<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant [_]
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
Pacific Continental Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 12a-6(i)(1) 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:
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(4) Date Filed:
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<PAGE>
[LETTERHEAD OF PACIFIC CONTINENTAL CORPORATION]
TO OUR SHAREHOLDERS:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders
of Pacific Continental Corporation which will be held at 7:30 p.m. on Tuesday,
April 25, 2000, at Pacific Continental Bank's Olive Street Office, 111 West 7th
Avenue, Eugene, Oregon.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend the meeting, you are requested to complete, date, sign
and return your Proxy in the return envelope provided.
Sincerely,
/s/ J. Bruce Riddle
March 20, 2000 J. BRUCE RIDDLE
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that pursuant to call of its directors, the regular
Annual Meeting of the Shareholders of Pacific Continental Corporation
("Company") will be held at 111 West 7th Avenue, Eugene, Oregon, on Tuesday,
April 25, 2000, at 7:30 p.m., for the purpose of considering and voting upon the
following matters:
1. ELECTION OF DIRECTORS: Electing three persons to serve as Class 1
directors, each to serve a three-year term or until their successors are
elected and qualified.
2. WHATEVER OTHER BUSINESS may properly be brought before the meeting or any
adjournment thereof.
Only those shareholders of record at the close of business on March 15,
2000, will be entitled to notice of the meeting and to vote at the meeting.
By Order of the Board of Directors
/s/ Bruce Riddle
Eugene, Oregon J. BRUCE RIDDLE
March 20, 2000 President and
Chief Executive Officer
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. IF YOU DO ATTEND THE MEETING,
YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
ITS EXERCISE.
<PAGE>
PACIFIC CONTINENTAL CORPORATION
111 West 7th Avenue P.O. Box 10727
Eugene, OR 97401 Eugene, Oregon 97440-2727
PROXY STATEMENT
For Annual Meeting of Shareholders
to be held on April 25, 2000
INTRODUCTION
This Proxy Statement and the accompanying Proxy are furnished to the
shareholders of the Company in connection with the solicitation of proxies by
the Board of Directors of the Company for use at it's Annual Meeting of
Shareholders to be held on Tuesday, April 25, 2000, and any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders. The date of this Proxy Statement is March 15, 2000. This Proxy
Statement and the accompanying Proxy and Notice of Annual Meeting were first
mailed to shareholders on or about March 20, 2000.
GENERAL INFORMATION
Purpose of the Meeting
The purpose of the meeting is to:
. Elect three persons to serve as directors of the Company, to serve
three-year terms.
Record Ownership; Quorum
Shareholders of record as of the close of business on March 15, 2000, are
entitled to one vote for each share of common stock of Pacific Continental
Corporation ("Common Stock") then held. As of March 15, 2000, the Company had
4,575,683 shares of Common Stock issued and outstanding. The presence, in person
or by proxy, of at least a majority of the total number of outstanding shares of
Common Stock entitled to vote is necessary to constitute a quorum at the Annual
Meeting. Abstentions will be counted as shares present and entitled to vote at
the Annual Meeting for purposes of determining the existence of a quorum. Broker
nonvotes will not be considered shares present and will not be included in
determining whether a quorum is present.
Solicitation of Proxies
The Board of Directors solicits proxies so that each shareholder has the
opportunity to vote on the proposal to be considered at the Annual Meeting. In
addition to the use of the mail, proxies may be solicited by personal interview
or telephone by directors, officers and employees of the Company or its bank
subsidiary, Pacific Continental Bank ("Bank"). It is not expected that
compensation will be paid for the solicitation of proxies.
When a Proxy card is returned properly signed and dated, the shares
represented by the Proxy will be voted in accordance with the instructions on
the Proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees.
1
<PAGE>
Voting of Proxies by Record Holder
Shareholders who execute Proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed to
the Secretary of the Company or by filing a later Proxy prior to a vote being
taken at the Annual Meeting. Attendance at the Annual Meeting will not
automatically revoke a Proxy, but a shareholder in attendance may request a
ballot and vote in person, thereby revoking a prior granted Proxy.
