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 Section 240.14a-11(c) or Section 240.14a-12
Republic Bancorp 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.
(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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(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.
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REPUBLIC
BANCORP
INC. [LOGO]
NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2002
NOTICE IS HEREBY GIVEN that Republic Bancorp Inc.'s 2002 annual meeting of
stockholders will be held at the Novi Hilton, 21111 Haggerty Road, Novi,
Michigan, at 9:00 a.m., local time, on Wednesday, April 24, 2002, for the
following purposes:
. To elect 18 directors of Republic for one-year terms expiring at the
next annual meeting of stockholders and upon the election and
qualification of their successors or upon their earlier resignation
or removal.
. To conduct such other business as may properly come before this
meeting or any adjournments or postponements of the meeting.
Your Board of Directors is not aware of any other business to come before
this meeting.
The close of business on March 6, 2002 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at this
meeting and any adjournments or postponements thereof. Republic common stock
constitutes the only security whose holders are entitled to vote at this meeting
and any adjournments or postponements of the meeting. Only stockholders of
record at the close of business on that date are entitled to notice of and to
vote at this meeting and any adjournments or postponements of the meeting. A
list of Republic stockholders entitled to vote at this meeting will be available
for examination at the meeting.
You may revoke your proxy at any time prior to its exercise. Any
stockholder of record present at the meeting or at any adjournments or
postponements thereof may revoke his or her proxy and vote personally on each
matter brought before the meeting. See "General Information About Voting" in the
accompanying proxy statement.
This notice and the accompanying proxy statement were first mailed to our
stockholders on or about March 22, 2002. They were prepared by management for
your Board of Directors and are being furnished to you in connection with the
solicitation of proxies by your Board of Directors for use at the meeting. They
describe in more detail the matters to be acted upon at the meeting and your
voting rights with respect to such matters. Please review them carefully.
By order of the Board of Directors,
/s/ Thomas F. Menacher
March 22, 2002 Thomas F. Menacher
Corporate Secretary
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It is important that your shares be represented at the meeting,
even if you expect to attend.
PLEASE SIGN AND RETURN YOUR PROXY CARD PROMPTLY.
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General Information About Voting
Unless you instruct otherwise, your proxies will vote FOR each of the 18
director nominees nominated by your Board of Directors and in their discretion
on every other matter considered at the meeting.
Who can vote?
You can vote your shares of common stock at the meeting if our records
show that you owned the shares on March 6, 2002. A total of 52,879,714 shares of
common stock can vote at the meeting.
How many votes do I have?
On each matter considered at the meeting, other than the election of
directors, you will have one vote for each of your shares of common stock.
Voting for the election of directors will be cumulative. This means that
you are entitled to a number of votes in the election of directors equal to 18
(the total number of directors to be elected) multiplied by the number of shares
you are entitled to vote. For example, if you are entitled to vote 100 shares
then you will have 1,800 votes in the election of directors (100 shares x 18
directors to be elected = 1,800). You may cast all of your votes for one
candidate, or you may distribute these votes among the nominees as you want.
However, unless you otherwise indicate on your proxy card your votes will be
distributed equally among the nominees. Discretionary authority to cumulate
votes is solicited.
How do I vote?
You can vote on matters that are properly presented at the meeting in four
ways:
. You can come to the meeting and cast your vote there; or
. You can vote by signing and returning the enclosed proxy card in the
enclosed envelope; or
. You can vote by phone by calling toll-free 1-877-PRX-VOTE (1-877-779-8683)
on a touch tone telephone, entering the control number located in the
upper left hand portion of the enclosed proxy card, and following the
instructions on the enclosed proxy card; or
. You can vote by Internet at http://www.eproxyvote.com/rbnc. Enter the
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control number located on the enclosed proxy card and follow the
instructions provided.
If you sign and return the enclosed proxy card or vote by telephone or the
Internet, the proxies named on the enclosed proxy card will vote your shares of
common stock as you instruct. If you do not vote on a proposal, your proxies
will vote for you on that proposal. Unless you instruct otherwise, your proxies
will vote FOR each of the 18 director nominees nominated by your Board of
Directors and in their discretion on every other proposal considered at the
meeting.
How do I vote if my shares are held in "street name"?
If your shares are held in the name of your broker, a bank, or other
nominee, then that party should give you instructions for voting your shares.
1
Can I revoke my proxy or change my vote?
Yes. If your shares are held in your name and not through a broker, bank
or other nominee, then you can change your vote at any time before your proxy is
voted at the meeting. You can do this in three ways: First, you can send a
written statement that you would like to revoke your proxy. Second, you can send
a new proxy card. You should send your revocation or new proxy card to Thomas F.
Menacher, Secretary, Republic Bancorp Inc., 1070 East Main Street, Owosso,
Michigan 48867. Third, you can attend the meeting and vote in person. However,
your attendance alone will not revoke your proxy. If you instructed a broker,
bank or other nominee to vote your shares, then you must follow their directions
for changing those instructions.
How are votes counted?
We will hold the meeting if holders of a majority of the shares of common
stock entitled to vote are represented by proxy or in attendance at the meeting.
If you sign and return your proxy card, your shares will be counted to determine
whether we have a quorum even if you abstain or fail to vote on any of the
proposals listed on the proxy card.
If your shares are held in the name of a nominee, and you do not tell the
nominee by April 23, 2002 how to vote your shares (so-called "broker nonvotes"),
then the nominee can vote them as it sees fit only on matters that are
determined to be routine and not on any other proposal. Broker nonvotes will be
counted as present to determine if a quorum exists but will not be counted as
present and entitled to vote on any nonroutine proposal.
Except for the election of directors, any action taken by a vote of our
stockholders at the meeting will be authorized by a majority of the votes cast
by the holders of the shares present in person or represented by proxy at the
meeting and entitled to vote on the action.
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Election of Directors
Nominees
Your Board of Directors, consisting of 18 members, will be elected at the
annual meeting. The individuals who are elected as directors at this meeting
will hold office for a term expiring at the next annual meeting of stockholders
and upon the election and qualification of their respective successors or upon
their earlier resignation or removal.
Your Board of Directors recommends that you vote FOR the election of each
of the 18 director nominees nominated by your Board of Directors.
