<PAGE>
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
- - --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
[_] 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.:
14A
-------------------------------------------------------------------------
(3) Filing Party:
UMB FINANCIAL CORPORATION
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(4) Date Filed:
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Notes:
<PAGE>
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[LOGO OF UMB FINANCIAL CORPORATION]
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
April 16, 1998
11:00 a.m.
UMB Bank Building
1010 Grand Avenue
Kansas City, Missouri 64106
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
LOGO
UMB FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of UMB Financial Corporation (the
"Company") will be held at the National Cowboy Hall of Fame, 1700 N.E. 63rd
Street, Oklahoma City, Oklahoma 73111 on April 16, 1998, at 11:00 a.m. to
consider and vote on the following matters:
1) the election of nine Class I directors to hold office until the Annual
Meeting in 2001; and
2) such other matters as may properly come before the meeting or any
adjournments thereof.
Only shareholders of record at the close of business on March 2, 1998 will be
entitled to notice of or to vote at this meeting or any adjournments thereof.
Whether or not you plan to attend the meeting, you are requested to sign and
date the enclosed proxy and return it promptly in the envelope enclosed for
that purpose.
By Order of the Board of Directors,
David D. Miller
Secretary
The date of this notice is March 12, 1998.
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY.
<PAGE>
UMB FINANCIAL CORPORATION
1010 GRAND AVENUE
KANSAS CITY, MISSOURI 64106
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the accompanying form of proxy are furnished to the
shareholders of UMB Financial Corporation (the "Company") in connection with
the solicitation of proxies by its Board of Directors (the "Board") for use at
the Annual Meeting of Shareholders to be held at the National Cowboy Hall of
Fame, 1700 N.E. 63rd Street, Oklahoma City, Oklahoma 73111, on April 16, 1998,
at 11:00 a.m. and at any adjournments thereof (the "Annual Meeting").
Mailing of this Proxy Statement and the accompanying form of proxy is
expected to commence on March 12, 1998.
A shareholder may revoke a proxy with a later-dated proxy or other writing
delivered to the Secretary of the Company at any time before the proxy is
voted at the Annual Meeting. Attendance at the meeting will not have the
effect of revoking a proxy unless the shareholder delivers a written
revocation to the Secretary of the Company before the original proxy is voted.
The Company will bear the cost of the Annual Meeting, including all costs
relating to its solicitation of proxies.
Proxies may also be solicited by telephone, telegram or in person by
officers, directors and employees of the Company not specially engaged or
compensated for that purpose.
Brokers, dealers, banks, voting trustees, other custodians and their
nominees are asked to forward soliciting material to the beneficial owners of
shares held of record by them and, upon request, will be reimbursed for their
reasonable expenses in completing the mailing of soliciting material to such
beneficial owners.
VOTING
Shareholders at the Annual Meeting will consider and vote upon: 1) the
election of nine Class I directors to hold office until the Annual Meeting in
2001; and 2) such other matters as may properly come before the meeting or any
adjournments thereof. Shareholders do not have any dissenters' rights of
appraisal in connection with any of those matters.
The only voting security of the Company is its Common Stock. As of January
30, 1998, the Company had 20,752,759 shares outstanding. Holders of Common
Stock are entitled to cast one vote for each share held. A majority of shares
that are entitled to vote at the Annual Meeting must be represented at the
Annual Meeting by shareholders who are present in person, or represented by a
proxy, in order to have a quorum of such shares.
Voting is cumulative in the election of directors (but not on other
matters), and each holder of Common Stock is entitled to cast as many votes as
shall equal the number of shares of Common Stock held by him
<PAGE>
multiplied by the number of directors to be elected in any given class of
directors, and he may cast all such votes for a single nominee within a class
or he may distribute them between two or more nominees within a class as he
may see fit. The directors shall be elected by an affirmative vote of the
plurality of shares that are entitled to vote on the election of directors and
that are represented at the Annual Meeting by shareholders who are present in
person or represented by a proxy, assuming a quorum is present.
In all matters other than the election of directors, assuming a quorum is
present, the affirmative vote of the majority of shares that are entitled to
vote on the matter and that are represented at the Annual Meeting by
shareholders who are present in person or represented by a proxy is required
for approval.
In determining the number of shares that have been affirmatively voted for a
particular matter, shares not represented at the Annual Meeting, shares
represented by shareholders that abstain from voting on a matter and shares
held by nominees for which no voting instructions on the matter being voted
upon have been given by the beneficial owner and the nominee does not have
discretionary authority to vote (although the beneficial owner has given
voting instructions on other matters) are not considered to be votes
affirmatively cast. Any of the foregoing is equivalent to a vote against the
proposal other than the election of directors and will have no effect on the
election of directors. Abstentions will have the effect of a vote against any
of the proposals to which the abstention applies.
Under the rules of the National Association of Securities Dealers (the
"NASD"), member brokers who hold shares of Common Stock in the broker's name
for customers are required to forward, along with certain other information,
signed proxy cards to the customers for them to complete and send to the
Company, and such brokers may only vote shares of Common Stock if the brokers
are the beneficial owners or hold them in a fiduciary capacity with the power
to vote. Notwithstanding the restrictions on voting of the NASD rules, if an
NASD member broker is also a member of a national securities exchange, then
they can vote the shares of Common Stock held for customers in accordance with
the rules of that exchange. Under the rules of the New York Stock Exchange,
Inc. ("NYSE"), for example, NYSE member brokers can vote shares of Common
Stock held for a customer on certain routine matters (as specified by the
NYSE) if the brokers customer does not instruct the broker how to vote the
shares.
