<PAGE>
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
BANCORP HAWAII, INC.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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>
[logo]
130 MERCHANT STREET
HONOLULU, HAWAII 96813
March 10, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Bancorp Hawaii, Inc. to be held at 8:30 a.m. on Wednesday, April 26, 1995, on
the Sixth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu,
Hawaii.
The accompanying Notice of Meeting and Proxy Statement describe the matters
to be considered and voted upon at the meeting. In addition to consideration of
these matters, a report to stockholders on the affairs of the Company will be
given and stockholders will have the opportunity to discuss matters of interest
concerning the Company.
Regardless of the number of shares you own and whether or not you plan to
attend, it is important that your shares be represented and voted at the
meeting. In the event you are unable to attend the meeting, your shares may
still be voted if you complete, sign, and return the enclosed Proxy Card. Please
complete the Proxy Card and mail it promptly in the enclosed postage-paid return
envelope to insure that your shares are voted in the manner you desire. If you
wish to do so, your proxy may be revoked at any time prior to its use.
On behalf of the Board of Directors, thank you for your cooperation and
support.
Sincerely,
[sig]
LAWRENCE M. JOHNSON
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 26, 1995
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Bancorp
Hawaii, Inc. ("Bancorp") will be held on Wednesday, April 26, 1995, at 8:30 a.m.
on the sixth floor of the Bank of Hawaii Building, 111 South King Street,
Honolulu, Hawaii, for the following purposes:
1. To elect four Class III Directors for terms expiring in 1998, and a
successor to fill the unexpired term of a retiring Class I Director.
2. To elect an Auditor.
3. To transact any other business that may be properly brought before
the meeting.
Only owners of record of Bancorp Hawaii, Inc. common stock at the close of
business February 21, 1995 are entitled to attend the meeting and vote on the
business brought before it.
You are urged to attend the meeting in person. However, in the event you are
unable to attend the meeting, your shares may still be voted if you fill in,
sign, and return the enclosed Proxy Card in the attached postage prepaid
envelope. The Proxy Statement, to which your attention is now invited, is
intended to provide certain background information that will be helpful in
deciding how to cast your vote on business transacted at the meeting.
Please complete the Proxy Card and mail it promptly in the enclosed
postage-paid envelope to insure that your shares are voted in the manner you
desire. If you wish to do so, your proxy may be revoked at any time prior to its
use.
BY ORDER OF THE BOARD OF DIRECTORS
RUTH E. MIYASHIRO
Vice President and Secretary
Bancorp Hawaii, Inc.
Honolulu, Hawaii
Dated: March 10, 1995
IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL SAVE
BANCORP THE EXPENSE OF A SUPPLEMENTARY SOLICITATION.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
BANCORP HAWAII, INC.
130 MERCHANT STREET
HONOLULU, HAWAII 96813
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 26, 1995
(Approximate Mailing Date: March 10, 1995)
The accompanying proxy is solicited by order of the Board of Directors of
Bancorp Hawaii, Inc. ("Bancorp"). Any proxy submitted as a result of this
solicitation may be revoked by the stockholder by giving notice of revocation to
Bancorp in writing or in person at any time prior to its use. Attendance at the
Annual Meeting will not in itself constitute revocation of a proxy.
The expense of this mail solicitation will be paid by Bancorp. In addition
to using the mails, proxies may be solicited by officers, directors, and regular
employees of Bancorp or its subsidiaries, in person, or by telephone, telefax or
telegram without additional compensation for such services. Bancorp will also
request brokers or nominees who hold Bancorp's common stock in their names to
forward proxy material at Bancorp's expense to the beneficial owners of such
stock. Bancorp has retained D. F. King & Co., Inc., a firm of professional proxy
solicitors, to aid in the solicitation of such proxies at an estimated fee of
$8,000 plus reimbursement of out-of-pocket expenses.