Voting of Proxies by Beneficial Holder
If your shares of the Company Common Stock are held by a bank, broker or
other holder of record, you will need proof of ownership to be admitted to the
meeting. A recent brokerage statement or a letter from your bank or broker is
examples of proof of ownership. If you are a beneficial owner of Common Stock
and want to vote your shares in person, you must obtain a Proxy in your name
from your bank, broker or other holder of record in order to vote at the Annual
Meeting.
Voting for Directors
The three nominees for election as directors at the Annual Meeting who
receive the highest number of affirmative votes will be elected. Shareholders
are not permitted to cumulate their votes for the election of directors. Votes
may be cast for or withheld from the directors as a group, or for each
individual nominee. Votes that are withheld and broker non-votes will have no
effect on the outcome of the election because directors will be elected by a
plurality of votes cast.
Nominations for Directors
Nominations may be made in accordance with the prior notice provisions
contained in the Company's bylaws. These notice provisions require that a
shareholder provide the Company with written notice not less than ten (10) nor
more than fifty (50) days prior to any meeting of shareholders called for the
election of directors (or if less than twenty-one (21) days notice is given to
shareholders, within seven (7) days from the date the notice of meeting, was
mailed).
2
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the number of
directors will be not less than six (6), with the specific number of directors
to be fixed in the Company's Bylaws. The Company's Bylaws currently provide for
a board of nine (9) directors. The Company's Articles of Incorporation require
that the terms of the directors be staggered so that approximately one-third of
the total number of directors is elected each year.
The directors being nominated for election at the 2000 Annual Meeting are:
Messrs. Robert A. Ballin, Donald A. Bick and Ronald F. Taylor. These nominees
will be elected for a three-year term, until their successors have been elected
and qualified.
The Board of Directors recommends that you vote FOR the nominees to be
elected as directors.
If any of the nominees should refuse or be unable to serve, your Proxy will
be voted for such persons as are designated by the Board of Directors to replace
any such nominee. The Board of Directors presently has no knowledge that any
nominee will refuse or be unable to serve.
Nominees and Continuing Directors
The following table sets forth certain information with respect to the
nominees for director (Messrs. Robert A. Ballin, Donald A. Bick and Ronald F.
Taylor) and the continuing directors of the Company. The table includes the
directors' ages and their principal occupations during the past five years. Each
of the nominees is presently a director of the Company and the Bank. The table
also indicates the number of shares of common stock beneficially owned by each
individual on December 31, 1999, and the percentage of common stock outstanding
on that date that the person's holdings represented. However, where beneficial
ownership was less than one percent of all outstanding shares, the percentage is
not reflected in the table.
<TABLE>
<CAPTION>
Percentage of
Common Stock
Principal Occupation Beneficially
Name, Age and of Director During Owned as of
Tenure as Director Last Five Years December 31, 1999
- ------------------------- ------------------------------------------------- ------------------------
(1) (2)
<S> <C> <C>
Nominees for Director for Three-Year Term Expiring 2003
Robert A. Ballin, 58 President and CEO of Willis 215,195
Since 1980 Corporation of Eugene (4.52%)
Donald A Bick, 64 Attorney, Bick & Monte 49,928 (3)
Since 1972 (1.05%)
Ronald F. Taylor, 63 General Manager, Willamette 16,960 (4)
Since 1973 Graystone, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Common Stock
Principal Occupation Beneficially
Name, Age and of Director During Owned as of
Tenure as Director Last Five Years December 31, 1999
- ------------------------- ------------------------------------------------- ------------------------
(1) (2)
<S> <C> <C>
Directors with Term Expiring 2001
Larry G. Campbell, 59 President, L.G. Campbell Company; Inc. 32,487
Since 1982 Campbell Commercial Real Estate
James W. Putney, 60 Private Investor; VP and GM of KVAL 29,591 (5)
Since 1989 Television
J. Bruce Riddle, 55 President and CEO of Pacific Continental 303,928 (6)
Since 1980 Bank (6.38%)
Directors with Term Expiring 2002
Michael S. Holcomb, 56 Owner, Berjac of Oregon; Manager & 64,563 (7)
Since 1997 Partner Berjac Portland and Denver (1.36%)
Donald G. Montgomery, 60 Executive Vice President, Timber 10,044
Since 1996 Products, Co.
