<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
UMB Financial Corporation
- - --------------------------------------------------------------------------------
(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:
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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):
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
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Notice of Annual Meeting of Shareholders
and Proxy Statement
April 22, 1999
10:00 a.m.
UMB Bank Building
1010 Grand Boulevard
Kansas City, Missouri 64106
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1999
The Annual Meeting of Shareholders of UMB Financial Corporation (the
"Company") will be held at the Company offices located at 1010 Grand
Boulevard, Kansas City, Missouri, on April 22, 1999, at 10:00 a.m. to consider
and vote on the following matters:
1) the election of nine Class II directors to hold office until the Annual
Meeting in 2002;
2) the election of two Class III directors to hold office until the Annual
Meeting in 2000; and
3) to transact 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 4, 1999 will
be entitled to notice of or to vote at this meeting or any adjournments
thereof.
It is important that your shares be represented at the meeting. We urge you
to exercise your right to vote by completing and returning the enclosed proxy
card or by voting your shares through the Internet.
By Order of the Board of Directors,
David D. Miller
Secretary
The date of this notice is March 12, 1999.
<PAGE>
UMB FINANCIAL CORPORATION
1010 Grand Boulevard
Kansas City, Missouri 64106
PROXY STATEMENT
GENERAL INFORMATION
Purpose
This Proxy Statement and the accompanying proxy card are being mailed to
shareholders of UMB Financial Corporation (the "Company") beginning March 12,
1999. The Company's Board of Directors (the "Board") is soliciting proxies to
be used at the 1999 Annual Meeting of its shareholders which will be held at
10:00 a.m. on April 22, 1999, at the Company offices located at 1010 Grand
Boulevard, Kansas City, Missouri.
Proxies are being solicited to give all shareholders of record an
opportunity to vote on matters to be presented at the Annual Meeting. In the
following pages of this Proxy Statement, you will find information on matters
to be voted upon at the Annual Meeting of shareholders or any adjournment of
that meeting.
Matters to be Considered by Shareholders
Shareholders at the Annual Meeting will consider and vote upon: 1) the
election of nine Class II directors who will hold office until the Annual
Meeting in 2002; 2) the election of two Class III directors who will hold
office until the Annual Meeting in 2000; and 3) such other matters as may
properly come before the meeting or any adjournments thereof.
Who Can Vote
Holders of common stock at the close of business on March 4, 1999, are
entitled to notice of and to vote at the Annual Meeting. On January 26, 1999,
there were 20,489,219 shares outstanding. Each share is entitled to one vote
on each matter properly brought before the meeting. Shares can be voted at the
meeting only if the shareholder is present or represented by a valid proxy.
Voting
Your vote is important. Since many shareholders cannot personally attend
the meeting, it is necessary that a large number be represented by proxy.
Proxies may be given by either a written proxy card or by communicating with
the Company's transfer agent by use of the internet. Instructions for giving
your proxy by either means accompany this Proxy Statement. Proxies may be
revoked at any time before they are exercised (i) by written notice to the
Corporate Secretary, (ii) by electronic notice to the Company's transfer
agent, (iii) by a properly executed, later-dated written or electronic proxy,
or (iv) by voting by ballot at the Annual Meeting. The method by which you
vote will in no way limit your right to vote at the Annual Meeting if you
later decide to attend in person. If your shares are held in the name of a
bank, broker or other holder of record, you must obtain a proxy, executed in
your favor, from the holder of record to be able to vote at the meeting.
All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting and not revoked will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxies.
If you sign the proxy card but do not specify how you want your shares to be
voted, your shares will be voted in favor of the election of all listed
nominees listed on the proxy card.
<PAGE>
If any other matters are properly presented for consideration at the Annual
Meeting, including, among other things, consideration of a motion to adjourn
the Annual Meeting to another time or place, the persons named in the enclosed
form of proxy will have discretion to vote on those matters according to their
best judgment to the same extent as you would be entitled to vote. At the date
this Proxy Statement went to press, the Company did not anticipate that any
other matters would be raised at the Annual Meeting.