VOTING SECURITIES, VOTES REQUIRED, AND PRINCIPAL HOLDERS THEREOF
As of February 21, 1995 (the "record date"), Bancorp had outstanding
41,829,335 shares of common stock. If holders of more than 50% of those shares
are represented at the meeting, either in person or by proxy, a quorum will
exist for conducting business. Each share of common stock is entitled to one
vote; cumulative voting is not permitted under the By-Laws of Bancorp. All
matters that will be submitted to the stockholders at the meeting will require
an affirmative vote of a majority of shares present in order to be valid and
binding. Under Hawaii law and Bancorp's Restated Articles of Incorporation and
By-Laws, abstentions and broker nonvotes are not voted in favor of or against
any matter that may come before the Annual Meeting. Such abstentions and broker
nonvotes will, however, have the effect of a negative vote if an item requires
the approval of a specified percentage of all issued and outstanding shares of
Bancorp's common stock.
At the close of business on December 31, 1994, Bancorp had 41,851,466 shares
of common stock outstanding. Two corporations were known to Bancorp to own
beneficially 5% or more of Bancorp's common stock. Information about such
ownership is set forth in the following table:
<TABLE>
<CAPTION>
NAMES AND ADDRESSES OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNERS BENEFICIAL OWNERSHIP CLASS
- ----------------- ---------------------------------------------- -------------------- ------------
<S> <C> <C> <C>
Common Stock State Farm Mutual Automobile Insurance 2,811,556(1) 6.72%
Company and its related entities
One State Farm Plaza
Bloomington, Illinois 61701
Common Stock Ruane, Cunniff & Co., Inc. 2,317,762(2) 5.54%
767 Fifth Avenue, Suite 4701
New York, NY 10153-4798
</TABLE>
- ---------
(1) State Farm Mutual Automobile Insurance Company and its related entities have
sole voting and dispositive power over the 2,811,556 shares.
(2) Ruane, Cunniff & Co., Inc., in its capacity as an investment adviser
registered under section 203 of the Investment Advisers Act of 1940, may be
deemed beneficial owner of 2,317,762 shares of Bancorp. Ruane, Cunniff &
Co., Inc. has sole voting power over 1,971,600 shares, sole dispositive
power over 751,462 shares, and shared dispositive power over 1,566,300
shares.
1
<PAGE>
ELECTION OF DIRECTORS
The Restated Articles of Incorporation of Bancorp provide that the Board of
Directors shall consist of not less than 3 nor more than 15 persons who shall be
elected for such terms as may be prescribed in the By-Laws of Bancorp. The
By-Laws of Bancorp provide for a Board of Directors consisting of 11 persons
divided into 3 classes, with the terms of office of one class expiring each
year. Directors to succeed the class of directors whose terms expire will be
elected for terms of 3 years at Bancorp's annual meetings.
Listed below are the four persons who have been nominated as Class III
directors to serve 3-year terms to expire in 1998, and the person who has been
nominated as a Class I director to fill the unexpired term of a Class I director
who has reached mandatory retirement age. All of the nominees, except Richard J.
Dahl, are currently serving as directors of Bancorp. Mr. Dahl has been nominated
as a Class I director to succeed Thomas B. Hayward, who has reached mandatory
retirement age. Should any of these nominees become unable to serve, an event
which is not anticipated by Bancorp, the proxies, except those from stockholders
who have given instruction to withhold voting for the following nominees, will
be voted for such other persons as management may nominate. Certain information
concerning each of the nominees, and each of the continuing directors, is set
forth after his/her name.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS -- TERMS EXPIRE IN 1998
<TABLE>
<CAPTION>
SHARES OF BANCORP
NAME, AGE, AND OTHER COMMON STOCK
YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) DIRECTORSHIPS OWNED AS OF
AS DIRECTOR DURING PAST 5 YEARS HELD DECEMBER 31, 1994
- ---------------------------- ---------------------------------------- ---------------------- -----------------
<S> <C> <C> <C>
Mary G. F. Bitterman; President and Chief Executive Officer, Various subsidiaries 5,962(1)
50, 1994 KQED, Inc. (public broadcasting and affiliates of
center) since November 1993; Bancorp
Consultant (telecommunications,
investments, and Asian-Pacific
affairs) November 1988 to October
1993.
