SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ]
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
SOUTHWEST BANCORP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total Fee Paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3 Filing Party:
4. Date Filed:
<page>
Oklahoma's
SOUTHWEST BANCORP, INC.
March 14, 2003
Dear Fellow Shareholder:
We invite you to attend our 2003 Annual Meeting of Shareholders to be
held in the Auditorium, Room 215, of the Stillwater Public Library, 1107 South
Duck Street, Stillwater, Oklahoma on Thursday, April 24, 2003 at 11:00 a.m.,
Central Time.
At our Annual Meeting, we will discuss highlights of the past year and
the first quarter of 2003. The 2002 results are presented in detail in the
enclosed Annual Report.
The Annual Meeting has been called for the election of directors and to
consider any other matters as may properly come before the Annual Meeting or any
adjournments. Directors and officers of Southwest, as well as representatives of
Ernst & Young LLP, Southwest's independent auditors, will be present to respond
to any questions the shareholders may have.
YOUR VOTE IS IMPORTANT TO SOUTHWEST. Please complete the proxy card and
return it in the enclosed, postage-paid envelope.
Thank you for investing in Southwest.
You also are invited to a reception and dinner on the evening of
Wednesday, April 23, 2003, at 6:30 p.m. in Stillwater, Oklahoma. If you plan to
attend this reception and dinner please fill out the enclosed card and return it
to us by April 17, 2003, so we may make the proper arrangements.
Sincerely,
/s/ Rick Green
-----------------------
Rick Green
<page>
SOUTHWEST BANCORP, INC.
608 SOUTH MAIN STREET
STILLWATER, OKLAHOMA 74074
(405) 372-2230
NOTICE OF ANNUAL MEETING
APRIL 24, 2003
The Annual Meeting of Shareholders of Southwest Bancorp, Inc.
("Southwest"), will be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma at 11:00 a.m.,
Central Time, on Thursday, April 24, 2003.
The Annual Meeting is for the purpose of considering and acting upon:
1. The election of three directors of Southwest; and
2. The transaction of such other matters as may properly come before
the Annual Meeting or any adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
PERSONS NOMINATED FOR ELECTION. The Board is not aware of any other business to
come before the Annual Meeting.
Only shareholders of record at the close of business on March 7, 2003,
will be entitled to vote at the Annual Meeting and any adjournments or
postponements. A Proxy Card and a Proxy Statement for the Annual Meeting are
enclosed. Whether or not you attend the meeting in person, it is important that
your Southwest shares be represented and voted. Please vote by completing,
signing and dating your proxy card, and returning it as soon as possible in the
enclosed, postage-paid envelope. You may change your proxy later or vote in
person at the meeting, if you wish.
A complete list of shareholders entitled to vote at the Annual Meeting
will be open for examination by any shareholder for any purpose germane to the
Annual Meeting during ordinary business hours at Southwest's main office during
the ten days prior to the Annual Meeting.
The proxy statement, voting instruction card, and Southwest's 2002
Annual Report are being distributed on or about March 14, 2003.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kerby E. Crowell
-------------------------
KERBY E. CROWELL
Stillwater, Oklahoma SECRETARY
March 14, 2003
<page>
P R O X Y S T A T E M E N T
Q U E S T I O N S AND A N S W E R S
Q: WHAT AM I VOTING ON?
A: You are voting on the re-election of the following three directors,
James E. Berry II, Joe Berry Cannon, and Robert B. Rodgers, each for a
three-year term. (See page 2.)
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Q: WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
A: Shareholders of Southwest's common stock as of the close of business on
March 7, 2003 (the Record Date) are entitled to vote at the meeting.
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Q: HOW DO I VOTE?
A: You may vote by completing, signing, and dating the proxy card, and
returning it in the enclosed, postage-paid envelope. If you return your
signed proxy card but do not indicate your voting preference, your card
will be voted in favor of the re-election of all three directors. You
have the right to revoke your proxy any time before the Annual Meeting,
and shareholders who attend the meeting may withdraw their proxies and
vote in person if they wish.
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Q: IS MY VOTE CONFIDENTIAL?
A: Yes, only the inspectors of election and a limited number of employees
and transfer agent personnel associated with processing the votes will
know how you cast your vote.
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Q: WHO WILL COUNT THE VOTES?
A: Computershare Investor Services, LLC, Southwest's transfer agent, will
tabulate the votes.
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Q: WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE PROXY CARD?
A: If you receive more than one proxy card, it indicates that you own
shares in more than one account, or your shares are registered in
various names. You should vote all proxy cards you receive by
completing, signing, dating, and returning each proxy card in the
enclosed, postage-paid envelope.
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Q: WHAT CONSTITUTES A QUORUM AT THE ANNUAL MEETING?
A: On the Record Date, there were 5,862,861 shares of Southwest common
stock issued and outstanding. Each share is entitled to one vote on all
matters voted on at the Annual Meeting. A majority of the outstanding
shares, present or represented by proxy, will be a quorum for the
Annual Meeting. If you submit a properly executed proxy card, you will
be considered part of the quorum. Abstentions and shares held for you
by your broker or nominee (broker shares) that are voted on any matter
are included in the quorum. Broker shares that are not voted on any
matter are not included in the quorum and are not included in
determining the number of votes cast in the election of directors.
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Q: WHO MAY ATTEND THE ANNUAL MEETING?
A: All shareholders as of the Record Date may attend, although seating is
limited.
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Q: WHAT PERCENTAGE OF SOUTHWEST STOCK DID DIRECTORS AND EXECUTIVE OFFICERS
OF SOUTHWEST OWN ON THE RECORD DATE?