Solicitation of Proxies
The cost of the solicitation of proxies will be paid by the Company. In
addition to the use of the mails, proxies may be solicited personally, or by
telephone by regular employees of the Company. In addition, the Company will
reimburse brokers and other custodians, nominees or fiduciaries for their
expenses in forwarding proxy materials to security owners and updating their
proxies.
Required Votes--Election of Director Nominees
Voting is cumulative in the election of directors. The Board of Directors
of the Company is divided into three classes which are as nearly equal in
number as possible. At each Annual Meeting of shareholders, the directors
constituting one class are elected for a three-year term. In addition, if an
individual has been appointed to fill a vacancy in one of the other two
classes since the last Annual Meeting their names will also be submitted for a
shareholder vote.
In voting for the election of directors in any class, cumulative voting is
permitted and record holders are entitled to cast as many votes as shall equal
the number of shares of stock held, multiplied by the number of directors to
be elected in that class. Such votes may be cast all for a single candidate in
a class or the votes may be distributed among the candidates in that class, as
the shareholder directs. Any shares not voted (whether by abstention, broker
non-votes or otherwise) have no impact on the election of directors except to
the extent that the failure to vote for an individual results in another
individual receiving a larger proportion of the total votes.
To be elected each nominee must be approved by a majority of the shares
that are entitled to vote for the election of directors and are represented at
the Annual Meeting by shareholders who are present in person or represented by
proxy.
While it is not expected that any of the nominees will be unable to qualify
or accept office, if for any reason one or more is unable to do so, the
proxies will be voted for substitute nominees selected by the Board of
Directors of the Company.
Required Votes--Other Matters
Any other matter properly presented for a shareholder vote will be
determined by a vote of the majority of the outstanding shares of common
stock.
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 26, 1999:
<TABLE>
<CAPTION>
Number of Shares
Held of Record as a Number of
Fiduciary but not Shares Owned
Name and Address Owned Beneficially Percent Beneficially Percent
---------------- ------------------- ------- ------------ -------
<S> <C> <C> <C> <C>
UMB Bank, n.a.............. 3,195,461(1) 15.59 794,640(2) 3.88
1010 Grand Boulevard
Kansas City, Missouri
R. Crosby Kemper........... 0 0 3,870,206(3) 18.89
1010 Grand Boulevard
Kansas City, Missouri
ESOP of UMB Financial
Corporation, Inc.......... 0 0 1,853,624(4) 9.05
1010 Grand Boulevard
Kansas City, Missouri
</TABLE>
- - --------
(1) Held by UMB Bank, n.a. ("UMB, n.a."), an affiliate bank of the Company, in
agency and custody 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 under the terms of the governing instrument or other
agreement. Shares held by UMB, n.a. which are shown in footnote 3 below
are not included in this number. UMB, n.a. disclaims beneficial ownership
of all these shares.
(2) Includes 677,656 shares that are voted or disposed of only as directed by
co-fiduciaries. Also includes 116,984 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. Shares reported are not included with shares held
by UMB, n.a. as trustee of the Company's ESOP (see footnote 4 below). 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 5,873 shares granted under the
Company's 1992 Incentive Stock Option Plan and 3,356 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, 79,784 shares held by Stagecoach, Inc., and 745,250
shares held by Stagecoach Investments, L.P. entities through which voting
and investment decisions may be controlled, directly or indirectly by R.
Crosby Kemper. Also includes 831,678 shares held by UMB, n.a. as either
sole trustee or co-trustee. In each case R. Crosby Kemper has or shares
voting or investment powers. Of this number, 315,952 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 a trust
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; 302,193 shares are owned by the R. C. Kemper, Sr. Charitable Trust
and Foundation and may be voted or disposed of by UMB, n.a. but only upon
the direction of R. Crosby Kemper, R. Crosby Kemper III and Sheila Kemper
Dietrich, or any two of them; 6,129 shares are owned by the R. C. Kemper,
Jr. Charitable Trust and Foundation and may be voted or disposed of by
UMB, n.a. but only upon the direction of R. Crosby Kemper, John Mariner
Kemper and R. Crosby Kemper III, 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 UMB Bank, n.a., as trustee, but only upon the direction of R. Crosby
Kemper.
