $2.00 per share ("Common Stock"), of Eastern Virginia Bankshares, Inc.
(the "Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company to be used at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on Thursday, April 18, 2002, at 10:00 a.m. at St.
Margaret's School, 444 Water Lane, Tappahannock, Virginia, and any duly
reconvened meeting after adjournment thereof.
Any shareholder who executes a proxy has the power to revoke it at any
time by written notice to the Secretary of the Company, or by executing a proxy
dated as of a later date. It is expected that this Proxy Statement and the
enclosed proxy card will be mailed on or about March 25, 2002, to all
shareholders entitled to vote at the Annual Meeting.
The cost of soliciting proxies for the Annual Meeting will be borne by
the Company. The Company does not intend to solicit proxies otherwise than by
use of the mails, but certain officers and regular employees of the Company or
its subsidiaries, without additional compensation, may use their personal
efforts, by telephone or otherwise, to obtain proxies. The Company may also
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses in forwarding proxy materials to the
beneficial owners of shares of Common Stock.
On March 15, 2002, the record date for determining those shareholders
entitled to notice of and to vote at the Annual Meeting, there were 4,892,521
shares of Common Stock issued and outstanding. Each outstanding share of Common
Stock is entitled to one vote on all matters to be acted upon at the Annual
Meeting. A majority of the shares of Common Stock entitled to vote, represented
in person or by proxy, constitutes a quorum for the transaction of business at
the Annual Meeting.
A shareholder may abstain or (only with respect to the election of
directors) withhold his or her vote (collectively, "Abstentions") with respect
to each item submitted for shareholder approval. Abstentions will be counted for
purposes of determining the existence of a quorum. Abstentions will not be
counted as voting in favor of the relevant item.
A broker who holds shares in "street name" has the authority to vote on
certain items when it has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
"broker nonvote." Under the circumstances where the broker is not permitted to,
or does not, exercise its discretion, assuming proper disclosure to the Company
of such inability to vote, broker nonvotes will not be counted for purposes of
determining the existence of a quorum, and also will not be counted as not
voting in favor of the particular matter.
The Board of Directors is not aware of any matters other than those
described in this Proxy Statement that may be presented for action at the Annual
Meeting. However, if other matters do properly
1
come before the Annual Meeting, the persons named in the enclosed proxy card
possess discretionary authority to vote in accordance with their best judgment
with respect to such other matters.
PROPOSAL ONE
ELECTION OF DIRECTORS
Twelve directors will be elected at the Annual Meeting. The individuals
listed below are nominated by the Board of Directors for election at the Annual
Meeting.
The election of each nominee for director requires the affirmative vote
of the holders of a plurality of the shares of Common Stock cast in the election
of directors. If the proxy is executed in such manner as not to withhold
authority for the election of any or all of the nominees for directors, then the
persons named in the proxy will vote the shares represented by the proxy for the
election of the 12 nominees named below. If the proxy indicates that the
shareholder wishes to withhold a vote from one or more nominees for director,
such instructions will be followed by the persons named in the proxy.
Each nominee has consented to being named in this Proxy Statement and
has agreed to serve if elected. The Board of Directors has no reason to believe
that any of the nominees will be unable or unwilling to serve. If, at the time
of the Annual Meeting, any nominee is unable or unwilling to serve as a
director, votes will be cast, pursuant to the enclosed proxy, for such
substitute nominee as may be nominated by the Board of Directors. There are no
current arrangements between any nominee and any other person pursuant to which
a nominee was selected. No family relationships exist among any of the directors
or between any of the directors and executive officers of the Company.
The following biographical information discloses each nominee's age,
business experience in the past five years and the year each individual was
first elected to the Board of Directors:
Nominees for Election Whose Terms Expire in 2003
Name (Age) of Date First
Director Elected Principal Occupation During Past 5 Years
-------- -------- ----------------------------------------
W. Rand Cook 1997 Attorney with McCaul, Martin, Evans & Cook, P.C.
Age 48 in Mechanicsville, Virginia. Chairman of the Board
and a Director of Hanover Bank since 2000.
L. Edelyn Dawson, Jr. 1997 Secretary of the Board of the Company and Senior Vice
Age 61 President and Secretary of the Bank of Northumberland
since 1991 and a Director of the Bank of Northumberland
since 1997.
F. L. Garrett, III 1997 Realtor in Essex County, Virginia. Vice Chairman of the
Age 62 Board of the Company and Chairman of the Board of Southside
Bank since 1997 and a Director of Southside Bank since 1982
F. Warren Haynie, Jr. 1997 Attorney at Law, Lottsburg, VA and a Director of Bank of
Age 63 Northumberland since 1987.