Herbert M. Richards, Jr.; President and Manager, Kahua Ranch, Ltd. Various subsidiaries 3,661(2)
65, 1994 (cattle and sheep ranching and and affiliates of
diversified agricultural business) Bancorp
since December 1953.
H. Howard Stephenson; Retired. Chairman and Chief Executive Various subsidiaries 281,457(3)
65; 1980 Officer of Bancorp and Bank March 1989 and affiliates of
to July 1994; President of Bancorp and Bancorp
Bank August 1980 to February 1989.
*Charles R. Wichman; Attorney at Law, Partner of Carlsmith Various subsidiaries 32,205(4)
69; 1989 Ball Wichman Murray Case & Ichiki (now and affiliates of
retired) since 1957. Bancorp
</TABLE>
*Charles R. Wichman's term of office will expire on the day of the annual
meeting of stockholders to be held in 1996, as he will have reached mandatory
retirement age. His successor will be elected by the stockholders at the annual
meeting in 1996 to serve for the remainder of the Class III director's term
expiring in 1998.
2
<PAGE>
NOMINEE FOR ELECTION AS CLASS I DIRECTOR -- TERM EXPIRES IN 1996
<TABLE>
<CAPTION>
SHARES OF BANCORP
NAME, AGE, AND COMMON STOCK
YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OWNED AS OF
AS DIRECTOR DURING PAST 5 YEARS HELD DECEMBER 31, 1994
- ---------------------------- ---------------------------------------- ---------------------- -----------------
<S> <C> <C> <C>
Richard J Dahl; President of Bancorp and Bank since Various subsidiaries 143,607(5)
43 August 1994; Executive Vice President and affiliates of
and Chief Financial Officer of Bancorp Bancorp.
April 1987 to January 1994; Vice
Chairman of Bank December 1989 to July
1994.
</TABLE>
Each nominee or director continuing in office is also currently a director
of Bank of Hawaii (hereinafter the "Bank"), Bancorp's major subsidiary.
These persons will be placed in nomination for election as Class III and
Class I directors, as above indicated. The shares represented by the proxy cards
returned will be voted FOR the election of these nominees unless you specify
otherwise.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE
NOMINEES AS DIRECTORS.
A stockholder may nominate a particular individual to serve as a director,
provided notice of such nomination together with the written consent of such
individual to serve as a director is given at least 14 days prior to the annual
meeting. The notice of nomination must be made in writing, delivered or mailed
by first class mail to the Secretary of Bancorp, and must set forth (i) the
name, age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of the
nominee, and (iii) the number of shares of Bancorp stock beneficially owned by
the nominee.
3
<PAGE>
DIRECTORS CONTINUING IN OFFICE
CLASS I DIRECTORS -- TERMS EXPIRE IN 1996
<TABLE>
<CAPTION>
SHARES OF BANCORP
NAME, AGE, AND OTHER COMMON STOCK
YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) DIRECTORSHIPS OWNED AS OF
AS DIRECTOR DURING PAST 5 YEARS HELD DECEMBER 31, 1994
- ------------------------- ------------------------------------ ----------------------------- -----------------
<S> <C> <C> <C>
Peter D. Baldwin; President of Baldwin Pacific Maui Land & Pineapple Co., 1,337(6)
57; 1991 Corporation (diversified foods Inc.
distribution, milk and juice
processing/packaging company, and
orchard farming in California)
since 1965; President of Baldwin
Pacific Properties, Inc. (real
estate development Company) since
1988; Director and Chief Executive
Officer of Orchards Hawaii, Inc.
(fruit juice marketing) since
1986; President of Haleakala Ranch
Company (cattle ranching) since
1979.
