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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
Eastern Virginia Bankshares, Inc.
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(Name of Registrant as Specified In Its Charter)
^^ ^^
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(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:
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EASTERN VIRGINIA BANKSHARES, INC.
307 CHURCH LANE
TAPPAHANNOCK, VIRGINIA 22560-1005
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
THURSDAY, April 20, 2000
The Annual Meeting of Shareholders of Eastern Virginia Bankshares, Inc. (the
"Company" or "EVB") will be held at Saint Margaret's School, 444 Water Lane,
Tappahannock, Virginia on Thursday, April 20, 2000, at 10:00 A.M. for the
following purposes:
1. To elect directors to serve for the ensuing year and until their successors
are elected and qualified;
2. To ratify the appointment by the Board of Directors of Yount, Hyde and
Barbour, P.C., independent certified public accountants, as auditors for
the Company for the ensuing year; and
3. To act upon such other matters as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business on March 21, 2000, will be
entitled to vote at the Annual Meeting.
Attendance at the Annual Meeting will be limited to shareholders of record,
persons holding proxies from shareholders, and certain representatives of the
press and financial community. If you wish to attend the Annual Meeting, but
your shares are held in the name of a broker, bank or other nominee, you should
bring with you written confirmation from such nominee of your beneficial
ownership.
You are invited to attend the Annual Meeting in person. Whether you plan to
attend or not, it is important that your shares be represented. Please complete,
sign, date and return the enclosed proxy card promptly in the enclosed
self-addressed, postage-paid envelope. If you attend the meeting, you may vote
in person even if you have previously returned a Proxy Card.
Directors and Officers of the Company as well as a representative of Yount, Hyde
& Barbour, P.C., certified public accountants, will be present at the meeting to
answer any questions that shareholders may have. Due to limited seating space,
lunch will not be served.
By Order of the Board of Directors
/s/ L. Edelyn Dawson , Jr.
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L. Edelyn Dawson , Jr.
Corporate Secretary
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN PERSON
OR THROUGH YOUR PROXY.
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EASTERN VIRGINIA BANKSHARES, INC.
PROXY STATEMENT
This Proxy Statement and the enclosed proxy card ("Proxy") are furnished in
connection with the solicitation of proxies by the Board of Directors of Eastern
Virginia Bankshares, Inc. to be voted at the 2000 Annual Meeting of Shareholders
to be held Thursday, April 20, 2000, at 10:00 a.m. at Saint Margaret's School,
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444 Water Lane, Tappahannock, Virginia, and any adjournment thereof. The
distribution of this Proxy Statement and related proxy material will commence on
or about March 27, 2000.
Voting and Revocation of Proxies
All properly executed proxies delivered pursuant to this solicitation will be
voted at the Annual Meeting in accordance with instructions noted thereon or, if
no direction is indicated, they will be voted in favor of the proposals set
forth in the Notice of Annual Meeting. Any shareholder giving a proxy has the
right to revoke it at any time before the proxy is voted by giving written
notice to the Secretary of the Company, by executing or delivering a substitute
proxy or by attending the Annual Meeting and revoking the proxy at the meeting.
Voting Rights of Shareholders
Only Shareholders of record at the close of business on March 21, 2000, will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. As of the close of business on the record date, 4,944,383 shares of
Common Stock, par value $2.00 per share, were outstanding and entitled to vote
at the Annual Meeting. The Company has no other class of stock outstanding. Each
share of Common Stock will entitle the holder thereof to one vote on all matters
to come before the Annual Meeting. A majority of the votes entitled to be cast,
represented in person or by proxy, will constitute a quorum for the transaction
of business.
Solicitation of Proxies
The cost of the solicitation of proxies will be borne by the Company. In
addition to solicitation by use of the mail, certain officers and employees of
the Company (who will not be compensated in addition to their regular salaries)
may solicit proxies personally or by telephone. The Company will, upon written
request, reimburse brokerage firms and other custodians, nominees and
fiduciaries, for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners of EVB Common Stock.
Proposal 1. ELECTION OF DIRECTORS
The eleven individuals named below, each of whom currently serves on the Board
of Directors, will be nominated to serve as directors until the 2001 Annual
Meeting of Shareholders. A majority vote is required for their election. Company
bylaws provide that at the first five annual elections of Directors of EVB,
beginning in 1998, nominations made by the Board of EVB will include five
individuals designated by Directors of EVB who are also Directors of Southside
Bank, and four individuals designated by Directors of EVB who are also Directors
of Bank of Northumberland, Inc. Additional individuals may be nominated by EVB
if the board consists of more than nine, and two individuals have been so
nominated as named below. The persons named in the proxy will vote for the
election of nominees named below unless authority is withheld. If for any reason
any of the persons named 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.