Kevin G. Murphy, 58 Chairman of Pacific Continental Bank; 433,854 (8)
Since 1972 Vice President and Owner, Murphy Co. (9.11%)
</TABLE>
1. Shares held directly with sole voting and sole investment power, unless
otherwise indicated.
2. Includes shares that could be acquired within 60 days by the exercise of
stock options as follows: Ballin 4,125 shares; Bick 4,125 shares, Campbell
4,125 shares; Murphy 4,125 shares; Putney 4,125 shares; Riddle 11,688
shares; and Taylor 4,125 shares.
3. Includes 5,121 shares held as custodian for grandchildren, and 716 shares
held by spouse.
4. Includes 2,925 shares held by spouse.
5. Includes 1,200 shares held as custodian for children.
6. Includes 51,285 shares held by spouse.
7. Includes 8,293 shares held jointly with adult sons.
8. Includes 4,510 shares held by spouse and 1,000 shares as trustee for a
minor child.
INFORMATION REGARDING THE BOARD OF
DIRECTORS AND ITS COMMITTEES
The following sets forth information concerning the Board of Directors and
Committees of the Company and the Bank during the fiscal year ended December 31,
1999.
Board of Directors
The Company held 6 Board meetings and the Bank held 13 Board meetings in
1999. Each director attended at least 75% percent of the aggregate of (i) the
total number of meetings of the Boards of Directors, and (ii) the total number
of meetings held by all committees on which he served.
4
<PAGE>
Certain Committees of the Board of Directors
The Bank Board has established an Audit Committee, a Compensation Committee
and an Executive Committee. When the need arises the full Board serves as the
Nominating Committee. The committees of the Bank also act as the committees for
the Company.
Audit Committee. The function of the Audit Committee includes reviewing the
plan, scope, and audit results of the independent auditors, as well as reviewing
and approving the services of the independent auditors. The Audit Committee
reviews or causes to be reviewed the reports of bank regulatory authorities and
reports its conclusions to the Board. The Audit Committee also reviews
procedures with respect to the records and business practices of the Company and
Bank, and reviews the adequacy and implementation of the internal auditing,
accounting and financial controls. The Committee held four meetings during the
year. For 1999, members of the Audit Committee consisted of Messrs. Bick
(Chairman), Montgomery, Murphy, Putney and Riddle.
Compensation Committee. The Compensation Committee met twice to review and
approve the retirement and benefit plans, and to determine the salary and
incentive compensation for Mr. Riddle and certain other executive officers. For
1999, members of the Compensation Committee consisted of Messrs. Montgomery
(Chairman), Holcomb, Riddle, and Taylor. However, Mr. Riddle, who is the
President and CEO of the Bank, did not participate in the Committee's or Board's
action on his compensation.
Executive Committee. The main functions of the Executive Committee are (i)
to establish the agenda for the Board meetings, (ii) to receive reports from the
executive officers regarding their activities and the implementation of the
Company's business plan, and (iii) to ensure the Company and Bank are
appropriately meeting the goals and that the strategic planning process is being
followed. The committee held one meeting during the year. For 1999, members of
the Executive Committee consisted of Messrs. Murphy (Chairman), Ballin,
Montgomery, Putney and Riddle.
Compensation of Directors
Director Fees. Pursuant to the Bank's Bylaws, the Bank has an established
program for director compensation in which each director of the Bank receives a
fee of $1,000 for the first regularly scheduled meeting and $75 for each
committee meeting attended. The Chairman of the Board receives $1,100 for the
first regularly scheduled meeting and $100 for each committee meeting attended.