A: Together, they owned approximately 10% of Southwest issued and
outstanding common stock.
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Q: WHO PAYS FOR THIS PROXY SOLICITATION AND HOW WILL SOLICITATION OCCUR?
A: Southwest's Board of Directors is soliciting this proxy, and Southwest
will pay the cost of the solicitation. In addition to the use of the
mail, employees of Southwest may solicit proxies personally or by
telephone, fax, or electronic mail, without additional compensation.
Banks, brokerage houses and other nominees and fiduciaries are
requested to forward the proxy material to beneficial owners of
Southwest stock and to obtain authorization to execute proxies on
behalf of the beneficial owners. Upon request, Southwest will reimburse
these parties for their reasonable expenses in forwarding proxy
material to beneficial owners.
- --------------------------------------------------------------------------------
PROPOSAL I -- ELECTION OF DIRECTORS
Your Board of Directors is currently composed of twelve members. All of
Southwest's directors also serve as directors of the Stillwater National Bank
and Trust Company, Southwest's banking subsidiary. Directors of Southwest are
divided into three classes and are elected for terms of three years and until
their successors are elected and qualified. At the Annual Meeting, three
directors will be elected for terms expiring at the 2006 Annual Meeting.
The Board of Directors has nominated for re-election, James E. Berry
II, Joe Berry Cannon, and Robert B. Rodgers, all of whom are currently
directors, each to serve for a term of three years and until his or her
successor is elected and qualified. Each nominee must be elected by a plurality
of shares voted in this election. The individuals named as proxies on your proxy
card will vote for the election of each nominee unless you withhold
authorization.
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Each shareholder voting in the election of directors is entitled to
cumulate his or her votes by multiplying the number of shares of common stock
owned of record by the shareholder on the Record Date by the number of directors
to be elected. Each shareholder is then entitled to cast his or her total
cumulated votes for one nominee or distribute his or her votes among any number
of the nominees being voted on at the Annual Meeting. Shareholders may not
cumulate their votes on the form of proxy solicited by the Board of Directors.
In order to cumulate votes, shareholders must attend the meeting and vote in
person or make arrangements with their own proxies. UNLESS OTHERWISE SPECIFIED
IN THE PROXY, HOWEVER, THE RIGHT IS RESERVED, IN THE SOLE DISCRETION OF THE
BOARD OF DIRECTORS, TO VOTE CUMULATIVELY, AND TO DISTRIBUTE VOTES AMONG SOME OR
ALL OF THE NOMINEES OF THE BOARD OF DIRECTORS IN A MANNER OTHER THAN EQUALLY SO
AS TO ELECT AS DIRECTORS THE MAXIMUM POSSIBLE NUMBER OF SUCH NOMINEES.
Each nominee has agreed to serve a three-year term, if elected. If any
nominee is unable to stand for re-election at this Annual Meeting, the Board may
reduce its size or nominate an alternate candidate, and the proxies will be
voted for the alternate candidate.
YOUR BOARD RECOMMENDS A VOTE FOR THESE DIRECTORS.
DIRECTOR NOMINEES
JAMES E. BERRY II DIRECTOR SINCE 1998
Mr. Berry, age 57, has served as a director of Southwest and Stillwater
National since being appointed to the Board of Directors in June 1998. Since
1988, Mr. Berry has been the owner of Shading Concepts, which manufactures and
sells solarium draperies. From 1973 to 1988, Mr. Berry was a stockbroker in
Oklahoma City with a major Wall Street firm. J. Berry Harrison, Betty B. Kerns,
and Robert B. Rodgers are his cousins.
JOE BERRY CANNON DIRECTOR SINCE 1981
Mr. Cannon, age 66, has been a director of Southwest since its
inception in 1981 and a director of Stillwater National since 1961. He is a
Professor of Management at Oral Roberts University School of Business in Tulsa,
Oklahoma. Mr. Cannon served as Chairman, President, Chief Executive Officer and
Senior Trust Officer of First National Bank and Trust Co. in Blackwell, Oklahoma
from 1968-1991. He has been a member of the Kiwanis Club, a member of the First
United Methodist Church Board of Directors, and a member of the American and
Oklahoma Bar Associations.
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ROBERT B. RODGERS DIRECTOR SINCE 1996
Mr. Rodgers, age 49, has been a director of Southwest and Stillwater
National since February 1996, and Chairman of the Board since December 31, 1999.
He previously served as Vice Chairman of the Board, beginning in May 1999. Mr.
Rodgers is president of Bob Rodgers Motor Company in Pauls Valley, Oklahoma, and
is owner of Rapid Roberts Enterprises. He is director and former President and
Chairman of the Board of Directors of CDI II, a credit life insurance company
headquartered in Oklahoma City, Oklahoma. Mr. Rodgers also serves on the Board
of Directors and is Regional Vice President of the Oklahoma Auto Dealers
Association. James E. Berry II, J. Berry Harrison and Betty B. Kerns are his
cousins.
DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING IN 2004
THOMAS D. BERRY DIRECTOR SINCE 1981
Mr. Berry, age 59, has been a director of Southwest since its inception
in 1981 and has been a director of Stillwater National since 1978. He is
involved in oil and gas exploration in North Central Oklahoma, and is an
Auctioneer and Real Estate Broker in Stillwater, Oklahoma.
