<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
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(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:
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(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:
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[UMB LOGO]
Notice of Annual Meeting of Shareholders
and Proxy Statement
April 20, 2000
10:00 a.m.
UMB Bank Building
1010 Grand Boulevard
Kansas City, Missouri 64106
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- --------------------------------------------------------------------------------
<PAGE>
[UMB LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 2000
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 20, 2000, at 10:00 a.m. to consider
and vote on the following matters:
1) the election of ten Class III directors to hold office until the Annual
Meeting in 2003; and
2) 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 2, 2000, 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.
By Order of the Board of Directors,
David D. Miller
Secretary
The date of this notice is March 13, 2000.
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND MAIL IT PROMPTLY.
<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 13,
2000. The Company's Board of Directors (the "Board") is soliciting proxies to
be used at the 2000 Annual Meeting of its shareholders which will be held at
10:00 a.m. on April 20, 2000, 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 ten Class III directors who will hold office until the Annual
Meeting in 2003; 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 these matters.
Who Can Vote
Holders of common stock at the close of business on March 2, 2000 are
entitled to notice of and to vote at the Annual Meeting. On January 26, 2000,
there were 21,665,890 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
<PAGE>
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
nominees listed on the proxy card.
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 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, 2000:
<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................. 2,905,188(1) 13.41 1,198,776(2) 5.53
1010 Grand Boulevard
Kansas City, Missouri
R. Crosby Kemper.............. 0 0 4,137,728(3) 19.10
1010 Grand Boulevard
Kansas City, Missouri
ESOP of UMB Financial
Corporation, Inc............. 0 0 1,886,532(4) 8.71
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 footnotes 3 and 4
below are not included in this number. UMB n.a. disclaims beneficial
ownership of all these shares.
(2) Includes 851,561 shares that are voted or disposed of only as directed by
co-fiduciaries. Also includes 347,215 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. UMB n.a. disclaims beneficial ownership of all of
these shares. Shares held by UMB, n.a. which are shown in footnotes 3 and
4 below are not included in the number.
(3) Includes 21,457 shares held by Mary S. Kemper (wife of R. Crosby Kemper),
presently exercisable options to acquire 5,195 shares granted under the
Company's 1992 Incentive Stock Option Plan and 3,712 shares held under the
Company's ESOP Plan for which he has voting rights. Includes 152,281
shares held by Kemper Realty Company, 198,172 shares held by Pioneer
Service Corporation, 87,762 shares held by Stagecoach, Inc., and 823,735
shares held by Stagecoach Investments, L.P. Each of these entities are
ones through which voting and investment decisions may be controlled,
directly or indirectly by R. Crosby Kemper. Also includes 921,766 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,
345,972 shares are held in trusts established under the will of Rufus
Crosby Kemper, and 37,220 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 165,245 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; 340,910 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
Sheila Kemper Dietrich, or any two of them; 6,741 shares are owned by the
R. C. Kemper, Jr. Charitable Trust and Foundation and may be voted or
disposed of by R. Crosby Kemper, John Mariner Kemper and R. Crosby Kemper
III, or any two of them; and 25,678 shares are owned by the William T.
Kemper Foundation and may be voted or disposed of by UMB Bank, n.a. 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. Beneficial ownership of all of these shares is
disclaimed.
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, 2000, by each director,
each nominee, and by the Executive Officers named in the Summary Compensation
Table on page 14. 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, Jr............................... 108,577 *
Thomas E. Beal..................................... 22,756 *
H. Alan Bell....................................... 139,080 *
David R. Bradley, Jr............................... 10,030 *
Newton A. Campbell................................. 2,418 *
William T. Fuldner................................. 1,298 *
Peter J. Genovese.................................. 56,309 *
Jack T. Gentry..................................... -- *
Richard Harvey..................................... 22 *
C. N. Hoffman III.................................. 38,901 *
Alexander C. Kemper................................ 593,160 2.74%
R. Crosby Kemper................................... 4,137,728 19.10%
R. Crosby Kemper III............................... 395,388 1.82%
Daniel N. League, Jr............................... 1,257 *
Tom J. McDaniel.................................... 1,100 *
William J. McKenna................................. 5,512 *
James D. Matteoni.................................. 1,453 *
John H. Mize, Jr................................... 41 *
Mary Lynn Oliver................................... 166,752 *
Robert W. Plaster.................................. 66,700 *
Alan W. Rolley..................................... 184,519 *
Tom D. Sanders..................................... 27,881 *
L. Joshua Sosland.................................. 1,389 *
Herman R. Sutherland............................... 74,386 *
E. Jack Webster, Jr................................ 69,426 *
Dr. Jon Wefald..................................... 3,261 *
John E. Williams................................... 2,681 *
All Directors and Executive Officers as a Group.... 5,374,777(2) 24.81%
</TABLE>
4
<PAGE>
- --------
(1) 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--13,481 shares, Mr. C.N. Hoffman, III--524 shares; Mr.
