<PAGE> 1
SCHEDULE 14A
Information Required in Proxy Statement
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
VIB Corp
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applied:
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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):
---------------------------------------------------------------------
(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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<PAGE> 2
[VIB CORP LOGO]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD APRIL 27, 2000
AT 6:00 P.M.
NOTICE IS HEREBY GIVEN that, pursuant to the Bylaws of VIB Corp and the call of
its Board of Directors, the 2000 Annual Meeting of Shareholders of VIB Corp (the
"Company") will be held at the Old Post Office Pavilion, 230 South 5th Street,
El Centro, California 92243, on Thursday, April 27, 2000, at 6:00 p.m., for the
purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. Electing the following three persons to
the Board of Directors, two of whom shall serve until the 2001
Annual Meeting and until their successors are elected and have
qualified and one of whom shall serve until the 2002 Annual
Meeting and until his successor is elected and has qualified:
R. Stephen Ellison
Tom Kelly
Edward McGrew
2. OTHER BUSINESS. Transacting such other business as may properly
come before the Meeting and any adjournment or adjournments
thereof.
Please note that the Annual Meeting will be held at a new location:
OLD POST OFFICE PAVILION, 230 SOUTH 5TH STREET, EL CENTRO, CALIFORNIA 92243
The Board of Directors has fixed the close of business on March 3, 2000, as the
record date for determination of shareholders entitled to notice of, and the
right to vote at, the Meeting.
The Bylaws of the Company provide for the nomination of directors in the
following manner:
"2.14 Nomination of Directors
Nominations for election of members of the board of directors may
be made by the board of directors or by any shareholder of any
outstanding class of capital stock of the corporation entitled to vote
for the election of directors. Notice of intention to make any
nominations (other than for persons named in the notice of the meeting
at which such nomination is to be made) shall be made in writing and
shall be delivered or mailed to the President of the corporation no more
than sixty (60) days prior to any meeting of shareholders called for the
election of directors and no more than ten (10) days after the date the
notice of such meeting is sent to shareholders pursuant to Section 2.4
of these Bylaws; provided, however, that if ten (10) days' notice of
such meeting is sent to shareholders, such notice of intention to
nominate must be received by the President of the corporation not later
than time fixed in the notice of the meeting for the opening of the
meeting. Such notification shall contain the following information to
the extent known to the notifying shareholder: (a) the
<PAGE> 3
Notice of Annual Meeting of Shareholders
Page 2
name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee; (c) the number of shares of capital stock of
the corporation owned by each proposed nominee; (d) the name and
residence address of the notifying shareholder; (e) the number of shares
of capital stock of the corporation owned by the notifying shareholder;
(f) with the written consent of the proposed nominee, a copy of which
shall be furnished with the notification, whether the proposed nominee
has ever been convicted of or pleaded nolo contendere to any criminal
offense involving dishonesty or breach of trust, filed a petition in
bankruptcy, or been adjudged a bankrupt. The notice shall be signed by
the nominating shareholder and by the nominee. Nominations not made in
accordance herewith shall be disregarded by the Chairman of the meeting
and, upon his instructions, the inspectors of election shall disregard
all votes cast for each such nominee. The restrictions set forth in this
paragraph shall not apply to nomination of a person to replace a
proposed nominee who has died or otherwise become incapacitated to serve
as a director between the last day for giving notice hereunder and the
date of election of directors if the procedure called for in this
paragraph was followed with respect to the nomination of the proposed
nominee."
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF SUCH PROXY, BY FILING A DULY EXECUTED PROXY
BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING SO
THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.
By Order of the Board of Directors
/s/ CHARLOTTE STUDER
- ----------------------------------
Charlotte Studer, Secretary
Dated: March 27, 2000
ANNUAL REPORT ON FORM 10-K
COPIES OF THE COMPANY'S 1999 ANNUAL REPORT TO SHAREHOLDERS AND THE COMPANY'S
1999 ANNUAL REPORT ON FORM 10-K, INCLUDING THE AUDITED FINANCIAL STATEMENTS AND
THE FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, ARE BEING MAILED TO SHAREHOLDERS ALONG WITH THESE 2000 ANNUAL
MEETING PROXY MATERIALS. ADDITIONAL COPIES ARE AVAILABLE UPON REQUEST TO HARRY
G. GOODING, III, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, VIB CORP,
P.O. BOX 1845, EL CENTRO, CALIFORNIA 92244, TELEPHONE (760) 337-3200.
<PAGE> 4
VIB CORP
1498 MAIN STREET
EL CENTRO, CALIFORNIA 92243
-------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2000
AT 6:00 P.M.
-------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 2000 Annual Meeting of Shareholders (the "Meeting") of
VIB Corp (the "Company") to be held at the Old Post Office Pavillion, 230 South
Fifth Street, El Centro, California 92243, at 6:00 p.m., on Thursday, April 27,
2000, and at any and all adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying Notice
will be mailed on or about March 27, 2000, to shareholders eligible to receive
notice of and to vote at the Meeting.
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. Electing the following three persons to
the Board of Directors, two of whom shall serve until the 2001
Annual Meeting and until their successors are elected and have
qualified and one of whom shall serve until the 2002 Annual
Meeting and until his successor is elected and has qualified:
R. Stephen Ellison
Tom Kelly
Edward McGrew
2. OTHER BUSINESS. Transacting such other business as may properly
come before the Meeting and any adjournment or adjournments
thereof.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to revoke it at
any time before it is exercised by filing with the Secretary of the Company an
instrument revoking it or a duly executed Proxy bearing a later date. In
addition, the powers of the Proxy Holders will be revoked if the person
executing the Proxy is present at the Meeting and elects to vote in person by
advising the Chairman of such election. Subject to such revocation, all shares
represented by a properly executed Proxy received in time for the Meeting will
be voted by the Proxy Holders in accordance with the instructions specified on
the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A PROPOSAL TO BE
<PAGE> 5
ACTED UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED IN FAVOR
OF THE PROPOSAL LISTED ON THE PROXY. IF ANY OTHER BUSINESS IS PROPERLY PRESENTED
AT THE MEETING, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS
OF THE COMPANY'S BOARD OF DIRECTORS.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the Board of Directors of
the Company. The expense of preparing, assembling, printing and mailing this
Proxy Statement and the materials used in the solicitation of Proxies for the
Meeting will be borne by the Company. It is contemplated that Proxies will be
solicited principally through the use of the mail, but officers, directors and
employees of the Company, and its wholly-owned subsidiaries, Valley Independent
Bank ("VIB"), Bank of Stockdale, F.S.B. ("BOS"), and Kings River State Bank
("KRSB"), may solicit Proxies personally or by telephone, without receiving
special compensation therefor. Although there is no formal agreement to do so,
the Company may reimburse banks, brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expenses in forwarding these Proxy
Materials to shareholders whose stock in the Company is held of record by such
entities. In addition, the Company may use the services of individuals or
companies it does not regularly employ in connection with this solicitation of
Proxies, if Management determines it advisable.