When a broker holding shares for a customer votes on one proposal but does
not vote on another proposal because the broker does not have discretionary
voting power with respect to such proposal and has not received instructions
from the beneficial owner, it is referred to as a "broker non-vote". Properly
executed proxies marked "abstain" or proxies required to be treated as "broker
non-votes" will be treated as present for purposes of determining whether
there is a quorum at the Annual Meeting.
Only shareholders of record at the close of business on March 2, 1998, the
record date for the Annual Meeting, are entitled to receive notice of and to
vote at the Annual Meeting.
All shares represented by proxies solicited hereunder will be voted in
accordance with the specifications of the shareholders executing such proxies.
If a shareholder does not specify how a proxy solicited hereunder is to be
voted, the shares represented thereby will be voted FOR the election of
management's nominees for directors and in accordance with the discretion of
the person to whom the proxy is granted upon other matters that come before
the Annual Meeting. This Proxy Statement solicits discretionary authority to
vote cumulatively for the election of directors, and the accompanying form of
proxy grants such authority.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
The following persons owned of record or beneficially more than five percent
of the outstanding voting securities of the Company at the close of business
on January 30, 1998:
<TABLE>
<CAPTION>
NUMBER OF SHARES
HELD OF RECORD AS NUMBER OF
A FIDUCIARY BUT NOT SHARES OWNED
NAME AND ADDRESS OWNED BENEFICIALLY PERCENT BENEFICIALLY PERCENT
---------------- ------------------- ------- ------------ -------
<S> <C> <C> <C> <C>
UMB Bank, n.a............. 2,633,907(1) 12.69 1,292,203(2) 6.23
1010 Grand Avenue
Kansas City, Missouri
R. Crosby Kemper.......... 0 0 3,903,988(3) 18.81
1010 Grand Avenue
Kansas City, Missouri
ESOP of UMB Financial 0 0 1,976,278(4) 9.52
Corporation, Inc.........
1010 Grand Avenue
Kansas City, Missouri
</TABLE>
- - --------
(1) Held by UMB Bank, n.a. ("UMB, n.a."), an affiliate bank of the Company, in
agency accounts and may be voted or disposed of only upon instructions
from the beneficial owners or are held in trusts and estates and may be
voted or disposed of only upon the instructions of persons having voting
control (see footnote [3]). UMB n.a. disclaims beneficial ownership of all
these shares.
(2) Includes 1,169,770 shares that may be voted or disposed of only in
conjunction with co-fiduciaries, and UMB, n.a. disclaims beneficial
ownership of these shares. Also includes 122,433 shares held in trusts and
estates for which UMB, n.a. is the sole fiduciary; however, UMB, n.a. has
elected not to vote such shares and disclaims beneficial ownership
thereof. Shares reported do not include shares held by UMB, n.a. as
trustee of the Company's ESOP (see footnote [4]). UMB n.a. disclaims
beneficial ownership of all of these shares.
(3) Includes 19,507 shares held by Mary S. Kemper (wife of R. Crosby Kemper),
presently exercisable options to acquire 6,265 shares granted under the
Company's 1992 Incentive Stock Option Plan and 3,437 shares held under the
Company's ESOP Plan for which he has voting rights. Includes 160,438
shares held by Kemper Realty Company, 180,157 shares held by Pioneer
Service Corporation, 76,784 shares held by Stagecoach, Inc., and 743,850
shares held by Stagecoach Investments, L.P. entities which may be
controlled, directly or indirectly by R. Crosby Kemper. Also includes
870,939 shares held in various trusts for which he has or shares voting or
investment powers. Of this number, 350,776 shares are held in trusts
established under the will of Rufus Crosby Kemper, and 33,837 shares are
held in the Enid and Crosby Kemper Foundation. In both cases, the shares
may be voted or disposed of by UMB, n.a. as trustee but only upon the
direction of R. Crosby Kemper, Mary S. Kemper and Alexander C. Kemper, or
any two of them. Also 150,223 shares are held in trusts established under
the will of Enid J. Kemper and may be voted or disposed of by UMB, n.a. as
trustee but only upon the direction of R. Crosby Kemper; 306,630 shares
are owned by the R.C. Kemper, Sr. Charitable Trust and Foundation but may
be voted or disposed of only by the co-trustees, R. Crosby Kemper, R.
Crosby Kemper III and Shelia Kemper Dietrich; 6,129 shares are owned by
the R.C. Kemper, Jr. Charitable Trust and Foundation and may be voted or
disposed of by R. Crosby Kemper, Mary S. Kemper and R. Crosby Kemper III,
trustees, or any two of them; and 23,344 shares are owned by the William
T. Kemper Foundation and may be voted or disposed of by R. Crosby Kemper.
(4) Held by UMB, n.a. as trustee for the benefit of eligible employees of the
Company and all its subsidiaries under the Company's ESOP. Participants
have the right to direct the voting of shares attributable to their
3
<PAGE>
accounts. All shares not so directed are voted in accordance with the
instructions of the Administrative Committee of the ESOP. Shares are
disposed of in the discretion of the Administrative Committee. If the
Administrative Committee fails to give instructions with respect to voting
or fails to give directions with respect to a required dispositive
decision, UMB, n.a., as trustee, is to exercise the voting rights and make
the dispositive decision. Beneficial ownership of all of these shares is
disclaimed.