RICK GREEN DIRECTOR SINCE 1998
Mr. Green, age 55, was appointed the Chief Executive Officer of
Southwest and Stillwater National effective January 1, 1999. Mr. Green
previously served as Chief Operating Officer, President of the Central Oklahoma
division of Stillwater National, and Executive Vice President of Stillwater
National. He is a member of the Oklahoma City and Edmond Chambers of Commerce
and has served as Chair/Ambassador of the Stillwater Chamber of Commerce, on the
Oklahoma State University Alumni Association Homecoming and Honor Students
Committees, as Chairman of Payne County Youth Services, as Co-Chairman of the
United Way of Stillwater Fund Drive and as a member of the Advisory Board of the
Oklahoma State University Technical Institute. He is a member of the Commercial
Real Estate Association of Oklahoma City, the Oklahoma and Oklahoma City
Homebuilders Associations, and past member of the Stillwater Medical Center
Committee on Physician Recruitment. Mr. Green is also a member of Leadership
Stillwater and Leadership Oklahoma City. Mr. Green continues to be active as an
alumnus of Oklahoma State University, serving on various committees and boards,
including the Board of Governors of the Oklahoma State University Development
Foundation.
DAVID P. LAMBERT DIRECTOR SINCE 1981
Mr. Lambert, age 63, has been a director of Southwest since its
inception. He has been a director of Stillwater National since 1979. Mr. Lambert
has served as President and Chief Executive Officer of the Lambert Construction
Company, Stillwater, Oklahoma since 1974, and is a Trustee of the Oklahoma
Construction Advancement Foundation, and a member and past chairman of the
Stillwater Chamber of Commerce and the Direct Associated General Contractors of
America.
4
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LINFORD R. PITTS DIRECTOR SINCE 1981
Mr. Pitts, age 65, has been a director of Southwest since its
inception. He has been a director of Stillwater National since 1977. He is
President of Stillwater Transfer & Storage Company in Stillwater, Oklahoma, and
invests in real estate and in oil and gas properties. Mr. Pitts is a member of
the Past President's Council of the Stillwater Chamber of Commerce.
STANLEY R. WHITE DIRECTOR SINCE 1998
Mr. White, age 56, was appointed President, Managing Director & Senior
Trust Officer, Tulsa Region, in September 2001. Prior to this appointment, he
had been Chief Lending Officer since December 1995 and was President of the
Stillwater division of Stillwater National from 1991 to 1995. Mr. White joined
Stillwater National in 1974. He is a past member and past Chairman of the Board
of Trustees of the Stillwater Medical Center, past Director of the Stillwater
Public Education Foundation, the Judith Karman Hospice, United Way, March of
Dimes, and the Stillwater Rotary, and past President of the Stillwater Chamber
of Commerce and the Stillwater Industrial Foundation. Mr. White also has served
as Director of the Oklahoma State University Alumni Association and the Oklahoma
State Chamber of Commerce, past Board Member of the Oklahoma Law Enforcement
Retirement Board, and currently serves as Director of the Oklahoma Medical
Research Foundation, member and past Director of Leadership Oklahoma, past Vice
President of Leadership Oklahoma Alumni, past Chairman and Trustee of the Board
of Governors of the Oklahoma State University Foundation, and is a past Director
of Oklahoma Academy for State Goals. Mr. White also is past Chairman of the
Oklahoma Bankers Association, and past Chairman of the Oklahoma Bankers
Association Government Relations Council. He is a member of the American Bankers
Association Government Relations Council, Director of the Texas Chapter and
Senior Member of the Robert Morris Association, and member of the Oklahoma State
University Heritage Society. Mr. White received the Oklahoma State University
Alumni Association Distinguished Alumni Award in 2000.
TERM EXPIRING IN 2005
J. BERRY HARRISON DIRECTOR SINCE 1991
Mr. Harrison, age 64, is an Oklahoma State Senator, and has been a
rancher and farmer in Fairfax, Oklahoma since 1962. Mr. Harrison serves as
Conservation District Director of Osage County, President of the Oklahoma
Association of Conservation Districts, and is a member of many other civic
groups in his Senate District. James E. Berry II, Betty B. Kerns, and Robert B.
Rodgers are his cousins.
ERD M. JOHNSON DIRECTOR SINCE 1988
Mr. Johnson, age 73, is Operating Partner of Johnson Oil Partnership,
Midland, Texas. Mr. Johnson is a retired Petroleum Engineer and was Operating
Partner of Johnson Ranch, Fairfax, Oklahoma before its liquidation in 1997. Mr.
Johnson served from 1984-87 as a director of Beefmaster Breeders Universal, and
from 1987-89 as its Treasurer. Mr. Johnson is a former
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<page>
Trustee and Treasurer of Trinity School of Midland, Texas and a former director
and president of The Racquet Club, Midland, Texas.
BETTY B. KERNS DIRECTOR SINCE 2000
Ms. Kerns, age 58, was elected a director by the Board of Directors of
Southwest and Stillwater National in December 1999 and began service in January
2000. She is the owner of Betty Kerns & Associates, governmental affairs
consultants and is currently a board member of the Stillwater Medical Center
Authority. Her firm has represented many governmental, corporate, charitable,
trade association, and other clients. Ms. Kerns previously was involved in
politics and the Oklahoma state government as a campaign organizer and Senate
staff member. She has served on the Board of Directors of the Payne County
Sheltered Workshop, Payne County CASA Association, the Professional
Responsibility Commission of the Oklahoma Bar Association (Vice Chairman), and
an officer of state and local political party organizations. James E. Berry II,
J. Berry Harrison, and Robert B. Rodgers are her cousins.
RUSSELL W. TEUBNER DIRECTOR SINCE 2000
Mr. Teubner, age 46, was elected a director by the Board of Directors
of Southwest and Stillwater National in December 1999 and began service in
January 2000. He is a board member of Esker S.A., a global enterprise
connectivity software vendor. His association with Esker began in June 1998,
when he announced the merger of Teubner & Associates, Inc. with Esker. Mr.
