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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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
VIB Corp
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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
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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{VIB CORP LETTERHEAD]
Dear Shareholder:
At the Annual Meeting of Shareholders held on April 29, 1999, the four
nominees for reelection were elected to the Board of Directors and the proposal
to readopt Article V(b) of the Company's Articles of Incorporation, providing
for supermajority voting protection to change the range of directors, was
approved by an overwhelming majority. Unfortunately, a significant number of
shareholders did not vote with respect to the remaining two proposals and, so
as to provide adequate opportunity for all shareholders' votes to be counted,
the Annual Meeting was recessed and will be reconvened on June 4, 1999, at
2:00 p.m., at Valley Independent Bank's main office, 1448 Main Street, El
Centro, California 92243.
Enclosed is a new Proxy for you to complete in connection with the
recessed Annual Meeting. We strongly encourage you to vote "FOR" the third and
fourth proposals, readopting Article VII of the Company's Articles of
Incorporation providing that shareholders of the Company will receive fair and
equitable treatment in the event of certain business combinations, and
readopting Article VIII(h) of the Company's Articles of Incorporation providing
for supermajority voting protection with respect to the establishment of the
classified Board of Directors and the elimination of cumulative voting.
Both of these proposals are explained in detail in the Proxy
Statement previously distributed to you. If you need an additional copy of the
Proxy Statement, please contact Ms. Charlotte Studer, Corporate Secretary,
(760) 337-3206.
PLEASE RETURN YOUR PROXY AS SOON AS POSSIBLE. EVERY VOTE COUNTS!
Sincerely,
/s/ DENNIS L. KERN
Dennis L. Kern
President and Chief Executive Officer
