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
ECB BANCORP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ECB BANCORP, INC.
POST OFFICE BOX 337
ENGELHARD, NORTH CAROLINA 27824
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
NOTICE is hereby given that the 2000 Annual Meeting of Shareholders of ECB
Bancorp, Inc. ("Bancorp") will be held at The Lodge at Lake Mattamuskeet, New
Holland, North Carolina, at 11:00 a.m. on Wednesday, April 19, 2000.
The purposes of the meeting are:
1. ELECTION OF DIRECTORS. To elect four directors of Bancorp for terms
of three years or until their respective successors are duly elected
and qualified;
2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS. To
consider a proposal to ratify the appointment of KPMG LLP as
Bancorp's independent public accountants for 2000; and,
3. OTHER BUSINESS. To transact any other business that may be properly
presented for action at the Annual Meeting.
YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, TO ENSURE
THE PRESENCE OF A QUORUM, ALL SHAREHOLDERS, EVEN IF THEY PLAN TO ATTEND THE
MEETING, ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED APPOINTMENT OF
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. RETURNING A SIGNED
APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE
ANNUAL MEETING AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Arthur H. Keeney III
-------------------------------------
ARTHUR H. KEENEY III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MARCH 20, 2000
<PAGE>
ECB BANCORP, INC.
POST OFFICE BOX 337
ENGELHARD, NORTH CAROLINA 27824
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of ECB Bancorp, Inc. ("Bancorp") of appointments of proxy
in the enclosed form for use at the Annual Meeting of Bancorp's shareholders
(the "Annual Meeting") and at any adjournments thereof. The Annual Meeting will
be held at The Lodge at Lake Mattamuskeet, New Holland, North Carolina, at 11:00
a.m. on Wednesday, April 19, 2000. This Proxy Statement is being mailed to
Bancorp's shareholders on or about March 20, 2000.
APPOINTMENT AND VOTING OF PROXIES
Persons named in the enclosed appointment of proxy to represent
shareholders as proxies at the Annual Meeting (the "Proxies") are Gary M. Adams,
Arthur H. Keeney III, and J. Dorson White, Jr. Shares represented by each
appointment of proxy which is properly executed and returned, and not revoked,
will be voted by the Proxies in accordance with the directions contained
therein. If no directions are given, those shares will be voted by the Proxies
"FOR" the election of each of the four nominees for director named in Proposal 1
and "FOR" Proposal 2. If, at or before the time of the Annual Meeting, any
nominee named in Proposal 1 has become unable or unwilling to serve as a
director for any reason, the Proxies will have the discretion to vote for a
substitute nominee named by the Board of Directors. On any other matters that
may properly be presented for action at the Annual Meeting, the enclosed form of
appointment of proxy will authorize the Proxies to vote in accordance with their
best judgment.
REVOCATION OF APPOINTMENT OF PROXY
Any shareholder who executes an appointment of proxy may revoke it at any
time before it is exercised by filing with Bancorp's Secretary either a written
instrument revoking it or a duly executed appointment of proxy bearing a later
date, or by attending the Annual Meeting and announcing his or her intention to
vote in person.
EXPENSES OF SOLICITATION
Bancorp will pay all costs of the solicitation of appointments of proxy
for the Annual Meeting, including costs of preparing, assembling and mailing
this Proxy Statement. In addition to solicitation by mail, appointments of proxy
may be solicited personally or by telephone by directors, officers and employees
of Bancorp and its bank subsidiary, The East Carolina Bank (the "Bank").
RECORD DATE
The close of business on March 9, 2000, has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. Only shareholders of record on the Record
Date will be eligible to vote on the matters presented for action by
shareholders at the Annual Meeting.
<PAGE>
VOTING SECURITIES
Bancorp's voting securities are the shares of its common stock, $3.50 par
value per share, of which 2,120,654 shares were outstanding on the Record Date.
At the Annual Meeting, each shareholder will be entitled to one vote for each
share held of record on the Record Date for each director to be elected and on
each other matter submitted for voting.
VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL
In the election of directors, the four nominees receiving the highest
numbers of votes will be elected. For approval of Proposal 2, votes cast
favoring approval must exceed the votes cast against the proposal. As long as a
quorum is present, abstentions and broker non-votes will have no effect in the
voting at the Annual Meeting. Shareholders may not vote cumulatively in the
election of directors.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table describes the beneficial ownership of Bancorp's common
stock as of the Record Date by its current directors, nominees for election as
directors, and Chief Executive Officer, individually, and by all current
directors and executive officers as a group. As of the Record Date, C. Gilbert
Gibbs (who is included in the table) was the only person known to management of
Bancorp to beneficially own more than 5% of its common stock.