VOTING SECURITIES
There were issued and outstanding 11,472,196 shares of the Company's
Common Stock on March 3, 2000, which has been fixed as the record date for the
purpose of determining the shareholders entitled to notice of, and to vote at,
the Meeting. On any matter submitted to the vote of the shareholders, each
holder of Common Stock will be entitled to one vote, in person or by Proxy, for
each share of Common Stock held of record on the books of the Company as of the
record date for the Meeting. In connection with the election of directors,
shares may not be voted cumulatively.
Directors are elected by plurality vote. Abstentions and broker
non-votes do not have the effect of votes in opposition to a director.
Abstentions are, however, counted towards a quorum.
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Except as set forth below, Management of the Company does not know of
any person who owns beneficially or of record, more than 5% of the Company's
outstanding Common Stock. The following table sets forth certain information as
of March 3, 2000, concerning the beneficial ownership of the Company's
outstanding Common Stock by the 5% shareholder, by the Company's directors,
nominee for director and "named" executive officers(1), and by all directors and
"named" executive officers of the Company as a group. Management is not aware of
any change in control of the Company which has occurred since January 1, 1999,
or of any arrangement which may, at a subsequent date, result in a change in
control of the Company.
- -----------------------------
(1) As used throughout this Proxy Statement, the term "executive officer" means
the President and Chief Executive Officer and the Executive Vice Presidents
and the Senor Vice President of the Company. The term "executive officer"
also includes the President and Chief Executive Officer of BOS. The term
"named" executive officers includes the Company's executive officers and
VIB's executive vice presidents who do not have separate titles with the
Company whose salary and bonus exceeded $100,000. The Company's Chairman of
the Board, Vice Chairmen of the Board, and Secretary are not deemed to be
executive officers of the Company.
2
<PAGE> 6
<TABLE>
<CAPTION>
PERCENT
NUMBER OF SHARES NUMBER OF SHARES OF CLASS
OF COMMON STOCK SUBJECT TO VESTED BENEFICIALLY
NAME AND TITLE BENEFICIALLY OWNED(2) STOCK OPTIONS(3) OWNED(3)
- -------------- --------------------- ----------------- ------------
<S> <C> <C> <C>
JACK BRITTAIN, JR., 25,772(4) 11,966 .33%
Executive Vice President
CHARLES ELLIS,(5) 26,357 14,960 .36%
Director
R. STEPHEN ELLISON, 360,352(6) 5,015 3.18%
Director
RICHARD D. FOSS, 144,900(7) 6,107 1.32%
Chairman of the Board
HARRY G. GOODING, III, 17,446(8) 11,966 .26%
Executive Vice President and
Chief Financial Officer
JANICE STEWART GRADY, 6,565(9) 7,845 .13%
Senior Vice President and
Human Resources Director
ED L. HICKMAN,(5) 91,064 35,269 1.10%
Director, President and CEO of BOS
TOM KELLY, 70,597 636 .62%
Nominee, Chairman of the Board of BOS
DENNIS L. KERN,(10) 593,354(6)(11) 32,912 5.44%
Director, President and
Chief Executive Officer
EDWARD MCGREW, 62,321 5,015 .59%
Director
RONALD A. (RUSTY) PEDERSEN,(12) 682,867(6) 5,015 5.99%
Vice Chairman of the Board
MARTIN E. PLOURD, 11,359(13) 17,458 .25%
Executive Vice President of VIB
ALICE HELEN LOWERY WESTERFIELD, 407,349 5,015 3.59%
Vice Chairman of the Board
ALL DIRECTORS AND EXECUTIVE 1,898,163(6) 159,179 17.69%
OFFICERS AS A GROUP
(12 in number)
FINANCIAL INSTITUTIONS PARTNERS, LTD.,(14) 795,391 -- 6.93%
Principal Shareholder
</TABLE>
- -----------------------------
(2) Includes shares beneficially owned, directly and indirectly, together with
associates, except for shares subject to vested stock options and
outstanding Warrants. Also includes shares held as trustee and held by or
as custodian for minor children. Unless otherwise noted, all shares are
held as community property under California law or with sole investment and
voting power.
(3) Shares subject to options held by directors or executive officers that were
exercisable within 60 days after March 3, 2000 ("vested") are treated as
issued and outstanding for the purpose of computing the percent of the
class owned by such person but not for the purpose of computing the percent
of class owned by any other person.
(4) Includes 7,148 shares allocated to Mr. Brittain pursuant to the 401(k) Plan
and 7,720 shares in the ESOP.
(5) Messrs. Ellis and Hickman are not standing for reelection at the Meeting.
(6) Includes 301,070 shares held as trustee of the ESOP. The trustees have
voting rights over these shares to the extent not exercised by the ESOP's
participants. These shares are included for each of Messrs. Ellison, Kern
and Pedersen, the trustees, and are included once for the category "All
Directors and Executive Officers as a Group."
(7) Includes 20,514 shares held in trust for the benefit of Mr. Foss.
(8) Includes 4,189 shares allocated to Mr. Gooding pursuant to the 401(k) Plan
and 6,534 shares in the ESOP.
(footnotes continued on next page)
3
<PAGE> 7
(footnotes continued)
- -----------------------------
(9) Includes 1,778 shares allocated to Ms. Grady pursuant to the 401(k) Plan
and 4,218 shares in the ESOP.
(10) Mr. Kern's business address is 1498 Main Street, El Centro, California
92243.
(11) Includes 14,281 shares allocated to Mr. Kern pursuant to the 401(k) Plan
and 12,209 shares in the ESOP.
(12) Mr. Pedersen's business address is 330 West Aten Road, Imperial,
California 92251.