3
<PAGE>
(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
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. UMB Bank, n.a. disclaims beneficial ownership of
all of these shares.
STOCK OWNED BY DIRECTORS AND NOMINEES
AND BY EXECUTIVE OFFICERS
The following table sets forth the number of shares of UMB Financial
Corporation common stock beneficially owned (as defined in the rules of the
Securities and Exchange Commission), as of January 26, 1999, by each director,
each nominee, and by the Executive Officers named in the Summary Compensation
Table on page 11. It also includes the shares beneficially owned by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Beneficial Percent
Names Holdings (1) of Class
----- ------------ --------
<S> <C> <C>
Paul D. Bartlett................................... 98,707 *
Thomas E. Beal..................................... 21,494 *
H. Alan Bell....................................... 127,749 *
David R. Bradley Jr................................ 9,119 *
Newton A. Campbell................................. 2,199 *
Howard R. Fricke................................... 525 *
William T. Fuldner................................. 1,180 *
Peter J. Genovese.................................. 50,147 *
Jack T. Gentry..................................... -- *
Richard Harvey..................................... 20 *
C. N. Hoffman, III................................. 40,615 *
Alexander C. Kemper................................ 558,672 2.73%
R. Crosby Kemper................................... 3,870,206 18.89%
R. Crosby Kemper, III.............................. 350,076 1.71%
Daniel N. League, Jr............................... 141 *
Thomas J. McDaniel................................. 1,000 *
William J. McKenna................................. 5,012 *
James D. Matteoni.................................. 555 *
John H. Mize, Jr................................... 38 *
Mary Lynn Oliver................................... 151,593 *
W. L. (Barry) Orscheln............................. 10,797 *
Robert W. Plaster.................................. 60,637 *
Alan W. Rolley..................................... 177,472 *
Thomas D. Sanders.................................. 25,347 *
L. Joshua Sosland.................................. 1,263 *
Herman R. Sutherland............................... 72,140 *
E. Jack Webster, Jr................................ 64,278 *
Dr. Jon Wefald..................................... 2,941 *
J. Lyle Wells, Jr.................................. 23,946 *
John E. Williams................................... 2,438 *
All Directors and Executive Officers as a Group.... 4,986,697(2) 24.34%
</TABLE>
4
<PAGE>
(1) Unless otherwise indicated, includes shares of common stock held directly
by the individuals as well as by members of such individuals' immediate
family who share the same household, shares held in trust and other
indirect forms of ownership over which shares the individuals exercise
sole or shared voting and/or investment power. Also includes shares which
are subject to outstanding options exercisable by officers of the Company
within 60 days as follows: Mr. Genovese--13,582 shares, Mr. C.N. Hoffman,
III--258 shares; Mr. Alexander C. Kemper--7,402 shares, Mr. R. Crosby
Kemper--5,873 shares, Mr. R. Crosby Kemper, III--2,685 shares; Mr. James
D. Matteoni--309 shares and Mr. J. Lyle Wells--2,673 shares. Executive
Officers as a group (including those individuals listed above) hold such
options to acquire a total of 54,549 shares.
(2) Shares held in Kemper family foundations and trusts for members of the
family over which more than one member of the family share voting and/or
investment power have been included only one time in this total. See
footnote 3 in the above Section entitled "Principal Shareholders" for a
description of the voting rights and investment authority of family
members.
*Less than 1% of outstanding shares.
ELECTION OF DIRECTORS
General information about the nominees and the current directors.
The Company nominates individuals for membership on its Board of Directors
from various communities served by its banking subsidiaries. Since the last
annual meeting Dr. Jon Wefald rejoined the board. Dr. Wefald was first elected
to the board on April 20, 1995. He served until he resigned on August 22, 1997
when he found himself in a conflict of interest. Following resolution of that
conflict, Dr. Wefald was reelected to the board on July 16, 1998. Mr. L.