Teubner was founder and CEO of Teubner & Associates. The Stillwater Chamber of
Commerce honored him as Citizen of the Year in 1992, Small Business Person of
the Year in 1991-92, and Small Business Exporter of the Year in 1992-93. In
1993, he received the Outstanding Young Oklahoman award given annually by the
Oklahoma Jaycees. In 1997, Oklahoma State University named Mr. Teubner as a
recipient of their Distinguished Alumni Award. During 1996 and 1997 he served on
the Citizen's Commission on the Future of Oklahoma Higher Education. Currently,
he serves on the board of TMSSequoia, a software company, as well as the OSU
Education and Research Foundation, the Oklahoma Technology Development
Corporation, the Stillwater Center for Business Development, and the Global
Commerce Network, a non-profit organization devoted to helping business leaders
extend their influence into the social sector. Mr. Teubner is also a director of
the Oklahoma City branch of the Federal Reserve Bank of Kansas City.
BOARD MEETINGS AND COMMITTEES
Southwest's Board conducts its business through meetings of the Board
and of its committees. The Board meets monthly and may have additional special
meetings. The Board met twelve times during 2002. Each director attended at
least 83% of the total number of meetings of the Board and the committees on
which he or she served.
The Audit Committee of the Board reviews Southwests' auditing,
accounting, credit, financial and regulatory reporting and internal control
functions. This committee also recommends the firm to be retained by Southwest
as its independent auditors. The members of the Audit Committee are neither
officers nor employees of Southwest or Stillwater National and are
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independent, as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers Listing Standards. The Committee has adopted a written
charter, which has been approved by the Board of Directors. The committee met
ten times in 2002. Current members are Joe Berry Cannon, Betty B. Kerns, Russell
W. Teubner, and Linford R. Pitts, Chairman.
The Compensation Committee of the Board reviews Southwest's
compensation policies and employee benefit plans and programs, including their
establishment, modification, and administration. In addition, this committee
recommends compensation for Southwest's executive officers, determines
management incentive awards and stock option grants to eligible officers,
recommends changes in director compensation. All members of this committee are
non-employee directors. The committee met six times in 2002. Current members are
James E. Berry II, Erd M. Johnson, Betty B. Kerns, David P. Lambert, Linford R.
Pitts, and Russell W. Teubner, Chairman. Robert B. Rodgers, Chairman of the
Board of Directors, is an ex-officio member of the Compensation Committee. In
2002, no Southwest executive officer served as a member of the compensation
committee of another entity that had an executive officer who served as a
Southwest director, and no Southwest executive officer served as a director of
another entity that had an executive officer serving on Southwest's Compensation
Committee.
The Nominating Committee recommends persons for election as directors.
Current members are J. Berry Harrison, Betty B. Kerns, David P. Lambert, and
Robert B. Rodgers, Chairman. The Board will consider nominees recommended by
shareholders, but has not established any procedures for submission of such
recommendations.
DIRECTOR COMPENSATION
During 2002, the Chairman of the Board of Directors of Southwest
received an annual retainer of $16,000, the Chairmen of the Loan, Audit and
Compensation Committees each received an annual retainer of $11,000, and other
non-officer Directors of Southwest each received an annual retainer of $8,000.
In addition, non-officer Directors received fees of $750 per board meeting
attended and a committee meeting fee of $300 per meeting if the meeting was held
the same day as the board meeting, or $600 if the committee meeting was held on
another day. Directors who also serve as Southwest officers did not receive
these fees.
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COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The shares of Southwest's common stock and trust preferred securities
that were beneficially owned on the Record Date by persons who were directors
and officers on that date, are shown below.
<table>
<caption>
COMMON STOCK TRUST PREFERRED SECURITIES
---------------------------- ---------------------------------
AMOUNT AND AMOUNT AND
NATURE OF PERCENTAGE NATURE OF PERCENTAGE
BENEFICIAL OF SHARES BENEFICIAL OF SECURITIES
NAME OWNERSHIP (1) OUTSTANDING (2) OWNERSHIP (1) OUTSTANDING (2)
- ---- ------------- -------------- -------------- ---------------
<s> <c> <c> <c> <c>
James E. Berry II 45,625 (3) * 500 *
Thomas D. Berry 25,999 (4) *
Joe Berry Cannon 49,911 (5) *
Rick Green 63,369 (6) 1.07%
J. Berry Harrison 54,063 (7) *
Erd M. Johnson 94,883 (8) 1.62
Betty B. Kerns 5,075 (9) *
David P. Lambert 24,353 (10) *
Linford R. Pitts 12,909 (11) *
Robert B. Rodgers 32,992 (12) *
Russell W. Tuebner 11,527 (13) *
Stanley R. White 23,661 (14) *
Kerby E. Crowell 60,078 (15) 1.02
Jerry Lanier 19,323 (16) *
Kimberly G. Sinclair 31,818 (17) *
All Directors and Executive
Officers as a Group
(22 persons) 615,642 (18) 10.09% 2,600 *
</table>
- -----------------
* Less than one percent of shares outstanding.
(1) Beneficial ownership is defined by rules of the Securities and Exchange
Commission, and includes shares that the person has or shares voting or
investment power over and shares that the person has a right to acquire
within 60 days from March 7, 2003. Unless otherwise indicated,
ownership is direct and the named individual exercises sole voting and
investment power over the shares listed as beneficially owned by such
person. A decision to disclaim beneficial ownership is made by the
individual, not Southwest.