The 18 nominees receiving the highest number of votes will be elected
directors. All of the nominees are currently directors of Republic. Each has
agreed to be named in this proxy statement and to serve as a director if
elected. The ages listed for the director nominees are as of March 6, 2002.
Biographical information concerning the director nominees is presented below:
Officer/
Name Position Age Director since
---- -------- --- --------------
Jerry D. Campbell Chairman of the Board 61 1985
Dana M. Cluckey President and Chief 42 1986/1995
Executive Officer and
Director
George J. Butvilas Vice Chairman of the Board 56 1990 (1)
Mary P. Cauley Director 54 1998 (1)
Richard J. Cramer, Sr. Director 61 1991
Dr. George A. Eastman Director 67 1990
Howard J. Hulsman Director 63 1985
Gary Hurand Director 55 1990
Dennis J. Ibold Director 53 1993
Stanley A. Jacobson Director 51 1996 (1)
John J. Lennon Director 65 1993
Sam H. McGoun Director 62 1990
Kelly E. Miller Director 47 1990
Randolph P. Piper Director 53 1982 (1)
Dr. Isaac J. Powell Director 61 1998
B. Thomas M. Smith, Jr. Director 67 1995 (1)
Dr. Jeoffrey K. Stross Director 60 1993
Steven E. Zack Director 51 1996 (1)
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(1) Date shown represents the year in which the named individual became a
director of D&N Financial Corporation. Each such individual became a
director of Republic effective May 17, 1999 upon completion of the merger
of Republic and D&N.
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Jerry D. Campbell has served as Chairman of the Board of Republic since it
was organized and served as Chief Executive Officer from April 1986 to January
2000. From April 1986 to January 1996, Mr. Campbell also served as President of
Republic. Mr. Campbell is a director of Magna Entertainment Corporation, which
is a publicly-held company. Mr. Campbell has a B.S. degree in liberal arts from
Central Michigan University, and a M.B.A. degree from Wayne State University and
a M.B.A. degree from The University of Michigan.
Dana M. Cluckey has served as President and Chief Executive Officer of
Republic since January 2000, and served as President and Chief Operating Officer
from January 1996 to January 2000. He has been employed by Republic since
September 1986. From November 1992 to January 1996 he was Executive Vice
President and Treasurer of Republic, from October 1987 to November 1992 he was
the Chief Financial Officer of Republic and from September 1986 to October 1987
he was the Controller of Republic and Cashier of Republic Bank. Mr. Cluckey has
a B.B.A. degree from The University of Michigan and is a Certified Public
Accountant.
George J. Butvilas has served as Vice Chairman of the Board of Republic
since May 1999. He served as President and Chief Executive Officer of D&N Bank
from 1991 to February 2000. Prior to joining D&N Bank, he served most recently
as Executive Vice President and Director of Boulevard Bancorp, Inc. of Chicago,
Illinois. A graduate of the U.S. Naval Academy, he has a M.B.A. degree from the
Illinois Institute of Technology and graduated from the Advanced Management
Program of the Harvard University Graduate School of Business.
Mary P. Cauley has been an attorney with Plunkett & Cooney of Detroit,
Michigan since 1987, and a partner of that firm since 1995. Her legal
specialties are labor law and employment defense. She has a B.S. degree from
Northern Michigan University, a M.A. degree from the University of Northern
Colorado, and a J.D. degree cum laude from the Detroit College of Law.
Richard J. Cramer, Sr. is President of Dee Cramer, Inc., sheet metal,
heating and air conditioning contractors located in Flint, Michigan, where he
has been employed since 1964. Mr. Cramer has a B.S. degree from the University
of Notre Dame and a M.S. degree from Michigan State University.
Dr. George A. Eastman is an Orthodontic Consultant. Dr. Eastman previously
had a private practice in Flint, Michigan since 1963. Dr. Eastman has a M.S.
degree from The University of Michigan and a D.D.S. degree from The University
of Michigan.
Howard J. Hulsman is Chairman of the Board of Ross Learning, Inc., a
private educational concern of Oak Park, Michigan, and has served in that
capacity since July 1984. From August 1973 to July 1984, he served as President
of Ross Learning, Inc. Mr. Hulsman has a B.S. degree from Ferris State College
and a M.A. degree from Central Michigan University.
Gary Hurand is President of Dawn Donut Systems, Inc. located in Flint,
Michigan and has served in that capacity since 1971. Mr. Hurand is a Trustee of
BRT Realty Trust, a publicly-held company located in Great Neck, New York. Mr.
Hurand has a B.A. degree from Michigan State University.
Dennis J. Ibold is President of Petersen & Ibold (attorneys at law) of
Chardon, Ohio and has been with the firm since 1973. Mr. Ibold has a B.A. degree
from Marquette University and a J.D. degree from Cleveland State University.
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Stanley A. Jacobson is an attorney and has been active in southeastern
Michigan real estate developments for his own account and in association with
Mark Jacobson & Associates, Inc. since 1986. Mr. Jacobson was President since
1989, and a director since 1975, of Macomb Federal Savings Bank until its merger
with D&N Bank in 1996. He has a B.B.A. degree from The University of Michigan, a
M.B.A. degree from New York University, and a J.D. degree from the University of
Detroit Law School.
John J. Lennon is a consultant. From 1977 to 1987, Mr. Lennon was Chairman
and Chief Executive Officer of White Engines, Inc. of Canton, Ohio.
Sam H. McGoun is a Senior Vice President with Bosquett & Co., an insurance
agency and risk management advisory company in southeastern Michigan. He has
served in this capacity since October 2001. From April 2000 to October 2001, Mr.
McGoun was a Senior Account Executive with Griffin, Smalley & Wilkerson Inc., an
insurance agency. From 1985 to April 2000, Mr. McGoun was President and Chief
Executive Officer of Willis Corroon Corporation of Michigan, Inc., an insurance
agency. Mr. McGoun has a B.S. degree from Miami University of Ohio.
Kelly E. Miller is President and Chief Executive Officer of Miller
Exploration Company, a publicly-held oil and gas exploration and production
company headquartered in Traverse City, Michigan, and has served in this
capacity since its founding in 1997. Mr. Miller was also President of Miller Oil
Corporation, a venture capital company concentrating in the oil and gas
industry, from 1986 through 1997. Mr. Miller has B.S. and B.B.A. degrees from
the University of Oklahoma.
