<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
SHORE 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(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:
<PAGE>
[Shore Financial Corporation Letterhead]
March 21, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Shore Financial Corporation. The meeting will be held on Tuesday, April 18,
2000 at 2:00 p.m. at The Eastern Shore Chamber of Commerce located on U.S. Route
13, Melfa, Virginia.
The primary business of the meeting will be the election of directors to serve
for a three-year term and the ratification of the Company's independent auditors
for the fiscal year 2000. We also will report to you on the condition and
performance of the Company and its subsidiary, Shore Bank, and you will have
ample opportunity to question management on matters that affect the interests of
all shareholders.
We hope you will be with us on April 18th for the meeting. Whether you plan
to attend or not, please complete, sign, date and return the enclosed proxy as
soon as possible in the postage-paid envelope provided.
We sincerely appreciate your support and look forward to seeing you at the
Annual Meeting.
Sincerely,
Scott C. Harvard
President and Chief Executive Officer
<PAGE>
Shore Financial Corporation
_______________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
________________________________________________________________________________
To be Held on April 18, 2000
The Annual Meeting of Shareholders of Shore Financial Corporation will be held
on April 18, 2000 at 2:00 p.m. at The Eastern Shore Chamber of Commerce located
on U.S. Route 13, Melfa, Virginia, for the following purposes:
1. To elect two (2) directors to serve for a three-year term;
2. To ratify the selection by the Board of Directors of Goodman &
Company, L.L.P., independent certified public accountants, as auditors
of the Company for fiscal 2000; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed March 1, 2000, as the record date for
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournments thereof.
By Order of the Board of Directors
Steven M. Belote
Corporate Secretary
Onley, Virginia
March 21, 2000
Please promptly complete, sign, date and return the enclosed proxy whether or
not you plan to attend the Annual Meeting. If you attend the meeting in person,
you may, if you desire, withdraw your proxy and vote your own shares.
25253 Lankford Highway, Onley, Virginia 23418
<PAGE>
Shore Financial Corporation
______________
PROXY STATEMENT
______________
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2000
GENERAL
The enclosed proxy is solicited by the Board of Directors of Shore Financial
Corporation (the "Company") for the Annual Meeting of Shareholders (the "Annual
Meeting") of the Company to be held on Tuesday, April 18, 2000, at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. The approximate mailing date of this Proxy Statement
and accompanying proxy is March 21, 2000.
Revocation and Voting of Proxies
Execution of a proxy will not affect a shareholder's right to attend the
Annual Meeting and to vote in person. Any shareholder who has executed and
returned a proxy may revoke it by attending the Annual Meeting and requesting to
vote in person. A shareholder may also revoke his proxy at any time before it
is exercised by filing a written notice with the Company or by submitting a
proxy bearing a later date. Proxies will extend to, and will be voted at, any
adjourned session of the Annual Meeting.
Voting Rights of Shareholders
Only shareholders of record at the close of business on March 1, 2000, are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. As of the close of business on March 1, 2000, 1,822,812 shares of the
Company's common stock, par value $0.33 per share, were outstanding and entitled
to vote at the Annual Meeting. The Company has no other class of stock
outstanding. A majority of the votes entitled to be cast, represented in person
or by proxy, will constitute a quorum for the transaction of business.
Each share of common stock entitles the record holder thereof to one vote upon
each matter to be voted upon at the Annual Meeting. Shares for which the holder
has elected to abstain or to withhold the proxies' authority to vote (including
broker non-votes) on a matter will count toward a quorum, but will not be
included in determining the number of votes cast with respect to such matter.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the Company.
Solicitation is being made by mail, and if necessary, may be made in person or
by telephone, or special letter by officers and employees of the Company or its
wholly owned subsidiary, Shore Bank (the "Bank"), acting without compensation
other than regular compensation.