(2) In calculating the percentage ownership of each named individual and
the group, the number of shares outstanding includes any shares that
the person or the group has the right to acquire within 60 days of
March 7, 2003.
(3) Excludes 18,800 shares held by his spouse and children and 95,485
shares of which he has voting power under terms of a trust, and
includes 975 shares that Mr. Berry has the right to acquire within 60
days of March 7, 2003, pursuant to the exercise of stock options.
(4) Includes 975 shares that Mr. Berry has the right to acquire within 60
days of March 7, 2003, pursuant to the exercise of stock options.
(5) Excludes 27,405 shares beneficially owned by his spouse, as trustee,
and 1,492 shares held by his spouse. Includes 975 shares that Mr.
Cannon has the right to acquire within 60 days of March 7, 2003,
pursuant to the exercise of stock options.
(6) Includes 420 shares held jointly with his spouse and 3,190 shares held
by his spouse. Includes 59,759 shares that Mr. Green has the right to
acquire within 60 days of March 7, 2003, pursuant to the exercise of
stock options.
(7) Includes 975 shares that Mr. Harrison has the right to acquire within
60 days of March 7, 2003, pursuant to the exercise of stock options.
(8) Excludes 17 shares held by his spouse. Includes 4,450 shares held by
Johnson Oil Partnership of which Mr. Johnson is a general partner.
Includes 975 shares that Mr. Johnson has the right to acquire within 60
days of March 7, 2003, pursuant to the exercise of stock options.
(9) Excludes 4,132 shares beneficially owned by her spouse. Includes 975
shares that Ms. Kerns has the right to acquire within 60 days of March
7, 2003, pursuant to the exercise of stock options.
(10) Includes 10,500 shares held by his spouse. Includes 975 shares that Mr.
Lambert has the right to acquire within 60 days of March 7, 2003,
pursuant to the exercise of stock options.
(11) Includes 975 shares that Mr. Pitts has the right to acquire within 60
days of March 7, 2003, pursuant to the exercise of stock options.
(notes continued on following page)
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(12) Excludes any shares owned by his father, James W. Rodgers, Jr., and his
mother, Sarah Jane Berry Rodgers. Includes 1,233 shares held by his
children and as custodian under an individual retirement account and
975 shares that Mr. Rodgers has the right to acquire with 60 days of
March 7, 2003, pursuant to the exercise of stock options.
(13) Includes 2,475 shares that Mr. Teubner has the right to acquire within
60 days of March 7, 2003, pursuant to the exercise of stock options.
(14) Includes 13,815 shares that Mr. White has the right to acquire within
60 days of March 7, 2003, pursuant to the exercise of stock options.
(15) Includes 53,681 shares that Mr. Crowell has the right to acquire within
60 days of March 7, 2003, pursuant to the exercise of stock options.
(16) Includes 19,197 shares that Mr. Lanier has the right to acquire within
60 days of March 7, 2003, pursuant to the exercise of stock options.
(17) Includes 25,934 shares that Ms. Sinclair has the right to acquire
within 60 days of March 7, 2003, pursuant to the exercise of stock
options.
(18) Includes shares held by certain directors and executive officers as
custodians under Uniform Transfers to Minors Acts, by their spouses and
children, and for the benefit of certain directors and executive
officers as custodians under individual retirement accounts ("IRAs")
and living trusts. Includes 240,111 shares that executive officers and
directors have the right to acquire within 60 days of March 7, 2003,
pursuant to the exercise of stock options.
OWNERS OF MORE THAN 5% OF SOUTHWEST'S COMMON STOCK
Beneficial owners of more than 5% of the common stock are required to
file certain ownership reports under the federal securities laws. The following
table shows the common stock beneficially owned by persons who have filed these
reports reporting beneficial ownership that exceeds 5% of Southwest's
outstanding common stock at March 7, 2003.
AMOUNT AND NATURE PERCENTAGE
OF BENEFICIAL OF SHARES
NAME OWNERSHIP (1) OUTSTANDING (2)
- ---- ------------- ---------------
FMR Corp 399,779 (3) 6.82%
Joyce P. Berry 331,351 (4) 5.65
Wellington Management Company, LLP 300,700 (5) 5.13
Delphi Management, Inc. 295,000 (6) 5.03
- -------------------
(1) Beneficial ownership is defined by rules of the Securities and Exchange
Commission, and includes shares that the person has or shares voting or
investment power over. Unless otherwise indicated, ownership is direct
and the named individual exercises sole voting and investment power
over the shares listed as beneficially owned by such person. A decision
to disclaim beneficial ownership or to include shares held by others is
made by the shareholder, not by Southwest.
(2) Calculated by Southwest based upon shares reported as beneficially
owned by the listed persons and shares of Southwest common stock
outstanding at March 7, 2003.
(3) The address of FMR Corp is 82 Devonshire Street, Boston, Massachusetts
02109.
(4) The address of Joyce P. Berry is 2005 West Third Street, Stillwater,
Oklahoma 74074. Does not include shares held by her children as to
which she disclaims beneficial ownership.
(5) The address of Wellington Management Company, LLP is 75 State Street,
Boston, Massachusetts 02109. (6) The address of Delphi Management, Inc.
is 50 Rowes Wharf, Suite 540, Boston, Massachusetts 02110.