Alexander C. Kemper--10,199 shares, Mr. R. Crosby Kemper--5,195 shares,
Mr. R. Crosby Kemper, III--4,615 shares and Mr. James D. Matteoni--855
shares. In addition, all other Executive Officers collectively hold such
options to acquire 31,117 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. At the Annual
Meeting shareholders will be asked to vote for ten Class III directors who
will serve until the annual meeting in 2003, 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.
(This Space Intentionally Left Blank)
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 III--Terms expiring in 2003
<TABLE>
<CAPTION>
Director
Name Age Position with the Company Since
- ---- --- ------------------------- --------
<S> <C> <C> <C>
H. Alan Bell........................... 61 Director 1993
Jack T. Gentry......................... 76 Director 1996
R. Crosby Kemper III................... 49 Vice Chairman and Director 1994
Daniel N. League, Jr................... 64 Director 1991
John H. Mize, Jr....................... 59 Director 1986
Alan W. Rolley......................... 67 Director 1993
Thomas D. Sanders...................... 55 Director 1991
L. Joshua Sosland...................... 39 Director 1998
Herman R. Sutherland................... 87 Director 1971
Dr. Jon Wefald......................... 62 Director 1998
DIRECTORS WHO WILL CONTINUE IN OFFICE
Class I--Terms expiring in 2001
<CAPTION>
Director
Name Age Position with the Company Since
- ---- --- ------------------------- --------
<S> <C> <C> <C>
Paul D. Bartlett, Jr................... 80 Director 1977
David R. Bradley, Jr................... 50 Director 1983
Newton A. Campbell..................... 71 Director 1986
William Terry Fuldner.................. 72 Director 1985
Peter J. Genovese...................... 53 Vice Chairman and Director 1979
C. N. Hoffman III...................... 50 Director 1997
Alexander C. Kemper.................... 34 CEO, President and Director 1992
Mary Lynn Oliver....................... 60 Director 1993
Class II--Terms expiring in 2002
<CAPTION>
Director
Name Age Position with the Company Since
- ---- --- ------------------------- --------
<S> <C> <C> <C>
Thomas E. Beal......................... 69 Director 1983
Richard Harvey......................... 61 Director 1999
R. Crosby Kemper....................... 73 Chairman and Director 1969
Tom J. McDaniel........................ 61 Director 1999
William J. McKenna..................... 73 Director 1984
Robert W. Plaster...................... 69 Director 1995
E. Jack Webster........................ 79 Director 1985
John E. Williams....................... 73 Director 1987
</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.
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 has 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, Kansas City, Missouri, from 1986 until
1994.
Mr. Fuldner served as Chairman of the Board of EFCO Corporation, Monett,
Missouri, from 1953 until 1999. EFCO Corporation is a manufacturing company.
Mr. Genovese has served as Vice Chairman of the Board of the Company since
1982. He also served as Chairman and CEO of UMB Bank of St. Louis, n.a. from
1979 to 1999.
Mr. Gentry is Chairman of the Board of Positronic Industries, Inc.,
Springfield, Missouri. 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 and as CEO since 1999. He has also served
as CEO of UMB Bank, n.a. since January, 1996, and as Chairman and CEO since
January, 1997.
Mr. R. Crosby Kemper has served as Chairman of the Board 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. He also served as
President of UMB Bank of St. Louis, n.a. from 1993 to 1999.
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.
7
<PAGE>
Mr. McDaniel has served as Vice Chairman of the Board of Directors of Kerr-
McGee Corporation in Oklahoma City, Oklahoma since 1997. 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 is serving as Chairman Emeritus of the Kellwood Company,
Chesterfield, Missouri. The Kellwood Company is a manufacturer of wearing
apparel. He served as Chairman from 1997 to 1999, and as Chairman and CEO from
1984 to 1997. Mr. McKenna is a director of 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 served as Chairman of Russell State Bank and of Security State
Bank, Great Bend, Kansas, from 1984 to 1994.
Mr. Plaster served as Chairman of Evergreen Investments, LLC, Lebanon,
Missouri. 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 Chairman and Chief Executive Officer of MMC
Corp., Leawood, Kansas, since 1991. MMC Corp. is a construction holding
company. Prior to that he served as Chairman of the Board, President and CEO
of Midwest Mechanical Contractors, Inc., one of MMC's operating companies.
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.
Dr. Wefald has served as President of Kansas State University, Manhattan,
Kansas, since 1986.