<PAGE>
ELECTION OF DIRECTORS
(Proposal One)
Directors
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes (I, II and III) which are as
nearly equal in number as possible. The term of office for Class III directors
will expire at the Annual Meeting. The two persons named immediately below,
each of whom currently serves as a director of the Company, will be nominated to
serve as Class III directors. If elected, the two nominees will serve until the
Annual Meeting of Shareholders held in 2003. The persons named in the proxy
will vote for the election of the nominees named below unless authority is
withheld. If for any reason any of the persons named as nominees below should
become unavailable to serve, an event which management does not anticipate,
proxies will be voted for the remaining nominees and such other person or
persons as the Board of Directors may designate.
There are no family relationships among any of the directors or among any
directors and any executive officer of the Company or the Bank. None of the
directors serve as directors of other publicly-held companies.
The tables below present information concerning the nominees for director of
the Company and each director whose term continues, including their tenure as a
director of the Bank.
The Board of Directors recommends that shareholders vote FOR the two nominees
set forth below. The two nominees receiving the greatest number of affirmative
votes cast at the Annual Meeting will be elected directors of the Company.
<TABLE>
<CAPTION>
Served as Principal Occupation
Name (Age) Director Since (1) During Past Five Years
---------- ------------------ ----------------------
<S> <C>
Class III (Nominees):
Richard F. Hall, III (47) 1997 Owner, Loblolly Farms, Accomac, Virginia;
Owner, Seaside Produce, Accomac, Virginia.
Scott C. Harvard (45) 1985 President and Chief Executive Officer of
the Company and the Bank.
Class I (Directors Serving Until the 2001 Annual Meeting):
<S> <C>
Terrell E. Boothe (56) 1985 Owner and President, Terrell E. Boothe,
Inc., an insurance agency located in
Chincoteague, Virginia.
D. Page Elmore (60) 1995 Consultant, Waste Management, Inc.,
Painter, Virginia; President and Chief
Operating Officer, James H. Hartman &
Sons, Inc., a trucking company
headquartered in Pocomoke, Maryland
until 1998.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Served as Principal Occupation
Name (Age) Director Since (1) During Past Five Years
---------- ------------------ ----------------------
<S> <C>
A. Jackson Mason (66) 1968 Treasurer and Former Owner and President,
Mason-Davis Co., Inc., a diversified real
estate corporation based in Accomac,
Virginia.
Class II (Directors Serving Until the 2002 Annual Meeting):
Dr. Lloyd J. Kellam, III (45) 1992 Physician, Eastern Shore Physicians and
Surgeons, Nassawadox, Virginia.
Henry P. Custis, Jr. (54) 1987 Chairman of the Board of the Company and the
Bank; Partner, Custis, Lewis & Dix, a law firm
located in Accomac, Virginia.
L. Dixon Leatherbury (50) 1981 President and General Manager, Leatherbury
Equipment Co., Cheriton, Virginia; President,
Wakefield Equipment Co., Wakefield, Virginia.
</TABLE>
__________________
(1) Includes service as a director of the Bank.
Board of Directors and Committees
There were 13 meetings of the Board of Directors of the Company in 1999. No
incumbent director attended less than 75% of the aggregate total number of
meetings of the Board of Directors and its committees on which he served in
1999.
The Boards of Directors of the Company and the Bank have established various
committees, including Loan, Audit/Expense and Compensation. The full Board of
Directors of the Company serves as the Nominating Committee and the directors
who serve on the Audit/Expense Committee of the Bank also serve the Company in
such capacity.
Loan Committee. The Loan Committee considers new loan applications which are
in excess of individual officer limits and monitors (with management) the Bank's
loan portfolio. The Loan Committee consists of the President and one additional
director, with the directors rotating their service on this committee on a
monthly basis. The Loan Committee met weekly in 1999.
Audit/Expense Committee. The Audit/Expense Committee is responsible for
receiving audit and examination reports of the internal accounting staff of the
Company and the Bank, the independent public accountants and the banking
examiners. The Audit/Expense Committee met once in 1999. The present members
of the Audit/Expense Committee are Messrs. Hall, Harvard, Custis and Boothe.