(13) Includes 763 shares allocated to Mr. Plourd pursuant to the 401(k) Plan
and 7,210 shares in the ESOP.
(14) The business address for Financial Institutions Partners, Ltd. is 1824
Jefferson Place SW, Washington, D.C. 20036.
ELECTION OF DIRECTORS
NUMBER OF DIRECTORS; CLASSIFICATION OF BOARD
Article V(a) of the Company's Articles of Incorporation provide for a
range of six to ten directors and permit the exact number of directors to be
fixed by Board or shareholder action. The Board of Directors has fixed the
number of directors at seven.
Article VIII(b) of the Company's Articles of Incorporation provide that
when the number of directors has been fixed at nine or more the Board of
Directors shall be classified into three classes with each class serving for
staggered three-year terms. Article VIII(e) provides that in the event the
authorized number of directors changes, necessitating a change in the number of
classes, the Board of Directors shall be reclassified in accordance with
California law and the principals of Article VIII(d), which provides that the
nominees receiving the highest number of votes shall be elected for the longest
term and for the division of directors as equally as possible into separate
classes. One director, Mr. John L. Skinner, retired in November, 1999, and one
director, Mr. Charles Ellis, is not standing for reelection, reducing the number
of directors from nine to seven. Moreover, an additional director is not
standing for reelection, Mr. Ed L. Hickman, President of BOS, but is being
replaced by nominee Mr. Tom Kelly, the Chairman of the Board of BOS.
Accordingly, it is proposed that one of the directors standing for reelection be
elected for a two-year term, one director be reelected for a one-year term and a
new member be added to the Board of Directors for a one-year term. Thereafter,
it is anticipated that at the 2001 Annual Meeting three directors will be
elected for a two-year term, thereby resulting in two classes of four and three
directors. In the event a vacancy should occur, any director elected to fill the
vacancy would hold office for the balance of the term of the class in which the
vacancy occurred.
NOMINEES
The persons named below, two of whom are currently members of the
Company's Board of Directors and one of whom is a new nominee, will be nominated
for election as directors to serve until the 2001 or 2002 Annual Meetings of
Shareholders and until their successors are elected and have qualified. Votes
will be cast in such a way as to effect the election of all three nominees,
including electing the following two nominees for a one-year term: Edward McGrew
and Tom Kelly. It is proposed that the third nominee standing for reelection, R.
Stephen Ellison, be elected for a two-year term.
In the event that any of the nominees should be unable to serve as a
director, it is intended that the Proxy will be voted for the election of such
substitute nominees, if any, as shall be designated by the Board of Directors.
The Board of Directors has no reason to believe that any of the nominees will be
unavailable to serve if elected. Additional nominations can only be made by
complying with the notice provision set forth in the Bylaws of the Company, an
extract of which is included in the Notice of Annual Meeting of Shareholders
accompanying this Proxy Statement. This Bylaw provision is designed to give the
Board of Directors advance notice of competing nominations, if any,
4
<PAGE> 8
and the qualifications of nominees, and may have the effect of precluding
third-party nominations if the notice provisions are not followed.
The following table sets forth the names and certain information as of
March 3, 2000, concerning the persons to be nominated by the Board of Directors
for election as directors of the Company:
<TABLE>
<CAPTION>
YEAR FIRST YEAR FIRST
ELECTED OR ELECTED OR
BUSINESS EXPERIENCE APPOINTED CURRENT APPOINTED
DURING THE PAST DIRECTOR OF TERM DIRECTOR OF
NAME AND TITLE AGE FIVE YEARS THE COMPANY EXPIRES VIB OR BOS
- -------------- --- ------------------ ----------- ------- -----------
<S> <C> <C> <C> <C> <C>
R. STEPHEN ELLISON, 50 President, Jordan Implement 1997 2000 1990
Director Co. (Machinery)
TOM KELLY, 67 Chief Executive Officer, N/A N/A 1985
Nominee Thomas Kelly Associates and
Thomas Kelly Management,
Inc. (real estate investment
and management)
EDWARD MCGREW, 62 Owner, Rio Bend R.V. Resort 1997 2000 1983
Director (recreational vehicle park),
Water/Agricultural
Consultant, U.S. Filter Co.
</TABLE>
OTHER DIRECTORS
The persons named below, exclusive of the director whose term is
expiring and who is not standing for reelection, are currently members of the
Company's Board of Directors whose terms of office run until the 2001 or 2002
Annual Meetings and until their successors are elected and have qualified. The
following table sets forth the names and certain information as of March 3,
2000, concerning the members of the Board of Directors whose terms are not
expiring and who are not standing for reelection:
<TABLE>
<CAPTION>
YEAR FIRST YEAR FIRST
ELECTED OR ELECTED OR
BUSINESS EXPERIENCE APPOINTED CURRENT APPOINTED
DURING THE PAST DIRECTOR OF TERM DIRECTOR OF
NAME AND TITLE AGE FIVE YEARS THE COMPANY EXPIRES VIB OR BOS
- -------------- --- ------------------ ----------- ------- -----------
<S> <C> <C> <C> <C> <C>
RICHARD D. FOSS, 60 President, Foss Accountancy 1997 2002 1980
Chairman of the Corporation, Certified Public
Board of Directors Accountants
DENNIS L. KERN, 60 President and Chief 1997 2001 1983
Director, President Executive Officer, Valley
and Chief Executive Independent Bank
Officer(1)
RONALD A. (RUSTY) 66 Owner, Imperial Pre-Mix Co. 1997 2002 1983
PEDERSEN, (cattle feed supplement
Vice Chairman of the manufacturing)
Board of Directors
ALICE HELEN LOWERY 71 Retired; Regional Customer 1997 2002 1992
WESTERFIELD, Relations Officer, Valley
Vice Chairman of Independent Bank (1993 to
the Board of 1997); previously Chairman,
Directors President and Chief
Executive Officer, The First
National Bank in Coachella
</TABLE>
- -----------------
(1) This person is an executive officer of the company.
5
<PAGE> 9
None of the Directors or executive officers of the Company were selected
pursuant to any arrangement or understanding, other than with the directors and
executive officers of the Company, acting within their capacities as such. There
are no family relationships between the directors and executive officers of the
Company and none of the directors or executive officers of the Company serve as
directors of any other company which has a class of securities registered under,
or which is subject to the periodic reporting requirements of, the Securities
Exchange Act of 1934 or any investment company registered under the Investment
Company Act of 1940.