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- ---------------- ------------------------ ---------
George T. Davis, Jr............ 22,044 1.04%
C. Gilbert Gibbs............... 480,666 22.67%
Gregory C. Gibbs............... 5,778 .27%
John F. Hughes, Jr............. 2,200 .10%
Arthur H. Keeney III........... 5,700 .27%
J. Bryant Kittrell III......... 6,300 .30%
Joseph T. Lamb, Jr............. 20,008 .94%
B. Martelle Marshall........... 1,932 .09%
Robert L. Mitchell............. 3,526 .17%
R. S. Spencer, Jr.............. 72,063 3.40%
Ray M. Spencer................. 7,923 .37%
All current directors and executive
officers as a group (14 persons) 634,198 29.91%
(1) Except as otherwise noted, the individuals named and included in the group
exercise sole voting and investment power with respect to all shares.
Certain individuals named and included in the group exercise shared voting
and investment powers with respect to the following numbers of shares:
George T. Davis, Jr. - 6,993 shares; C. Gilbert Gibbs - 74,835 shares;
Gregory C. Gibbs - 978 shares; J. Bryant Kittrell III - 900 shares; Joseph
T. Lamb, Jr. - 7,740 shares; B. Martelle Marshall - 741 shares; Robert L.
Mitchell - 2,191 shares; R. S. Spencer, Jr. - 19,922 shares; and all
current directors and executive officers as a group - 114,300 shares.
Certain individuals named and included in the group exercise sole voting
power only with respect to the following numbers of shares representing
unvested restricted stock awards pursuant to Bancorp's Omnibus Stock
Ownership and Long Term Incentive Plan: Arthur H. Keeney III - 1,500
shares, and all current directors and executive officers as a group -
3,300 shares. Shares listed for Gregory C. Gibbs and C. Gilbert Gibbs
include 828 shares which are included in each of their totals but which
are counted only once in the shares listed for the group.
2
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Bancorp's directors and executive officers are required by Federal law to
file reports with the Securities and Exchange Commission regarding the amount of
and changes in their beneficial ownership of Bancorp's common stock. Based on
its review of copies of those reports, Bancorp's proxy statement each year is
required to disclose failures to report shares beneficially owned or changes in
such beneficial ownership, or to timely file required reports, during the
previous fiscal year. Based solely on its review of filed reports, to the
knowledge of Bancorp's management there were no such failures to file required
reports during 1999.
PROPOSAL 1: ELECTION OF DIRECTORS
Bancorp's Bylaws provide for a Board of Directors composed of not less
than nine nor more than 15 members and authorize the Board of Directors to set
and change the number of directors from time to time within the above limits.
The Board of Directors is divided into three classes and directors are elected
to staggered three-year terms. Each year, the terms of the directors in one
class expire and directors in that class are elected for new three-year terms.
NOMINEES. The number of Bancorp's directors currently is set at eleven.
The terms of the following four current directors expire at the Annual Meeting
and each of them has been nominated by the Board of Directors for reelection at
the Annual Meeting to new three-year terms as directors.
<TABLE>
<CAPTION>
Position(s)
with Bancorp First Principal occupation
NAME AND AGE and Bank elected (1) and business experience
-------------- ---------- ----------- ------------------------
<S> <C> <C> <C>
George T. Davis, Jr. (2) Vice Chairman 1979 Attorney, Davis & Davis, Swan Quarter, NC
(45)
Gregory C. Gibbs (3) Director 1994 Financial Planner, Piedmont Carolinas Group, LLC
(39) (since 1999); previously, student, NC State University,
Raleigh, NC (1996-1999), and Manager, C. G. Gibbs
Hardware (hardware store), Engelhard, NC (1979-1995)
John F. Hughes, Jr. Director 1996 Resident Manager, North Carolina Power (utility
(54) company), Manteo, NC
Robert L. Mitchell Director 1981 Retired Magistrate (since 1995); Owner of Mitchell's
(83) Barber Shop, Columbia, NC
</TABLE>
(1) Each person first became a director of Bancorp during 1998 in connection
with Bancorp's organization as the Bank's holding company and previously
had served as a director of the Bank. The term "First elected" refers to
the year in which each individual first took office as a director of the
Bank.