Compensation Committee. The Compensation Committee reviews senior
management's performance and compensation, and also reviews and sets guidelines
for compensation of all employees. The Compensation Committee, which is
comprised of Messrs. Hall, Harvard, Custis and Boothe, met once during 1999.
3
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 1, 2000, certain information as to
the common stock beneficially owned by (i) the only persons or entities,
including any "group" as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Exchange Act"), who or which was known to the Company
to be the beneficial owner of more than 5% of the issued and outstanding shares
of common stock, (ii) the directors of the Company, and (iii) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner Ownership (1) of Class
------------------------ ----------------- --------
<S> <C>
Richard F. Hall, Jr.
P. O. Box 6
Accomac, Virginia 23301 165,000 (2) 9.1%
Directors:
Terrell E. Boothe.............................. 15,600 *
Henry P. Custis, Jr............................ 127,059 7.0
D. Page Elmore................................. 12,877 *
Richard F. Hall, III........................... 49,591 (2) 2.7
Scott C. Harvard............................... 65,269 (2)(3) 3.5
Dr. Lloyd J. Kellam, III....................... 5,729 (2) *
L. Dixon Leatherbury........................... 32,950 1.8
A. Jackson Mason............................... 41,650 (2) 2.3
All directors and executive officers
as a group (12 persons)...................... 372,760 (3) 20.0%
</TABLE>
_________________
* Represents less than 1% of Company common stock.
(1) For purposes of this table, beneficial ownership has been determined in
accordance with the provisions of Rule 13d-3 of the Exchange Act under
which, in general, a person is deemed to be the beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose of or direct the disposition of the
security, or if he has the right to acquire beneficial ownership of the
security within sixty days.
(2) Includes shares held by affiliated corporations, close relatives and minor
children, and shares held jointly with spouses or as custodians or trustees,
as follows: Mr. Hall Jr., 60,000 shares, Mr. Curtis Jr., 2,512 shares, Mr.
Hall III, 20,100 shares, Mr. Mason, 8,000 shares, Dr. Kellam, 64 shares, and
Mr. Harvard, 6,508 shares.
(3) Includes 23,000 shares that may be acquired by Mr. Harvard, and 12,500
shares that may be acquired by other executive officers, pursuant to currently
exercisable options granted under the Company's Stock Option Plan.
5
<PAGE>
MANAGEMENT COMPENSATION
During 1999, the only executive officer of the Company who received annual
compensation in excess of $100,000 was Scott C. Harvard, the President and Chief
Executive Officer. Mr. Harvard is compensated for his service as an officer of
the Bank and receives no compensation for his service as an officer of the
Company. The following table provides information on the compensation awarded
or paid to Mr. Harvard during the years indicated.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-term
Compensation
------------
Annual Compensation(1) Securities
Name and ---------------------- Underlying All Other
Principal Position Year Salary Bonus Options(2) Compensation(3)
- ------------------ ---- ------ ----- ---------- ---------------
<S> <C>
Scott C. Harvard 1999 $120,000 $25,000 --- $38,100
President and Chief 1998 110,000 --- 6,000 23,900
Executive Officer 1997 110,000 25,000 5,000 11,700
</TABLE>
__________________
(1) Does not include certain perquisites and other personal benefits, the
amounts of which are not shown because the aggregate amount of such
compensation during the year did not exceed the lesser of $50,000 or 10% of
total salary and bonus reported for such executive officer.
(2) Consists of awards granted pursuant to the Company's Stock Option Plan
during the years indicated, as adjusted for the three-for-one stock split
effected on June 10, 1997, and the two-for-one stock split effected in the
form of a stock dividend on October 15, 1996. This plan does not permit
grants of restricted stock, and it is the only stock-based long term
compensation plan currently in effect.
(3) Consists of for 1999: (i) $15,300 accrued on behalf of Mr. Harvard under
the Company's 401(k) Plan; and (ii) the taxable portion of an insurance
policy paid by the Bank on behalf of Mr. Harvard of $22,800.