EXECUTIVE OFFICERS
The following table sets forth the names and certain information as of
March 3, 2000, concerning the executive officers of the Company, except Mr.
Kern, who is a director and included in one of the tables set forth above:
<TABLE>
<CAPTION>
TERM OF
TITLE WITH TITLE WITH BUSINESS EXPERIENCE OFFICE WITH
NAME THE COMPANY VIB OR BOS AGE DURING THE PAST FIVE YEARS THE COMPANY
- ---- ----------- ---------- --- -------------------------- -----------
<S> <C> <C> <C> <C>
JACK BRITTAIN, JR. Executive Vice Executive Vice 51 Chief Credit Officer, Valley Since 1998
President and President and Independent Bank
Chief Credit Chief Credit
Officer Officer, VIB
HARRY G. GOODING, Executive Vice Executive Vice 52 Chief Financial Officer, Since 1997
III President and President and Valley Independent Bank
Chief Financial Chief Financial
Officer Officer, VIB
JANICE STEWART GRADY Senior Vice Senior Vice 46 Human Resources Director, Since 1998
President and President and Valley Independent Bank
Human Resources Human Resources
Director Director, VIB
ED L. HICKMAN N/A President and 61 President and Chief Since 1999
Chief Executive Executive Officer, Bank of
Officer, BOS Stockdale, F.S.B.
</TABLE>
SIGNIFICANT EMPLOYEES
The following table sets forth the names and certain information as of
March 3, 2000, concerning the significant employees of the Company, VIB, BOS or
KRSB who are not deemed executive officers of the Company:
6
<PAGE> 10
<TABLE>
<CAPTION>
TERM OF
OFFICE WITH
TITLE WITH THE COMPANY,
THE COMPANY, BUSINESS EXPERIENCE VIB, BOS
NAME VIB, BOS OR KRSB AGE DURING THE PAST FIVE YEARS OR KRSB
- ---- ---------------- --- -------------------------- -------
<S> <C> <C> <C> <C>
JOHN W. GLOVER Executive Vice 52 Executive Vice President and Since 1997
President and Chief Chief Financial Officer,
Financial Officer, KRSB Kings River State Bank
(1997-); Acting President and
CEO, United Valley Bank of
Hanford (1990 to 1996)
BRUCE C. JAY Executive Vice 49 Executive Vice President and Since 1984
President and Chief Chief Financial Officer, Bank
Financial Officer, BOS of Stockdale
ROBERT LOWERY President and Chief 47 President and Chief Executive Since 1993
Executive Officer, Officer, Kings River State
KRSB Bank
MARTIN E. PLOURD Executive Vice 41 Branch Administrator, Valley Since 1986
President and Branch Independent Bank
Administrator, VIB
RICK L. ROPER Executive Vice 46 Executive Vice President and Since 1989
President and Chief Chief Loan Officer, Bank of
Loan Officer, BOS Stockdale
</TABLE>
THE BOARD OF DIRECTORS AND COMMITTEES
During 1999, the Company's Board of Directors held 12 regular meetings
and one special meeting. In addition to attending Board meetings, certain of the
directors serve on committees of the Board.
The Audit Committee, which consisted of Directors Ellis, Ellison and
Westerfield, reviews all internal and external examination reports and selects
the Company's independent accountants. The Audit Committee met ten times during
1999.
The Executive Committee, which consisted of Directors Foss, McGrew and
Pedersen, sets policies and supervises Management between regular Board
meetings. The Executive Committee met six times in 1999.
The Company does not have a Nominating Committee.
In addition, the Company's directors served on the Boards of Directors
of VIB and/or BOS, including the various committees established by those
subsidiaries.
During 1999, none of the Company's directors attended less than 75% of
the Company's Board meetings and meetings of committees on which they served.
COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT AND OTHERS
SUMMARY COMPENSATION
The following table sets forth a summary of annual and long-term
compensation for services in all capacities to the Company or its subsidiaries
for the "named" executive officers. All compensation was paid by VIB or BOS:
7
<PAGE> 11
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------- SECURITIES
NAME AND POSITION OTHER ANNUAL UNDERLYING ALL OTHER
IN VIB OR BOS YEAR SALARY BONUS COMPENSATION(1) OPTIONS(2) COMPENSATION(3)
- --------------- ---- ----------- ------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
JACK BRITTAIN, JR., 1999 $140,855 $ 50,000 - 5,304 $12,647
Executive Vice President 1998 $114,996 $ 30,000 - 8,195 $ 8,157
and Chief Credit Officer 1997 $103,217 - - 6,687 $ 4,728
HARRY G. GOODING, III, 1999 $138,000 $ 40,000 - 5,304 $11,851
Executive Vice President 1998 $117,996 $ 30,000 - 8,195 $ 8,488
and Chief Financial Officer 1997 $100,506 - - 6,687 $ 4,624
ED L. HICKMAN, 1999 $172,500 $ 36,350 - 5,304 $ 5,812
President and Chief 1998 $150,000 $ 22,500 - - $ 2,250
Executive Officer 1997 $150,000 - - - $ 2,250
DENNIS L. KERN, 1999 $250,000 $ 62,500 $ 8,600 10,078 $13,178
President and Chief 1998 $210,012 $ 105,000 $15,500 34,326 $10,101
Executive Officer 1997 $190,008 - $14,400 19,919 $ 6,115
MARTIN E. PLOURD, 1999 $126,110 - 5,304 $10,759
Executive Vice President 1998 $114,000 $ 30,000 - 8,195 $ 7,486
and Branch Administrator 1997 $100,664 - - 6,687 $ 4,810
THOMAS TOPUZES,(4) 1999 $120,600 $ 15,000 5,304 $11,032
Executive Vice President 1998 $113,364 $ 15,000 - 8,195 $ 7,989
and Chief Administrative 1997 $109,008 - - 6,687 $ 4,749
Officer
</TABLE>
- -----------------
(1) These figures represent directors' fees. Perquisites paid to an executive
officer which total less than the lesser of $50,000 or 10% of salary and
bonus are omitted.
(2) All share figures have been adjusted for the Company's previous stock
dividends and stock split.
(3) These figures include matching contributions to the 401(k) Plan ($2,968,
$1,580 and $1,848 for Mr. Brittain, $2,173, $1,549 and $1,807 for Mr.