STOCK BENEFICIALLY OWNED BY DIRECTORS AND NOMINEES
AND EXECUTIVE OFFICERS
(AS OF CLOSE OF BUSINESS ON JANUARY 30, 1998)
<TABLE>
<CAPTION>
TOTAL PERCENT OF
NAME SHARES CLASS
---- --------- ----------
<S> <C> <C>
Paul D. Bartlett, Jr.... 98,707(1) *
Thomas E. Beal.......... 21,494(2) *
H. Alan Bell............ 129,749(3) *
David R. Bradley, Jr.... 9,119(4) *
Newton A. Campbell...... 2,199 *
Howard R. Fricke........ 525 *
William Terry Fuldner... 1,180(5) *
Peter J. Genovese....... 48,301(6) *
Jack T. Gentry.......... -0- *
C. N. Hoffman III....... 40,478(8) *
Alexander C. Kemper..... 592,832(9) 2.86
R. Crosby Kemper........ 3,903,988(10) 18.81
R. Crosby Kemper III.... 353,771(11) 1.70
Daniel N. League, Jr.... 139 *
William J. McKenna...... 5,012(12) *
James D. Matteoni....... 132(13) *
Roy E. Mayes............ -0- *
John H. Mize, Jr........ 38 *
Mary Lynn Oliver........ 178,693 *
W. L. (Barry) Orscheln.. 10,930(14) *
Robert W. Plaster....... 60,637 *
Alan W. Rolley.......... 184,197 *
Joseph F. Ruysser....... 84,716(15) *
Thomas D. Sanders....... 25,347(16) *
Herman R. Sutherland.... 82,526(17) *
E. Jack Webster, Jr..... 65,230(18) *
J. Lyle Wells, Jr....... 23,684(19) *
John E. Williams........ 2,438(20) *
All executive officers
and directors as a
group.................. 5,109,537(21) 24.62
</TABLE>
- - --------
*Less than 1%
(1) Sole trustee of personal trust owning 2,980 shares; voting power shared
with two other trustees on 3,334 shares owned by Bartlett and Company
Profit Sharing Trust and with two other directors on 19,990 shares owned
by Bartlett and Company and 72,403 shares owned by Bartlett Enterprises,
Inc.
4
<PAGE>
(2) Includes 5,608 shares owned by his wife and 15,886 shares held in a trust
established for the benefit of him and his wife.
(3) Includes 64,392 shares owned by his wife.
(4) Includes 2,663 shares owned by him as trustee under his father's will.
(5) Includes 590 shares held by his wife.
(6) Includes 15,128 shares for which options are exercisable, 12,025 shares
under the Company's ESOP for which he has voting rights and 533 shares
held jointly with his mother and brother.
(7) Includes 429 shares held by the Company's ESOP.
(8) Includes 39,362 shares held as co-trustee; 121 shares for which options
are exercisable and 857 shares held by the Company's ESOP.
(9) Includes 5,504 shares for which options are exercisable, 1,990 shares held
by Stagecoach Investments, L.P., 1,669 shares under the Company's ESOP for
which he has voting rights, and 384,613 shares held in trust in which he
shares investment and voting authority with R. Crosby Kemper and Mary S.
Kemper (see Footnote [3] under Principal Shareholders, page 3). Also
includes 31,166 shares held in six other trusts in which he shares voting
and dispositive authority with other family members, and 160,438 shares
held by Kemper Realty Company by virtue of his position as President.
(10) See Footnote [3] under Principal Shareholders, page 3.
(11) Includes 312,759 shares held in trust in which he shares investment and
voting authority with R. Crosby Kemper and Mary S. Kemper or Sheila
Kemper Dietrich (See Footnote [3] under Principal Shareholders, page 3).
Also includes 31,166 shares held in six other trusts in which he shares
voting and investment authority with other family members, 1,175 shares
under the Company's ESOP for which he has voting authority and 2,072
shares for which options are exercisable.
(12) Includes 5 shares held as custodian for a minor child.
(13) Includes 132 shares held by the Company's ESOP.
(14) Has voting power over 10,797 shares owned by ADEO, L.L.C., by virtue of
his position as President and 133 shares held by his wife.
(15) Includes 75,936 shares held by a partnership over which he has voting
power and 580 shares held by Company's ESOP.
(16) Includes 23,611 shares owned by MMC Corp, by virtue of his position as
Chairman and Chief Executive Officer and 1,292 shares held by him as
trustee.
(17) Includes 5,047 shares owned by his wife and 2,197 shares held in trusts.
(18) Includes 8,677 shares owned by his wife.
(19) Includes 155 shares owned by his wife, 7,207 shares under the Company's
ESOP for which he has voting rights and 2,409 shares for which options
are exercisable.
(20)Includes 732 shares owned by his wife.
(21) The 384,613 shares for which R. Crosby Kemper, Mary S. Kemper and
Alexander C. Kemper are co-trustees; the 306,630 shares for which R.
Crosby Kemper, R. Crosby Kemper, III and Sheila Kemper Dietrich are co-
trustees; the 6,129 shares for which R. Crosby Kemper, Mary S. Kemper and
R. Crosby Kemper III are co-trustees; the 31,166 shares held in six
trusts over which Alexander C. Kemper and R. Crosby Kemper III have
shared authority; the 160,438 shares held by Kemper Realty Company, and
the 1,990 shares owned by Stagecoach Investments, L.P. which are
beneficially owned by Alexander C. Kemper have been included only once in
this total. Includes 48,982 shares for which options are exercisable and
57,892 shares held under the Company's ESOP for which the officers have
voting rights.