Effective January 1, 2000, the fee for attending regularly scheduled meetings
was changed to $1,150 for each director and $1,265 for the Chairman of the
Board.
In addition to their directors' fees, directors participate in an incentive
bonus program. The program provides that directors may receive an annual bonus
of between $1,000 and $9,000, determined by the Bank's return on average assets.
For 1999, the bonus program resulted in payments of $6,000 to each director, a
total expenditure of $54,000.
5
<PAGE>
Directors' Stock Option Plan. The Company maintains Director Stock Option
Plans ("DSOP") for the benefit of non-employee directors. The DSOP authorize the
non-employee directors of the Board to administer the DSOP and to grant
nonqualified stock options to non-employee directors of the Company. The DSOP
provides that the exercise price of options granted under the DSOP must be not
less than the greater of (i) 100% of the fair market value; or (ii) the net book
value of such stock on the date of the grant. All options granted under the DSOP
expire not more than ten years from the date of grant.
From time to time, the DSOP is amended or a new plan is adopted to provide
for additional shares. In 1999, the Board adopted and the shareholders approved
a new Director Stock Option Plan ("1999 DSOP"), providing for the grant of up to
100,000 shares of the Company's Common Stock. At December 31, 1999, 100,000
shares remained available for issuance under the 1999 DSOP, subject to
appropriate adjustments for any stock splits, stock dividends, or other changes
in the capitalization of the Company. No shares remain available for grant under
any of the other existing DSOP's.
EXECUTIVE COMPENSATION
The following table sets forth the compensation received by the Chief
Executive Officer and the four most highly compensated principal officers of the
Company, whose total compensation during the last fiscal year exceeded $100,000,
during the last three fiscal years. The Bank pays all compensation of the
executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
-------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------- ------------------------- ---------
Securities
Other Restricted Underlying All Other
Name and Principal Annual Stock Options/ LTIP Compensation
Position Year Salary (1) Bonus (2) Compensation (3) Awards SARs(#) Payouts (4)(5)(6)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Bruce Riddle, 1999 $243,650 $223,000 $0 $0 0 $0 $ 24,551
President and CEO 1998 $219,092 $186,500 $0 $0 1,000 $0 $ 23,893
1997 $215,295 $175,500 $0 $0 4,500 $0 $375,769
- ------------------------------------------------------------------------------------------------------------------------------------
Hal M. Brown 1999 $111,834 $ 74,000 $0 $0 0 $0 $ 19,581
Executive Vice 1998 $103,700 $ 74,000 $0 $0 1,000 $0 $ 19,439
President, Chief 1997 $ 95,069 $ 70,000 $0 $0 4,500 $0 $173,973
Operating Officer
- ------------------------------------------------------------------------------------------------------------------------------------
John M. Gyde, 1999 $ 98,938 $ 58,000 $0 $0 0 $0 $ 15,920
Executive Vice 1998 $ 94,290 $ 58,000 $0 $0 1,000 $0 $ 16,049
President, Senior Loan 1997 $ 89,449 $ 54,000 $0 $0 4,500 $0 $172,858
Officer
- ------------------------------------------------------------------------------------------------------------------------------------
T. Dean. Hansen, 1999 $ 83,069 $ 34,000 $0 $0 0 $0 $ 16,129
Senior Vice President 1998 $ 80,335 $ 34,000 $0 $0 1,000 $0 $ 16,287
Manager 1997 $ 77,030 $ 32,000 $0 $0 4,500 $0 $209,002
- ------------------------------------------------------------------------------------------------------------------------------------
Judy A. Thompson, 1999 $ 86,474 $ 45,000 $0 $0 0 $0 $ 14,928
Senior Vice President 1998 $ 80,701 $ 45,000 $0 $0 1,000 $0 $ 14,782
Manager 1997 $ 69,765 $ 40,000 $0 $0 4,500 $0 $ 64,531
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Includes director and committee fees paid to Mr. Riddle and Mr. Gyde during
1999, 1998 and 1997.