Joshua Sosland of Kansas City, Missouri was also elected on July 16, 1998.
At the Annual Meeting shareholders will be asked to vote for nine Class II
directors who will serve until the annual meeting in 2002, or until their
respective successors are duly elected and qualified. Since Dr. Wefald and Mr.
Sosland were elected to the board since the last annual meeting, shareholders
will also be asked to vote for them as Class III directors who will serve
until the annual meeting in 2000, or until their respective successors are
duly elected and qualified.
Each shareholder is entitled to cast as many votes for the election of
directors to each class as shall equal the number of shares of common stock
held by him or her times the number of directors to be elected in that class
of directors. Each shareholder may cast all such votes for a single nominee
within a class or may distribute them between two or more nominees within a
class as he or she sees fit.
Each of the nominees has agreed to be named as a nominee and to serve as a
director, if elected. It is not anticipated that any of the nominees will
become unavailable for election; however, if any nominee(s) should
unexpectedly become unavailable, the shares represented by the proxy will be
voted for such substitute nominee(s) as the board may name.
5
<PAGE>
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
Class II--Terms expiring in 2002
<TABLE>
<CAPTION>
Director
Name Age Position with the Company Since
- - ---- --- ------------------------- --------
<S> <C> <C> <C>
Thomas E. Beal.......... 68 Director 1983
Richard Harvey.......... 60 Director --
R. Crosby Kemper........ 72 Chairman, Chief Executive Officer and Director 1969
Thomas J. McDaniel...... 60 Director --
William J. McKenna...... 72 Director 1984
William L. Orscheln..... 48 Director 1989
Robert W. Plaster....... 68 Director 1995
E. Jack Webster, Jr..... 78 Director 1985
John E. Williams........ 72 Director 1987
Class III--Terms expiring in 2000
<CAPTION>
Director
Name Age Position with the Company Since
- - ---- --- ------------------------- --------
<S> <C> <C> <C>
L. Joshua Sosland....... 38 Director 1998
Dr. Jon Wefald.......... 61 Director 1998
DIRECTORS WHO WILL CONTINUE IN OFFICE
Class III--Terms expiring in 2000
<CAPTION>
Director
Name Age Position with the Company Since
- - ---- --- ------------------------- --------
<S> <C> <C> <C>
H. Alan Bell............ 60 Director 1993
Jack T. Gentry.......... 75 Director 1996
R. Crosby Kemper III.... 48 Vice Chairman and Director 1994
Daniel N. League, Jr.... 63 Director 1991
John H. Mize, Jr........ 58 Director 1986
Alan W. Rolley.......... 66 Director 1993
Thomas D. Sanders....... 54 Director 1991
Herman R. Sutherland.... 86 Director 1971
Class I--Terms expiring in 2001
<CAPTION>
Director
Name Age Position with the Company Since
- - ---- --- ------------------------- --------
<S> <C> <C> <C>
Paul D. Bartlett, Jr.... 79 Director 1977
David R. Bradley, Jr.... 49 Director 1983
Newton A. Campbell...... 70 Director 1986
Howard R. Fricke........ 63 Director 1997
William Terry Fuldner... 71 Director 1985
Peter J. Genovese....... 52 Vice Chairman and Director 1979
C. N. Hoffman III....... 49 Director 1997
Alexander C. Kemper..... 33 President and Director 1992
Mary Lynn Oliver........ 59 Director 1993
</TABLE>
6
<PAGE>
INFORMATION ABOUT THE DIRECTORS AND NOMINEES
Mr. Bartlett has served as Chairman of the Board of Bartlett and Company,
Kansas City, Missouri, since 1987. Bartlett and Company is an agri-business
company. He also served as Chairman of Bartlett Futures, Inc.