5
<PAGE>
ELECTION OF DIRECTORS
The Company has maintained a practice of nominating individuals for Board
membership from various communities served by its banking subsidiaries. Mr.
C.N. Hoffman, Jr., Mr. Thomas A. Ward and Dr. Jon Wefald resigned as
directors. Mr. C.N. Hoffman, III was elected to fill the position held by his
father, and Mr. Howard R. Fricke was elected to fill one of the other
vacancies. The remaining vacancy has not been filled.
The shareholders will elect nine directors to serve in Class I until the
Annual Meeting in 2001, or until their respective successors are duly elected
and qualified. Each shareholder is entitled to cast as many votes as shall
equal the number of shares of Common Stock held by him multiplied by the
number of directors to be elected in any given class of directors, and he may
cast all such votes for a single nominee within a class or he may distribute
them between two or more nominees within a class as he may see fit.
Each nominee has consented to be named as a nominee in this Proxy Statement
and to serve as a director, if elected. It is not anticipated that any nominee
will become unavailable for election; however, if any nominee(s) should
unexpectedly become unavailable for election, the shares represented by the
proxy will be voted for such substitute nominee(s) as the Board may name.
INFORMATION ABOUT DIRECTORS AND NOMINEES
The following schedule sets forth information about the nominees and about
the present directors of the Company who will continue in office.
NOMINEES FOR ELECTION
<TABLE>
<S> <C> <C> <C>
CLASS I-TERM EXPIRING IN
2001
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
Paul D. Bartlett, Jr.... 78 Director 1977
David R. Bradley, Jr.... 48 Director 1983
Newton A. Campbell...... 69 Director 1986
Howard R. Fricke........ 62 Director 1997
William Terry Fuldner... 70 Director 1985
Peter J. Genovese....... 51 Vice Chairman and Director 1979
C.N. Hoffman, III....... 48 Director 1997
Alexander C. Kemper..... 32 President and Director 1992
Mary Lynn Oliver........ 58 Director 1993
DIRECTORS WHO WILL CONTINUE IN OFFICE
CLASS II-TERM EXPIRING
IN 1999
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
Thomas E. Beal.......... 67 Director 1983
R. Crosby Kemper........ 71 Chairman, Chief Executive Officer and Director 1969
Roy E. Mayes............ 63 Director 1988
William J. McKenna...... 71 Director 1984
William L. Orscheln..... 47 Director 1989
Robert W. Plaster....... 67 Director 1995
Joseph F. Ruysser....... 40 Director 1993
E. Jack Webster, Jr..... 77 Director 1985
John E. Williams........ 71 Director 1987
</TABLE>
6
<PAGE>
DIRECTORS WHO WILL CONTINUE IN OFFICE
<TABLE>
<S> <C> <C> <C>
CLASS III-TERM EXPIRING
IN 2000
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- --------
<S> <C> <C> <C>
H. Alan Bell............ 59 Director 1993
Jack T. Gentry.......... 74 Director 1996
R. Crosby Kemper III.... 47 Vice Chairman and Director 1994
Daniel N. League, Jr.... 62 Director 1991
John H. Mize, Jr........ 57 Director 1986
Alan W. Rolley.......... 65 Director 1993
Thomas D. Sanders....... 53 Director 1991
Herman R. Sutherland.... 85 Director 1971
</TABLE>
Mr. Bartlett has served as Chairman of the Board of Bartlett and Company, an
agri-business company, since 1987.
Mr. Beal has served as President of Beal Properties, Inc., a real estate
management company, since 1967, and of Beal Broadcasting Co. from 1991 to
1996.
Mr. Bell served as Chairman of UMB Citizens Bank and Trust Co., Manhattan,
Kansas from January 1994 to July 1994. Prior to that he served as Chairman and
President of Citizens Bank and Trust Co. in Manhattan, Kansas, from 1976 to
1994.
Mr. Bradley has served as President and Editor of the News-Press and Gazette
Company, St. Joseph, Missouri, since 1971. He has also served as Publisher
since 1994.
Mr. Campbell served as Chairman of the Board and Chief Executive Officer of
Burns & McDonnell Engineering Company from 1986 until December, 1994.
Mr. Fricke has served as Chairman, President and Chief Executive Officer of
the Security Benefit Group of Companies, financial service providers, since
1988.
Mr. Fuldner has served as Chairman of the Board and Chief Executive Officer
of EFCO CORPORATION, a manufacturing company, since 1953.
Mr. Genovese has served as Vice Chairman of the Board of the Company since
1982. He has also served as Chairman and CEO of UMB Bank of St. Louis, n.a.
since 1979.
Mr. Gentry has served as President of Positronic Industries, Inc. since
1966.
Mr. Hoffman, III has served as President of the Salina Banking Center of UMB
National Bank of America, Salina, Kansas since 1993. He has been with that
bank since 1979.
Mr. Alexander C. Kemper, a son of R. Crosby Kemper, has served as President
of the Company since January, 1995, as President of UMB Bank, n.a. since
January, 1994, as President and CEO since January, 1996, and as Chairman,
President and CEO since January, 1997.
7
<PAGE>
Mr. R. Crosby Kemper has served as Chairman of the Board and Chief Executive
Officer of the Company since 1972. He also served as Chairman of the Board,
President and CEO of UMB Bank, n.a. from 1971 through January 1994, as
Chairman and CEO through January, 1996 and as Chairman through January, 1997.
Mr. R. Crosby Kemper III, a son of R. Crosby Kemper, has served as Vice-
Chairman of the Board of the Company since January, 1995 and as President of
UMB Bank of St. Louis, n.a. since November, 1993.