2. Includes director bonuses earned by Mr. Riddle.
3. Does not include amounts attributable to miscellaneous benefits received by
executive officers, including the use of company-owned automobiles and the
payment of certain club dues. In the opinion of management, the costs to
the Bank of
6
<PAGE>
providing such benefits to any individual executive officer during the year
ended December 31, 1999 did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.
4. Includes approximate contributions paid by the Bank during 1999 for the
benefit of Messrs. Riddle, Gyde, Brown, and Hansen and Ms. Thompson in the
amounts of $20,000, $11,368, $13,420, $9,968 and $10,377, respectively,
pursuant to the Bank's 401(k) Profit Sharing Plan.
5. Includes insurance premiums paid by the Bank during 1999 on behalf of
Messrs. Riddle, Gyde, Brown and Hansen and Ms. Thompson in the amounts of
$4,551, $4,551, $6,161, $6,161 and $4,551, respectively.
6. Includes option settlement paid in 1997 to Messrs. Riddle, Gyde, Brown,
Hansen and Ms. Thompson, as participants in the Bank's employee stock
option plans for amounts that were earned through stock splits and/or stock
dividends, but unpaid over the term of the plans. The amounts listed
represent the value of stock received as follows: $352,057 (21,510 shares),
$158,339 (9,674 shares), $156,694 (9,574 shares), $193,992 (11,852 shares)
and $51,960 (3,154 shares), respectively.
Stock Option Grants
There were no stock option grants during the year ended December 31, 1999.
Stock Option Exercises
The following table sets forth certain information concerning exercises of
stock options pursuant to the Company's stock option plans by the named
executive officers during the year ended December 31, 1999 and stock options
held at year-end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
==========================================================================================================================
Number of Value of
Unexercised Options at Unexercised Options at
Shares Year End Year End (2)
Acquired on Value ----------------------------------------------------------------
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Bruce Riddle 0 $ 0 11,688 0 $39,039 0
- --------------------------------------------------------------------------------------------------------------------------
Hal M. Brown 4,991 $43,347 11,688 0 $39,039 0
- --------------------------------------------------------------------------------------------------------------------------
John M. Gyde 4,991 $46,466 11,688 0 $39,039 0
- --------------------------------------------------------------------------------------------------------------------------
T. Dean. Hansen 6,187 $35,493 7,500 0 $22,790 0
- --------------------------------------------------------------------------------------------------------------------------
Judy A. Thompson 0 $ 0 11,688 0 $39,039 0
==========================================================================================================================
</TABLE>
1. For the purposes of the foregoing table the value realized is the
difference between the market price (at the time the option was exercised)
and the exercise price multiplied by the number of shares exercised.
2. On December 31, 1999, the estimated market price of the Common Stock was
$13.00. For purposes of the foregoing table, stock options with an exercise
price less than that amount are considered to be "in-the-money" and are
considered to have a value equal to the difference between this amount and
the exercise price of the stock option multiplied by the number of shares
covered by the stock option.
7
<PAGE>
401(k) Profit Sharing Plan
The Bank has a 401(k) Profit Sharing Plan ("401(k) Plan") covering
substantially all employees. An employee must be at least 18 years of age and
have one year of service with the Bank to be eligible for the 401(k) Plan
("Effective Date"). Under the 401(k) Plan, participants may defer a percentage
of their compensation, the dollar amount of which may not exceed the limit as
governed by law. At the discretion of the Board, the Bank may also elect to pay
a discretionary matching contribution equal to a percentage of the amount of the
salary deferral made by the participant. The 401(k) Plan provides that
contributions made are 100% vested immediately upon the participant's Effective
Date. The expense relating to the Bank's contributions for the year ended
December 31, 1999, was $344,387.
The Bank acts as the Plan Administrator of the 401(k) Plan. The 401(k)
Plan's trustees determine general investment options. The 401(k) Plan
participants make specific investment decisions.