(2) Mr. Davis provided legal services to Bancorp and the Bank during 1999 and
is expected to continue to do so during 2000.
(3) Gregory C. Gibbs is the son of incumbent director C. Gilbert Gibbs.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
FOUR NOMINEES FOR DIRECTOR NAMED ABOVE. IN THE ELECTION OF DIRECTORS, THE FOUR
NOMINEES RECEIVING THE HIGHEST NUMBERS OF VOTES WILL BE ELECTED.
3
<PAGE>
INCUMBENT DIRECTORS. The following table contains information about the
remaining seven directors of Bancorp whose terms extend beyond the date of the
Annual Meeting.
<TABLE>
<CAPTION>
Position(s) First elected/
with Bancorp current term Principal occupation
NAME AND AGE and Bank expires (1) and business experience
-------------- ------------ --------------- ------------------------
<S> <C> <C> <C>
C. Gilbert Gibbs (2) Director 1983 / 2002 Owner, C. G. Gibbs Hardware (hardware store) and
(76) Darkwood Farms (farming operations), Engelhard, NC
Arthur H. Keeney III President, Chief 1995 / 2001 Executive officer of Bancorp and the Bank (Mr. Keeney's
(56) Executive Officer previous business experience is described in his listing as
and Director an executive officer below.)
J. Bryant Kittrell III Director 1990 / 2002 President, Kittrell & Associates, Inc. (real estate
(48) development and sales), Greenville, NC
Joseph T. Lamb, Jr. Director 1981 / 2001 President, Joe Lamb, Jr. & Associates, Inc. (real
(66) estate sales and rentals), Nags Head, NC
B. Martelle Marshall Director 1993 / 2002 Co-owner and operator, Martelle's Restaurant,
(50) Engelhard, NC (since 1997); previously conducted
farming operations
Ray M. Spencer Director 1974 / 2001 Retired farmer, Scranton, NC
(77)
R. S. Spencer, Jr. Chairman 1963 / 2002 President, R. S. Spencer, Inc. (retail merchant),
(59) Engelhard, NC
</TABLE>
- ------------
(1) Each person first became a director of Bancorp during 1998 in connection
with Bancorp's organization as the Bank's holding company and previously
had served as a director of the Bank. The term "First elected" refers to
the year in which each individual first took office as a director of the
Bank.
(2) C. Gilbert Gibbs is the father of Gregory C. Gibbs, who is a nominee for
election as a director.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Each director of Bancorp also serves as a director of the Bank. During
1999, Bancorp's Board of Directors met ten times, and the Bank's Board of
Directors met twelve times. Each director attended 75% or more of the aggregate
number of meetings of the Boards of Directors and any committees on which he
served.
Bancorp's and the Bank's Boards of Directors have several standing
committees, including a joint Executive Committee, a joint Audit Committee, and
a joint Compensation/Incentive Committee.
The Executive Committee may act, between meetings of the Boards of
Directors, with all the authority of the full Boards, and also acts as a
nominating committee for Bancorp by making recommendations to the Board of
Directors regarding nominees for election as directors. Bancorp's Board of
Directors makes all final determinations regarding the selection of nominees.
The current members of the Committee are Arthur H. Keeney III - Chairman, George
T. Davis, Jr., C. Gilbert Gibbs, J. Bryant Kittrell, III, and R. S. Spencer, Jr.
The Committee met once during 1999 in its capacity as a nominating committee. In
making its recommendations to the Board of Directors, the Committee will
consider candidates recommended by shareholders. Any such recommendation should
be made in writing and include a statement of the candidate's qualifications to
serve as a director.
4
<PAGE>
The Audit Committee reviews reports of annual audits by Bancorp's
independent auditors and examinations of Bancorp and the Bank by their
regulators, and monitors the results of the Bank's internal audit programs. The
current members of the Committee are J. Bryant Kittrell III -- Chairman, Gregory
C. Gibbs, John F. Hughes, Jr., B. Martelle Marshall, and R. S. Spencer, Jr. The
Committee met six times during 1999.
The Compensation/Incentive Committee evaluates and makes recommendations
to the Board of Directors with respect to the compensation and benefits of the
Bank's officers and employees. The Committee also administers Bancorp's Omnibus
Stock Ownership and Long Term Incentive Plan. The current members of the
Committee are George T. Davis, Jr.-- Chairman, C. Gilbert Gibbs, J. Bryant
Kittrell III, and R. S. Spencer, Jr. The Committee met once during 1999.