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The Board of Directors recommends that shareholders vote for the nominees set
forth below. The eleven nominees receiving the greatest number of affirmative
votes cast at the Annual Meeting will be elected.
<TABLE>
<CAPTION>
Name (age) of Date First
Director Elected Principal Occupation During Past 5 Years
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<S> <C> <C>
Thomas M. Boyd, Jr. 1997 President and Chief Executive Officer of EVB since
Age 60 its formation in December, 1997, and President and
Chief Executive Officer and a Director of Southside
Bank since 1982
W. Rand Cook 1997 Attorney with McCaul, Martin, Evans & Cook, P.C.
Age 46 in Mechanicsville, Virginia and a Director of
Southside Bank since 1996
Robert L. Covington 1997 Chairman of the Board of EVB since its formation
Age 74 in December 1997, and Chairman of the Board of
Bank of Northumberland since 1991 and a Director
of Bank of Northumberland since 1968. He was the
President and Chief Executive Officer of Bank of
Northumberland prior to 1991
L. Edelyn Dawson, Jr. 1997 Secretary of the Board of EVB and Senior Vice
Age 59 President and Secretary of the Bank of Northumberland since
1991 and a Director of the Bank of Northumberland since 1997.
F. L. Garrett, III 1997 Vice Chairman of the Board of EVB and Chairman of
Age 60 the Board of Southside Bank, and a director of
Southside Bank since 1982. Oysterman and realtor
in Essex County, Virginia
F. Warren Haynie, Jr. 1997 Counsel of McKerns & McKerns, Attorneys at Law,
Age 61 Heathsville, Virginia and a Director of Bank of
Northumberland since 1987
Eric A. Johnson 1997 General Manager of Mason Realty, Inc. in Urbanna,
Age 46 Virginia, and a Director of Southside Bank since 1988
William L. Lewis 1997 Attorney with Lewis & Ware, P.C. in Tappahannock,
Age 49 Virginia and a Director of Southside Bank since 1989
Lewis R. Reynolds 1997 Executive Vice President of EVB, and President and
Age 49 Chief Executive Officer of Bank of Northumberland
since 1991, and a Director of Bank of Northumberland
since 1994
Leslie E. Taylor 2000 CPA with Leslie E. Taylor, CPA, PC, Tappahannock, VA,
Age 51 and a Director of both EVB and Southside Bank.
Jay T. Thompson, III 2000 Owner of Mechanicsville Drug Store, Mechanicsville,
Age 44 VA, and Director of EVB, and Chairman of Hanover Bank.
</TABLE>
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Board of Directors and Committees
During 1999, the Board of Directors held twelve regular monthly meetings, and 2
special meetings. All incumbent directors attended at least 75% of such
meetings. The full Board acts on all matters and has appointed no standing
committees other than the Audit Committee.
Audit Committee. The Audit Committee, whose members are Messrs. Johnson, Cook
and Haynie, recommends the independent auditors to be selected by the Board,
discusses with the independent auditors the scope of their proposed audit,
reviews the audit reports, discusses with management the implementation of the
auditor's recommendations, reviews the fee of the independent auditors for audit
and non-audit services, reviews the adequacy of the Company's system of internal
controls and reviews reports of audit activities performed by the Company's
internal auditor. The Committee met once in 1999.
Directors Fees. Directors fees of $45,000 were paid by the Company in 1999. Each
director receives an annual retainer of $2,400 plus a fee of $400 per meeting
attended. Members of the Board who also serve as salaried officers of subsidiary
banks do not receive director's fees.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information, as of March 21, 2000, relating to
beneficial ownership of Company Common Stock held by each director and director
nominee and each executive officer named in the Summary Compensation Table
below, and by the directors and all executive officers as a group.
As of March 21, 2000, no person beneficially owned 5% or more of the Company's
Common Stock. Mr. Covington is the only director who beneficially owned more
than 1% of the Company's Common Stock. His percentage ownership as of March 21,
2000, was 1.69%, and the directors and all executive officers as a group
beneficially owned as of that date 4.07% of the outstanding shares of Common
Stock.