Gooding, $1,237, $2,250 and $2,250 for Mr. Hickman, $3,500, $1,051 and
$2,375 for Mr. Kern, $1,250, $855 and $1,872 for Mr. Plourd, and $2,742,
$1,488 and $1,860 for Mr. Topuzes, for 1999, 1998 and 1997, respectively)
and the contributions to the Employee Stock Ownership Plan ($9,679, $6,577
and $2,880 for Mr. Brittain, $9,678, $6,939 and $2,817 for Mr. Gooding,
$4,575, $-0- and $-0- for Mr. Hickman, $9,678, $9,050 and $3,740 for Mr.
Kern, $9,509, $6,631 and $2,938 for Mr. Plourd, and $8,290, $6,501 and
$2,889 for Mr. Topuzes, for 1999, 1998 and 1997, respectively).
(4) Mr. Topuzes resigned in December, 1999.
STOCK OPTIONS
In connection with the bank holding company reorganization the Company
adopted the VIB Corp 1997 Stock Option Plan providing for the issuance of up to
2,000,000(1) shares. On March 10, 1998, the Company's Board of Directors,
pursuant to the terms of the bank holding company reorganization, issued
704,769(1) options in exchange for the then outstanding VIB options, effective
as of the effective date for the reorganization. As of March 3, 2000, the
Company's 1997 Stock Option Plan provided for the issuance of 2,731,818 shares,
of which 504,420 shares had been exercised and options for 910,583 shares were
outstanding, leaving 1,316,815 shares available for future grants. The following
table sets forth certain information regarding stock options granted by the
Company to the "named" executive officers during 1999:
- ----------------
(1) These figures have not been adjusted to reflect the Company's five-for-four
stock split and 3% stock dividend declared in 1998 and two 3% stock
dividends in 1999.
8
<PAGE> 12
<TABLE>
<CAPTION>
POTENTIAL REALIZED
PERCENTAGE OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
OPTIONS GRANTED TO PRICE APPRECIATION
GRANTED IN EMPLOYEES(3) EXERCISE EXPIRATION FOR OPTION TERM
NAME 1999(2) DURING 1999 PRICE(2) DATE 5% 10%
- ---- ---------- ----------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
JACK BRITTAIN, JR. 5,304 2.07% $10.61 01/21/04 $ 59,089 $ 61,903
HARRY G. GOODING, III 5,304 2.07% $10.61 01/21/04 $ 59,089 $ 61,903
ED L. HICKMAN 5,304 2.07% $ 9.54 02/23/04 $ 53,130 $ 55,660
DENNIS L. KERN 10,078 3.93% $ 9.54 02/23/04 $100,951 $ 105,578
MARTIN E. PLOURD 5,304 2.07% $10.61 01/21/04 $ 59,089 $ 61,903
THOMAS TOPUZES 5,304 2.07% $10.61 01/21/04 $ 59,089 $ 61,903
</TABLE>
- -------------
(2) These figures and dollar amounts have been adjusted for the Company's 3%
stock dividends.
(3) Does not include options granted to the Company's non-employee directors
during 1999. (See "COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT AND
OTHERS - Directors' Compensation" herein.)
The following table sets forth certain information regarding stock
options exercised during 1999 by the "named" executive officers:
<TABLE>
<CAPTION>
NUMBER NUMBER OF VALUE(4) OF UNEXERCISED
NUMBER OPTIONS AT UNEXERCISED IN THE MONEY OPTIONS
OF SHARES DECEMBER 31, 1998 AT DECEMBER 31, 1998
ACQUIRED VALUE -------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
JACK BRITTAIN, JR. 2,734 $ 13,104 11,966 19,045 $ 4,068 $2,035
HARRY G. GOODING, III - N/A 11,966 18,645 $ 4,068 $2,035
ED L. HICKMAN(5) - N/A 35,269 4,245 $128,116 N/A
DENNIS L. KERN 98,876 $275,955 32,912 54,275 N/A $5,314
MARTIN E. PLOURD - N/A 17,458 18,645 $ 29,139 $2,035
THOMAS TOPUZES - N/A 15,583 13,644 $ 8,137 $2,034
</TABLE>
- -----------------------------
(4) Assumes a market value of $7.625 per share on December 31, 1999.
(5) Mr. Hickman's stock option, originally granted by BOS, was converted into a
Company stock option effective upon the closing of the BOS merger on
January 28, 1999.
EMPLOYMENT AND OTHER COMPENSATION AGREEMENTS
Neither the Company nor its subsidiaries have entered into written
employment agreements with any of the Company's executive officers.
During 1994 VIB adopted a Deferred Compensation Plan for its executive
and other senior officers pursuant to which the participating officers elect to
defer future salary or bonus income. The compensation deferred is maintained in
a separate account for each participant, earns interest at 10%, and is fully
vested. Participants can select the mode of distribution, lump sum or
installments, payable upon termination of employment. In the event of a change
in control of VIB, participants are entitled to a lump sum distribution. VIB
pays the costs of administering these Deferred Compensation Plans
9
<PAGE> 13
as well as the interest earned on the amounts deferred, but VIB makes no
contributions to the participants' individual deferral accounts.
In June, 1999, VIB adopted a Supplemental Executive Retirement Plan (the
"SERP") for its executive officers, Messrs. Brittain, Gooding, Kern, Plourd and
Topuzes and Ms. Grady. Under the SERP, VIB agreed to pay the executives
additional benefits at retirement in return for continued current satisfactory
performance by the executives. The maximum benefit to each executive is 70% of
the executive's average monthly cash compensation for 180 months beginning at
age 62. The SERP is embodied in a written agreement between VIB and the
executives.
The SERP is an unfunded plan, which means that the executives have no
rights under the agreement beyond those of a general creditor of VIB, and there
are no specific assets set aside by VIB in connection with the establishment of
the SERP. The SERP is not an employment contract. If the covered employee leaves
VIB's employ by virtue of early retirement (after attaining age 55 but prior to
attaining age 62), death (either prior or subsequent to retirement), termination
(either voluntarily or without cause) or, under certain circumstances, a change
in control, the executive receives no immediate benefits. However, the covered
executive (or named beneficiary in case of death) is entitled to receive the
vested portion of the benefit commencing on the date that the executive would
otherwise be entitled to receive them and continuing for 180 months (or
remaining balance thereof) thereafter. VIB paid an aggregate single premium of
$4,583,403 to purchase life insurance policies on each executive included in the
plan to fund the benefits. VIB owns each policy and earns a rate of return on
the invested premium which is reflected by an increase in the cash value of each
policy.