Mr. League has served as Chairman of the Board, President and Chief
Executive Officer of Pioneer Astro Industries, Inc., a manufacturing company,
since 1974. He has also served as President of Pioneer Manufacturing Co. since
1981 and as Chairman of Double L Manufacturing Co. since 1983.
Mr. McKenna has served as Chairman of the Kellwood Company, a maker of
wearing apparel since 1991. He served as Chairman and CEO from 1984 to 1997.
Mr. McKenna is a director of Genovese Drug Stores, Inc. and Kellwood Company.
Mr. Mayes has served as Chairman of the Board and President of Carmar Group,
Inc., a warehousing operation, since 1965. He has served as President and CEO
of Carmar Freezers, Inc. since 1989 and as President and CEO of Carmar
Logistics, Inc. since 1994.
Mr. Mize has served as President and Chief Executive Officer of the Blish-
Mize Company, a wholesale hardware dealer, since 1982.
Mrs. Oliver served as Chairman of Russell State Bank and of Security State
Bank from 1984 to 1994.
Mr. Orscheln has served as President and Treasurer of the Orscheln Group of
Companies since 1990. They are engaged primarily in manufacturing, retail and
real estate development. He is also a director of Dura Automotive Systems,
Inc.
Mr. Plaster serves as Chairman of Evergreen Investments, LLC. Prior to that
he served as Chairman of the Board of Empire Energy Corporation from 1994 to
1996, and as Chairman of the Board of Empire Gas Corporation from 1963 until
1994.
Mr. Rolley served as Chairman of UMB Highland Park Bank and Trust in Topeka,
Kansas from 1993 until 1994. Prior to that he served as Chairman of Highland
Park Bank and Trust and North Plaza State Bank, both in Topeka, Kansas, from
1965 and 1972, respectively, until 1993. He has served as Chairman of the
Kansas State Bank of Holton, Kansas since 1976. He is also a Director of
Community Bankcorporation of New Mexico.
Mr. Ruysser has been a partner in J and B Investments since 1986. In
addition, he served as President of CNB Financial Corporation from April, 1992
to September, 1993.
Mr. Sanders has served as Chief Executive Officer of MMC Corp, a mechanical
contractor, since 1991. He has served as Vice Chairman of the Board of Midwest
Mechanical Contractors, Inc. since 1990 and as CEO of MW Builders, Inc. since
1993.
Mr. Sutherland has served as a Partner of Sutherland Lumber Company since
1941.
8
<PAGE>
Mr. Webster has served as Chairman of the Board and Chief Executive Officer
of Petrol Properties, Inc., a real estate and marketing company, since 1957.
He has also served as Chief Executive Officer of Reliant Industries, Inc., a
real estate and environmental services company since 1990. He is a director of
Adams Resources and Energy, Inc. and Mid-American Century Life Insurance Co.
Mr. Williams has served as Chairman of the Board of H.E. Williams, Inc., a
manufacturing company, since 1996, having previously served as Chairman and
Chief Executive Officer since 1989 and as President since 1973.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater-
than-10% beneficial owners are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company, and written
representations that no Forms 5 were required, the Company believes that
during 1997 all Section 16(a) filing requirements applicable to its officers,
directors and greater-than-10% beneficial owners were complied with; except
that Messrs. Roy E. Mayes and E. Frank Ware each failed to file a timely
report with respect to a single transaction.
CERTAIN TRANSACTIONS
The directors, officers, nominee directors and companies with which they are
associated were customers of and had banking transactions with the Company's
affiliate banks in the ordinary course of each respective bank's business
during 1997. Such relationships continue to be conducted on substantially the
same terms, including interest rates and collateral, as those prevailing at
the same time for comparable transactions with other persons and do not
involve more than normal risk of collectibility or present other unfavorable
terms.
Messrs. R. Crosby Kemper, Alexander C. Kemper, R. Crosby Kemper III and
Wells, who are executive officers and directors of the Company or its
affiliates and certain other members of Mr. R. Crosby Kemper's immediate
family own approximately 75% of the stock of Pioneer Service Corporation.
During 1997, Pioneer Service Corporation leased real estate to the Company and
its subsidiaries under a two year lease expiring December 31, 1998 on terms no
less favorable to the Company than that which could be obtained from non-
affiliated parties. In December 1997, $182,557 was paid as rent for the 1998
annual rental period under the lease.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has appointed an Audit Committee from among its
members. It has also created an Officers Salary and Stock Option Committee.
Membership on this committee is open to members of the Company's Board of
Directors as well as Board members from the Company's subsidiaries. The Board
has not appointed a Nominating Committee.
The Audit Committee, among other functions, reviews the nature and scope of
the audit, reviews the accounting practices and control systems of the Company
and reviews the qualifications and performance of the auditing firm. Present
members of the committee are Thomas E. Beal, Newton A. Campbell, Daniel N.
League, Jr., and John E. Williams.
9
<PAGE>
The Officers Salary and Stock Option Committee is responsible for setting
and administering overall compensation policy and setting compensation levels
for senior officers. Members of the committee during 1997 were Paul D.
Bartlett, Jr., William J. McKenna, Thomas D. Sanders, and Herman R. Sutherland
from the Company's Board of Directors. Mr. John W. Uhlmann is also a member of
the Committee and a member of the Board of UMB Bank, n.a., the Company's
largest subsidiary.
In addition to the regularly scheduled meetings of the Board of Directors,
an Executive Committee appointed by the Board of Directors meets periodically.