Mr. Williams has served as Chairman of the Board of H. E. Williams, Inc., a
Carthage, Missouri, a manufacturing company, since 1996. He previously served
as Chairman and Chief Executive Officer of that company since 1989 and as
President since 1973.
8
<PAGE>
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
has also appointed an Executive Committee consisting of senior officers of the
company, some of whom are members of the Board of Directors. 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, and 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 an officer of UMB Bank, n.a. with the
title of Chairman and President of the Oklahoma region; 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 President of UMB Bank, n.a.; Mr.
Tempel is a Divisional Executive Vice President of UMB Bank, n.a., Mr. Ned C.
Voth is Chairman and CEO of UMB Bank Colorado and Mr. Wells is Vice Chairman
of UMB Bank, n.a.
In addition to the four meetings of the Board of Directors, the Executive
Committee held meetings or took action in lieu of meetings five times during
1999. The Audit Committee met five times, and the Officers Salary and Stock
Option Committee met once and took one action by unanimous consent in 1999.
All directors attended at least 75 percent of the meetings of the Board and
committees upon which they served except Paul D. Bartlett, Jr., Jack T.
Gentry, William J. McKenna, Robert W. Plaster and Dr. Jon Wefald.
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 1999 all Section 16(a) filing requirements applicable to its officers,
directors and greater-than-10% beneficial owners were complied with; except
that Messrs. Timothy N. Connealy and James D. Matteoni each failed to file a
timely report with respect to a single transaction. Mr. John Mariner Kemper
failed to file a timely report on two transactions.
9
<PAGE>
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 1999. 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 J.
Lyle 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 1999, Pioneer Service Corporation leased real estate to the Company and
its subsidiaries under a two-year lease expiring December 31, 2002, on terms
no less favorable to the Company than that which could be obtained from non-
affiliated parties. In December 1999, $190,946 was paid as rent for the 2000
annual rental period under the lease.
DIRECTOR COMPENSATION
Directors of the Company who are not employed by the Company or its
subsidiaries are paid Directors' 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. No fees are paid to members of the Executive Committee
SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Officers Salary and Stock Option Committee members are
identified in the Section entitled "Report of the Officers Salary and Stock
Option Committee on Executive Compensation."
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 1999. 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.
(This space intentionally left blank.)
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 1999 $675,145 -- -- 2,727 $24,891(5)
Chairman (3) 1998 675,625 -- -- 2,448 24,290
1997 696,317 -- -- 2,184 23,862
Alexander C. Kemper 1999 $427,671 -- -- 2,727 $18,539(6)
CEO and President, and 1998 370,617 -- -- 2,448 7,970
Chairman and CEO of 1997 346,164 -- -- 2,184 7,542
UMB Bank, n.a. (3)
Peter J. Genovese 1999 $268,493 -- -- 2,000 $16,060(7)
Vice Chairman and 1998 263,507 -- $55,758(4) 1,980 7,970
Chairman of the St.
Louis 1997 268,302 -- -- 1,848 7,542
Region of UMB Bank,
n.a.
James D. Matteoni 1999 $252,000 -- -- 800 $ 8,571(8)
Chief Information
Officer 1998 237,521 -- -- 825 7,930
UMB Bank, n.a. 1997 230,237 -- -- 866 7,220
R. Crosby Kemper III 1999 $230,329 -- -- 2,000 $ 9,992(9)
Vice Chairman and 1998 191,397 -- -- 1,980 4,770
President of the St.
Louis 1997 178,356 -- -- 1,848 7,542
Region of UMB Bank,
n.a.
</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, 1998, and a
10% stock dividend paid January 3, 2000.
(3) R. Crosby Kemper served as Chairman and CEO from the beginning of the year
until July 15, 1999. On that date he resigned as CEO and the directors
elected Alexander C. Kemper to fill that position.
(4) Includes reimbursement for membership costs, automobile expenses and
payment of related taxes.
(5) Includes a split dollar insurance premium of $16,320 which includes
$13,222 attributable to term life insurance coverage, a Profit Sharing
contribution of $4,994 and a matching contribution of $3,577 to the 401(k)
Savings Plan.
(6) Includes a split dollar insurance premium of $9,968 which includes $1,396
attributable to term life insurance coverage, a Profit Sharing
contribution of $4,994 and a matching contribution of $3,577 to the 401(k)
Savings Plan.
(7 Includes a split dollar insurance premium of $7,489 which includes $1,945
attributable to term life insurance coverage, a Profit Sharing contribution
of $4,994 and a matching contribution of $3,577 to the 401(k) Savings Plan.
(8) Includes a Profit Sharing contribution of $4,994 and a matching
contribution of $3,577 to the 401(k) Savings Plan.