The accounting rules concerning deferred compensation plans, including
any salary continuation plans, require that VIB accrue sufficient expenses so
that the present value of the benefits to be paid to the covered executive at
retirement is reflected as a liability on VIB's books at the time of retirement.
The accrual for 1999 was approximately $634,230. Management of VIB believes this
expense is partially offset by the higher earnings on the insurance premium
investment, which are non-taxable if certain conditions are met, than taxable
investments made in the ordinary course of business.
In February, 1994, BOS adopted a Salary Continuation Plan (the "SCP")
for its executive officers, Messrs. Hickman, Jay, Roper and Scheidt. In 1999,
the SCP was amended and restated in its entirety. The SCP, as amended, is
similar to VIB's SERP, except that the SCP provides for an annual benefit of
$50,000, the covered executive can choose to be paid over a period of between 36
months and 180 months, vested benefits are paid to the covered executive's
beneficiary in a lump sum in the event of death, and certain benefits terminate
upon the covered executive's death. BOS paid an aggregate premium of $860,000 to
purchase life insurance policies on each executive included in the SCP to fund
the benefits. BOS owns each policy and earns a rate of return on the invested
premium which is reflected by an increase in the cash value of each policy.
The accrual in 1999 for the present value of the benefits to be paid to
covered executives at the time of retirement was approximately $31,656.
Management of BOS believes this expense is partially offset by the higher
earnings on the insurance premium investment, which are non-taxable if certain
conditions are met, than taxable investments made in the ordinary course of
business.
10
<PAGE> 14
In March, 1996, BOS entered into an agreement with each of its executive
officers, Messrs. Hickman, Jay, Roper, and Scheidt, that provides certain
severance benefits in the event that a change in control of BOS occurs. Under
these Change in Control Agreements, each executive officer is entitled to 12
months salary from the date of termination following a change in control. This
severance payment is triggered if the executive terminates his employment for
"good reason" or if the executive's employment is terminated without "cause," in
either case within 24 months following a change in control.
In 1999, BOS entered into split-dollar life insurance agreements with
directors and certain executives. Pursuant to the terms of the agreements BOS
owns the insurance policies, is entitled to the cash value of the policies and
is responsible for paying the associated premiums. Upon a covered executive's
death, the beneficiary is entitled to receive 80% of the total proceeds less the
cash value of the policy, with BOS entitled to the balance. BOS paid an
aggregate single premium in 1999 amounting to $1,111,984.
DIRECTORS' COMPENSATION
In 1999, the Company's directors, except for Messrs. Kern and Hickman,
were paid for attendance at Company Board meetings at the rate of $1,300 for
each regular Board meeting (with the Chairman receiving $2,275); and, for all
directors except Mr. Kern, $300 for each committee meeting. All directors,
except Mr. Hickman, received $600 for every VIB Board meeting attended and $300
for every committee meeting attended. Messrs. Kern and Hickman, who are BOS
Board members, do not receive fees for serving as directors of BOS.
During 1999 Messrs. Hickman and Kelly were granted options to purchase
5,304 and 3,183 shares, respectively.
VIB has entered into Deferred Compensation Agreements with each of its
directors, except Ms. Westerfield, pursuant to which $600 of directors' fees per
month are deferred until May, 2000, at which time the director or his
beneficiary will be paid the amount of $1,624 per month for 10 years. If the
director dies before the commencement date of the payments, the director's
beneficiary will receive a death benefit of $1,624 per month for 10 years. If
the director's service as a director terminates for any other reason before May,
2000, the amount deferred, plus accrued interest at 10%, will be paid to the
director.
In January, 1999, BOS adopted a Supplemental Director Compensation Plan
(the "SDCP") for the benefit on non-employee directors of BOS. The SDCP provides
for the payment of an annual lifetime annuity of $7,000 upon retirement,
disability prior to retirement, termination without cause or termination as a
result of a change in ownership. All benefit payments cease upon the death of a
director. BOS paid an aggregate single premium of $1,961,032 to purchase life
insurance policies on each director included in the plan to fund the benefits.
BOS owns each policy and earns a rate of return on the invested premium which is
reflected by an increase in the cash value of each policy.
The accrual in 1999 for the present value of the benefits to be paid to
directors at the time of retirement was approximately $36,624.
11
<PAGE> 15
PROFIT SHARING AND 401(k) PLAN
In March, 1989, VIB's Board of Directors adopted, effective as of
January 1, 1989, the Valley Independent Bank Profit Sharing and 401(k) Plan (the
"401(k) Plan"). In connection with the bank holding company reorganization, the
Company adopted the 401(k) Plan. In January, 2000 the 401(k) Plan was amended
and restated. All full-time and part-time employees of the Company, VIB, BOS and
KRSB who are at least eighteen years of age and have completed three months of
employment are eligible to participate. Pursuant to the 401(k) Plan,
participating employees of VIB, BOS and KRSB may voluntarily contribute a
portion of their compensation to a trust with the Company making a matching
contribution up to a specific amount. Each year the Company may make matching
profit sharing contributions to the trust for the benefit of employees
participating on the last day of the year. Participating employees vest in the
matching and profit sharing contributions over a seven year period. Benefits
from the 401(k) Plan become available to the employee upon retirement, or in the
event of disability. If employment is terminated prior to normal retirement, the
employee receives all voluntary contributions and a portion of the matching and
profit sharing contributions, based upon the established vesting schedule.
As of December 31, 1999, 408 employees were participating in the 401(k)
Plan. During 1999, the Company made a $173,421 profit sharing contribution. The
401(k) Plan has been qualified by the Internal Revenue Service ("IRS") pursuant
to the Employee Retirement Income Security Act of 1974 ("ERISA").