Randolph P. Piper has been an attorney at law in Flint, Michigan for over
25 years. He was a director of First Federal Savings and Loan Association of
Flint from 1979 until its merger with D&N Bank in 1982. He has a B.A. degree
from Albion College and a J.D. degree from the University of Detroit.
Dr. Isaac J. Powell is board certified in urology and has practiced
medicine since 1974. Since 1997, Dr. Powell has been an Associate Professor in
Urology at the Karmanos Cancer Institute. He has also been Assistant Professor
in Urology in the Department of Urology, Wayne State University, School of
Medicine, Detroit, Michigan since 1986. Dr. Powell is also Chief of Urology at
Veterans Hospital, Allen Park, Michigan. He has a B.S. degree from the
University of Michigan, and a M.S. degree from Howard University Graduate
School. He is a graduate of the Indiana University Medical School.
B. Thomas M. Smith, Jr. was a consultant for ITT Corporation, a
multi-national conglomerate headquartered in New York, from January 1996 to
December 1996 and is now retired. Prior to that, he served as Vice President and
Director of Corporate Purchasing for ITT Corporation from 1988 to 1995. He has a
B.A. degree from Kalamazoo College and a M.A. degree from Michigan State
University.
Dr. Jeoffrey K. Stross is a Professor of Internal Medicine, University
Medical Center, The University of Michigan and has served in this capacity since
1987. He has a B.S. degree from The University of Michigan and a M.D. degree
from The University of Michigan.
Steven E. Zack has served as Chairman of Global Commercial Credit, a
specialty insurance firm in Franklin, Michigan, since January 2001 and served as
President from March 1996 to January 2001. Mr. Zack has also served as Executive
Vice President of Lubin, Schwartz and Goldman, a Michigan retail insurance
broker, since September 2000. From May 1994 to September 2000, he served as
Executive Vice President of J.A. Versical & Associates, Inc. From May 1992 to
May 1994, he served as an independent insurance consultant. Mr. Zack was a
director of Macomb Federal Savings Bank from 1989 until its merger with D&N Bank
in 1996. He has B.S. and B.A. degrees from Michigan State University.
5
No director nominee, director, or executive officer is related to any
other director nominee, director or executive officer (or to any director or
executive officer of any of our subsidiaries) by blood, marriage or adoption.
There are no arrangements or understandings between any nominee or any of our
directors or executive officers and any other person pursuant to which that
nominee or director or executive officer was nominated or elected as a director
or an executive officer of Republic or any of its subsidiaries.
Messrs. Campbell, Cluckey and Butvilas are the only directors of Republic
who are also employees of Republic or a subsidiary of Republic.
No director or executive officer of Republic is a party to any material
legal proceedings, or has a material interest in any such legal proceedings that
is adverse to Republic or any of its subsidiaries.
If any director nominee is unable to serve, your Board of Directors may
reduce its size or designate a substitute. If a substitute is designated, then
proxies voting FOR the election of the original director nominee will be cast
FOR the election of the substituted nominee. At this time, your Board of
Directors knows of no reason why any of the original director nominees might be
unable to serve, if elected.
Board Committees and Meetings
Your Board of Directors conducts its business through its meetings and
through the activities of its committees. Your Board of Directors has three
standing committees:
Name of Committee Meetings in
And Members Function of the Committee 2001
- ----------------- ------------------------- -----------
Executive Committee
Jerry D. Campbell, . Meets in place of full Republic 11
Chairperson Board on special issues or when
George J. Butvilas the entire Republic Board does
Dana M. Cluckey not convene
Howard J. Hulsman . May act on behalf of full
Gary Hurand Republic Board on all but major
Dennis J. Ibold corporate matters
Stanley A. Jacobson . All actions taken by this
B. Thomas M. Smith, Jr. committee are reported at next
Jeoffrey K. Stross meeting of the full Republic Board
Audit Committee
Howard J. Hulsman, . Reviews audited financial 2
Chairperson statements with management
Richard J. Cramer, . Confers with independent
Vice Chairperson certified public accountants and
George A. Eastman internal audit department
Gary Hurand regarding scope of examinations
John J. Lennon . Reviews qualifications and
Sam H. McGoun reports of independent certified
Isaac J. Powell public accountants and internal
B. Thomas M. Smith, Jr. auditors
Peter Van Pelt . Reviews recommendations about
Steven E. Zack internal controls
. Recommends selection of
independent certified public
accountants to the Republic Board
. Reviews compliance with
Republic's conflict of interest
policy
. Reviews independence of
independent certified public
accountants
6
Name of Committee Meetings in
And Members Function of the Committee 2001
- ----------------- ------------------------- -----------
Personnel,
Compensation and
Nominating Committee
Jeoffrey K. Stross, . Advises Republic Board on tenure, 1
Chairperson potential conflicts of interests
Jerry D. Campbell and related director matters
Mary P. Cauley . Approves standards for setting
George A. Eastman executive compensation levels
Howard J. Hulsman . Makes executive compensation
Dennis J. Ibold recommendations to Republic Board
Kelly E. Miller . Grants awards under Republic's
Incentive Stock Plan and Stock
Option Plans and makes
recommendations to Republic Board
when full Republic Board approval
required
. Reviews senior management
development and evaluation
programs
A total of four meetings of your Board of Directors were held in 2001. No
incumbent director attended fewer than 75% of the total meetings of your Board
of Directors and committees on which such director served during 2001, except
for Mr. Powell who attended 67% of the meetings.
The Personnel, Compensation and Nominating Committee will consider
director nominees recommended by security holders. Recommendations should be
submitted in writing and a reasonable time before we mail our proxy materials
for the applicable meeting of stockholders. We recommend that any such
recommendations for next year's annual meeting be submitted to Thomas F.
Menacher, Secretary, Republic Bancorp Inc., 1070 East Main Street, Owosso,
Michigan 48867, on or before February 6, 2003.
Director compensation
Directors who are also officers do not receive additional compensation for
their service as directors. In 2001, compensation for non-employee directors
included the following:
. an annual retainer consisting of a warrant to acquire 1,500 shares of
Republic common stock at fair market value on the date the warrant is
issued;
. $800 for each Board meeting attended;
. $600 for each Board committee meeting not held in conjunction with a Board
or another committee meeting; and
. $300 for each Board committee meeting held in conjunction with a Board or
another committee meeting.