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EXECUTIVE COMPENSATION AND OTHER BENEFITS
The following table summarizes compensation earned by or awarded to
Southwest's Chief Executive Officer and Southwest's four most highly compensated
other executive officers (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<table>
<caption>
LONG-TERM COMPENSATION
--------------------------
AWARDS PAYOUTS
------ -------
ANNUAL COMPENSATION (1) SECURITIES
NAME AND -------------------------- UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS (2) PAYOUTS COMPENSATION (3)
- ------------------ ---- ------ ----- ---------------- ------- ----------------
<s> <c> <c> <c> <c> <c> <c>
Rick Green 2002 $325,000 $ 76,050 19,438 -- $ 45,348
President and 2001 290,000 76,560 -- -- 21,994
Chief Executive Officer 2000 250,000 76,250 30,000 -- 33,050
Stanley R. White 2002 215,000 58,488 9,947 -- 21,116
President, Managing Director 2001 182,500 40,459 -- -- 19,760
and Senior Trust Officer 2000 150,000 12,500 10,500 -- 33,050
Tulsa Region
Kerby E. Crowell 2002 160,000 26,560 6,497 -- 23,601
Executive Vice President, 2001 139,750 28,090 -- -- 18,924
Chief Financial Officer, and 2000 130,000 10,000 7,500 -- 17,718
Secretary
Jerry L. Lanier 2002 160,000 21,520 5,846 -- 18,433
Executive Vice President and 2001 125,750 17,731 -- -- 14,899
Chief Lending Officer 2000 100,000 10,000 7,500 -- 13,884
Kimberly G. Sinclair 2002 145,000 24,215 6,276 -- 18,025
Executive Vice President and 2001 135,000 38,789 -- -- 17,465
Chief Administrative Officer 2000 123,125 10,000 10,000 -- 16,862
</table>
(1) The value of other annual compensation did not exceed the lesser of
$50,000 or 10% of salary and bonus for any Named Executive Officer.
(2) In each case, represents stock options granted under Southwest's Stock
Option Plan. Shares adjusted for 3:2 stock split effected August 29,
2001.
(3) Amounts for 2002 included Profit Sharing Plan and Supplemental Profit
Sharing Plan credits and contributions of $40,768 for Mr. Green; and
Profit Sharing Plan contributions of $20,032 for Mr. White, $19,021 for
Mr. Crowell, $17,853 for Mr. Lanier, and $17,615 for Ms. Sinclair.
Southwest accrues expense to the Supplemental Profit Sharing Plan in
amounts sufficient to ensure that Mr. Green obtains the same profit
sharing contribution as a percentage of compensation as other officers
and employees of Southwest without regard to limitations of the
qualified profit sharing plan. The Supplemental Profit Sharing Plan is
unfunded.
10
<page>
OPTION GRANTS IN 2002
<table>
<caption>
VALUES AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM (3)
OPTIONS EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME GRANTED (1) IN YEAR PRICE (2) DATE 5% 10%
- ---- ----------- ------------- --------- ------------- -------- --------
<s> <c> <c> <c> <c> <c> <c>
Rick Green 17,975 15.99% $18.73 01-25-2007 $100,587 $222,271
Stanley R. White 8,484 8.18% $18.73 01-25-2007 $ 51,473 $113,742
Kerby E. Crowell 6,497 5.35% $18.73 01-25-2007 $ 33,620 $ 74,292
Jerry L. Lanier 5,846 4.81% $18.73 01-25-2007 $ 30,252 $ 66,848
Kimberly G. Sinclair 6,276 5.16% $18.73 01-25-2007 $ 32,477 $ 71,765
</table>
(1) Options granted vested one-third upon the date of grant and an
additional one-third upon each of the next two anniversaries of the
date of grant.
(2) In each case, the exercise price was equal to the market price of the
Common Stock on the date of Grant.
(3) The rates of appreciation are used for illustration only. No assurance
can be given that actual experience will correspond to the assumed
rates.
11
<page>
YEAR-END OPTION VALUES
The number and potential realizable value at the end of the year of
options held by each of the Named Executive Officers are shown below.
<table>
<caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT YEAR-END AT YEAR-END (1)
SHARES ACQUIRED VALUE --------------------------------------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<s> <c> <c> <c> <c> <c> <c>
Rick Green 0 $ 0.00 77,281 62,158 $1,135,565 $ 791,513
Stanley R. White 0 $ 0.00 49,066 31,381 $ 793,115 $ 427,810
Kerby E. Crowell 0 $ 0.00 50,016 23,981 $ 793,609 $ 268,103
Jerry L. Lanier 0 $ 0.00 15,749 20,097 $ 163,750 $ 210,703
Kimberly G. Sinclair 9,600 $168,768 13,342 28,934 $ 170,821 $ 409,360
</table>
- ------------------
(1) Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of the
underlying common stock at December 31, 2002, based on the average of
the high and low sale prices of the common stock on December 31, 2002,
as reported on the Nasdaq National Market of $26.27 per share, and the
exercise price of the options of $8.50 to $18.73 per share.
No stock appreciation rights ("SARs") were exercised by the Named Executive
Officers during 2002. No SARs were held by any Named Executive Officer at
year-end. No options or SARs held by any Named Executive Officer repriced during
Southwest's last ten full years.