Name Stock Ownership
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Thomas M. Boyd, Jr. 23,723
W. Rand Cook 1,195
Robert L. Covington 83,534
L. Edelyn Dawson, Jr. 16,590
F. L. Garrett, III 23,330
F. Warren Haynie, Jr. 4,082
Eric A. Johnson 5,487
William L. Lewis 20,335
Lewis R. Reynolds 18,442
Leslie E. Taylor 1,204
Jay T. Thompson, III 3,576
All present executive officers and directors
as a group (11 persons) 201,498
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EXECUTIVE COMPENSATION
Executive Officers of EVB receive no compensation from EVB. At present, all
executive officers of EVB also are executive officers of either Southside Bank
or Bank of Northumberland which do compensate their executive officers. The
table below, sets forth certain information concerning the annual and long-term
compensation earned by the Chief Executive Officer and all other executive
officers of the Company whose total compensation exceeded $100,000, for each of
the three fiscal years ended December 31, 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation (1)
Name and All Other
Principal Position Year Salary Bonus Compensation 401 (k) (2)
- ------------------- ---- --------- ----- -------------- -----------
<S> <C> <C> <C> <C> <C>
Thomas M. Boyd, Jr. 1999 $135,000 $ 100 $2,700
President and Chief 1998 $120,000 $ 100 $3,600
Executive Officer 1997 $114,000 $ 100 $4,560
Lewis R. Reynolds 1999 $92,200 $19,989 - $1,844
Executive Vice 1998 $87,200 $21,420 -
President 1997 $83,900 $19,671 -
L. Edelyn Dawson, Jr. 1999 $82,129 $17,798 $1,643
Secretary 1998 $77,700 $19,072
1997 $73,700 $17,527
</TABLE>
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(1) The value of perquisites and other personal benefits did not exceed the
lesser of $50,000 or ten percent of total annual salary and bonus.
(2) These amounts represent contributions to a 401 (k) Plan.
Employment Contracts
The Company's subsidiary Bank of Northumberland has employment agreements with
certain Bank executive officers, including Mr. Reynolds and Mr. Dawson to serve
as officers of Bank of Northumberland. Both contracts are for five-year terms
and expire on November 13, 2001. Each contract also provides for automatic
renewals for successive terms on one year at a time, unless the contract is
terminated by Bank of Northumberland or the employee. Both officers' salary are
determined at the sole discretion of Bank of Northumberland's Board of
Directors, with a minimum 1996 salary of $72,628 for Mr. Reynolds and $67,450
for Mr. Dawson. In the event that either officer's employment is terminated
under this agreement within six months before or 18 months after a change of
control of Bank of Northumberland, the officer is entitled to receive the
greater of (i) his current salary and benefits or (ii) the level of such salary
and benefits in effect over the most recent 12 months preceding the date of his
termination of employment. Each officer would be eligible to receive this
compensation subsequent to his termination in these circumstances over the
longer of (i) an additional 12 months, or (ii) the remainder of his unexpired
original term.
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Shareholder Return On Investment
The following graph compares the yearly percentage change in the Company's
cumulative total shareholder return with that of the S & P 500 index and with
the SNL $250M-$500M Bank Index, assuming $100 investments in each on 1-2-98,
with dividends reinvested. Prior to 1-2-98, there was no known market in the
Company's stock.
Total Return Performance
[GRAPH]
<TABLE>
<CAPTION>
Index 01/02/98 06/30/98 12/31/98 06/30/99 12/31/99
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<S> <C> <C> <C> <C> <C>
Eastern Virginia Bankshares, Inc. 100.00 126.73 103.76 102.20 115.77
S&P 500 100.00 117.15 127.93 143.77 154.86
SNL $250M-$500M Bank Index 100.00 106.38 89.85 88.17 83.59
</TABLE>
INTEREST OF DIRECTORS AND OFFICERS IN CERTAIN TRANSACTIONS
The Company's banking subsidiaries extended credit to directors and officers of
the Company and its subsidiaries during 1999. All such loans (i) were made in
the ordinary course of business, (ii) were made on substantially the same terms
including interest rates and collateral requirements as those of comparable
loans to other customers, and (iii) did not involve more than the normal risk of
collectibility nor do they present other unfavorable features.
The banking subsidiaries of the Company, pursuant to the Company's employee loan
policy, make individual general purpose loans on a nondiscriminatory basis to
employees of subsidiaries at interest rates below those for comparable
transactions with other persons. This policy does not extend to executive
officers, principal officers or directors. The subsidiary banks are prohibited
from making loans, with the exception of residential mortgages and educational
loans, to executive officers in excess of certain dollar limits fixed by banking
laws.