K. Tim Yee; President, Queen's International Hawaiian Trust Company, 4,476(7)
68; 1984 Corporation since April 1993; Limited, a subsidiary of
President, The Queen Emma Bank of Hawaii
Foundation (engaged in healthcare
alliances and partner-ships with
other healthcare companies) May
1988 to March 1993.
</TABLE>
4
<PAGE>
DIRECTORS CONTINUING IN OFFICE
CLASS II DIRECTORS -- TERMS EXPIRE IN 1997
<TABLE>
<CAPTION>
SHARES OF BANCORP
NAME, AGE, AND OTHER COMMON STOCK
YEAR FIRST ELECTED PRINCIPAL OCCUPATION(S) DIRECTORSHIPS OWNED AS OF
AS DIRECTOR DURING PAST 5 YEARS HELD DECEMBER 31, 1994
- ------------------------- ------------------------------------ ----------------------------- -----------------
<S> <C> <C> <C>
David A. Heenan; Trustee, The Estate of James Aloha Airgroup, Inc., 332
55; 1993 Campbell since January 1, 1995; Aloha Airlines, Inc.,
Chairman, President and Chief C. Brewer Homes, Inc.,
Executive Officer of Theo H. Kennedy-Wilson, Inc.,
Davies & Co., Ltd. (the North Bank of Hawaii
American subsidiary of Hong Kong- International, Inc.,
based Jardine Matheson Holdings a subsidiary of
Ltd., a diversified multi-national Bank of Hawaii
corporation) July 1982 to December
31, 1994.
Stuart T. K. Ho; Chairman of the Board and President, Aloha Airgroup, Inc., 16,338(8)
59; 1987 Capital Investment of Hawaii, Inc. Aloha Airlines, Inc.,
(diversified real estate Bishop Insurance of
development and management Hawaii, Inc.,
company) since January 1982; Capital Investment of
Chairman, Gannett Pacific Corp. Hawaii, Inc.,
(newspaper publishing company) Gannett Co., Inc.,
since 1987. College Retirement
Equities Fund,
Various subsidiaries
and affiliates
of Bancorp
Lawrence M. Johnson; Chairman and Chief Executive Officer Various subsidiaries and 250,051(9)(11)
54; 1989 of Bancorp and Bank since August affiliates of Bancorp
1994; President of Bancorp and
Bank March 1989 to July 1994;
Executive Vice President of
Bancorp August 1980 to February
1989.
Fred E. Trotter; President of F. E. Trotter, Inc. Longs Drug Stores, 7,895(10)
64; 1978 since January 1970. Maui Land &
Pineapple Co., Inc.,
Bancorp Leasing of
Hawaii Inc., a
subsidiary of
Bank of Hawaii
</TABLE>
- ---------
(1)Includes 1,648 shares owned jointly with spouse, 500 shares owned by self in
an individual retirement account, 901 shares owned by spouse, 1,000 shares
owned by spouse in an individual retirement account, and 1,012 shares owned
by spouse as custodian for daughter, Sarah.
5
<PAGE>
(2)Includes 2,103 shares owned by Kahua Ranch, Ltd., of which Mr. Richards is
President and Manager and beneficiary of trust.
(3)Includes 168,763 shares owned jointly with spouse, and 81,079 shares that
Mr. Stephenson has the right to acquire within 60 days through the exercise
of stock options.
(4)Includes 1,833 shares owned by spouse, and 5,613 shares owned by self in an
individual retirement account.
(5)Includes 40,467 shares owned jointly with spouse, 1,243 shares owned by son
Steven, 1,243 shares owned by daughter Sarah, 1,192 shares owned by daughter
Jane, 1,417 shares held in trust for Mr. Dahl under the Bank of Hawaii
Profit Sharing Plan, and 98,045 shares that Mr. Dahl has the right to
acquire within 60 days through the exercise of stock options.