DIRECTOR COMPENSATION
The Bank pays each of its directors a fee of $500 for each Board meeting
attended, and members of committees of the Boards of Directors receive a fee of
$250 for each committee meeting attended ($400 for the Executive Committee). In
addition, the Chairman is paid an annual retainer of $3,000 in consideration of
the additional duties and responsibilities associated with his position. All
directors are reimbursed for travel expenses incurred in attending Board and
committee meetings. Directors do not receive any additional compensation for
their service as members of Bancorp's Board of Directors. Directors who also are
employees of the Bank do not receive any fees for their services as directors.
EXECUTIVE OFFICERS
ARTHUR H. KEENEY III, age 56, serves as President and Chief Executive
Officer of Bancorp and the Bank and has been employed by the Bank since 1995.
Prior to his employment with the Bank, Mr. Keeney served as Vice President and
General Manager of OMG Co. (manufacturer of telecommunications and electronic
training devices), Baltimore, Maryland (1994-1995), as a Recruiting Consultant
with Don Richards and Associates, Inc. (executive recruiters), Baltimore,
Maryland (1993-1994), as Executive Director, American Foundation for Urologic
Disease, Baltimore, Maryland (1991-1993), and as Executive Vice President of
Signet Bank, Richmond, Virginia (1983-1991).
J. DORSON WHITE, JR., age 49, serves as Executive Vice President and
Branch Administrator of the Bank. He has been employed by the Bank since 1989.
GARY M. ADAMS, age 46, serves as Senior Vice President and Chief Financial
Officer of Bancorp and the Bank. He has been employed by the Bank since 1981.
WILLIAM F. PLYLER II, age 56, serves as Senior Vice President and Chief
Credit Officer and has been employed by the Bank since 1995. Mr. Plyler
previously served as Vice President in the Credit Policy Division of Southern
National Bank, Winston-Salem, North Carolina (1993-1995), and he has held
various positions in Lending and Credit Administration with Wachovia Bank of
North Carolina, N.A. (1966-1993).
5
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the cash and certain other compensation paid to
or received or deferred by Bancorp's and the Bank's Chief Executive Officer for
the years indicated. Bancorp's officers are compensated by the Bank for their
services as officers of the Bank, and they receive no salaries or other cash
compensation from Bancorp for their services as officers of Bancorp.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG TERM COMPENSATION
----------------------- -----------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($)(2) ($) ($)(3) (#)(4) ($)(5)
- -------------------- ------- -------- -------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Arthur H. Keeney III (6) 1999 130,000 21,450 16,822 -0- 16,673
President and 1998 112,001 28,000 -0- 4,422 15,558
Chief Executive Officer 1997 103,599 26,880 -0- -0- 14,939
</TABLE>
(1) In addition to compensation paid in cash, Bancorp's and the Bank's
executive officers receive certain personal benefits. The value of
non-cash benefits received each year by Mr. Keeney did not exceed 10% of
his cash compensation for that year.
(2) Includes amounts of salary deferred at Mr. Keeney's election pursuant to
the Bank's Section 401(k) plan.
(3) Reflects the value at the date of grant of 1,500 restricted shares of
common stock awarded during 1999 pursuant to Bancorp's Omnibus Stock
Ownership and Long Term Incentive Plan (the "Omnibus Plan"). The value of
those shares at December 31, 1999, was $14,250. Following the date of
grant, the award becomes vested with respect to 25% of the shares at the
end of three years and with respect to an additional 35% and 40% of the
shares at the end of fourth and fifth year, respectively. Cash dividends
are paid on the shares during the vesting period at the same rate at which
they are paid on other outstanding shares of Bancorp's common stock.
(4) Reflects shares which are subject to stock options granted pursuant to the
Omnibus Plan. (See "Stock Options" below.)
(5) The amount reported for 1999 consists of $8,151 in premiums paid by the
Bank on an insurance policy used to fund a supplemental retirement plan
established by the Bank for Mr. Keeney, and $8,446 in contributions by the
Bank to the Section 401(k) plan for Mr. Keeney's account.
(6) Mr. Keeney serves as President and Chief Executive Officer of the Bank
pursuant to an employment agreement which provided for an initial term of
three years. At the end of each year, the term automatically is extended
for one additional year, subject to the Bank's option that the agreement
not be so extended. The agreement may be terminated by the Bank for
conduct constituting "cause" (as such term is defined in the agreement).