All director compensation is payable in Republic common stock under the
Republic Bancorp Inc. Director Compensation Plan.
7
Executive Officers
During 2001, your executive officers consisted of the persons named below.
Your executive officers are elected annually and serve at the pleasure of your
Board of Directors.
Name Age Current Position
- ---- --- ----------------
Jerry D. Campbell 61 Chairman of the Board
Dana M. Cluckey 42 President and Chief Executive
Officer
Barry J. Eckhold 55 Senior Vice President and Chief
Credit Officer
Thomas F. Menacher 45 Executive Vice President,
Treasurer, Chief Financial Officer
and Corporate Secretary
For information with respect to Messrs. Campbell and Cluckey, see
"Election of Directors".
Barry J. Eckhold has served as Senior Vice President and Chief Credit
Officer of Republic for three years and Vice President and Chief Credit Officer
for more than five years.
Thomas F. Menacher has served as Executive Vice President, Treasurer and
Chief Financial Officer of Republic for three years and Senior Vice President,
Treasurer and Chief Financial Officer for more than five years. On March 1,
2001, he was appointed Corporate Secretary of Republic.
8
Summary Compensation Table
The following table shows the compensation paid in all capacities by
Republic and its subsidiaries during 2001, 2000 and 1999 to the Chief Executive
Officer of Republic and the three other executive officers of Republic in 2001.
Long-Term
Annual Compensation Compensation Awards
------------------------------- -------------------------
Restricted Stock All Other
Name and Principal Salary Bonus Stock Award(s) Options Compensation
Position during 2001 Year ($) ($)(1) ($)(2) (#)(3) ($)(4)
- -------------------- ---- -------- ---------- -------------- -------- ------------
Jerry D. Campbell 2001 150,000 246,094 82,031(5) 22,000 5,250
Chairman 2000 100,000 - - 12,100 5,250
1999 302,936 1,253,500 - 180,579 5,000
Dana M. Cluckey 2001 315,000 1,101,562 367,188(5) 100,012 5,250
President and 2000 300,000 320,667 106,883(6) 93,775 5,250
Chief Executive Officer 1999 206,592 945,166 - 180,579 5,000
Barry J. Eckhold 2001 185,000 778,815 259,605(5) 39,512 5,250
Senior Vice President, 2000 175,000 476,426 158,797(6) 57,475 5,250
Chief Credit Officer 1999 150,000 464,499 - 57,464 5,000
Thomas F. Menacher 2001 150,000 685,547 291,641(7) 41,756 5,250
Executive Vice President, 2000 140,000 182,839 60,941(6) 63,525 5,250
Treasurer, CFO, and 1999 130,000 610,083 - 50,558 5,000
Corporate Secretary
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(1) Includes compensation deferred under Republic's deferred compensation plan.
During 2001 Mr. Cluckey and Mr. Menacher deferred $150,234 and $335,547 of
bonus, respectively.
(2) At December 31, 2001, Mr. Campbell owned 9,982 shares of restricted stock
worth $138,251, Mr. Cluckey owned 19,294 shares of restricted stock worth
$267,222, Mr. Eckhold owned 18,825 shares of restricted stock worth
$260,726 and Mr. Menacher owned 13,303 shares of restricted stock worth
$184,247. Messrs. Campbell, Cluckey, Eckhold and Menacher are entitled to
all dividends paid on such shares of restricted stock.
(3) Includes tandem stock options issued under Republic's Voluntary Management
Stock Accumulation Program, which allows each key employee to make annual
elections to acquire up to 16,638 shares of Republic common stock. For each
share purchased by a participant, two tandem options are granted. During
2001, Messrs. Cluckey and Eckhold each received 17,512 stock options as a
result of their purchase of 8,756 shares of stock and Mr. Menacher received
8,756 options as a result of his purchase of 4,378 shares of stock.
(4) Amounts shown consist of sums paid as matching contributions to the
accounts of Messrs. Campbell, Cluckey, Eckhold and Menacher under
Republic's tax-deferred savings plan.
(5) Amount shown represents the value of shares of restricted stock issued to
Messrs. Campbell, Cluckey and Eckhold on February 21, 2002 at the closing
price for Republic common stock of $11.92 under Republic's Management
Incentive Bonus Plan as 25% of the awarded bonus for 2001 was paid in
restricted stock. Such shares vest in February 2003. The stock is granted
under the terms of Republic's Incentive Stock Plan.
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(6) Amount shown represents the value of shares of restricted stock issued to
Messrs. Campbell, Cluckey, Eckhold and Menacher on February 15, 2001 at the
closing price for Republic common stock of $11.48 under Republic's
Management Incentive Bonus Plan as 25% of the awarded bonus for 2000 was
paid in restricted stock. Such shares vested in February 2002. The stock is
granted under the terms of Republic's Incentive Stock Plan.
(7) Amount shown includes the value of 19,170 shares of restricted stock issued
to Mr. Menacher on February 21, 2002 under Republic's Management Incentive
Bonus Plan as 25% of the awarded bonus for 2001 was paid in restricted
stock. Such shares vest in February 2003. The stock is granted under the
terms of Republic's Incentive Stock Plan. In addition, the amount shown
includes the value of 5,500 shares of restricted stock issued on February
15, 2001. The 5,500 shares vest in February 2005.
Option/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning stock
options granted to Republic's executive officers in 2001.
Percentage of
Number of Total Options Grant Date
Shares Granted to Exercise or Present
Underlying Employees in Base Price Expiration Value
Name Options Fiscal Year ($/Share) Date ($)(1)
- ---- ------- ----------- ----------- ---------- ----------
Jerry D. Campbell 22,000 4.26% 11.48 02/2011 96,580
Dana M. Cluckey 82,500 15.99% 11.48 02/2011 362,175
17,512(2) 3.39% 11.42 02/2011 76,878
Barry J. Eckhold 22,000 4.26% 11.48 02/2011 96,580
17,512(2) 3.39% 11.42 02/2011 76,878
Thomas F. Menacher 33,000 6.39% 11.48 02/2011 144,870
8,756(2) 1.70% 11.42 02/2011 38,439
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10
(1) The value of each grant was estimated to be $4.39 per share on the date of
grant using the Black-Scholes Option pricing model with the following
assumptions: expected volatility of 47.1%; risk-free interest rate of 4.30%
(based on returns available through U.S. Treasury bonds); dividend yield of
2.45% paid through expiration; and time to exercise of 10 years. The grant
date present values are net of exercise price, but before deduction of
taxes associated with exercise. These amounts are based on a pricing model
only and do not represent Republic's estimate of future stock prices. No
gain to an optionee is possible without an increase in stock price, which
will benefit all stockholders commensurately. A zero percent gain in stock
price will result in zero dollars for the optionee. Actual realizable
values, if any, on stock option exercises are dependent on future
performance of the common stock, overall market conditions and the option
holders' continued employment through vesting periods, if applicable. All
options issued were under Republic's 1998 Stock Option Plan.