Stock Option Grants in 1999
The Company's Stock Option Plan provides for the granting of both
incentive and non-qualified stock options to executive officers and key
employees of the Company and the Bank. No stock options were granted during
1999 to Mr. Harvard.
Stock Option Exercises in 1999 and Year-End Option Values
The following table shows certain information with respect to the number and
value of unexercised options at year-end. All options shown for Mr. Harvard are
currently exercisable. During 1999, Mr. Harvard exercised stock options as
indicated in the below table.
6
<PAGE>
<TABLE>
<CAPTION>
Number of Value of
Number of Shares Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Value Options at Options at
Name on Exercise Realized(1) December 31, 1999 December 31, 1999(2)
---- ----------- ----------- ----------------- --------------------
<S> <C>
Scott C. Harvard 12,000 $53,300 23,000 $37,920
</TABLE>
________________________
(1) Calculated by subtracting the exercise price from the fair market value of
the stock as of the exercise date.
(2) Calculated by subtracting the exercise price from the fair market value of
the stock at December 31, 1999.
Compensation of Directors
The members of the Board of Directors of the Company, and committees thereof,
receive no fees for their services.
During 1999, each member of the Board of Directors of the Bank was paid a
monthly fee of $500 regardless of whether he attended meetings of the Board,
except for Henry P. Custis, Jr., who received a monthly fee of $1,000 as
Chairman of the Board of the Bank, and Mr. Harvard, who is not compensated for
his service as director. Each director was paid $100 for each committee meeting
attended, except for Mr. Harvard.
Benefits
401(k) Profit Sharing Plan. The Bank maintains a 401(k) profit sharing plan
(the "401(k) Plan"). The 401(k) Plan is designed to promote the future economic
welfare of the employees of the Bank and to encourage employee savings.
Employee deferrals of salary and employer contributions made under the 401(k)
Plan, together with the income thereon, are accumulated in individual accounts
maintained in trust on behalf of the employee participants, and is made
available to the employee participants upon retirement and under certain other
circumstances as provided in the Plan. Since employee deferrals of salary and
employer contributions made under the 401(k) Plan are made on a tax deferred
basis, employee participants are able to enjoy significant income tax savings by
participating in the 401(k) Plan.
An employee of the Bank becomes eligible to participate in the 401(k) Plan on
the entry date (January 1 or July 1) nearest the date he or she completes a year
of service (provided he or she is at least age 21). A year of service is a 12
consecutive month period in which the employee works at least 1,000 hours for
the Bank. Participants may elect to defer amounts between 2-10% of their annual
compensation to the 401(k) Plan, subject to certain limits imposed by law. The
Bank makes matching contributions equal to 100% of the first 3% of compensation
deferred, 50% of the next 3%, and may make additional discretionary matching
contributions. The Bank may also make discretionary profit sharing
contributions, allocated to eligible employees on the basis of relative
compensation, or "qualified nonelective contributions" allocated on the basis of
relative compensation but only to eligible non-highly compensated employees.
During 1999, the Bank contributed $84,300 to the 401(k) Plan, $15,300 of which
was for the benefit of Mr. Harvard.
7
<PAGE>
Stock Option Plan. The Company maintains a stock option plan (the "Stock
Option Plan") which is designed to attract and retain qualified personnel in key
positions, provide employees with a proprietary interest in the Company as an
incentive to contribute to the success of the Company and the Bank and reward
employees for outstanding performance and the attainment of targeted goals. The
Stock Option Plan provides for the grant of incentive stock options intended to
comply with the requirements of Section 422 of the Internal Revenue Code of 1986
("incentive stock options"), and non-qualified stock options.
The Stock Option Plan is administered by a committee of the Board of Directors
of the Company ("Committee"), each member of which is a "non-employee director"
as defined in Rule 16b-3 under the Securities Exchange Act of 1934. Unless
sooner terminated, the Stock Option Plan is in effect for a period of ten years
from the date of adoption by the Board of Directors.