(6)Shares owned by Baldwin Pacific Corporation, of which Mr. Baldwin is
President, Director, and owner of all of the outstanding shares of stock.
(7)Includes 225 shares owned by self in an individual retirement account, 337
shares owned by spouse in an individual retirement account, 200 shares owned
by son Kevin in an individual retirement account, 200 shares owned by
daughter Lauren in an individual retirement account, and 3,514 shares held
in trust for family. Mr. Yee disclaims beneficial ownership, investment, and
voting power over the shares held in trust for family.
(8)Includes 370 shares owned by self in an individual retirement account, 562
shares owned by spouse in an individual retirement account; and, indirectly,
15,406 shares as co-trustee for the Chinn Ho Trust under Trust Agreement
dated February 6, 1987.
(9)Includes 18,286 shares held in trust for Mr. Johnson under the Bank of
Hawaii Profit Sharing Plan, and 122,682 shares that Mr. Johnson has the
right to acquire within 60 days through the exercise of stock options.
(10)Includes 5,204 shares owned by spouse; 967 shares owned by the F. E.
Trotter, Inc. Pension Plan, of which Mr. Trotter is the sole participant,
and 20 shares owned by daughter, Brooke Trotter.
(11)Excludes 48,262 shares owned by the Bancorp Hawaii Charitable Foundation
(the "Foundation"). The Board of Directors of the Foundation has appointed
Mr. Johnson President of the Foundation. Mr. Johnson, as President, has the
authority to direct the disposition and to vote and execute proxies of such
shares on behalf of the Foundation. Because Mr. Johnson possesses shared
voting and investment power with respect to such shares, he may be deemed to
have incidents of beneficial ownership thereof for certain purposes within
the meaning of the applicable regulations of the Securities and Exchange
Commission. If the total number of shares beneficially owned by Mr. Johnson
included such shares held in trust for the Foundation, the percentage of
shares of common stock owned by Mr. Johnson would be 0.71%. Mr. Johnson has
advised Bancorp that he disclaims beneficial ownership of such shares of
Bancorp's common stock.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows as of December 31, 1994, the number of shares of
common stock of Bancorp beneficially owned by all current named executive
officers of Bancorp, individually, and together will all current directors,
executive officers, nominees as a group. Chairman and Chief Executive Officer
Johnson and President Dahl are omitted from this table since such information is
provided for Mr. Johnson as a director continuing in office on page 5 and Mr.
Dahl as a nominee for director on page 3.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, AND AGE OF CURRENT POSITION AND BUSINESS EXPERIENCE BENEFICIALLY OWNED
INDIVIDUAL DURING THE PAST FIVE YEARS (A)
- ----------------------------------------------- ------------------------------------------ ---------------------
<S> <C> <C>
Thomas J. Kappock, 50, Executive Vice President of Bancorp since 150,089(b)
April 1987 and Vice Chairman of the Bank
since December 1989.
Alton T. Kuioka, 47 Executive Vice President of Bancorp since 77,172(c)
October 1994 and Vice Chairman of the
Bank since June 1994; Executive Vice
President of the Bank from November 1991
to May 1994; Senior Vice President from
October 1988 to October 1991.
David A. Houle, 47 Senior Vice President, Treasurer and Chief 14,981(d)
Financial Officer of Bancorp since
December 1992 and Executive Vice
President and Chief Financial Officer of
the Bank since February 1994; Senior
Vice President and Investment Manager at
Comerica Incorporated from January 1985
to September 1992.
Directors, nominees and executive officers as a 1,000,848(e)(f)
group (15 persons)
</TABLE>
- ---------
(a) Each of the above named executive officers beneficially owns less than 1% of
the outstanding shares of common stock of Bancorp.
(b) Includes 3,453 shares held in trust for Mr. Kappock under the Bank of Hawaii
Profit Sharing Plan, and 129,167 shares that Mr. Kappock has the right to
acquire within 60 days through the exercise of stock options.