Mr. Beal has served as President of Beal Properties, Inc., Kansas City,
Missouri, since 1967. Beal Properties, Inc. is a real estate management
company. Mr. Beal also served as President 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 1979. 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, Kansas City, Missouri, from 1986 until
1994. Mr. Campbell is a director of Oglethorp Power Corporation.
Mr. Fricke has served as Chairman, President and Chief Executive Officer of
the Security Benefit Group of Companies, Topeka, Kansas, since 1988. The
Security Benefit Group is a financial service provider. Mr. Fricke also serves
as a director of ONEOK, Inc. and Payless ShoeSource, Inc.
Mr. Fuldner has served as Chairman of the Board and Chief Executive Officer
of EFCO Corporation, Monett, Missouri, since 1952. EFCO Corporation is a
manufacturing company.
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.,
Springfield, Missouri, since 1966. The company manufactures electrical
connectors used in a variety of applications.
Mr. Harvey has served as Chairman of the William H. Harvey Company, Omaha,
Nebraska, since 1998. Prior to that he served as President of that company
from 1986 to 1998. The William H. Harvey Company is a manufacturer of plumbing
specialties.
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. He has also served 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.
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.
7
<PAGE>
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., Colorado Springs,
Colorado, since 1974. Pioneer Astro Industries, Inc. is a manufacturing
company. He has also served as President of Pioneer Manufacturing Co. since
1981 and as Chairman of Double L Manufacturing Co. since 1983.
Mr. McDaniel is Vice Chairman of the Board of Directors of Kerr-McGee
Corporation in Oklahoma City, Oklahoma. Kerr-McGee is engaged in oil and gas
production and is a producer of specialty chemicals. Mr. McDaniel joined Kerr-
McGee as Associate General Counsel in 1984. He was elected Senior Vice
President in 1986 and as Corporate Secretary in 1989. In 1993 he was elected
as a member of the Executive Management Committee.
Mr. McKenna has served as Chairman of the Kellwood Company, Chesterfield,
Missouri since 1991. The Kellwood Company is a manufacturer of wearing
apparel. He served as Chairman and CEO from 1984 to 1997. Mr. McKenna is a
director of Genovese Drug Stores, Inc. and Kellwood Company.
Mr. Mize has served as President and Chief Executive Officer of the Blish-
Mize Company, Atchison, Kansas, since 1982. Blish-Mize is a wholesale hardware
distribution company.
Mrs. Oliver serves as President of Oliver Aviation, Inc., Wichita, Kansas.
She also served as Chairman of Russell State Bank, Russell, Kansas, and of
Security State Bank, Great Bend, Kansas, from 1984 to 1994.
Mr. Orscheln has served as President and Treasurer of the Orscheln Group of
Companies, Moberly, Missouri, since 1990. Those companies are engaged
primarily in manufacturing, retail and real estate development. He is also a
director of Dura Automotive Systems, Inc.
Mr. Plaster has served as Chairman of Evergreen Investments, LLC, Lebanon,
Missouri, since 1996. 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. Sanders has served as Chief Executive Officer of MMC Corp., Leawood,
Kansas, since 1991. MMC Corp. is a mechanical contractor. He has also served
as Vice Chairman of the Board of Midwest Mechanical Contractors, Inc. since
1990 and as CEO of MW Builders, Inc. since 1993.
Mr. Sosland has served as Vice President of Sosland Companies, Inc., Kansas
City, Missouri, since 1993. The Sosland Companies are primarily engaged in
trade publications for the baking, flour milling and grain industries. Mr.
Sosland has also served as Executive Editor of "Milling & Baking News" since
1997.
Mr. Sutherland has served as a Partner of Sutherland Lumber Company, Kansas
City, Missouri, since 1941.
Mr. Webster has served as Chairman of the Board and Chief Executive Officer
of Petrol Properties Inc., Springfield, Missouri, since 1957. Petrol
Properties is a real estate and marketing company. He has 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.