Under the Stock Option Plan, the Committee determines which employees will be
granted options, whether such options will be incentive or non-qualified
options, the number of shares subject to each option, whether such options may
be exercised by delivering other shares of common stock and when such options
become exercisable. In general, the per share exercise price of an incentive
stock option shall be at least equal to the fair market value of a share of
common stock on the date the option is granted. The per share exercise price of
a non-qualified stock option shall be not less than 50% of the fair market value
of a share of common stock on the date the option is granted.
Stock options shall become vested and exercisable in the manner specified by
the Committee. In general, each stock option or portion thereof shall be
exercisable at any time on or after it vests and is exercisable until ten years
after its date of grant. Stock options are nontransferable except by will or
the laws of descent and distribution.
Employment Contracts and Termination and Change in Control Arrangements
On December 14, 1999, the Company and Mr. Harvard entered into an employment
agreement regarding his services to the Company. The agreement has a three year
initial term, and on December 31, 2001 and every year thereafter automatically
renews for successive two-year terms, unless the Company elects not to extend
the term of the agreement. The employment agreement provides for an annual base
salary of $120,000, which is adjustable annually at the discretion of the Board,
and annual cash bonuses in such amounts as determined by the Board. The Company
may terminate Mr. Harvard's employment at any time, but any termination by the
Company other than "termination for cause" (as defined in the agreement) will
not effect Mr. Harvard's right to receive compensation or other benefits
pursuant to the terms of the agreement. If Mr. Harvard is terminated for cause
during the term of agreement, he will have no right to receive compensation or
other benefits for any period after such termination. In the event that Mr.
Harvard is terminated without cause, he shall receive his salary and certain
benefits for a period of twelve months from the date of such termination. The
employment agreement will terminate in the event that there is a change in
control of the Company, at which time the change in control agreement described
below between the Company and Mr. Harvard will become effective and any
termination benefits will be determined and paid solely pursuant to the change
in control agreement.
8
<PAGE>
The Company also has an agreement with Mr. Harvard that becomes effective upon
a change in control of the Company. Under the terms of this agreement, the
Company or its successor agrees to continue Mr. Harvard in its employ for a term
of three years after the date of a change in control. During the contract term,
Mr. Harvard will retain commensurate authority and responsibilities and
compensation benefits. He will receive a base salary at least equal to the
immediate prior year and a bonus at least equal to the highest annual bonus paid
for the two years before the change in control. If Mr. Harvard's employment is
terminated during the three years other than for cause or disability as defined
in the agreement, or if he should terminate employment because a material term
of the contract is breached by the Company, he will be entitled to a lump sum
payment, in cash, within thirty days after the date of termination. This lump
sum will be equal to 2.9 times the sum of Mr. Harvard's base salary, annual
bonus, and equivalent benefits.
CERTAIN TRANSACTIONS
Certain directors and executive officers of the Company and the Bank, members
of their immediate families, and corporations, partnerships and other entities
with which such persons are associated, are customers of the Bank. In the
ordinary course of business, the Bank makes loans available to such parties
which are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other borrowers, except that the Bank reduces the interest rate by one
percentage point on primary residential mortgage loans made to full-time
employees. It is the belief of management that these loans neither involve more
than the normal risk of collectibility nor present other unfavorable features.
The Bank has a lease agreement with Richard F. Hall, Jr., the former Chairman
of the Bank and the father of Richard F. Hall, III, a director, with respect to
the real property on which its main office is located. The lease payment is
$1,200 per month for 12 years with four five-year renewals. Each renewal will
be at the option of the Bank and the renewal leases will be based on the
previous lease rate after being adjusted for changes in the consumer price
index.
In August 1997, the Bank entered into an agreement with a Maryland general
partnership, of which D. Page Elmore, a director, is a general partner, to lease
the building which houses the Bank's new Salisbury, Maryland branch location.
The lease term began on September 1, 1997 and expires in August 2002. The
agreement provides for three five-year renewal periods at the Bank's option.