(2) Represents tandem stock options issued under Republic's Voluntary
Management Stock Accumulation Program.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
The following table sets forth certain information concerning the number
and value of stock options exercised during 2001, and held at December 31, 2001,
by your executive officers.
Number of Value of
Shares Underlying Unexercised
Unexercised In-the-Money
Number of Value Options at Options at
Shares Realized Fiscal Year-End Fiscal Year-End
Acquired (pre-tax) (1) Exercisable/ Exercisable/
Name on Exercise ($) Unexercisable Unexercisable ($) (2)
- ---- ----------- ------------ ------------- ---------------------
Jerry D. Campbell 54,901 376,401 194,352 / 103,511 713,660 / 428,119
Dana M. Cluckey 51,001 338,984 210,352 / 251,098 796,564 / 962,185
Barry J. Eckhold 29,264 208,885 74,594 / 135,755 221,595 / 562,887
Thomas F. Menacher 38,999 288,407 54,470 / 131,303 187,299 / 538,256
- ------------------
(1) For purposes of this column, "value" is determined for each exercised
option by subtracting the exercise price from the sales price received by
the particular officer for Republic common stock on the exercise date.
(2) For purposes of this column, "value" is determined for each unexercised
option by subtracting the aggregate exercise price for the option shares
from the closing price for Republic common stock on The Nasdaq Stock Market
of $13.85 as of December 31, 2001.
11
Change-In-Control Agreements
Republic has entered into change-in-control agreements with Mr. Cluckey,
Mr. Menacher and Mr. Eckhold (the Named Officers). Each agreement provides
severance benefits to the Named Officers if there is a change-in-control of
Republic and the Named Officer's employment with Republic is actually or
constructively terminated within twenty-four (24) months thereafter. A
"change-in-control" is generally defined as to have occurred upon the purchase
or other acquisition by any person, entity or group of persons, within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, of
more than 50% of either the outstanding shares of common stock or the combined
voting power of Republic's then outstanding voting securities, upon a
liquidation or dissolution of Republic or upon the sale of all or substantially
all of Republic's assets. If, following a change-in-control, a Named Officer's
employment is terminated within a two-year period, the Named Officer shall be
entitled to the benefits provided in the agreement, unless such termination is
(A) because of the Named Officer's death, disability or voluntary retirement,
(B) by Republic for Cause, or (C) by the Named Officer other than for Good
Reason, as defined in the agreements.
Each agreement continues until two years after a change-in-control and
generally provides severance benefits of a lump-sum payment equal to two years'
salary plus health and dental insurance coverage for a period of one year.
Compensation Committee Report
The report which follows is provided to stockholders by the members of the
Personnel, Compensation and Nominating Committee of your Board of Directors.
General. The Personnel, Compensation and Nominating Committee has been a
standing committee of your Board of Directors since 1985. Only "outside"
non-employee directors and the Chairman of the Board serve on this committee.
Among its other duties, this committee is charged with the responsibilities,
subject to the approval of your Board of Directors, of establishing,
periodically reevaluating and, as appropriate, adjusting and administering
Republic's policies concerning the compensation of management personnel,
including the Chief Executive Officer and all other executive officers. This
committee is responsible for annually determining and recommending to your
entire Board of Directors the annual base salary for each executive officer and
for establishing the criteria under which incentive bonuses may be paid to such
executive officers for the year. In addition, this committee administers
Republic's current Management Incentive Bonus Plan, Republic's 1997 and 1998
Stock Option Plans, Republic's Amended and Restated Incentive Stock Plan, and
Republic's Voluntary Management Stock Accumulation Program.
For a number of years, including fiscal 2001, a basic tenet of Republic's
compensation policy has been to directly link a substantial portion of the
annual compensation of executive officers, as well as other key management
personnel, to operating performance for the year. This "pay for performance"
philosophy has been implemented through Republic's Management Incentive Bonus
Plan since its adoption in 1991.
Another basic tenet of Republic's compensation philosophy is to tie
compensation for key employees to the market value of common stock. This linking
of compensation closely aligns the interests of such employees with those of
Republic's stockholders and provides an incentive for increasing stockholder
value over the long term. This philosophy has been implemented through the 1997
and 1998 Stock Option Plans, our Incentive Stock Plan and our Voluntary
Management Stock Accumulation Program. Additionally, starting in fiscal 2000,
25% of executive officers' bonuses, including Messers. Campbell, Cluckey,
Eckhold and Menacher and other members of senior management, were paid in
restricted common stock.
12
Starting in 2000 for executive officers and other members of senior
management, the Management Incentive Bonus Plan included an Incentive Bonus
Stock Performance Adjustment Factor ranging from 75% to 125%. The adjustment
factor is applied against the bonus incentive awarded based upon the performance
of Republic common stock for the fiscal year compared to the Nasdaq Bank Index.
During 2001, Republic Bancorp's stock price increased 40.9%, while the Nasdaq
Bank Index increased 10.1%. Therefore, in 2001, the Incentive Bonus Stock
Performance Adjustment Factor was 125% and the bonus awards for Mr. Campbell,
Mr. Cluckey, Mr. Eckhold and Mr. Menacher were increased by 25%.
Overall, Republic's compensation policies have been aimed at providing
executive officers with compensation opportunities competitive with those
provided executives with comparable experience and responsibilities at
comparable companies, while at the same time tying a substantial portion of such
potential compensation to the achievement of performance goals determined by
this committee.