2
Eric A. Johnson 1997 General Manager of Mason Realty, Inc. in Urbanna,
Age 48 Virginia and a Director of Southside Bank since 1988.
William L. Lewis 1997 Attorney with Lewis & Ware, P.C. in Tappahannock, Virginia
Age 51 and a Director of Southside Bank since 1989.
Lewis R. Reynolds 1997 Senior Vice President of the Company, and President and
Age 51 Chief Executive Officer of Bank of Northumberland since
1991, and a Director of Bank of Northumberland since 1994.
Charles R. Revere new President of Revere Gas and Appliance and a Director of
Age 63 nominee Southside Bank since 1988.
Ned Stephenson 2001 President and Chief Executive Officer of the Company since
Age 48 2001. Executive Vice President of the Company from 2000 to 2001.
Chief Financial Officer of the Company from 1997 to 2000. Officer
of Southside Bank since 1987.
Howard R. Straughan, Jr. 2001 Retired Banker, and a Director of Bank of Northumberland since 1994
Age 72
Leslie E. Taylor 2000 CPA with Leslie E. Taylor, CPA, PC, Tappahannock, Virginia
Age 53 and a Director of Southside Bank since 1989.
Jay T. Thompson, III 2000 Owner of Mechanicsville Drug Store, Mechanicsville, Virginia
Age 45 and Chairman of Hanover Bank since 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
NOMINEES SET FORTH ABOVE.
Security Ownership of Management
The following table sets forth, as of March 1, 2002, certain
information with respect to beneficial ownership of shares of Common Stock by
each of the members of the Board of Directors and each nominee, by each of the
executive officers named in the "Summary Compensation Table" below and by all
directors and executive officers as a group. Beneficial ownership includes
shares, if any, held in the name of the spouse, minor children or other
relatives of a director living in such person's home, as well as shares, if any,
held in the name of another person under an arrangement whereby the director or
executive officer can vest title in himself at once or at some future time.
Amount and Nature of
Name Beneficial Ownership Percent of Class (%)
---- -------------------- --------------------
Thomas M. Boyd, Jr 23,772 *
W. Rand Cook 1,466 *
L. Edelyn Dawson, Jr. 17,586 *
F. L. Garrett, III 25,555 *
3
F. Warren Haynie, Jr. 4,327
Eric A. Johnson 6,113 *
William L. Lewis 30,296** *
Lewis R. Reynolds 18,447 *
Charles R. Revere 2,393 *
Ned Stephenson 9,336 *
Howard R. Straughan, Jr 49,000 1.00
Leslie E. Taylor 1,476 *
Jay T. Thompson, III 12,260 *
All present executive officers 176,162 3.60
and directors as a group (15
persons)
______________________
* Percentage of ownership is less than one percent of the outstanding
shares of Common Stock.
** Includes 10,961 shares held in estates and trusts for which Director
Lewis has fiduciary responsibility, but not pecuniary interest.
Security Ownership of Certain Beneficial Owners
As of March 1, 2002, to the Company's knowledge, no one person
beneficially owns more than five percent of the outstanding shares of the
Company's Common Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
any persons who own more than 10% of the outstanding shares of Common Stock, to
file with the Securities and Exchange Commission ("SEC") reports of ownership
and changes in ownership of Common Stock. Officers and directors are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
that they file. Based solely on review of the copies of such reports furnished
to the Company or written representation that no other reports were required,
the Company believes that, during fiscal year 2001, all filing requirements
applicable to its officers and directors were complied with.
The Board of Directors and its Committees
There were 10 meetings of the Board of Directors in 2001. Each director
attended greater than 75% of the aggregate number of meetings of the Board of
Directors and meetings of committees of which the director was a member in 2001.
The Company's Executive Committee, which acts for the Board of
Directors when the Board is not in session, consists of Messrs. Garrett, Haynie,
Lewis, Stephenson and Cook. The Executive Committee met 8 times during the year
ended December 31, 2001.
The Company first formed a compensation committee January 17, of 2002,
and has no standing nominating committee.
Report of the Audit Committee
The Audit Committee consists of Messrs. Taylor, Cook, Johnson and
Haynie, each of whom qualifies as an independent director under current listing
standards of the National Association of
4
Securities Dealers. The Audit Committee reviews the Company's financial
reporting process on behalf of the Board of Directors. Management has the
primary responsibility for the financial statements and the reporting process.
The Company's independent auditors are responsible for expressing an opinion on
the conformity of the Company's audited financial statements to generally
accepted accounting principles. The Audit Committee held 3 meetings during the
year ended December 31, 2001. The Audit Committee acts pursuant to the Audit
Committee Charter adopted by the Board of Directors in May 2000.