Stock Option Plans
The Company maintains Incentive Stock Option Plans ("Plans") for the
benefit of employees of the Bank. A committee of non-employee directors of the
Board administers the Plans. Under the terms of the Plans, the committee may
grant employees of the Bank options in the form of "incentive" or "non-
qualified" stock options to purchase shares of the Company's Common Stock at a
purchase price of not less than the greater of (i) 100% of the fair market
value; or (ii) the net book value of such stock on the date of the grant (in the
case of an incentive stock option, the price may not be less than the fair
market value). The options have a term not exceeding ten years from the date the
option is granted.
From time to time, the Plans are amended or a new plan is adopted to
provide for additional shares. In 1999, the Board adopted and the shareholders
approved a new Incentive Stock Option Plan ("1999 Plan"). The 1999 Plan provides
for the grant of up to 500,000 shares of the Company's Common Stock. At December
31, 1999, 500,000 shares remained available for issuance under the 1999 Plan,
subject to appropriate adjustments for any stock splits, stock dividends, or
other changes in the capitalization of the Bank. No shares remain available for
grant under any of the other existing Plans.
Executive Severance Agreements
During 1997, the Bank entered into Executive Severance Agreements with
certain of its executive officers. Under these agreements, the executive is
entitled to receive severance payments in the event his or her employment is
terminated (i) voluntarily or involuntarily within three years after a change in
control (as defined); or (ii) involuntarily within two years prior to the
occurrence of a change in control. Under the terms of these agreements, Messrs.
Riddle and Hansen and Ms. Thompson would be eligible to receive a lump sum
payment equal to the executive's highest compensation received during any of the
most recent three calendar years prior to or simultaneous with, the change in
control; and Messrs. Brown and Gyde would be eligible to receive an amount equal
to one and one-half times the executive's highest compensation received during
any of the most recent three calendar years prior to or simultaneous with, the
change in control.
8
<PAGE>
Report on Executive Compensation
The following is a report of the non-employee members of the Compensation
Committee of the Board of Directors who are responsible for establishing and
administering the Bank's Executive Compensation Program. The following report
includes specific matters relating to compensation during the year 1999.
Compensation Philosophy and Objectives. The philosophy underlying the
development and administration of the Bank's annual and long-term compensation
plans is the alignment of the interests of executive management with those of
the shareholders. Key elements of this philosophy are:
* Establish compensation plans which deliver pay commensurate with the
Bank's performance, as measured by operating, financial and strategic
objectives,
* Provide significant equity-based incentives for executives to ensure
that they are motivated over the long-term to respond to the Bank's
business challenges and opportunities as owners, rather than just as
employees,
* Reward executives if shareholders receive an above-average return on
their investment over the long-term.
The objective for computing executive base salaries is to structure
salaries that are competitive within the marketplace. An incentive bonus is the
vehicle by which executives can earn additional compensation depending on
individual and Bank performance relative to certain annual objectives. The Bank
objectives are a combination of operating, financial and strategic goals (such
as loan and deposit levels, asset quality, earnings per share, operating income,
etc.) that are considered to be critical to the Bank's fundamental goal -
building shareholder value.
The Bank's current long-term incentive program consists of the 1999 Stock
Option Plan. Grants are considered at the then value of the Bank's Common Stock,
thereby providing an additional incentive for executives to build shareholder
value. Executives receive value from these grants if the Company's Common Stock
appreciates over the long-term. No options were granted in 1999.
Executive Compensation Committee
Donald G. Montgomery (Chairman)
Michael S. Holcomb
J. Bruce Riddle (President and CEO)
Ronald F. Taylor
Compensation Committee Interlocks and Insider Participation. Mr. J. Bruce
Riddle, the President and CEO of the Bank during 1999, serves as a member of the
Compensation Committee. Mr. Riddle does not vote on any matter affecting
compensation paid or awarded to him.
Bank Performance and Compensation. During 1999, the Bank achieved its
operating and financial goals of asset quality, earnings per share, and
operating income. Considering these accomplishments, which were not specifically
weighted, the Board awarded the Bank's President and Chief Executive, J. Bruce
Riddle, an incentive bonus payment.