Under the agreement, Mr. Keeney is entitled to discretionary bonuses as
may be determined by the Board of Directors from time to time, and he has
agreed not to compete with the Bank in the areas in which it does business
following the termination of his employment. In the event that, following
a "change in control" of the Bank, Mr. Keeney's employment is terminated
without cause or his duties are substantially reduced relative to his
position prior to such transaction, he will be entitled to receive payment
of an amount equal to 2.99 times the average of his salary, cash bonus,
and incentive payments during the preceding three years.
STOCK OPTIONS
At the 1998 Annual Meeting, the Bank's shareholders approved the Bank's
Omnibus Stock Ownership and Long Term Incentive Plan (the "Omnibus Plan") which,
among other things, provided for the grant of options to purchase shares of the
Bank's common stock ("Stock Options"). Upon consummation of the reorganization
in which Bancorp became the Bank's parent holding company during July 1998 (the
"Reorganization"), Bancorp assumed the Omnibus Plan as its own.
During 1998, Stock Options were granted to certain officers of the Bank to
purchase an aggregate of 9,516 shares of the Bank's common stock at a price of
$12.50 per share (as adjusted in accordance with the terms of the Omnibus Plan
to reflect the three-for-one split in the Bank's common stock which was
effective July 22, 1998). Upon consummation of the Reorganization, all then
outstanding Stock Options previously granted by the Bank under the Omnibus Plan
were converted into Stock Options to purchase
6
<PAGE>
shares of Bancorp's common stock. The following tables contain information
regarding Stock Options currently held by Bancorp's Chief Executive Officer
under the Omnibus Plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END (2) OPTIONS AT FY-END (3)
SHARES --------------------- --------------------------
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ------------ -------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Arthur H. Keeney III (1) - -0- 4,422 - $ -0-(4)
</TABLE>
- ---------------
(1) No options were exercised during 1999.
(2) Numbers of shares have been adjusted in accordance with the terms of the
Omnibus Plan to give effect to the three-for-one stock split which was
effective on July 22, 1998.
(3) Reflects the amount by which the aggregate market value of the underlying
shares exceeded the aggregate exercise price of the option on December 31,
1999.
(4) At December 31, 1999, the market value of the underlying shares was less
than the exercise price of the option.
TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of its business with certain of its directors, executive
officers, and their associates. All loans included in such transactions were
made on substantially the same terms, including interest rates, repayment terms
and collateral, as those prevailing at the time such loans were made for
comparable transactions with other persons, and those loans did not involve more
than the normal risk of collectibility or present other unfavorable features.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
Bancorp's current independent certified public accounting firm, KPMG LLP,
has been reappointed by the Board of Directors to serve as Bancorp's independent
accountants for 2000, and a proposal to ratify that appointment will be
submitted for voting by shareholders at the Annual Meeting. Representatives of
KPMG LLP are expected to attend the Annual Meeting and be available to respond
to appropriate questions, and they will have the opportunity to make a statement
if they desire to do so.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
TO BE APPROVED, THE NUMBER OF VOTES CAST IN PERSON AND BY PROXY AT THE ANNUAL
MEETING IN FAVOR OF THIS PROPOSAL MUST EXCEED THE NUMBER OF VOTES CAST AGAINST
IT.
OTHER MATTERS
The Board of Directors knows of no other business that will be brought
before the Annual Meeting. However, should other matters properly be presented
for action at the Annual Meeting, the Proxies, or their substitutes, will be
authorized to vote shares represented by appointments of proxy according to
their best judgment.
7
<PAGE>
PROPOSALS FOR 2001 ANNUAL MEETING
It is anticipated that the 2001 Annual Meeting will be held during April
2001. Any proposal (other than nominations for director) of a shareholder which
is intended to be presented for action at the 2001 Annual Meeting must be
received by Bancorp in writing at its main office in Engelhard, North Carolina,
no later than November 20, 2000, to be considered timely received for inclusion
in the proxy statement and form of appointment of proxy distributed by Bancorp
in connection with that meeting. In order for such a proposal to be included in
Bancorp's proxy materials for a particular meeting, the person submitting it
must own, beneficially or of record, at least 1% or $2,000 in market value of
shares of Bancorp's common stock entitled to be voted on that proposal at the
meeting and must have held those shares for a period of at least one year and
continue to hold them through the date of the meeting. Also, the proposal and
the shareholder submitting it must comply with certain other eligibility and
procedural requirements contained in rules of the Securities and Exchange
Commission.