EMPLOYEE STOCK OWNERSHIP PLAN
In December, 1991, VIB's Board of Directors adopted, effective as of
January 1, 1991, the Valley Independent Bank Employee Stock Ownership Plan (the
"ESOP"). In connection with the bank holding company reorganization, the Company
adopted the ESOP. Pursuant to the ESOP, annual contributions at the discretion
of the Company are made to a trust for the benefit of employees of the Company,
VIB, BOS and KRSB, who are participants. All full-time employees are eligible to
participate after one year of employment. Contributions shall not exceed
limitations imposed by the Internal Revenue Code, and vest 20% after three years
of service, 40% after four years, 60% after five years, 80% after six years, and
100% after seven years of service. Participants become 100% vested if
termination is by reason of normal or deferred retirement, death or disability,
or termination of the ESOP.
As a stock ownership plan, it is intended that contributions to the ESOP
trust will be utilized to purchase the Company's (previously, VIB's) Common
Stock, which will then be allocated to the accounts of the participants, thereby
enabling them to participate in the Company's growth. Distributions pursuant to
the ESOP will be in cash or in shares of the Company's Common Stock.
Each of the "named" executive officers participated in the ESOP during
1999. Directors who are not also employed by the Company are not eligible to
participate. The total amount contributed for all participants to the ESOP for
1999 was $585,619.
As of December 31, 1999, 397 employees were participating in the ESOP.
The ESOP has been qualified by the IRS pursuant to ERISA.
12
<PAGE> 16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a Compensation Committee and did not pay
compensation during 1999. The members of VIB's Executive/Investment Committee,
acting as VIB's Compensation Committee (the "Committee"), are Directors Ellison,
Foss, Kern and Pedersen, none of whom serve as an officer of the Company or VIB
except Mr. Kern, who is the Company's and VIB's President and Chief Executive
Officer. None of the Company's or VIB's executive officers served on the board
of directors or compensation committee, or equivalent, of another entity, one of
whose executive officers served on the Company's or VIB's Committee or the
Company's or VIB's Board of Directors. Mr. Kern does not participate in
Committee deliberations and voting regarding his compensation.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1999, all compensation to "named" executive officers (except with
respect to Mr. Hickman) was paid by VIB. The Committee was responsible for
reviewing and approving VIB's overall compensation and benefit programs, and for
administering the compensation of VIB's executive and senior officers.
The Committee is responsible for establishing the compensation for the
senior executive officers of the Company, VIB, BOS and KRSB, consistent with the
Company's business plans, strategies and goals. The Committee establishes the
factors and criteria upon which the executive officers' compensation is based
and how such compensation relates to the Company's, VIB's, BOS's and KRSB's
performance, general compensation policies, competitive realities and regulatory
requirements.
The Committee's functions and objectives are: (i) to determine the
competitiveness of current base salary, annual incentives and long-term
incentive relative to specific competitive markets for the President; (ii) to
develop a performance review mechanism that has written objectives and goals
which are used to make salary increase determinations; (iii) to develop an
annual incentive plan for senior management; and (iv) to provide guidance to the
Board of Directors in their role in establishing objectives regarding executive
compensation.
The Committee's overall compensation philosophy is as follows: (i) to
attract and retain quality talent, which is critical to both short-term and
long-term success; (ii) to reinforce strategic performance objectives through
the use of incentive compensation programs; (iii) to create a mutuality of
interest between executive and senior officers and shareholders through
compensation structures that share the rewards and risks of strategic
decision-making; and (iv) to encourage executives to achieve substantial levels
of ownership of stock in the Company.
The compensation package offered to executive officers consists of a mix
of salary, incentive bonus awards, and stock option awards as well as benefits
under several employee benefit plans.
In establishing executive compensation for the President, the Committee
considered the following factors in the following order of priority: (1)
improving shareholder value; (2) profitability; (3) return on assets; (4) return
on equity; (5) asset quality; and (6) growth in loans and deposits as it relates
to overall industry performance. Excluded from the Committee's consideration of
incentive bonuses would be income or expenses resulting from extraordinary or
non-recurring events,
13
<PAGE> 17
regulatory changes, merger or acquisition activity, or the imposition of changes
in generally accepted accounting principles.
The Committee investigates the competitiveness of the compensation of
the President by having peer survey data updates at least annually. Among the
sources consulted are the State of California Department of Financial
Institutions Executive Officer and Director Compensation Survey, SNL Securities
Executive Compensation Review and the California Bankers Association
Compensation and Benefits Survey.
When determining Mr. Kern's bonus compensation for 1999, the Committee
noted that VIB's profitability and return on equity exceeded budget and return
on assets exceeded the prior year's results. Net income, adjusted for certain
unbudgeted circumstances, was $6.3 million, which exceeded budget and 1998's
$4.9 million. Return on equity and return on assets, as adjusted by the
Committee for merger related activity, were 11.97% and .94%, respectively,
compared to 11.41% and 1.02%, respectively, in 1998. Further, the Committee
determined that asset quality exceeded budget, measured by evaluating reductions
in net charge-offs ($375,000), and the improvements in the allowance for credit
losses' coverage of non-performing assets ratio (71.32% versus 67.61%), and
allowance for credit losses to total loans ratio (.85% versus .83%). The
Committee also reviewed favorably VIB's growth in average loans (34.1%) and
average deposits (29.4%), compared to 1998. Moreover, although the market value
of the Common Stock declined, the Committee noted that the overall market for
peer institutions declined and that Mr. Kern continued to actively promote the
Common Stock to market makers and institutional investors to increase the
liquidity of the Common Stock and to maintain good relationships with
shareholders. Finally, the Committee reviewed Mr. Kern's total compensation in
light of the above-referenced peer surveys.
The Committee believes that VIB's compensation program and compensation
levels are effective in attracting, motivating and retaining outstanding
executive and senior officers and that they are consistent with the VIB's
immediate and long-term goals.
EXECUTIVE/INVESTMENT COMMITTEE
R. Stephen Ellison Dennis L. Kern, Chairman
Richard D. Foss Ronald A. (Rusty) Pedersen
STOCK PERFORMANCE GRAPH
The following graph presents the cumulative, five-year total return for
the Company's (and previously VIB's) Common Stock compared with the Nasdaq Total
Return Index, a broad market index of stocks traded in the Nasdaq National
Market and the SNL Securities Index of Banks between $500 million and $1 billion
in total assets. The graph assumes the value of an investment in the Company's
Common Stock, the Nasdaq Index and the SNL Bank Index each was $100 on December
31, 1994, and that all dividends were reinvested.