9
<PAGE>
STOCK PERFORMANCE GRAPH
The following line graph and table compares the total cumulative
shareholder return on the Company's Common Stock, based on reinvestment of all
dividends, to the cumulative total returns of the Standard & Poor's S&P
Composite 500 Index ("SPX") and the NASDAQ Banking Index ("CBNK"). The graph
assumes $100 invested on December 31, 1994, in the Company's Common Stock and
each of the indices.
[LINE GRAPH OF CUMULATIVE TOTAL RETURN]
<TABLE>
<CAPTION>
December 31
- --------------------------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PCB (PCBK) $ 100 $ 100 $ 107 $ 175 $ 198 $ 147
S&P 500 (SPX) 100 134 161 211 268 320
NASDAQ Banks (CBNK) 100 145 183 299 264 243
</TABLE>
10
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to named executive
officers who are not directors or nominees for directors, as well as those
persons who at December 31, 1999, beneficially owned more than five percent of
the Company's outstanding Common Stock. At December 31, 1999, the Company was
not aware of any persons, other than directors previously disclosed, who
beneficially owned more than 5% of the Company's Common Stock. The table
indicates the number of shares of common stock beneficially owned by each
individual on December 31, 1999, and the percentage of common stock outstanding
on that date that the person's holdings represented. However, where beneficial
ownership was less than one percent of all outstanding shares, the percentage is
not reflected in the table.
<TABLE>
<CAPTION>
Shares and Percentage
Relationship of Common Stock
Name, Address and Age with the Bank Beneficially Owned (1)
- ---------------------------------------- ------------------------------ --------------------------------
<S> <C> <C>
Executive Officers
Hal M. Brown, 46 Executive Vice President and 126,293 (2)
Chief Operating Officer (2.65%)
John M. Gyde, 57 Executive Vice President 79,929 (3)
Senior Loan Officer (1.68%)
Mitchell J. Hagstrom, 43 Vice President 37,265 (4)
Manager Client Services
T. Dean Hansen, 53 Senior Vice President Manager 44,561 (5)
Judy A. Thompson, 53 Senior Vice President Manager 31,462
All directors and executive officers as 1,476,060
a group (14 persons) (31.00%)
</TABLE>
1. Share amounts include options to acquire shares that are exercisable within
60 days as follows: Messrs. Brown 11,688 shares, Gyde 11,688 shares;
Hagstrom 12,688 shares; Hansen 7,500 shares; and Ms. Thompson 11,688
shares.
2. Includes 5,039 shares held by adult children living in household.
3. Includes 23,329 shares held by spouse.
4. Includes 14,260 shares held in a charitable remainder trust and 212 shares
held as custodian for minor children
5. Includes 541 shares held for minor children and 1,358 shares by Mr.
Hansen's mother-in-law who resides in his home.
11
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TRANSACTIONS WITH MANAGEMENT
The Bank has had, and expects to have in the future, banking transactions,
including loans, in the ordinary course of business with directors, executive
officers, and their associates, on substantially the same terms, including
interest rates and collateral, as those prevailing at the same time for
comparable transactions with other persons, which transactions do not involve
more than the normal risk of collection or present other unfavorable features.
All such loans were made in the ordinary course of the Bank's business, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other customers and in
the opinion of management, do not involve any undue credit risk to the Bank.
COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, ("Section
16(a)") requires that all executive officers and directors of the Bank and all
persons who beneficially own more than 10 percent of the Company's Common Stock
file reports with the Securities and Exchange Commission with respect to
beneficial ownership of the Company's Securities. The Company has adopted
procedures to assist its directors and executive officers in complying with the
Section 16(a) filings.
Based solely upon the Company's review of the copies of the filings which
it received with respect to the fiscal year ended December 31, 1999, or written
representations from certain reporting persons, the Company believes that all
reporting persons made all filings required by Section 16(a) on a timely basis
except for two specific incidences. The insiders and the reports deemed to have
been filed delinquently are as follows: one report for Kevin G. Murphy, who
acquired 2,638 shares in November, but filed a late report in December; and one
report for J. Bruce Riddle, who disposed of 10,000 shares in December, but filed
a late report in January.