SEVERANCE ARRANGEMENTS
Stillwater National has adopted a Severance Compensation Plan pursuant
to which Messrs. Green, White, and Crowell and Ms. Sinclair are entitled to
lump-sum severance compensation upon a qualifying termination of service equal
to a percentage of their respective total annual base compensation in effect at
the date of termination. For purposes of the Severance Compensation Plan, a
qualifying termination of service is defined as either an involuntary
termination of service or a voluntary termination of service for good reason, in
either case within two years following a change-in-control occurring after the
effective date of the Severance Compensation Plan. Good reason would include:
(i) a reduction in their base salary; (ii) their assignment without their
consent to a location other than in Oklahoma; (iii) the failure to maintain them
in a position of comparable authority or responsibility; or (iv) a material
reduction in their level of incentive compensation or benefits. A
change-in-control is deemed to occur whenever: (i) any entity or person becomes
the beneficial owner of or obtains voting control over 50% or more of the
outstanding shares of common stock of either Southwest or Stillwater National;
(ii) the shareholders of either Southwest or Stillwater National approve (a) a
merger or consolidation in which Southwest or Stillwater National is not the
survivor or pursuant to which the outstanding shares of either would be
converted into cash, securities or other property of another corporation other
than a transaction in which shareholders maintain the same proportionate
ownership interests, or (b) a sale or other disposition of all or substantially
all of the assets of either Southwest or Stillwater National; or (iii) there
shall have been a change in a majority of the Boards of Directors of either
Southwest or Stillwater National within a twelve-month period unless each new
director was approved by the vote of two-thirds of the directors still in office
who were in office at the beginning of the twelve-month period. Messrs. Green,
White, and Crowell and Ms. Sinclair, would have received lump-sum severance
payments
12
<page>
of $325,000, $215,000, $160,000, and $145,000, respectively, upon a qualifying
termination of service if such termination had occurred on December 31, 2002.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
As members of the Compensation Committee, it is our duty to review
compensation policies applicable to senior officers; to consider the
relationship of corporate performance to that compensation; to recommend salary
and bonus levels for senior officers for consideration by the Boards of
Directors of Southwest and Stillwater National; and to administer various
incentive plans.
Southwest seeks to establish market-competitive compensation for its
senior officers that rewards achievement of Southwest goals. Under the
compensation policies of Southwest, which are endorsed by the Compensation
Committee, compensation is paid based both on the senior officer's knowledge,
skills and performance and the performance of the company. The base compensation
of the officers is based upon the Committee's assessment of comparable base
salaries and the officer's proficiency and performance. Regular annual bonuses
and grants under the Company's Stock Option Plan are based upon Southwest's and
the officer's performance. Eighty percent of the annual bonus and option grants
for the Chief Executive Officer is based upon Southwest's performance, and
twenty percent is based upon personal performance. In assessing the performance
of Southwest for purposes of compensation decisions, the Compensation Committee
considers actual versus targeted (i) increases in annual earnings per share,
(ii) annual returns on average shareholders' equity, and (iii) annual returns on
average assets. Awards of regular bonuses are based upon the performance in the
most recent year. Stock option awards are based upon cumulative performance over
a three-year period. Additional performance bonuses and option grants also may
be made within the discretion of the Compensation Committee and the Board of
Directors. The Compensation Committee also may consider other factors, and may
change the basis of assessing Southwest's performance. Southwest's policy is not
a plan or contract that conveys rights to base compensation, bonuses, or grants
of options, all of which are discretionary.
The Committee conducted a review of the Chief Executive Officer's base
compensation in December 2001. As a result of this review, Mr. Green's salary
was increased by $35,000 to $325,000 effective January 1, 2002. A regular bonus
of $76,050 was awarded to Mr. Green in February 2003 based upon 2002
performance.
No member of the Compensation Committee is a former or current officer
or employee of Southwest or Stillwater National.
March 10, 2003
Russell W. Teubner, Chairman
James E. Berry II
Erd M. Johnson
Betty B. Kerns
David P. Lambert
Linford R. Pitts
13
<page>
STOCK PERFORMANCE COMPARISONS
The following table compares the cumulative total return on a
hypothetical investment of $100 in Southwest's common stock at the closing price
on December 31, 1997 through December 31, 2002, with the hypothetical cumulative
total return on the Nasdaq Stock Market Index (U.S. Companies) and the Nasdaq
Bank Index for the comparable period.
[OBJECT OMITTED]
<table>
<caption>
----------- ------------ ---------- ------------ ------------ ------------
12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
----------- ------------ ---------- ------------ ------------ ------------
<s> <c> <c> <c> <c> <c> <c>
Southwest $100 $ 95 $ 72 $ 61 $100 $149
----------- ------------ ---------- ------------ ------------ ------------
NASDAQ Stock Market Index (U.S.). 100 141 261 157 125 86
----------- ------------ ---------- ------------ ------------ ------------
NASDAQ Bank Index 100 99 96 109 118 121
----------- ------------ ---------- ------------ ------------ ------------
</table>
CERTAIN TRANSACTIONS
Stillwater National has and expects to have in the future, banking
transactions with certain officers and directors of Southwest and Stillwater
National and greater than 5% shareholders of Southwest and their immediate
families and associates. These transactions are in the ordinary course of
business, and loans have been and will be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons. In the opinion of Southwest's
management, these loans did not involve more than normal risk of collectibility
or present other unfavorable features.
14
<page>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on Southwest's review of the copies of initial statements
of beneficial ownership on Form 3 and reports of changes in beneficial ownership
on Form 4 that it has received in the past year, annual statements of changes in
beneficial ownership on Form 5 with respect to the last fiscal year, and written
representations that no such annual statement of change in beneficial ownership
was required, all directors, executive officers, and beneficial owners of more
than 10% of its common stock have timely filed those reports with respect to
2002, except that Russell W. Teubner inadvertently filed two reports on Form 4
for two option exercise transactions after their due dates. Annual grants of
options under Southwest's Stock 1999 Option Plan made in January 2002 were
reported on Forms 4 in August 2002. Southwest makes no representation regarding
persons who have not identified themselves as being subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, or as to
the appropriateness of disclaimers of beneficial ownership.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Ernst & Young LLP, Southwest's independent
certified public accounting firm, is expected to be present at the Annual
Meeting to respond to shareholders' questions and will have the opportunity to
make a statement.