Base Salaries. Base salaries of Republic's executive officers are less
than executive officers in Republic's peer group. Republic's executive officers,
however, have an opportunity to earn above peer group compensation through
attainment of above peer group financial performance. Base salaries for
Republic's executive officers are initially established by evaluating the
responsibilities of the position to be held and the experience of the
individual, and by reference to the competitive marketplace for executive
talent, including a comparison to base salaries for comparable positions at
other companies. In determining its recommendations for annual adjustments to
the base salaries of Republic's executive officers, this committee focuses
primarily on similar "executive marketplace" data, including survey material on
salary movements and range improvement for peer executives. It also considers
the extent of Republic's success in meeting return on equity and earnings per
share growth goals ("financial goals") for the most recently completed fiscal
year and assesses the performance rendered by Republic's executive officers
during the year.
Mr. Cluckey's 2001 base salary as Chief Executive Officer was $315,000.
Mr. Cluckey's base salary for 2002 was set at $330,000. Based on survey data,
the salary paid in 2001 to Mr. Cluckey equaled approximately 70% of the average
salary paid in 2001 to chief executive officers in Republic's peer group.
Management Incentive Bonus Plan. Any cash bonuses awarded to executive
officers for fiscal 2001 were pursuant to Republic's Management Incentive Bonus
Plan. That plan enables executive officers to earn an annual cash bonus
generally ranging from 100% to 500% of base salary for the fiscal year, but only
if Republic's financial results for the year have met or exceeded targets
established at the start of the year. If the financial results are less than the
targets but above a certain minimum level, the maximum cash bonus which an
executive officer may be awarded for the year is reduced proportionately. Both
the target and minimum financial goals for the year are determined by this
committee at the start of the year based on an analysis of historical data,
strategic issues and general business conditions.
For 2001, the Company's minimum financial goals for operating return on
equity and operating earnings per share growth were 14.5% and 9%, respectively.
The Company's targeted financial goals for 2001 for operating return on equity
and operating earnings per share growth were 16.5% and 10%, respectively. For
2001 the Company achieved an operating return on equity of 17.25% and operating
earnings per share growth of 14%.
After fiscal year-end, the cash bonus to be awarded to an executive
officer for that year is determined as described above. For fiscal 2001,
Republic exceeded its targeted financial goals established by this committee. As
a result, Mr. Cluckey and other executive officers received bonus awards based
on achieving their respective financial goals. Such bonus awards were adjusted
for the Incentive Bonus Stock Performance Adjustment Factor of 125%, (25%
increase of bonus awards) as Republic Bancorp Inc.'s stock performance for
fiscal 2001 was more than that of its peer group, the Nasdaq Bank Index.
Additionally, 25% of Mr. Cluckey's and other executive officers bonuses for 2001
were paid in restricted stock. Based on these calculations, Mr. Cluckey received
a cash bonus of $1,101,562 and restricted stock valued at $367,188 for fiscal
2001.
13
Incentive Stock Plans and Programs. Republic's 1997 and 1998 Stock Option
Plans, the Incentive Stock Plan and Voluntary Management Stock Accumulation
Program provide for the grant of options to purchase common stock and awards of
incentive stock, respectively, to executive officers and key employees of
Republic who are expected to contribute materially to Republic's success in the
future. The awards of options and restricted stock made to executive officers
and key employees during 2001 were determined in light of the above criteria and
after consideration of performance factors similar to those applicable under
Republic's Incentive Bonus Plan, including Republic's financial goals for fiscal
2001. Each executive officer was awarded options during 2001.
The amount of each grant is shown in the summary compensation table and
the option/SAR grants in last fiscal year table. See "Executive Officers -
Summary Compensation Table" and "Executive Officers - Option/SAR Grants in Last
Fiscal Year on pages 9 and 10 of this Proxy."
The Personnel, Compensation and Nominating Committee
Jeoffrey K. Stross, Chairperson Howard J. Hulsman
Jerry D. Campbell Dennis J. Ibold
Mary P. Cauley Kelly E. Miller
George A. Eastman
The Compensation Committee Report does not constitute soliciting material.
It is not considered filed by us, and shall not be incorporated by reference
into any of our other filings, under the Securities Act or the Exchange Act,
unless we state otherwise.
Compensation Committee Interlocks and Insider Participation
No executive officer of Republic served as a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another entity,
one of whose executive officers served on the compensation committee or Board of
Directors of Republic. No executive officer of Republic served as a director of
another entity, one of whose executive officers served on the compensation
committee or Board of Directors of Republic. No executive officer of Republic
served as a member of the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive officers
served as a director of Republic.
14
Audit Committee Report
The Audit Committee
. Reviewed and discussed Republic's audited financial statements with
management;
. Discussed with Republic's independent auditors the matters required to
be discussed by Statement of Auditing Standards No. 61 (Codification of
Statements on Auditing Standards, AU 380), as modified or supplemented;
. Received the written disclosures and the letter from Republic's
independent accountants required by Independence Standard Board
Standard No. 1 (Independence Discussions with Audit Committees, as
modified or supplemented; and
. Discussed with Republic's independent accountants the independence of
such accountants.
Based on the foregoing, the Audit Committee recommended to your Board of
Directors that the audited financial statements be included in Republic's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 for filing with
the SEC.
Howard J. Hulsman, Chairperson Sam H. McGoun
Richard J. Cramer, Vice Chairperson Isaac J. Powell
George A. Eastman B. Thomas M. Smith Jr.
Gary J. Hurand Peter Van Pelt
John J. Lennon Steven E. Zack
Your Board of Directors has adopted a written charter for the Audit
Committee. A copy of the written charter was included as an appendix to our
proxy statement for our 2001 annual meeting of stockholders. All of the members
of the Audit Committee are independent within the meaning of Rule 4200(a)(15) of
the NASD's listing standards.
The Audit Committee Report does not constitute soliciting material. It is
not considered filed by us, and shall not be incorporated by reference into any
of our other filings under the Securities act or the Exchange Act, unless we
state otherwise.
Independent Certified Public Accountants
Ernst & Young LLP were our independent certified public accountants for
fiscal 2001, and they have been reappointed by your Board of Directors for
fiscal 2002. Representatives of Ernst & Young LLP are expected to be present at
the annual meeting to respond to appropriate questions by stockholders and to
make a statement if they so desire.
Audit Fees. We paid Ernst & Young LLP $230,000 during 2001 for fees and
professional services rendered in connection with the audit of our annual
financial statements and reviews of the financial statements included in our
Quarterly Reports on Form 10-Q.