AUDITORS
Zirkle Long & Trigueiro LLC, Certified Public Accountants, performed the
audit of the consolidated financial statements for the Company for the year
ended December 31, 1999. Representatives of Zirkle Long & Trigueiro LLC will be
present at the Annual Meeting, and will have the opportunity to make a statement
if they so desire. They also will be available to respond to appropriate
questions.
At a future meeting, the Board will appoint independent auditors to audit
the Company's financial statements for 2000. The Board will review the scope of
any such audit and other assignments given to the auditors to access whether
such assignments would affect their independence.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented for
a vote at the Meeting, the Proxy holders will vote shares represented by
properly executed Proxies in their discretion in accordance with their judgment
on such matters.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
12
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INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 Annual
Shareholders' Meeting must be received by the Secretary of the Company prior to
November 16, 2000, for inclusion in the 2001 Proxy Statement and form of proxy.
In addition, if the Company receives notice of a shareholder proposal after
January 30, 2001, the persons named as proxies in such proxy statement will have
discretionary authority to vote on such shareholder proposal.
AVAILABLE INFORMATION
The Company currently files periodic reports and other information with the
SEC. Such information and reports may be read and copied at the SEC's Public
Reference Room at 450 Fifth Street, NW, Washington, D. C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Reports and information filed by the Company electronically are
available on the SEC Internet site at http://www.sec.gov.
REPORTS TO SHAREHOLDERS
A copy of the 1999 Annual Report to Shareholders accompanies this Proxy
Statement. Any shareholder may obtain from the Company, without charge, a copy
of the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 for the year ended
December 31, 1999. Written requests for the Form 10-K should be addressed to
Mick Reynolds, Controller of Pacific Continental Bank, at P.O. Box 10727,
Eugene, Oregon 97440-2727.
By Order of the Board of Directors
/s/ Hal Brown
Eugene, Oregon HAL BROWN
March 20, 2000 Corporate Secretary
13
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PROXY
PACIFIC CONTINENTAL CORPORATION
PLEASE SIGN AND RETURN IMMEDIATELY
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints J. Bruce Riddle, Robert A. Ballin, or Kevin G.
Murphy, and each of them (with full power to act alone), my Proxy, with full
power of substitution as Proxy, and hereby authorize Messrs. Riddle, Ballin or.
Murphy to represent and to vote, as designated below, all the shares of common
stock of Pacific Continental Corporation, held of record by the undersigned on
March 15, 2000, at the Annual Meeting of Shareholders to be held on April 25,
2000 ("Meeting"), or any adjournment of such Meeting.
1. ELECTION OF DIRECTORS. A vote to elect directors for a three-year term.
A. I vote FOR all nominees listed below (except as marked to the contrary
below). [_]
B. I WITHHOLD AUTHORITY to vote for all nominees in the list below. [_]
Robert A. Ballin
Donald A. Bick
Ronald F. Taylor
C. I WITHHOLD AUTHORITY to vote for any individual whose name I have
struck a line through in the list above. [_]
2. WHATEVER OTHER BUSINESS may properly be brought before the Meeting or any
adjournment thereof.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" AND WILL BE VOTED "FOR" THE
PROPOSAL LISTED UNLESS AUTHORITY IS WITHHELD OR A VOTE AGAINST OR AN
ABSTENTION IS SPECIFIED, IN WHICH CASE THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATION SO MADE.
Management knows of no other matters that may properly be, or which are likely
to be, brought before the Meeting. However, if any other matters are properly
presented at the Meeting, this Proxy will be voted in accordance with the
recommendations of management.
The Board of Directors recommends a vote FOR the listed directors.
, 2000 SIGN BELOW:
- -----------------
(Date signed)
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WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE,
ALL SHOULD SIGN. ALL JOINT OWNERS MUST
SIGN.
1