F. Warren Haynie, Jr., a director of the Company, is a counsel in the McKerns &
McKerns law firm, which serves as legal counsel for Bank of Northumberland.
William L. Lewis, a director of the Company, is a principal in the Tappahannock
law firm of Lewis and Ware, P.C., which serves as legal counsel for Southside
Bank
<PAGE>
Compliance with Stock Ownership Reporting Requirements
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
directors and executive officers of the Company are required to file reports
with the SEC indicating their holdings of and transactions in the Company's
stock. To the Company's knowledge, based a review of stock transfer records and
oral representations, insiders of the Company complied with all filing
requirements during 1999.
Proposal 2 - INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has appointed Yount, Hyde & Barbour, P.C., as the
Company's independent public accountants for the year 2000, and has further
directed that management submit the selection of independent public accountants
for ratification by the shareholders at the Annual Meeting. Yount, Hyde &
Barbour, P.C. has served as the Company's independent public accountants since
the Company's formation in 1997. The 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 any of its
subsidiaries. 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.
OTHER MATTERS
As of the date of this Proxy Statement, management of the Company has no
knowledge of any matters to be presented for consideration at the Annual Meeting
other than those referred to above. If any other matter properly comes before
the Annual Meeting, the persons named in the accompanying proxy intend to vote
such proxy, to the extent entitled, in accordance with their best judgment.
PROPOSALS FOR THE 2000 ANNUAL MEETING
SEC Reg. 240.14a-8.(a)(3)(i) provides that, in addition to any other applicable
requirements, for business to be properly brought before the Annual Meeting by a
shareholder (including shareholder nominations of Director candidates), the
shareholder must give timely notice to the Secretary of the Company at least 120
days prior to the proxy statement date for the Annual Meeting. As to each
matter, the notice must comply with certain informational requirements set forth
in the Bylaws.
In order for a shareholder proposal to be considered for possible inclusion in
the 2001 Proxy Statement, it must be received by the Secretary of the Company no
later than November 30, 2000.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for 1999, filed with the SEC,
can be obtained without charge by writing to Ned Stephenson, Vice President and
Chief Financial Officer; Eastern Virginia Bankshares, Inc.; P.O. Box 1005;
Tappahannock, Virginia 22560.
By Order of the Board of Directors
/s/ L. Edelyn Dawson, Jr.
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L. Edelyn Dawson, Jr.
Corporate Secretary
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PROXY
EASTERN VIRGINIA BANKSHARES, INC.
307 Church Lane, Box 1005
Tappahannock, Virginia 22560
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoint(s) F. W. Haynie, Jr. and William L. Lewis, any
one or more of whom may act, and hereby authorize them to represent and to
vote, as designated below, all the shares of common stock of Eastern Virginia
Bankshares, Inc. held on record by the undersigned on March 21, 2000, at the
annual meeting of shareholders to be held on April 20, 2000, at Saint
Margaret's School, 444 Water Lane, Tappahannock, Virginia, at 10:00 A.M. or any
adjournment thereof.
1. TO ELECT AS DIRECTORS ALL ELEVEN nominees listed below, who constitute
the present Board of Directors.
INSTRUCTION: To withhold authority to vote for any or all nominee(s), strike
a line though the nominee's name(s) in the list below.
Thomas M. F. L.
Boyd, Jr. Garrett,
W. Rand III
Cook F. Warren
Robert L. Haynie, Jr.
Covington Eric A.
L. Edelyn Johnson
Dawson, Jr. William L.
Lewis R. Lewis
Reynolds Leslie E.
J. T. Taylor
Thompson,
III
[_] FOR[_] AGAINST[_] ABSTAIN
2. TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF YOUNT, HYDE &
BARBOUR, P.C., independent public accountants, as auditors for the Company for
the ensuing year.
[_] FOR[_] AGAINST[_] ABSTAIN
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3. To act upon such other matters as may properly come before the meeting or
any adjournment thereof. As of the date of this Proxy, management has no
knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matter properly comes
before the Annual Meeting, the persons named in the accompanying proxy intend
to vote such proxy, to the extent entitled, in accordance with their best
judgment.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholders. If no direction is made, this proxy
will be voted for proposals 1 and 2.
Please sign exactly as stock is registered. When shares are held by joint
tenants, both should sign. When signing as executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature
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Signature
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(if held jointly)
Date: , 2000
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PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD USING THE ENCLOSED ENVELOPE.