(c) Includes 7,667 shares held in trust for Mr. Kuioka under the Bank of Hawaii
Profit Sharing Plan, and 55,387 shares that Mr. Kuioka has the right to
acquire within 60 days through the exercise of stock options.
(d) Includes 35 shares held in trust for Mr. Houle under the Bank of Hawaii
Profit Sharing Plan, and 11,250 shares that Mr. Houle has the right to
acquire within 60 days through the exercise of stock options.
(e) Excludes 48,262 shares owned by the Bancorp Hawaii Charitable Foundation
(the "Foundation"), of which Mr. Johnson is President, as mentioned in
footnote (11) on page 6. If the total number of shares beneficially owned by
the directors and executive officers as a group included such shares held in
trust for the Foundation, the percentage of shares of common stock owned by
the group would be 2.51%.
(f) Includes 509,535 shares that may be acquired within 60 days through the
exercise of stock options, and 32,306 shares held in trust under the Bank of
Hawaii Profit Sharing Plan pursuant to elections by
7
<PAGE>
executive officers. If such shares are included, all directors and executive
officers of Bancorp as a group owned 2.39% of Bancorp's common stock on
December 31, 1994 and no one director or executive officer owned more than
1% of such stock.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Bancorp's directors and executive officers and persons who own more than ten
percent of Bancorp's common stock to report their ownership and changes in their
ownership of Bancorp's common stock to the Securities and Exchange Commission
and the New York Stock Exchange. Specific due dates for these reports have been
established by the Securities and Exchange Commission and Bancorp is required to
report in this proxy statement any failure of its directors and executive (and
certain other) officers to file by these dates.
To Bancorp's knowledge, based solely on review of the copies of such reports
received by Bancorp and the written representations of its directors and
officers, Bancorp believes that all such filing requirements were satisfied by
its directors and officers for 1994.
DUTIES AND COMPENSATION OF DIRECTORS
Bancorp's Board of Directors met a total of 8 times during 1994. Each of the
directors attended 75% or more of the aggregate total number of meetings of the
Board of Directors and the total number of meetings held by the committees on
which he or she served in 1994.
With the exception of Mr. Johnson, who is not compensated for serving on the
Board of Directors, each director was paid an annual retainer of $8,000, plus
$750 for each regular Board meeting attended.
The Board of Directors has 4 committees -- Audit Committee, Compensation and
Management Development Committee, Executive Committee, and Nominating Committee.
Directors who are not employees of Bancorp or any of its subsidiaries serving as
members of the Audit Committee, Compensation Committee, and Executive Committee
receive $600 for each meeting attended. The chairman of the Audit Committee also
receives an annual retainer of $2,500.
Bancorp maintains a Directors' Deferred Compensation Plan under which each
director may elect to defer all of his annual retainer and meeting fees or all
of his annual retainer. Under the Plan the rate of interest paid on the deferred
amounts is the average cost of time deposits of the prior year, compounded and
credited quarterly. The rate of interest paid on the deferred amounts for the
year 1994 was 3.30%. Distribution of the deferred amounts will commence as of
the first day of the first calendar month after the participating director
ceases being a director of Bancorp. Distribution will be made in a lump sum or
in approximately equal annual installments over such period of years (not
exceeding 10 years) as the director elects.
AUDIT COMMITTEE
The Audit Committee, composed of Stuart T. K. Ho (Chairman), Mary G. F.
Bitterman, and K. Tim Yee, met 3 times during 1994. The functions of this
Committee are to review Bancorp's filings with the Securities and Exchange
Commission, review tax matters of consequence to Bancorp and its subsidiaries,
review the internal financial controls of Bancorp and its subsidiaries, review
the scope of auditing activity performed by Bancorp's independent and internal
auditors, and report the results to the Board of Directors. The Committee also
annually reviews the audit services provided by the independent accountants and
makes recommendations to the Board of Directors with respect to the nomination
of independent accountants for Bancorp.