Monthly lease payments during the term of the lease are $2,250 and range from
$2,643 to $3,650 monthly during the renewal periods.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Proposal Two)
The Board of Directors, upon recommendation of the Audit/Personnel Committee,
has appointed Goodman & Company, L.L.P., as the Company's independent public
accountants for the year ending December 31, 2000, and has further directed that
management submit the selection of independent public accountants for
ratification by the shareholders at the Annual Meeting. Goodman & Company,
L.L.P. has been serving the Company since March 1997. This firm has advised the
Company that neither the firm nor any member of the firm now has, or has held
during the past five years, any direct or indirect financial interest in the
Company or the Bank. Representatives of the firm are expected to be present at
the Annual Meeting and will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.
9
<PAGE>
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Goodman & Company, L.L.P. as independent auditors for the fiscal
year ending December 31, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Exchange Act, directors and executive
officers of the Company are required to file reports with the Securities
Exchange Commission indicating their holdings of and transactions in the
Company's equity securities. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, insiders of the Company
complied with all filing requirements during the fiscal year ended December 31,
1999.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders of
the Company, which is scheduled to be held in April 2001, must be received by
the Company's Corporate Secretary, Steven M. Belote, Shore Financial
Corporation, 25253 Lankford Highway, Onley, Virginia 23418, on or before
November 21, 2000. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Exchange Act, it will be included in the
proxy statement and set forth on the form of proxy issued for such annual
meeting of shareholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
Shareholder proposals which are not submitted for inclusion in the Company's
proxy materials pursuant to Rule 14a-8 under the Exchange Act may be brought
before an annual meeting pursuant to Article I, Section 8 of the Company's
Bylaws, which provides that business at an annual meeting of shareholders must
be (a) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a shareholder. For business to
be properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Company. To be timely, a shareholder's notice must be delivered to or mailed
and received by the Secretary of the Company not later than 90 days in advance
of the annual meeting. A shareholder's notice to the Secretary shall set forth
as to each matter the shareholder proposes to bring before the annual meeting:
(a) a brief description of the business desired to be brought before the annual
meeting (including the specific proposal to be presented) and the reasons for
conducting such business at the annual meeting, (b) the name and record address
of the shareholder proposing such business, (c) the class and number of shares
of the Company which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB for 1999, excluding
exhibits, filed with the Securities and Exchange Commission on or before March
10
<PAGE>
30, 2000, can be obtained without charge by writing to Steven M. Belote, Vice
President, Corporate Secretary and Chief Financial Officer, 25253 Lankford
Highway 23418.
11
<PAGE>
PROXY
Shore Financial Corporation
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Henry P. Custis, Jr. and Dr. Lloyd J.
Kellam, III, jointly and severally, proxies, with full power to act alone and
with full power of substitution, to represent the undersigned and vote all
shares of the Company standing in the name of the undersigned at the Annual
Meeting of Shareholders of Shore Financial Corporation to be held on Tuesday,
April 18, 2000 at 2:00 p.m. at The Eastern Shore Chamber of Commerce, Melfa,
Virginia, or any adjournment thereof, on each of the following matters:
1. To elect two Class III directors to serve until the Annual Meeting of
Shareholders in 2003.
[ ] FOR all Nominees listed below [ ] WITHHOLD AUTHORITY TO
VOTE FOR THOSE INDICATED
BELOW
Richard F. Hall, III Scott C. Harvard
NOTE: You may line through the name of any individual nominee for
whom you wish to withhold your vote.
2. To ratify the selection by the Board of Directors of Goodman & Company,
L.L.P., independent certified public accountants, as auditors of the
Company for 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The transaction of any other business which may properly come before the
meeting. Management at present knows of no other business to be presented
at the meeting.
This proxy, when properly executed, will be voted in the manner
directed by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR each proposal.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If more than one fiduciary, all should sign.
All joint owners MUST sign.
Date: ____________________, 2000 _____________________________________
Signature
_____________________________________
Signature if held jointly