(9) Includes a split dollar insurance premium of $5,000 which includes $1,622
attributable to term life insurance coverage and a Profit Sharing
contribution of $4,992.
11
<PAGE>
II. Option Grants in 1999
<TABLE>
<CAPTION>
Potential Realizable Value at
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term
-------------------------------------------- -----------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted in 1999 (Per Share) Date 5% 10%
---- ---------- ---------- ----------- ---------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper (1) 2,727 5.4% $40.33 Dec. 2004 $ 17,616 $ 51,022
Chairman
Alexander C. Kemper 2,727 5.4% 36.66 Dec. 2009 62,885 159,339
CEO and President and
Chairman and CEO of
UMB Bank, n.a.
Peter J. Genovese 2,000 4.0% 36.66 Dec. 2009 46,120 116,860
Vice Chairman and
Chairman of the
St. Louis Region of
UMB Bank, n.a.
James D. Matteoni 800 1.6% 36.66 Dec. 2009 18,448 46,744
Chief Information
Officer
UMB Bank, n.a.
R. Crosby Kemper III 2,000 4.0% 36.66 Dec. 2009 46,120 116,860
Vice Chairman and
President of the
St. Louis Region of
UMB Bank, n.a.
All shareholders as a
group (2) $ 499,615,423 $ 1,265,937,952
</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 1999. Using an exercise price of $36.66 per share, a 5% compound rate
of return (excluding cash dividends) would result in a per share price of
$59.72 after ten years. Assuming a 10% compound rate of return (excluding
cash dividends) the per share price would be $95.09 after ten years.
Except as noted in the footnote (1) above, all options are granted for a
term of ten years. The Stock Options 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 1999, and Option Values at December 31,
1999.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 1999 (#) (2) December 31, 1999
------------------------- -------------------------
Shares
Acquired on
Exercise Value
Name (#) Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Crosby Kemper (1) 3,835 $49,682 5,195 8,352 $ 9,220 $ 4,441
Chairman
Alexander C. Kemper 293 5,948 10,199 8,351 98,554 13,421
CEO, President and
Chairman of UMB
Bank, n.a.
Peter J. Genovese 2,935 61,620 13,481 6,217 178,835 7,259
Vice Chairman and
Chairman and CEO of
UMB Bank of St. Louis
James D. Matteoni -- -- 855 2,485 1,476 2,878
Chief Information
Officer
UMB Bank, n.a.
R. Crosby Kemper III -- -- 4,615 6,217 30,333 8,459
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 10% stock dividends
paid in 1992, 1994 and 1996; 5% stock dividends paid in 1997 and 1998 and
a 10% stock dividend paid January 3, 2000.
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 six 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. Alexander
C. Kemper's compensation is determined in the same way as all other officers
for which the Committee has discretion.
13
<PAGE>
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 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 1999
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 now 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).
14
<PAGE>
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,
L. Joshua Sosland, Herman R. Sutherland and John W. Uhlmann.
(THIS SPACE INTENTIONALLY LEFT BLANK)
15
<PAGE>
PERFORMANCE GRAPH
The graph below summarizes the cumulative return experienced by the
Company's shareholders, over the years, 1995 through 1999, 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
[CHART OF UMB FINANCIAL CORPORATION Vs. VARIOUS STOCK ENTITIES]
Year UMB S&P 500 NASDAQ
- -------- ---- ------- ------
12/31/94 1.00 1.00 1.00
12/31/95 1.27 1.38 1.49
12/31/96 1.56 1.69 1.97
12/31/97 2.25 2.26 3.29
12/31/98 1.92 2.90 3.27
12/31/99 1.78 3.51 3.15
16
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as independent
public accountants to perform the 2000 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 16, 2000,
to be considered for inclusion in the proxy materials of the Company for the
2001 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 13, 2000
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.
17
<PAGE>
UMB FINANCIAL CORPORATION
ANNUAL MEETING
UMB Bank Auditorium
1010 Grand Boulevard
Kansas City, Missouri
Thursday, April 20, 2000
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 19, 2000.
If you vote by Internet, please do not return your proxy by mail.
THANK YOU FOR YOUR VOTE.
Cut or tear along perforated edge
- --------------------------------------------------------------------------------
UMB FINANCIAL CORPORATION
PROXY 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 20, 2000.
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 20,
2000, and any adjournments thereof.
1. 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 (except as otherwise indicated)
[_] WITHHOLD AUTHORITY on all nominees below
H. Alan Bell, Jack T. Gentry, R. Crosby Kemper III, Daniel N. League, Jr.,
John H. Mize, Jr., Alan W. Rolley, Thomas D. Sanders, L. Joshua Sosland,
Herman R. Sutherland, 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 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 ___________________________, 2000.