8
<PAGE>
Dr. Wefald has served as President of Kansas State University, Manhattan,
Kansas, since 1986. He was elected to the Company's Board of Directors in
1995, and resigned that position in August, 1997 when he found himself in a
conflict of interest. Following resolution of that conflict, the members of
the Board reelected him on July 16, 1998.
Mr. Williams has served as Chairman of the Board of H. E. Williams, Inc., a
Carthage, Missouri, manufacturing company, since 1996. He previously served as
Chairman and Chief Executive Officer of that company since 1989 and as
President since 1973.
CORPORATE GOVERNANCE
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
of Directors has also created an Executive Committee. Membership on this
committee is open to Directors, Advisory Directors, and Executive Officers of
the Company. 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.
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 are Paul D. Bartlett, Jr.,
William J. McKenna, Thomas D. Sanders, L. Joshua Sosland, 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.
The Executive Committee has authority to take action in lieu of the Board
of Directors between its regularly scheduled meetings. It reports such actions
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, John Mariner Kemper,
Richard A. Renfro, James A. Sangster, William C. Tempel, Ned C. Voth, and J.
Lyle Wells Jr. Mr. Hammons is Chairman, President and CEO of UMB Oklahoma
Bank; Mr. John Mariner Kemper is President of UMB Bank Colorado; 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.; Mr. Tempel is a
Divisional Executive Vice President of UMB Bank, n.a., and Mr. Voth is
Chairman and CEO of UMB Bank Colorado.
In addition to the four meetings of the Board of Directors, the Executive
Committee held meetings or took action in lieu of meetings six times during
1998. The Audit Committee met five times, and the Officers Salary and Stock
Option Committee met once and took one action by unanimous consent in 1998.
All directors attended at least 75 percent of the meetings of the Board and
committees upon which they served except Howard R. Fricke, William J. McKenna,
and Herman R. Sutherland.
9
<PAGE>
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 1998 all Section 16(a) filing requirements applicable to its officers,
directors and greater-than-10% beneficial owners were complied with; except
that Mr. L. Joshua Sosland failed to file a timely report on Form 3 and that
Messrs. Peter J. Genovese, William L. Orscheln, and E. Jack Webster 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 1998. 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, John
Mariner Kemper, and J. Lyle Wells, who are executive officers and/or 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 1998, Pioneer Service Corporation leased real
estate to the Company and its subsidiaries under a two-year lease expiring
December 31, 2000, on terms no less favorable to the Company than that which
could be obtained from non-affiliated parties. In December 1998, $189,125 was
paid as rent for the 1999 annual rental period under the lease.
DIRECTOR COMPENSATION
Directors of the Company who are not employed by the Company or its
subsidiaries are paid fees of $600 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 1998. 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.
10
<PAGE>
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(1) Salary Bonus Compensation Options(#)(2) Compensation
------------------ ------- -------- ----- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby
Kemper 1998 $675,625 -- -- 2,225 $24,290(4)
Chairman and
CEO 1997 696,317 -- -- 1,986 23,862
1996 647,145 -- -- 2,854 25,582
Alexander C.
Kemper 1998 $370,617 -- -- 2,225 $ 7,970(5)
President and 1997 346,164 -- -- 1,986 7,542
Chairman and
CEO 1996 268,493 -- -- 2,854 9,262
of UMB Bank,
n.a.
Peter J.
Genovese 1998 $263,507 -- $55,758(3) 1,800 $ 7,970(6)
Vice Chairman
and 1997 268,302 -- -- 1,680 7,542
Chairman and
CEO of 1996 252,767 -- -- 1,654 9,262
UMB Bank of
St. Louis
James D.
Matteoni 1998 $237,521 -- -- 750 $ 7,970(7)
Chief
Information
Officer 1997 230,237 -- -- 788 7,220
UMB Bank,
n.a. 1996 -- -- -- -- --
J. Lyle Wells 1998 $207,143 -- -- 1,000 $12,336(8)
Vice Chairman 1997 209,080 -- -- 1,050 11,908
1996 195,540 -- -- 1,103 13,628
</TABLE>
- - --------
(1) There were twenty seven pay periods in 1997 rather than the usual twenty
six.