This committee takes action on matters in lieu of the Board of Directors and
reports such action taken to the Board at its next scheduled meeting for
ratification. Present members of the committee are R. Crosby Kemper, Chairman,
Peter J. Genovese, Royce M. Hammons, Alexander C. Kemper, R. Crosby Kemper
III, Richard A. Renfro, James A. Sangster, William C. Tempel and J. Lyle
Wells, Jr. Mr. Hammons is Chairman, President and CEO of UMB Bank Oklahoma;
Mr. Renfro is President and CEO of UMB National Bank of America; Mr. Sangster
is a Divisional Executive Vice President of UMB Bank, n.a., and Mr. Tempel is
a Divisional Executive Vice President of UMB Bank, n.a.
In addition to the four meetings of the Board of Directors, the Executive
Committee held eleven meetings or took action in lieu of meetings. The Audit
Committee met five times, and the Officers Salary and Stock Option Committee
met twice and took one action by unanimous consent in 1997. All directors
attended at least 75 percent of the meetings of the Board and committees upon
which they served except Jack T. Gentry, William J. McKenna, Roy E. Mayes,
Thomas D. Sanders and John E. Williams.
EXECUTIVE COMPENSATION
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION (AWARDS)
-------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#)(6) COMPENSATION
------------------ ---- -------- ----- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper 1997 $696,317 -- -- 1,986 $23,862(1)
Chairman and CEO 1996 647,145 -- -- 2,854 25,582
1995 627,334 -- -- 2,771 26,745
Alexander C. Kemper 1997 $346,164 -- -- 1,986 $ 7,542(2)
President and 1996 268,493 -- -- 2,854 9,262
Chairman and CEO 1995 184,887 -- -- 2,771 10,425
UMB Bank, n.a.
Peter J. Genovese 1997 $268,302 -- -- 1,680 $ 7,542(3)
Vice Chairman and 1996 252,767 -- -- 1,654 9,262
Chairman and CEO 1995 242,488 -- -- 1,819 10,425
UMB Bank of St.
Louis
James D. Matteoni 1997 $230,237 -- -- 788 $ 7,220(4)
Chief Information 1996 -- -- -- -- --
Officer
UMB Bank, n.a. 1995 -- -- -- -- --
J. Lyle Wells 1997 $209,080 -- -- 1,050 $11,908(5)
Vice Chairman 1996 195,540 -- -- 1,103 13,628
1995 189,556 -- -- 1,213 14,791
</TABLE>
10
<PAGE>
- - --------
(1) Includes a split dollar insurance premium of $16,320, which includes
$9,921 attributable to term life insurance coverage, and a contribution to
the Company Profit Sharing of $7,542.24.
(2) Profit Sharing contribution of $7,542.24.
(3) Profit Sharing contribution of $7,542.24.
(4) Profit Sharing contribution of $5,542.22 and a matching contribution of
$1,677.29 to the 401(k) savings plan.
(5) Includes split dollar insurance premium of $4,366, which includes $2,702
attributable to term life insurance coverage, and a contribution to the
Company Profit Sharing of $7,542.24.
(6) All figures adjusted for 10% stock dividends paid January 2, 1996; a 5%
stock dividend paid January 2, 1997 and a 5% stock dividend paid January
2, 1998.
II. OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS (1) OPTION TERM
-------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED IN 1997 (PER SHARE) DATE 5% 10%
---- ---------- ---------- ---------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper (2) 1,986 6.2% $55.37 Oct. 2002 $17,635 $ 51,040
Chairman and CEO
Alexander C. Kemper 1,986 6.2% 50.34 Oct. 2007 62,876 159,336
President and
Chairman and CEO
UMB Bank, n.a.
Peter J. Genovese 1,680 5.2% 50.34 Oct. 2007 53,189 134,786
Vice Chairman and
Chairman and CEO UMB Bank of
St. Louis
James D. Matteoni 788 2.5% 50.34 Oct. 2007 24,948 63,221
Chief Information Officer
UMB Bank, n.a.
J. Lyle Wells 1,050 3.3% 50.34 Oct. 2007 33,243 84,241
Vice Chairman
All shareholders as a group (3) $673,571,692 $1,664,993,855
</TABLE>
- - --------
(1) All information relating to option grants adjusted for 5% stock dividend
paid January 2, 1998.
(2) By virtue of Mr. Kemper's having voting rights over more than 10% of the
Company's common stock there is a 10% premium on his exercise price and
his option period cannot exceed five years from date of grant.
(3) Increase in value of shares presently held by all shareholders assuming 5%
and 10% compound rates of return over the ten year life of options granted
in 1997. Using an exercise price of $50.34 per share, a 5%
11
<PAGE>
compound rate of return (excluding cash dividends) would result in a per
share price of $82.00 after ten years. Assuming a 10% compound rate of
return (excluding cash dividends) the per share price would be $130.57
after ten years.
Except as noted in the footnote, all options are granted for a term of ten
years. The Stock Option Plan provides for delayed vesting according to the
following schedule: two years from grant of option--40%; three years--60%;
four years--80%; and four years and eleven months--100%. All options granted
since 1989 give the Company the right to recover benefits derived by the
exercise of an option by an employee within two years of his or her employment
by a competitor. Both of these features are intended to encourage long term
commitments by key officers.
III. AGGREGATED OPTION EXERCISES IN 1997, AND OPTION VALUES AT DECEMBER 31,
1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1997 (#) (2) DECEMBER 31, 1997
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby
Kemper (1) 3,430 $71,721 6,265 8,751 $143,514 $126,734
Chairman
and CEO
Alexander C.