The Audit Committee has reviewed and discussed with management the
Company's audited financial statements as of and for the year ended December 31,
2001. The Committee also has discussed with the independent auditors for the
Company the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as amended. The Committee has
received the written disclosures and the letter from the independent auditors
for the Company required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended, and has discussed
with the independent auditors that firm's independence from management and the
Company.
Based on the review and discussions referred to in the above paragraph, the
Committee recommended to the Board of Directors that the year-end audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001 for filing with the Securities and
Exchange Commission.
The Audit Committee
Leslie E. Taylor, Chairman
W. Rand Cook
Eric A. Johnson
F. Warren Haynie, Jr.
March 15, 2002
Fees of Independent Public Accountants
For the year ended December 31, 2001, the Company paid audit fees of
$53,625 and other fees of $6,527 to Yount, Hyde & Barbour, P.C., the Company's
Certified Public Accountants. No fees were paid to Yount Hyde & Barbour, P. C.
for information services consulting.
Director Compensation
As compensation for their services to the Company, each member of the Board
of Directors receives a monthly retainer of $200, plus an additional $600 for
each Board meeting attended. Board members who are also officers do not receive
any additional compensation above their regular salary for attending committee
meetings. In 2001, directors received $55,600 in the aggregate as compensation
for their services as directors.
Executive Compensation
The following table shows, for the fiscal years ended December 31, 2001,
2000 and 1999, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid or accrued for those years, to each
of the named executive officers in all capacities in which they served:
5
Summary Compensation Table
--------------------------
Annual Compensation
-------------------
Name and Other Annual All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($) Compensation ($) (1)
------------------ ---- ---------- --------- ---------------- --------------------
Thomas M. Boyd, Jr 2001 140,019 2,850 * 2,914
President and Chief Executive 2000 141,785 1,350 * 2,877
Officer of Southside Bank 1999 135,616 0 * 2,700
Lewis R. Reynolds 2001 101,650 19,832 * 2,039
Senior Vice President of the 2000 97,204 19,988 * 1,942
Company and President of Bank of 1999 92,155 21,420 * 1,844
Northumberland
L. Edelyn Dawson, Jr. 2001 90,547 17,655 * 1,821
Secretary of the Company and 2000 86,906 17,798 * 1,734
Senior Vice President and 1999 82,593 19,072 * 1,643
Secretary of Bank of
Northumberland
Ned Stephenson 2001 105,000 2,000 * 2,100
President and Chief Executive 2000 95,844 722 * 1,754
Officer of the Company 1999 72,928 0 * 1,459
* All benefits that might be considered of a personal nature did
not exceed the lesser of $50,000 or 10% of total annual salary and
bonus.
(1) Amounts presented represent matching contributions by the Company to
the Company's 401(k) plan.
The Company has a defined-benefit pension plan provided through the
Virginia Bankers Association Insurance Trust. Benefits are based on an
employee's salary at the time of retirement, normally at age 65. All active,
full-time employees of the Company and its subsidiaries, except those employed
by Hanover Bank (a wholly owned subsidiary of the Company), are eligible to
participate in the plan at age 25 with two years of service, at age 36 with one
year of service, or at age 41. Employees do not contribute to the plan, and a
participant becomes 100% vested upon completion of five years of service.
Directors who are full-time employees are eligible for participation. The
estimated annual benefits payable upon retirement are as follows:
Years of Service
----------------
Remuneration 15 20 25 30 35
------------ -- -- -- -- --
$25,000 6,938 9,250 11,563 12,500 13,438
$40,000 11,618 15,490 19,363 21,035 22,708
$55,000 17,468 23,290 29,113 31,910 34,708
$75,000 25,268 33,690 42,113 46,410 50,708
$100,000 35,018 46,690 58,363 64,535 70,708
$125,000 44,768 59,690 74,613 82,660 90,708
$150,000 54,518 72,690 90,863 100,785 110,708
$175,000 62,318 83,090 103,863 115,285 126,708
6
The estimated credited years of service for Messrs. Boyd, Reynolds,
Dawson and Stephenson are 20, 30, 21 and 14 years, respectively.
The benefits in the table are calculated on the basis of a 50% joint
and survivor annuity, assuming that at retirement, the age of the employee's
spouse is 62. Benefits are not subject to deduction for Social Security offset
amounts. Benefits are based on an employee's salary for the 5 years that precede
retirement.