(2) All figures adjusted for a 5% stock dividend paid January 2, 1997 and a 5%
stock dividend paid January 2, 1998.
(3) Includes reimbursement for membership costs, automobile expenses and
payment of related taxes.
(4) Includes a split dollar insurance premium of $16,320 which includes $9,373
attributable to term life insurance coverage, a Profit Sharing
contribution of $4,770 and a matching contribution of $3,200 to the 401(k)
Savings Plan.
(5) Profit Sharing contribution of $4,770 and a matching contribution of
$3,200 to the 401(k) Savings Plan.
(6) Profit Sharing contribution of $4,770 and a matching contribution of
$3,200 to the 401(k) Savings Plan.
(7) Profit Sharing contribution of $4,770 and a matching contribution of
$3,200 to the 401(k) Savings Plan.
(8) Includes a split dollar insurance premium of $4,366 which includes $2,832
attributable to term life insurance coverage, a Profit Sharing
contribution of $4,770 and a matching contribution of $3,200 to the 401(k)
Savings Plan.
11
<PAGE>
II. Option Grants in 1998
<TABLE>
<CAPTION>
Potential Realizable Value
at
Annual Rates of Stock Price
Appreciation for Option
Individual Grants Term
-------------------------------------------- ---------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted in 1998 (Per Share) Date 5% 10%
---- ---------- ---------- ----------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper (1) 2,225 5.4% $49.43 Oct. 2003 $ 17,645 $ 51,064
Chairman and CEO
Alexander C. Kemper 2,225 5.4% 44.94 Oct. 2008 62,876 159,365
President and
Chairman and CEO
of UMB Bank, n.a.
Peter J. Genovese 1,800 4.4% 44.94 Oct. 2008 50,868 129,016
Vice Chairman and
Chairman and CEO of UMB
Bank of St. Louis
James D. Matteoni 750 1.8% 44.94 Oct. 2008 21,195 53,715
Chief Information Officer UMB
Bank, n.a.
J. Lyle Wells 1,000 2.4% 44.94 Oct. 2008 28,260 71,620
Vice Chairman
All shareholders as a group (2) $579,025,329 $1,467,437,865
</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) 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 1998. Using an exercise price of $44.94 per share, a 5% compound rate
of return (excluding cash dividends) would result in a per share price of
$73.20 after ten years. Assuming a 10% compound rate of return (excluding
cash dividends) the per share price would be $116.56 after ten years.
Except as noted in the footnote (1) above, all options are granted for a
term of ten years. The Stock Option Plan provides for delayed vesting
according to the following schedule for all options granted prior to 1998: two
years from grant of option--40%; three years--60%; four years--80%; and four
years and eleven months--100%. The Option Plan was amended in 1998 so that
options granted in that and all future years will be 100% vested after four
years and eleven months. The Company has the right to recover benefits derived
by the exercise of a 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.
12
<PAGE>
III. Aggregated Option Exercises in 1998, and Option Values at December 31,
1998.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired on December 31, 1998 (#) (2) December 31, 1998
Exercise Value ------------------------- -------------------------
Name (#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby
Kemper (1) 3,570 $58,691 5,873 7,798 $ 71,493 $32,636
Chairman and
CEO
Alexander C.
Kemper 308 8,499 7,402 7,275 137,508 53,482
President
and
Chairman and
CEO
UMB Bank,
n.a.
Peter J.
Genovese 3,082 80,456 13,582 5,443 288,521 24,423
Vice
Chairman
and
Chairman and
CEO of
UMB Bank of
St. Louis
James D.
Matteoni -- -- 309 2,001 3,356 5,726
Chief
Information
Officer
UMB Bank,
n.a.
J. Lyle Wells 770 21,248 2,673 3,440 40,721 17,705
Vice
Chairman
</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 a 5% stock dividend
paid in 1989; 10% stock dividends paid in 1992, 1994 and 1996, and 5%
stock dividends paid in 1997 and 1998.