COMPENSATION COMMITTEE
The Compensation Committee, composed of Fred E. Trotter (Chairman), Stuart
T. K. Ho, and Charles R. Wichman, met 7 times during 1994. The functions of this
Committee are to review, approve and report to the Board of Directors, the
compensation arrangements and plans for senior management of Bancorp and its
subsidiaries. No member of the Compensation Committee may be an executive
officer of
8
<PAGE>
Bancorp and no executive officer of Bancorp may be a member of the parallel
committee of a corporation of which any of Bancorp's outside directors is an
officer or director. No executive officer of Bancorp is a director of another
entity having an executive officer who is a member of the Compensation
Committee.
EXECUTIVE COMMITTEE
The Executive Committee, composed of H. Howard Stephenson (Chairman),
Lawrence M. Johnson, Stuart T. K. Ho, and Charles R. Wichman, and two other
non-employee Directors Thomas B. Hayward and Fred E. Trotter, who served for
six-month rotating terms, met one time during 1994. This Committee is authorized
to exercise certain powers of the Board of Directors, which are delegated by
resolution, during intervals between the meetings of the Board of Directors when
time is of the essence.
NOMINATING COMMITTEE
The Nominating Committee, composed of Fred E. Trotter (Chairman), Peter D.
Baldwin, Mary G. F. Bitterman, Thomas B. Hayward, David A. Heenan, Stuart T. K.
Ho, Herbert M. Richards, Jr., Charles R. Wichman, and K. Tim Yee, met once
during 1994. The functions of this Committee include the authority to consider
and recommend to the Board of Directors nominees to fill Board vacancies. In
addition to the nomination procedure discussed on page 3, this Committee will
consider recommendations by stockholders for nominees for election to the Board,
if such recommendations are received in writing, prior to the first day in
January preceding the next Annual Meeting, addressed to Bancorp's Nominating
Committee in care of the Corporate Secretary, Bancorp Hawaii, Inc., 130 Merchant
Street, Honolulu, Hawaii 96813.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth for the fiscal years ending December 31,
1994, 1993, and 1992, information with respect to compensation paid by Bancorp
to the Chief Executive Officer, the four other most highly compensated executive
officers, and two individuals who retired as executive officers (the "named
executive officers") of Bancorp during 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
PAYOUTS
ANNUAL COMPENSATION AWARDS -----------
- ----------------------------------------------------------------------------------- ----------- LONG TERM
OTHER ANNUAL OPTIONS/ INCENTIVE ALL OTHER
BONUS COMPENSATION SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION (1) YEAR SALARY ($) ($)(2) ($)(3) (#)(4) ($)[5] ($)(6)
- ------------------------------- --------- ----------- --------- --------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence M. Johnson Chairman of 1994 $ 485,233 $ 145,000 -- 12,500 $ 0 $ 32,533
the Board and Chief 1993 411,685 191,603 -- 20,000 276,394 38,834
Executive Officer 1992 395,850 234,660 -- 10,000 219,970 77,954
H. Howard Stephenson .......... 1994 402,948 75,000 -- 31,500(7) 0 27,030
Retired Chairman of the Board 1993 591,865 344,324 -- 17,500 454,127 55,830
and Chief Executive Officer 1992 569,100 421,703 -- 15,000 368,223 140,721
Richard J. Dahl ............... 1994 306,112 100,000 -- 10,000 0 20,555
President 1993 251,160 116,890 -- 12,500 168,621 23,691
1992 241,500 143,161 -- 7,500 134,300 26,612
Thomas J. Kappock ............. 1994 264,447 80,000 -- 7,500 0 17,769
Executive Vice President 1993 251,160 116,890 -- 12,500 168,621 23,691
1992 241,500 143,161 -- 7,500 134,300 26,612
Alton T. Kuioka ............... 1994 172,287 60,000 -- 7,500 0 11,606
Executive Vice President
John K. Tsui .................. 1994 162,349 0 -- 0 0 10,941
Retired Executive Vice 1993 262,080 121,972 -- 12,500 175,952 24,721
President 1992 252,000 149,386 -- 7,500 140,400 28,805
David A. Houle ................ 1994 149,420 40,000 -- 7,500(7) 0 10,075
Senior Vice President, 1993 125,004 43,633 -- 2,500 0 986
Treasurer and Chief Financial 1992 10,417 0 -- 2,500 0 0
Officer
</TABLE>
- ---------
(1) Mr. Stephenson, Chairman of the Board and Chief Executive Officer of Bancorp
since March 1989, retired effective August 1, 1994. Mr. Johnson, President
of Bancorp since March 1989, became Chairman of the Board and Chief
Executive Officer of Bancorp effective August 1, 1994. Mr. Dahl, Executive
Vice President of Bancorp since April 1987, became President of Bancorp
effective August 1, 1994. Mr. Kuioka, Vice Chairman of the Bank since June
1994, became an executive officer of Bancorp on October 26, 1994.