Written notice of other shareholder proposals intended to be presented at
the 2001 Annual Meeting (proposals which are not intended to be included in
Bancorp's proxy statement and form of appointment of proxy) must be received by
Bancorp at its main office in Engelhard, North Carolina, no later than February
3, 2001, in order for such proposals to be considered timely received for
purposes of the Proxies' discretionary authority to vote on other matters
presented for action by shareholders at that meeting.
ADDITIONAL INFORMATION
Bancorp is subject to the reporting requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission, including, without
limitation, proxy statements, annual reports and quarterly reports.
A COPY OF BANCORP'S 1999 ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED WITHOUT CHARGE UPON THE
WRITTEN REQUEST OF ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO GARY M. ADAMS, CHIEF FINANCIAL
OFFICER, ECB BANCORP, INC., POST OFFICE BOX 337, ENGELHARD, NORTH CAROLINA
27824.
MARCH 20, 2000
8
<PAGE>
ECB BANCORP, INC.
POST OFFICE BOX 337
ENGELHARD, NORTH CAROLINA 27824
APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur H. Keeney III, Gary M. Adams, and
J. Dorson White, Jr., or any of them, as proxies (the "Proxies"), with full
power of substitution, to vote the shares of the common stock of ECB Bancorp,
Inc. ("Bancorp") held of record by the undersigned on March 9, 2000, at the
Annual Meeting of Shareholders of Bancorp (the "Annual Meeting") to be held at
The Lodge at Lake Mattamuskeet, New Holland, North Carolina, at 11:00 a.m. on
Wednesday, April 19, 2000, and at any adjournments thereof. The undersigned
hereby directs that the shares represented by this appointment of proxy be voted
as follows on the proposals listed below:
1. ELECTION OF DIRECTORS: Proposal to elect four directors of Bancorp for
three-year terms or until their successors are duly elected and qualified.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as indicated otherwise for all nominees listed below
on the line below)
NOMINEES: George T. Davis, Jr.; Gregory C. Gibbs; John F. Hughes, Jr.;
and Robert L. Mitchell.
INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), write the nominee's name(s) on the line below.
- --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT ACCOUNTANTS: Proposal
to ratify the appointment of KPMG LLP as Bancorp's independent accountants
for 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. OTHER BUSINESS: On such other matters as may properly be presented for
action at the Annual Meeting, the Proxies are authorized to vote the
shares represented by this appointment of proxy in accordance with their
best judgment.
PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE AND
RETURN IT TO BANCORP IN THE ENVELOPE PROVIDED.
<PAGE>
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS
DIRECTED ABOVE. IN THE ABSENCE OF ANY DIRECTION, THE PROXIES WILL VOTE THE
SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY FOR THE ELECTION OF EACH NOMINEE
NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2. IF, AT OR BEFORE THE TIME OF THE ANNUAL
MEETING, ANY NOMINEE LISTED IN PROPOSAL 1 HAS BECOME UNABLE OR UNWILLING TO
SERVE AS A DIRECTOR FOR ANY REASON, THE PROXIES ARE AUTHORIZED TO VOTE FOR A
SUBSTITUTE NOMINEE NAMED BY THE BOARD OF DIRECTORS. THIS APPOINTMENT OF PROXY
MAY BE REVOKED BY THE HOLDER OF THE SHARES TO WHICH IT RELATES AT ANY TIME
BEFORE IT IS EXERCISED BY FILING WITH THE SECRETARY OF BANCORP A WRITTEN
INSTRUMENT REVOKING IT OR A DULY EXECUTED APPOINTMENT OF PROXY BEARING A LATER
DATE, OR BY ATTENDING THE ANNUAL MEETING AND ANNOUNCING HIS OR HER INTENTION TO
VOTE IN PERSON.
DATED:______________________________, 2000
--------------------------------------------
SIGNATURE
--------------------------------------------
JOINT SIGNATURE (IF SHARES ARE HELD JOINTLY)
Instruction: Please sign above exactly as
your name appears on this appointment of
proxy. Joint owners of shares should both
sign. Fiduciaries or other persons signing
in a representative capacity should indicate
the capacity in which they are signing.
IMPORTANT: TO INSURE THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING, PLEASE SEND
IN YOUR APPOINTMENT OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND. EVEN IF YOU SEND
IN YOUR APPOINTMENT OF PROXY, YOU WILL BE ABLE TO VOTE IN PERSON AT THE ANNUAL
MEETING IF YOU SO DESIRE.