Audit Fees. Ernst & Young LLP billed a total of $155,000 for the audit
of Southwest's financial statements included in the annual report on Form 10-K
for the year-ended December 31, 2002, and the review of quarterly reports on
Forms 10-Q filed during that year.
Other Fees. Ernst & Young LLP billed a total of $82,500 for other
services for the year ended December 31, 2002, including $15,000 for audit of
Southwest's profit sharing plan.
REPORT OF THE AUDIT COMMITTEE
The Southwest Audit Committee reviews and reports to the board of
directors regarding the performance of the internal audit function and
independent auditors, the integrity of the financial statements, management's
efforts to maintain a system of internal controls, and compliance with legal and
regulatory requirements. The Committee (1) has reviewed and discussed the
audited financial statements included in Southwest's 2002 Annual Report and Form
10-K with management; (2) has discussed with independent auditors the matters
required to be discussed by Statement of Auditing Standards 61; and (3) has
received the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1, and has discussed
independence with the independent auditor. Based upon this review, discussion,
disclosures, and materials described in (1) through (3), the Committee
recommended to the Board of Directors that the audited financial statements be
included in the 2002 Annual Report and Form 10-K. The Committee also has
considered whether the amount and nature of non-audit services rendered by the
independent accountant are consistent with its independence.
March 10, 2003 Linford R. Pitts, Chairman
Joe Berry Cannon
Betty B. Kerns
Russell W. Teubner
15
<page>
OTHER MATTERS
The Board is not aware of any business to come before the Annual
Meeting other than those matters described above in this Proxy Statement and
matters incident to the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is intended that
proxies in the accompanying form will be voted as determined by a majority of
the Board of Directors.
SHAREHOLDER PROPOSALS
Any shareholder proposal to take action at the year 2003 Annual Meeting
of Shareholders must be received at Southwest's executive office at 608 South
Main Street, Stillwater, Oklahoma 74074 no later than November 13, 2003, in
order to be eligible for inclusion in Southwest's proxy materials for that
meeting. Any such proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934. Under Southwest's
Certificate of Incorporation, a shareholder proposal or nomination for director
may be eligible for consideration at an annual or special meeting if written
notice is delivered or mailed to the Secretary not less than thirty days nor
more than sixty days before the meeting, provided that, if less than forty days
notice of the meeting has been given, such written notice may be delivered or
mailed by the close of the tenth day after the date notice of the meeting was
mailed. Such notices also must include information required by and comply with
procedures established by the Certificate of Incorporation.
2002 ANNUAL REPORT TO SHAREHOLDERS
Southwest's 2002 Annual Report to Shareholders, including consolidated
financial statements, has been mailed to all shareholders of record as of the
close of business on the Record Date. Any shareholder who has not received a
copy of such Annual Report may obtain a copy by writing to the Secretary. Such
Annual Report is not to be treated as a part of the proxy solicitation material
or as having been incorporated herein by reference.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kerby E. Crowell
------------------------------
KERBY E. CROWELL
SECRETARY
Stillwater, Oklahoma
March 14, 2003
ANNUAL REPORT ON FORM 10-K
A COPY OF SOUTHWEST'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2002, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO: KERBY E. CROWELL, SOUTHWEST BANCORP, INC., P.O. BOX 1988,
STILLWATER, OKLAHOMA 74076.
16
<page>
PROXY - SOUTHWEST BANCORP, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2003
--------------
The undersigned hereby appoints J. Berry Harrison, Linford R. Pitts, and Robert
L. Hert, with full powers of substitution to act, as attorneys and proxies for
the undersigned, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders (the
"Annual Meeting"), to be held in the Auditorium, Room 215, of the Stillwater
Public Library, 1107 South Duck Street, Stillwater, Oklahoma on Thursday, April
24, 2003 at 11:00 a.m., Central Time, and at any and all adjournments thereof,
as indicated below and in accordance with the determination of a majority of the
Board of Directors with respect to other matters which come before the Annual
Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED
AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON
THE HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS
DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE
AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. The undersigned hereby revokes any and all proxies
heretofore given with respect to the shares of Common Stock held of record by
the undersigned.
- --------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------
ELECTION OF DIRECTORS
The Board of Directors recommends a vote "FOR" each of the listed nominees.
FOR WITHHOLD
James E. Berry II [ ] [ ] Please mark this box with [ ]
Joe Berry Cannon [ ] [ ] an X if you plan to attend the
Robert B. Rodgers [ ] [ ] Annual Meeting.
INSTRUCTION: To withhold your vote for any individual nominee, insert that
nominee's name on the line provided below.
[ ] Please check here if you plan to attend the Annual Meeting.
---------------------
Unless contrary direction is given, the right is reserved in the sole discretion
of the Board of Directors to distribute votes among some or all of the above
nominees in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.
<page>
AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for the
Annual Meeting and the 2002 Annual Report to Shareholders. Please sign exactly
as your name appears on the envelope in which this card was mailed. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Signature 1 Signature 2 Date (dd/mm/yyyy)
- -------------------- -------------------- --------------------
- -------------------- -------------------- --------------------