Kemper -- -- 5,504 7,256 154,861 115,373
President
and
Chairman
and CEO
UMB Bank,
n.a.
Peter J.
Genovese 3,082 94,771 15,128 5,179 485,982 81,008
Vice Chair-
man and
Chairman
and CEO UMB
Bank of St.
Louis
James D.
Matteoni -- -- -- 1,560 -- 18,309
Chief In-
formation
Officer
UMB Bank,
n.a.
J. Lyle
Wells 770 23,670 2,409 3,474 69,408 55,938
Vice Chair-
man
</TABLE>
- - --------
(1) By virtue of Mr. Kemper's having voting rights over more than 10% of the
Company's common stock there is a 10% premium on his exercise price and
his option period cannot exceed five years from date of grant.
(2) Number of underlying securities adjusted to reflect 5% stock dividends
paid in 1988 and 1989; 10% stock dividends paid in 1992, 1994 and 1996,
and a 5% stock dividend paid January 2, 1997 and January 2, 1998.
12
<PAGE>
REPORT OF THE OFFICERS SALARY AND STOCK OPTION COMMITTEE ON
EXECUTIVE COMPENSATION
The Officers Salary and Stock Option Committee of the Board of Directors
(the "Committee") is composed of five Directors who are not employees. Subject
only to oversight by the full Board, the Committee has final responsibility
for setting and administering overall compensation policy and levels of
compensation for senior officers including the Chief Executive Officer.
Members of the Committee are individuals with significant holdings of Company
stock who can more particularly bring a shareholder's perspective to the
Committee's deliberations.
Throughout its existence the Company has maintained a simple,
straightforward compensation program. The components of total compensation for
nearly every officer of the Company are base salary and benefits which are
otherwise provided to all employees regardless of position. However, the
Committee has the discretion to award bonuses, stock options and other
benefits including company owned automobiles and split dollar insurance. The
timing and amounts of such awards are determined on a subjective basis.
Subject to limitations on his stock options as discussed below, Mr. R. Crosby
Kemper's compensation is determined in the same way as all other officers for
which the Committee has discretion.
The Company's policy is to pay base salaries which are competitive with
other financial service providers in communities served by the Company. The
list of financial service providers used for this comparison are not the same
as those included in the Performance Graph that follows. That index includes
all the companies included in the NASDAQ Bank Index while the companies
included in the compensation surveys are more limited. Salary comparisons are
made (i) to those paid by competitors in the immediate trade area of each
banking affiliate except UMB Bank, n.a., (ii) a group of ten banks of
comparable size and a cluster of fifteen north central banks with assets
ranging between $2.0 and $5.9 billion for UMB Bank, n.a., and (iii) a cluster
of twenty-three nationwide financial institutions with assets ranging from $6
to $9.9 billion for UMB Financial Corporation. Salary levels set by the
Committee for 1998 generally correspond to the salary ranges included in the
salary surveys referred to above. While primary emphasis is placed on matching
competitive salary levels disclosed by the appropriate survey, consideration
is also given to the package of benefits available to all employees compared
to those offered by competitors. Salary levels are considered annually and are
based on current salary and individual performance during the previous
calendar year. There is no direct link between corporate performance and the
amount of salary, bonus or any other component of Executive Compensation.
The Company has a policy of providing some incentive to its officers tied to
the market performance of the Company's stock. Since 1981 the Company has
maintained an Incentive Stock Option Program in which a limited number of
stock options are granted annually to officers of the Company whose
contributions to the Company merit such recognition. Those options allow the
officer to purchase the option shares for ten years at a price equal to market
value at the time the option is granted. Since he has the power to vote more
than 10% of the outstanding stock of the Company, Mr. R. Crosby Kemper's
options are for only five years and his option price is 110% of market value.
The Stock Option Plan provides for delayed vesting according to the following
schedule: two years from grant of option--40%; three years--60%; four years--
80%; and four years and eleven months--100%. If an employee exercises an
option granted after 1988 and goes to work for a competitor within two years
of his or her exercise of that option, the Company has a right to recover the
benefits realized at the time of exercise. Both of these features are intended
to encourage long term commitments by key officers. Historically, however, the
level of options granted by the Company under the Option Plans has been
modest. As shown on Tables I and II above, the projected benefits received by
officers under this plan are relatively low when compared with their salaries
and will be matched by benefits realized by all shareholders. They are also
relatively low when compared with other companies.
13
<PAGE>
A Company sponsored pension plan for all officers and employees was
terminated effective December 31, 1997. In lieu of that plan, a Company match
to a 401(k) Savings Plan ("Plan") is now available to all officers and
employees including those who were participants in the pension plan. All
officers and employees may, subject to regulations of the Internal Revenue
Service, elect to contribute up to 15% of their annual compensation to the
Plan. The Company in its discretion may match part of those contributions. The
Company has elected to contribute fifty cents for each dollar contributed by
an officer or employee. The Company's contribution is limited in that the
match can only apply to the first four percent of an employee's annual
compensation.
The Company has no other long-term incentive plan awards, no employment
contracts and no change-in-control or "golden parachute" arrangements.
The Internal Revenue Code was amended effective in 1994 to add Section
162(m), which limits the deduction for federal income tax purposes by publicly
held corporations of compensation in excess of $1 million dollars paid to the
executive officers listed in the summary compensation table in the
corporation's proxy statement unless such compensation is performance based as
defined in Section 162(m).