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 of the Company and one
Director of UMB Bank, n.a. none of whom are 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
financial service providers used for this comparison are not
13
<PAGE>
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 eleven
banks of comparable size and a cluster of twenty north central banks with
assets in excess of $8 billion for UMB Bank, n.a., and (iii) a cluster of
thirteen nationwide financial institutions with assets ranging from $8 to $10
billion for UMB Financial Corporation. Salary levels set by the Committee for
1998 generally correspond to salaries paid by local competition and the salary
ranges included in the salary surveys referred to above. While primary
emphasis is placed on matching competitive salary levels, 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 for options granted prior to 1998: two years from grant of option--
40%; three years--60%; four years--80%; and four years and eleven months--
100%. The Option Plan was amended in 1998 so that options granted in that and
all future years will be 100% vested after four years and eleven months. If an
employee exercises an option 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 Table 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.
A Company match to a 401(k) Savings Plan ("Plan") is available to all
officers and employees. 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 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
14
<PAGE>
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,
L. Joshua Sosland, Herman R. Sutherland and John W. Uhlmann.
PERFORMANCE GRAPH
The graph below summarizes the cumulative return experienced by the
Company's shareholders, over the years, 1994 through 1998, 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
vs Various Stock Indices
<TABLE>
<CAPTION>
Label A B C
<S> <C> <C> <C>
Label UMB Financial S&P 500 NASDQ Bank
- - -------------------------------------------------------------
1 12/31/93 1 1 1
2 12/31/94 0.94 1.01 1.00
3 12/31/95 1.19 1.39 1.48
4 12/31/96 1.47 1.71 1.96
5 12/31/97 2.11 2.29 3.28
6 12/31/98 1.80 2.94 3.25
</TABLE>
15
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as independent
public accountants to perform the 1999 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.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company by November 12, 1999,
to be considered for inclusion in the proxy materials of the Company for the
2000 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, 1999
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
Boulevard, Kansas City, Missouri 64106.
16
<PAGE>
UMB FINANCIAL CORPORATION
ANNUAL MEETING
UMB Bank Auditorium
1010 Grand Boulevard
Kansas City, Missouri
Thursday, April 22, 1999
10:00 a.m.
VOTE BY INTERNET
Your Internet vote is quick, convenient and your vote is immediately submitted.
Just follow these easy steps:
1. Read the accompanying Proxy Statement.
2. Visit our Internet voting site at http://www.umb.com/proxy and follow the
instructions on the screen.
Your Internet vote authorizes the named proxies to vote your shares to the
same extent as if you marked, signed, dated and returned the proxy card. Please
note that all votes cast by Internet must be submitted prior to 5:00 p.m.
Central Time, April 21, 1999.
If you vote by Internet, please do not return your proxy by mail.
THANK YOU FOR YOUR VOTE.
- - --------------------------------------------------------------------------------
Cut or tear along perforated edge
PROXY UMB FINANCIAL CORPORATION
P.O. Box 418226, Kansas City, MO 64141-6226
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 22, 1999.
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 22, 1999, and any
adjournments thereof.
1. ELECTION OF DIRECTORS IN CLASS II
(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 II [ ] WITHHOLD AUTHORITY
(except as otherwise indicated) on all nominees below
Thomas E. Beal, Richard Harvey, R. Crosby Kemper, Thomas J. McDaniel,
William J. McKenna, William L. Orschein, Robert W. Plaster,
E. Jack Webster, Jr., John E. Williams
2. ELECTION OF DIRECTORS IN CLASS III
(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 III [ ] WITHHOLD AUTHORITY
(except as otherwise indicated) on all nominees below
L. Joshua Souland, Dr. Jon Wefald
(TO BE SIGNED ON OTHER SIDE)
<PAGE>
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 Proposals 1 and 2. Unless authority to vote for any director
nominated is withheld, authority to vote for such nominee will be deemed
granted.
PLEASE
-----------------------------
SIGN Signature
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 ,1999
---------------------------