Report on Executive Compensation
The following Report on Executive Compensation and the Stock
Performance Graph below shall not be deemed incorporated by reference by any
general statement incorporating this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or under the Exchange Act, except to the
extent the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
Each of the named executive officers is an executive officer and full
time employee of the Company or one of its bank subsidiaries. Their salaries and
bonuses are set and paid independently by the respective Board which employs
them.
Compensation for each of the named executive officers consists of a
base salary and an annual bonus. The respective boards independently fix base
salaries and bonuses at levels that are competitive or somewhat below the
competitive amounts paid to senior executives with comparable qualifications,
experience, and responsibilities, after comparing salary ranges of other banks
and bank holding companies. Compensation levels are not explicitly linked to the
performance of the Company.
The Board of Directors
W. Rand Cook Lewis R. Reynolds
L. Edelyn Dawson, Jr Ned Stephenson
F. L. Garrett, III Howard R. Straughan, Jr
F. Warren Haynie, Jr Leslie E. Taylor
Eric A. Johnson Jay T. Thompson, III
William L. Lewis
March 15, 2002
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors served as the compensation committee
for all employees of the parent company, Eastern Virginia Bankshares, Inc. until
January 17, 2002, when the compensation committee was formed. Each subsidiary
bank has a separate compensation committee or salary committee for all employees
of that bank, including the CEO of that bank. With the exception of Company
directors Stephenson, Reynolds, and Dawson, who are full time employees of the
Company or one of the subsidiary banks, none of the members of the Board of
Directors of the Company has served as an employee of Eastern Virginia
Bankshares, Inc. or any of its affiliates.
Shareholder Return On Investment
7
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return with that of the S & P 500 Index and with
the SNL $250M-$500M Bank Index, assuming $100 investments in each on 1-2-98,
with dividends reinvested. Prior to 1-2-98, there was no known market in the
Company's stock.
Eastern Virginia Bankshares, Inc.
[GRAPH]
Period Ending
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Index 01/02/98 12/31/98 12/31/99 12/31/00 12/31/01
--------------------------------------------------------------------------------------------------
Eastern Virginia Bankshares, Inc. 100.00 103.76 115.77 90.54 92.68
--------------------------------------------------------------------------------------------------
S&P 500 100.00 127.93 154.86 140.75 124.03
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SNL $250M-$500M Bank Index 100.00 89.85 83.59 80.48 114.35
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Employment Agreements
The Company's subsidiary Bank of Northumberland has employment agreements
with certain Bank executive officers, including Mr. Reynolds and Mr. Dawson, to
serve as officers of Bank of Northumberland. Both contracts are for five-year
terms and expired on November 13, 2001. Each contract also provides for
automatic renewals for successive terms of one year at a time, unless the
contract is terminated by Bank of Northumberland or the employee. Both officers'
salary are determined at the sole discretion of Bank of Northumberland's Board
of Directors, with a minimum 1996 salary of $72,628 for Mr. Reynolds and $67,450
for Mr. Dawson. In the event that either officer's employment is terminated
under this agreement within six months before or 18 months after a change of
control of Bank of Northumberland, the officer is entitled to receive the
greater of (i) his current salary and benefits or (ii)
8
the level of such salary and benefits in effect over the most recent 12 months
preceding the date of his termination of employment. Each officer would be
eligible to receive this compensation subsequent to his termination in these
circumstances over the longer of (i) an additional 12 months, or (ii) the
remainder of his unexpired term.
The Company, Southside Bank and Thomas M. Boyd, Jr. entered into an employment
contract assuring his continued employment until his early retirement on April
1, 2002. The contract provides for Southside Bank to pay Mr. Boyd an annual
salary of $144,050 and assures his right to participate in various benefit plans
and to receive certain deferred compensation payments following the termination
of his employment. The agreement contains customary provisions with respect to
its termination by either party and covenants against competition and the
disclosure of confidential information.
Transactions with Management
Some of the directors and officers of the Company are at present, as in the
past, customers of the Company, and the Company has had, and expects to have in
the future, banking transactions in the ordinary course of its business with
directors, officers, principal shareholders and their associates, on
substantially the same terms, including interest rates and collateral on loans,
as those prevailing at the same time for comparable transactions with others.
These transactions do not involve more than the normal risk of collectibility or
present other unfavorable features.
There were no transactions during 2001 between the Company's directors or
officers and the Company's retirement or profit sharing plans, nor are there any
proposed transactions. Additionally, there are no legal proceedings to which any
director, officer or principal shareholder, or any affiliate thereof, is a party
that would be material and adverse to the Company.
Stock Option Plan
The Company has a stock option plan, approved by the stockholders on April
17, 2001. The plan authorizes up to 400,000 shares to be issued pursuant to the
exercise of options. As of December 31, 2001, no options have been granted.
PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed, subject to shareholder approval, the
firm of Yount, Hyde & Barbour, P.C. as independent public accountants to audit
the consolidated financial statements of the Company for the fiscal year ending
December 31, 2002. Yount, Hyde & Barbour, P.C. has audited the financial
statements of the Company for 4 years. A majority of the votes cast by holders
of the Common Stock is required for the ratification of the appointment of the
independent public accountants.
Representatives of Yount, Hyde & Barbour, P.C. are expected to be present
at the Annual Meeting, will have an opportunity to make a statement, if they
desire to do so, and are expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2002.
9
PROPOSALS FOR 2003 ANNUAL MEETING OF SHAREHOLDERS
Under the regulations of the Securities and Exchange Commission, any
shareholder desiring to make a proposal to be acted upon at the 2003 annual
meeting of shareholders must cause such proposal to be received, in proper form,
at the Company's principal executive offices at 217 Duke Street, Tappahannock,
Virginia 22560, no later than November 27, 2002, in order for the proposal to be
considered for inclusion in the Company's Proxy Statement for that meeting. The
Company presently anticipates holding the 2003 annual meeting of shareholders on
Thursday, April 17, 2003.
The Company's Bylaws also prescribe the procedure a shareholder must follow
to nominate directors or to bring other business before shareholders' meetings.
For a shareholder to nominate a candidate for director at the 2003 annual
meeting of shareholders, notice of nomination must be received by the Secretary
of the Company not less than 60 days and not more than 90 days prior to the date
of the 2003 annual meeting. The notice must describe various matters regarding
the nominee and the shareholder giving the notice. For a shareholder to bring
other business before the 2003 annual meeting of shareholders, notice must be
received by the Secretary of the Company not less than 60 days and not more than
90 days prior to the date of the 2003 annual meeting. The notice must include a
description of the proposed business, the reasons therefor, and other specified
matters. Any shareholder may obtain a copy of the Company's Bylaws, without
charge, upon written request to the Secretary of the Company. Based upon an
anticipated date of April 17, 2003 for the 2003 annual meeting of shareholders,
the Company must receive any notice of nomination or other business no later
than February 18, 2003 and no earlier than January 17, 2003.
OTHER MATTERS
THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001,
INCLUDING FINANCIAL STATEMENTS, IS BEING MAILED TO SHAREHOLDERS WITH THIS PROXY
STATEMENT. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 2001 FILED
WITH THE COMMISSION, EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO RONALD L. BLEVINS, WHOSE ADDRESS IS P.O. Box 1455, TAPPAHANNOCK,
VIRGINIA 22560.
10
PROXY
EASTERN VIRGINIA BANKSHARES, INC.
217 Duke Street, Box 1455
Tappahannock, Virginia 22560
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoint(s) F. Warren Haynie, Jr. and William L. Lewis,
any one or more of whom may act, and hereby authorize them to represent and to
vote, as designated below, all the shares of common stock of Eastern Virginia
Bankshares, Inc. held on record by the undersigned on March 15, 2002, at the
annual meeting of shareholders to be held on April 18, 2002, at Saint Margaret's
School, 444 Water Lane, Tappahannock, Virginia, at 10:00 A.M. or any adjournment
thereof.
1. TO ELECT AS DIRECTORS ALL TWELVE nominees listed below.
INSTRUCTION: To withhold authority to vote for any or all nominee(s), strike a
line through the nominee's name(s) in the list below.
W. Rand Cook Lewis R. Reynolds
L. Edelyn Dawson, Jr Charles R. Revere
F. L. Garrett, III Ned Stephenson
F. Warren Haynie, Jr. Howard R. Straughan, Jr.
Eric A. Johnson. Leslie E. Taylor
William L. Lewis J. T. Thompson, III
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF YOUNT, HYDE & BARBOUR,
P.C., independent public accountants, as auditors for the Company for the
ensuing year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To act upon such other matters as may properly come before the meeting or any
adjournment thereof. As of the date of this Proxy, management has no knowledge
of any matters to be presented for consideration at the Annual Meeting other
than those referred to above. If any other matter properly comes before the
Annual Meeting, the persons named in the accompanying proxy intend to vote such
proxy, to the extent entitled, in accordance with their best judgment.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholders. If no direction is made, this proxy will be
voted for proposals 1 and 2.
Please sign exactly as stock is registered. When shares are held by joint
tenants, both should sign. When signing as executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
--------------------------------------- Signature
--------------------------------------- Signature
(if held jointly)
Date: ------------------------, 2002
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.