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 Y
Check the appropriate box:
[ ] Preliminary Proxy Statement Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[X] 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:
------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5. Total Fee Paid:
------------------------------------------------------------------------
Y Fee paid previously with preliminary materials:
Y 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:
April 16, 2004
FMR Corp
82 Devonshire Street
Boston, MA 02109
Attention. Mr. Ed Corrao
Re: Southwest Bancorp, Inc. 2004 Annual Meeting of Shareholders Vote with
respect to amendment of the 1999 Stock Option Plan
To Whom It May Concern:
I am writing this in response to the discussions between Mr. Corrao and
James I. Lundy, III of the firm of Kennedy, Baris & Lundy, special counsel to
Southwest Bancorp, Inc., and Kerby E. Crowell, Southwest's Executive Vice
President, Chief Financial Officer and Secretary regarding FMR Corp's guidelines
for voting in favor of company stock-based plans and amendments thereto.
Please be advised that I will propose to the Compensation Committee of the
Board of Directors and to the full Board at their next meetings that the
following amendments be made to the 1999 Stock Option Plan:
1. That the Stock Option Committee will consist entirely of independent
directors as defined in the Listing Standards of the NASDAQ Stock Market,
Inc. (or exchange upon which Southwest's Common Stock is traded in the
future);
2. That no awards under the Plan will be repriced or exchanged for awards with
lower exercise prices without the approval of shareholders;
3. That the minimum vesting period for restricted stock will be three years if
the vesting is based solely on the passage of time and continued
employment, and that vesting may occur ratably over such period;
4. That the minimum measurement date for vesting of restricted stock based
upon performance criteria will be one year; and
5. That neither Stock Option Committee nor the Board will have the authority,
without shareholder approval, to accelerate the vesting period of
restricted stock other than in the event of a change in control of
Southwest or death, disability, retirement, or termination of employment of
the participant.
I understand that this will satisfy your criteria, and that you will vote
in favor of the proposal to increase the number of shares authorized for
issuance under the plan based upon the above.
If you have any additional concerns, please contact Mr. Lundy on
301-229-3400, facsimile 301-229-2443, e-mail JLundy@KBLBankLaw.com.
Sincerely.
Rick Green
President and Chief Executive Officer
cc: Mr. Rodgers, Chairman of the Board
Mr. Teubner, Chairman of the Compensation Committee
Mr. Crowell
Mr. Lundy