14
<PAGE> 18
[VIB PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
--------------------------------------------------------------------
INDEX 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VIB Corp 100.00 147.01 204.45 291.96 245.48 165.48
NASDAQ - Total US 100.00 141.33 173.89 213.07 300.25 542.43
SNL $500M-$1B Bank Asset-Size Index 100.00 132.76 165.97 269.80 265.28 245.56
</TABLE>
CERTAIN TRANSACTIONS
During 1999 there were no, and as of the date of this Proxy Statement
there are no existing or proposed, material transactions between the Company and
any of the Company's executive officers, directors, or beneficial owners of 5%
or more of the Company's Common Stock, or the immediate family or associates of
any of the foregoing persons, except as indicated below.
Some of the directors and executive officers of the Company, as well as
the companies with which such directors and executive officers are associated,
are customers of, and have had banking transactions with VIB or BOS in the
ordinary course of the subsidiaries' businesses and the subsidiaries expect to
have such ordinary banking transactions with such persons in the future. In the
opinion of Management of the subsidiaries, all loans and commitments to lend
included in such transactions were made in compliance with applicable laws on
substantially the same terms, including interest rates and collateral, as those
prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectibility
or present other
15
<PAGE> 19
unfavorable features. Although the subsidiaries do not have any limits on the
aggregate amount they would be willing to lend to directors and officers as a
group, loans to individual directors and officers must comply with their
internal lending policies and statutory lending limits.
INDEPENDENT ACCOUNTANTS
The firm of Vavrinek, Trine, Day & Co., LLP, served as independent
public accountants for the Company for 1999. In addition to audit services, that
firm performed selected non-audit services, including assisting in the
preparation of the Company's and VIB's tax returns and regulatory reports. The
fees paid for non-audit services was approximately 14.0% of the fees for audit
services. All services rendered by Vavrinek, Trine, Day & Co., LLP, were
approved by the Board of Directors of the Company who considered the possible
effect of each such service on the independence of the accountants. The Company
has selected this firm to be its accountants for 2000.
It is anticipated that a representative of Vavrinek, Trine, Day & Co.,
LLP, will be present at the Meeting to respond to appropriate questions from
shareholders.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 2001 Annual Meeting of
Shareholders, which is tentatively scheduled for April 26, 2001, is November 27,
2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who own more than 10% of
the Common Stock to file reports of stock ownership and changes in stock
ownership with the Securities and Exchange Commission (the "SEC"). The executive
officers, directors and greater than 10% shareholders are required by regulation
to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no such
forms were required for those persons, the Company believes that during 1999 all
filing requirements applicable to the Company's executive officers, directors,
and greater than 10% shareholders were complied with.
OTHER MATTERS
The SEC's rules permit the Proxy to confer discretionary authority to
vote on any matter if the Company did not have notice of the matter at least 45
days before the date on which the Company first mailed its Proxy Materials for
the prior year's Annual Meeting of Shareholders. The Company mailed its Proxy
Materials for the 1999 Annual Meeting on March 29, 1999 and, accordingly,
discretionary authority is conferred to the persons named in the accompanying
Proxy to vote on any matter notice of which is not received until after February
13, 2000.
16
<PAGE> 20
Management does not presently know of any matters to be presented at the
Meeting other than those set forth above. If other matters come before the
Meeting, it is the intention of the persons named in the accompanying Proxy to
vote the Proxy in accordance with the recommendations of the Board of Directors
on such matters.
VIB CORP
/s/ CHARLOTTE STUDER
Dated: March 27, 2000 -------------------------------
Charlotte Studer, Secretary
17
<PAGE> 21
PROXY
VIB CORP
ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 2000
The undersigned shareholder of VIB Corp (the "Company") hereby
nominates, constitutes and appoints Richard D. Foss, Dennis L. Kern and Alice
Helen Lowery Westerfield, and each of them, the attorney, agent, and proxy of
the undersigned, with full powers of substitution, to vote all stock of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the Old Post Office Pavilion, 230 5th
Street, El Centro, California 92243, on Thursday, April 27, 2000, at 6:00 p.m.
and at any and all adjournments thereof, as fully and with the same force and
effect as the undersigned might or could do if personally present thereat, as
follows:
1. Election of Directors. Authority to elect the three persons named
below and in the Proxy Statement dated March 27, 2000,
accompanying the Notice of said Meeting, to serve until their
successors are elected and have qualified, including the
authority to elect the following three persons to the initial
terms indicated below:
Two-Year Term One-Year Term
R. Stephen Ellison Edward McGrew
Tom Kelly
AUTHORITY GIVEN [ ] AUTHORITY WITHHELD [ ]
IF YOU WISH TO VOTE FOR SOME, BUT NOT ALL OF THE NOMINEES NAMED
ABOVE, YOU SHOULD ENTER THE NAME(S) OF THE NOMINEE(S) WITH
RESPECT TO WHOM YOU DO NOT WISH TO VOTE FOR IN THE SPACE PROVIDED
BELOW:
-----------------------------------------------------------------
PLEASE SIGN AND DATE THE OTHER SIDE
<PAGE> 22
PLEASE SIGN AND DATE BELOW
2. Other Business. To transact such other business as may properly
come before the Meeting and any adjournment or adjournments
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON
PROPOSAL 1. THE PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATION OF THE BOARD OF DIRECTORS, UNLESS A CONTRARY INSTRUCTION IS
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTION. THIS PROXY CONFERS DISCRETIONARY AUTHORITY TO VOTE ON ANY OTHER
MATTER, IF ANY, PRESENTED AT THE MEETING, NOTICE OF WHICH IS RECEIVED AFTER
FEBRUARY 13, 2000. THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS WITH RESPECT TO SUCH OTHER MATTERS.
___________________________ Dated: _______________, 2000
(Number of Shares)
___________________________ ________________________________
(Please Print Your Name) (Signature of Shareholder)
___________________________ ________________________________
(Please Print Your Name) (Signature of Shareholder)
(Please date this Proxy and sign your name as it appears on the
stock certificates. Executors, administrators, trustees, etc., should give their
full titles. All joint owners should sign.)
I do [ ] do not [ ] expect to attend the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, AND MAY BE
REVOKED BY THE SHAREHOLDER DELIVERING IT PRIOR TO ITS EXERCISE BY FILING WITH
THE CORPORATE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A
DULY EXECUTED PROXY BEARING A LATER DATE OR BY APPEARING AND VOTING IN PERSON AT
THE MEETING.