Financial Information Systems Design and Implementation Fees. Ernst &
Young LLP does not perform any financial information systems design or
implementation services for us. Therefore, in 2001 we did not pay any consulting
fees to Ernst & Young LLP.
All Other Fees. The aggregate fees billed for services rendered by Ernst &
Young LLP in 2001 other than services covered in the two previous categories
totaled $263,000. These fees primarily relate to our registration statement
under the Securities Act of 1933, federal and state tax return preparation,
accounting consultations, comfort letters and consents and separate audits of
our subsidiaries and employee benefit plans. We do not use Ernst & Young LLP for
internal audit services.
15
Your Board of Directors and the Audit Committee have considered whether
the provision of services described under the headings "Financial Information
Systems Design and Implementation Fees" and "All Other Fees" is compatible with
maintaining Ernst and Young LLP's independence and, in light of the minimal
amount of the fees paid to Ernst & Young LLP, have concluded that the provision
of such services is compatible with maintaining Ernst & Young LLP's
independence.
Certain Relationships and Related Transactions
Our subsidiary bank, Republic Bank, has, in the normal course of business,
made loans to certain our directors and officers and to organizations in which
some of those directors and officers have an interest. In the opinion of
management, all of these loans were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated parties and did not involve more than the
normal risk of collectibility or contain other unfavorable features. Our
executive officers do not have any loans with Republic Bank.
Stock Performance Graph
The following line graph compares the yearly percentage change in the
cumulative total stockholder return on Republic common stock for the last five
fiscal years with the cumulative total return on:
. The Nasdaq Stock Market(R) Index, which is comprised of all United States
common shares traded on The Nasdaq Stock Market(R); and
. The Nasdaq Bank Stocks Index, which is comprised of bank and bank holding
company common shares traded on The Nasdaq Stock Market(R) over the same
period.
The following graph assumes the investment of $100 in Republic common
stock, The Nasdaq Stock Market Index and The Nasdaq Bank Stocks Index on
December 31, 1996 and the reinvestment of all dividends. The returns shown on
the graph are not necessarily indicative of future performance.
16
Stock Performance Graph
[GRAPH]
The dollar values for total stockholder return plotted in the graph above are
shown in the table below.
Nasdaq
Stock Market(R) Nasdaq
End of Index Bank Stocks
Year RBNC (U.S. Companies) Index
---- ---- ---------------- -----
1996 100.0 100.0 100.0
1997 207.8 122.5 167.4
1998 169.0 172.7 166.3
1999 170.0 320.9 159.9
2000 173.0 193.0 182.4
2001 250.0 153.2 197.4
17
Stock Ownership
There are no stockholders known to us to have been the beneficial owner of
more than 5% of the outstanding shares of Republic common stock as of December
31, 2001.
The following table shows the number of shares of common stock
beneficially owned (as of December 31, 2001) by:
. each director;
. each executive officer named in the Summary Compensation Table; and
. the directors and executive officers as a group.
Name of Number of Right Restricted Percentage of
Beneficial Owner(1) Shares Owned(2) to Acquire(3) Stock(4) Outstanding Shares(5)
- ------------------- --------------- ------------- -------- ---------------------
Jerry D. Campbell 245,588 254,518 21,569 *
Dana M. Cluckey 106,073 297,743 52,591 *
Barry J. Eckhold 106,068 123,644 52,122 *
Thomas F. Menacher 34,891 94,555 37,026 *
George J. Butvilas 282,346 312,139 - 1.11%
Mary P. Cauley 3,954 17,694 - *
Richard J. Cramer 83,783 21,039 - *
George A. Eastman 389,134 21,039 - *
Howard J. Hulsman 649,325 21,039 - 1.26%
Gary Hurand 125,311 21,039 - *
Dennis J. Ibold 219,338 18,362 - *
Stanley A. Jacobson 269,249 37,677 - *
John J. Lennon 33,844 18,362 - *
Sam H. McGoun 51,372 7,955 - *
Kelly E. Miller 197,900 21,039 - *
Joe D. Pentecost (6) 461,934 18,362 - *
Randolph P. Piper 54,161 89,634 - *
Isaac J. Powell 8,469 7,955 - *
B. Thomas M. Smith, Jr. 568,973 57,660 - 1.18%
Jeoffrey K. Stross 34,955 21,039 - *
Peter Van Pelt (6) 16,800 37,677 - *
Steven E. Zack 84,398 37,677 - *
All Directors and
Executive Officers as
a group (22 persons) 4,027,866 1,557,848 163,308 10.51%
- ----------------------------
18
(1) The address for each named person is 1070 East Main Street, Owosso,
Michigan 48867.
(2) The number of shares stated for each named person includes shares for
which the named person has sole voting and investment power or has shared
voting and investment power with a spouse. It also includes shares held in
Republic's 401(k) plan, shares purchased under Republic's Voluntary
Management Stock Accumulation Program, or in an individual retirement
account over which the named person has control, shares held by any
corporation of which the named person is a director, executive officer or
controlling stockholder, shares held by a trust of which the named person,
or his or her spouse, is a trustee or custodian, shares held by a
partnership which the named person is a general partner, and shares held
by a spouse or minor children.
The number of shares stated for each named person excludes shares that are
restricted stock holdings, or may be acquired through stock option
exercises.
(3) Number of shares that can be acquired through stock options or warrants
exercisable within sixty days of December 31, 2001.
(4) Number of shares subject to a vesting schedule, forfeiture risk and other
restrictions, includes shares issued under Republic's Incentive Stock
Plan.
(5) * indicates that the named person owns less than one percent of Republic
common stock.
(6) Mr. Pentecost and Mr. Van Pelt will retire from the Board of Directors
effective April 24, 2002.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Republic's
directors and executive officers, and persons who beneficially own more than 10
percent of a registered class of Republic's equity securities, to file with the
SEC initial reports of ownership and reports of changes in ownership of Republic
common stock and other equity securities of Republic. Officers, directors and
greater than 10 percent stockholders are required by the SEC regulation to
furnish Republic with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms that were received
by us, or written representations from certain reporting persons that no Forms 5
were required for those persons, we believe that during fiscal 2001, all filing
requirements applicable to our directors, executive officers and greater than 10
percent stockholders were complied with except that Mr. McGoun failed to file
two Forms 4 covering transactions by him in July 2001 and December 2001.