Although the total compensation paid by the Company to any of the executives
named in the Company's summary compensation table is now less than $1 million,
the Compensation Committee and the Board have been and will continue to be
counseled on the limitations imposed by Section 162(m), and the Compensation
Committee will consider the limitations imposed by Section 162(m) in
structuring future compensation for the Company's executives. The Committee
cannot make any assurances, however, that it will not authorize the payment of
non-deductible compensation. As stated above, the Compensation Committee
structures compensation for its executives to be competitive with other
financial service providers in the communities served by the Company. The
Committee will work to maintain competitive compensation, to the extent
feasible, with compensation that is fully deductible. Nonetheless, the
limitation on deductibility will have to be weighed against the interests of
the Company in attracting and retaining high quality executives.
MEMBERS OF THE COMMITTEE
Paul D. Bartlett, Jr., William J. McKenna,
Thomas D. Sanders, Herman R. Sutherland and John W. Uhlmann.
DIRECTOR COMPENSATION
Directors of the Company who are not employed by the Company or its
subsidiaries are paid Directors' fees of $500 for each Board meeting they
attend. Attendance fees of $500 are paid to members of the Audit Committee.
Officers Salary and Stock Option Committee members receive an attendance fee
of $300.
SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Officers Salary and Stock Option Committee members are
identified in the Section entitled Committees and Meetings of the Board of
Directors.
Members of the Committee and companies with which they are associated were
customers of and had banking transactions with the Company's affiliate banks
in the ordinary course of each respective bank's business during 1997. Such
relationships continue to be conducted on substantially the same terms,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with other persons and do not involve more than
normal risk of collectibility or present other unfavorable terms. No officers
or former officers served as members of the Salary and Stock Option Committee.
14
<PAGE>
PERFORMANCE GRAPH
The graph below summarizes the cumulative return experienced by the
Company's shareholders over the years 1993 through 1997, compared to the S&P
500 Stock Index and the NASDAQ Bank Index. In all cases the return assumes a
reinvestment of dividends.
UMB FINANCIAL CORPORATION STOCK
VS VARIOUS STOCK INDICES
[LOGO OF PERFORMANCE GRAPH APPEARS HERE]
Value of $1
UMB Financial
Corporation Stock S & P 500 NASDAQ Bank
12/31/93 0.96 1.10 1.14
12/31/94 0.90 1.12 1.14
12/31/95 1.14 1.53 1.69
12/31/96 1.40 1.89 2.23
12/31/97 2.02 2.52 3.77
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as independent
public accountants to perform the 1998 audit, which includes: 1) the
examination of annual financial statements; 2) review of unaudited quarterly
financial information; 3) assistance and consultation in connection with
filings with the Securities and Exchange Commission; and 4) consultation on
various audit-related accounting matters. Deloitte & Touche LLP has served as
the Company's auditors continuously since 1982.
A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting and will have an opportunity to make a statement if he so
desires and will be available to respond to appropriate questions.
15
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company by November 12, 1998,
to be considered for inclusion in the proxy materials of the Company for the
1999 Annual Meeting. The Company requests that such shareholder proposals be
sent by certified mail--return receipt requested.
OTHER MATTERS
The Board of Directors knows of no matters expected to be presented for
consideration at the Annual Meeting that are not described herein. However, if
other matters properly come before the meeting, persons named in the
accompanying form of proxy will vote thereon in accordance with their best
judgment.
By Order of the Board of Directors
David D. Miller
Secretary
March 12, 1998
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES EXCHANGE COMMISSION, WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN
REQUEST DIRECTED TO: SECRETARY, UMB FINANCIAL CORPORATION, 1010 GRAND AVENUE,
KANSAS CITY, MISSOURI 64106.
16
<PAGE>
PROXY UMB FINANCIAL CORPORATION
P.O. Box 419226, Kansas City, MO 64141-6226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 16, 1998.
The undersigned hereby appoints R. Crosby Kemper and Alexander C. Kemper,
or either of them, with full power of substitution as proxies, to vote all
shares of Common Stock of UMB Financial Corporation, which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held April 16,
1998, and any adjournments thereof.
1. ELECTION OF DIRECTORS IN CLASS I
(To withhold authority to vote for any individual nominee, strike a line
through the nominee's name. In such event, unless you request otherwise,
your votes will then be cumulated and voted for the other nominees.)
[_] FOR all nominees in Class I (except as otherwise indicated)
[_] WITHHOLD AUTHORITY on all nominees below
Paul D. Bartlett, Jr., David R. Bradley, Jr., Newton A. Campbell,
William C. Fricke, William Terry Fuldner, Peter J. Genovese, C.N. Hoffman, III,
Alexander C. Kemper, Mary Lynn Oliver
Management knows of no other matters to be brought before the Annual
Meeting, however, the persons named as proxy holders or their substitutes will
vote in accordance with their best judgment if any other matters are properly
brought before the Annual Meeting. This proxy, when properly executed, will be
voted in the manner directed herein by the undersigned shareholder or absent
instruction will be voted FOR Proposal 1. Unless authority to vote for any
director nominee is withheld, authority to vote for such nominee will be deemed
granted.
PLEASE
----------------------------------
Signature
SIGN
HERE
----------------------------------
Signature
Please sign exactly as name appears. If
shares are held jointly, any one of the
joint owners may sign. Attorneys-in-fact,
executors, administrators, trustees,
guardians or corporation officers should
indicate the capacity in which they are
signing.
PLEASE SIGN, DATE, AND MAIL THIS PROXY
PROMPTLY whether or not you expect to
attend the meeting.
Date , 1998
------------------------------