However, Mr. McGoun did report those transactions in his year-end report on Form
5, which was timely filed.
Solicitation of Proxies
Republic is paying for this proxy solicitation. In addition to sending you
these materials, some of our employees may contact you in person, by mail or by
telecommunications equipment, to solicit your proxy. None of these employees
will receive any extra compensation for doing this. We have also retained
Corporate Investor Communications, Inc. to assist us in soliciting your proxy
for a fee of $5,500 plus reasonable out-of-pocket expenses. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in soliciting your proxy.
19
Stockholder Proposals
Any security holder proposal which a stockholder wishes to submit for
possible inclusion in the proxy statement and proxy for Republic's 2003 annual
meeting of stockholders must be received by Republic on or before November 23,
2002. Such proposals must comply with the rules and regulations of the SEC then
in effect and should be sent by registered or certified mail to Thomas F.
Menacher, Secretary of Republic Bancorp Inc., at 1070 East Main Street, Owosso,
Michigan 48867.
Any security holder proposal which a stockholder wishes to present at
Republic's 2003 annual meeting of stockholders but which is not intended to be
considered for inclusion in the proxy statement and proxy for that meeting must
be received by Republic on or before February 6, 2003. Such proposals should be
sent by registered or certified mail to Thomas F. Menacher, Secretary of
Republic Bancorp Inc., at 1070 East Main Street, Owosso, Michigan 48867. If
Republic does not have notice of the proposal by that date, Republic's form of
proxy in connection with that meeting may confer discretionary voting authority
to vote on that matter and the persons named in Republic's form of proxy will
vote the shares represented by such proxies in accordance with their best
judgment.
Other Matters
We are not aware of any business to come before this meeting other than
the matters described in this proxy statement. However, if any other matters
should properly come before this meeting, it is intended that holders of the
proxies will act in accordance with their best judgment.
A copy of our Annual Report on Form 10-K for the year ended December 31,
2001 (without exhibits) has been provided with this notice and proxy statement.
Copies of our Form 10-K and other filings we have made with the SEC may be
obtained through our web site at http://www.republicbancorp.com.
No person is authorized to give any information or to make any
representation other than that contained in this proxy statement, and if given
or made, such information may not be relied upon as having been authorized.
20
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------------
REPUBLIC BANCORP INC.
- ---------------------------------
The Board of Directors recommends that you vote FOR the election of each of the
18 Director nominees.
Mark box at right if an address change or comment has been noted on the reverse
side of this card. [_]
CONTROL NUMBER:
1. The election of 18 directors to the Board For All Withhold Cumulative
of Directors of Republic for terms Nominees For All Voting
expiring at the next Annual Meeting of
Stockholders, and upon the election and
qualification of their successors or upon [_] [_] [_]
their earlier resignation or removal.
Cumulative votes for one or more nominees as follows:
(01) Jerry D. Campbell ____ (10) Stanley A. Jacobson ____
(02) Dana M. Cluckey ____ (11) John J. Lennon ____
(03) George J. Butvilas ____ (12) Sam H. McGoun ____
(04) Mary P. Cauley ____ (13) Kelly E. Miller ____
(05) Richard J. Cramer, Sr. ____ (14) Randolph P. Piper ____
(06) Dr. George A. Eastman ____ (15) Dr. Isaac J. Powell ____
(07) Howard J. Hulsman ____ (16) B. Thomas M. Smith, Jr. ____
(08) Gary Hurand ____ (17) Dr. Jeoffrey K. Stross ____
(09) Dennis J. Ibold ____ (18) Steven E. Zack ____
NOTE: Your votes will be split equally among all nominees unless you mark the
"Cumulative Voting" box. In that case, your votes will be split among those
nominees for whom a vote is recorded in the space beside the nominee's name.
You can withhold authority to vote for any nominee by lining through or
otherwise striking out the name of any nominee.
-----------------
Please be sure to sign and date this Proxy. Date
- -----------------------------------------------------------------
- -------Stockholder sign here-------------Co-owner sign here------
DETACH CARD
-------------------
Vote by Telephone
-------------------
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
- --------------------------------------------------------------------------------
1. Read the accompanying Proxy Statement/Annual Report on Form 10-K and Proxy
Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.
- --------------------------------------------------------------------------------
Your vote is important!
Call 1-877-PRX-VOTE anytime!
DETACH CARD
- -------------------
Vote by Internet
- -------------------
It's fast, convenient, and your vote is immediately
confirmed and posted.
Follow these four easy steps:
- --------------------------------------------------------------------------------
1. Read the accompanying Proxy Statement/Annual Report on Form 10-K and
Proxy Card.
2. Go to the Website
http://www.eproxyvote.com/rbnc
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions provided.
- --------------------------------------------------------------------------------
Your vote is important!
Go to http://www.eproxyvote.com/rbnc anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
REPUBLIC BANCORP INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
For the 2002 Annual Meeting of Stockholders to be held on Wednesday, April 24,
2002
The Stockholder executing this Proxy appoints Dana M. Cluckey and Thomas F.
Menacher, and each of them, each with full power to appoint his substitute,
attorneys and proxies to represent the Stockholder and to vote and act with
respect to all shares of common stock of Republic Bancorp Inc. ("Republic") that
the Stockholder would be entitled to vote on all matters which come before the
Annual Meeting of Stockholders of Republic referred to above and at any
adjournment(s) or postponement(s) of that meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF REPUBLIC. IF THIS
PROXY IS PROPERLY EXECUTED, THE SHARES OF REPUBLIC COMMON STOCK REPRESENTED BY
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES
WILL BE VOTED CUMULATIVELY FOR THE ELECTION OF ALL NOMINEES LISTED ON THE
REVERSE SIDE (WITH THE VOTES SPLIT EQUALLY AMONG THOSE NOMINEES). THE SHARES OF
REPUBLIC COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION
OF THE PROXIES ON ANY OTHER MATTERS WHICH MAY COME BEFORE REPUBLIC'S 2002 ANNUAL
MEETING OF STOCKHOLDERS.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as name appears on this proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by an authorized officer. If
a partnership, please sign in partnership name by authorized person.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________________ __________________________________
_______________________________________ __________________________________
_______________________________________ __________________________________