Accordingly, information for years prior to 1994 is not presented. Mr. Tsui,
an executive officer of Bancorp, retired effective June 29, 1994. Mr. Houle
has been an executive officer of Bancorp since he joined Bancorp in December
1992.
(2) "Bonus" consists of cash awards under Bancorp's Executive Officer One-Year
Incentive Plan for the years 1992 and 1993. No cash awards were made to any
executive officer under the Executive Officer One-Year Incentive Plan for
1994 as performance goals were not met. The material terms of this plan are
described in the Compensation Committee's Report in the section entitled
"Executive Officer One-Year Incentive Plan for 1994" on pages 16 and 17. For
the year 1994, a special cash bonus, as described on pages 17 and 18, that
was awarded to all but one of the named executive officers, is included in
this column.
(3) Perquisites did not exceed $50,000 or 10% of the total of annual salary and
bonus reported for any named executive officer for 1994.
10
<PAGE>
(4) Each stock option was in tandem with a stock appreciation right ("SAR"). A
SAR entitles the optionee, in lieu of exercising the stock option, to
receive cash equal to the excess of the value of one share over the option
price times the number of shares as to which the option is exercised. There
were no restricted stock awards to the named executive officers of Bancorp
for the years 1992, 1993, or 1994. All stock option awards were granted with
an exercise price that is equal to the fair market value of Bancorp's common
stock on the date of grant. The number and exercise price of the stock
options awarded to the named executive officers were not adjusted or amended
for the years 1992, 1993 and 1994, except for the adjustment for the 50%
stock dividend paid on March 15, 1994, as required by the Stock Option
Plans.
(5) Represents amounts paid under Bancorp's Sustained Profit Growth Plan. There
were no amounts paid under this plan for the three-year incentive period
January 1, 1992 through December 31, 1994. See section entitled "Sustained
Profit Growth Plan" on page 17.
(6) This column includes allocations for 1994 under the Bank of Hawaii Profit
Sharing Plan (the "Profit Sharing Plan") and the Bank of Hawaii Profit
Sharing Excess Plan (the "Excess Profit Sharing Plan"). The Profit Sharing
Plan is a tax-qualified, defined contribution plan with features meeting the
requirements of Section 401(k) of the Internal Revenue Code. The Internal
Revenue Code limits the annual amounts that any participant may be allocated
under the Profit Sharing Plan. The Excess Profit Sharing Plan, which was
adopted effective as of January 1, 1992, establishes an account on the books
of Bancorp or a subsidiary to which is credited the amount of any reduction
in a participant's allocation under the Profit Sharing Plan. The amounts so
allocated under the Excess Profit Sharing Plan will be paid from the general
assets of Bancorp or a subsidiary at the same time the participant receives
a distribution of his accounts in the Profit Sharing Plan.
(7) Stock options granted prior to March 16, 1994 have been adjusted for the 50%
stock dividend paid by Bancorp.
For 1994 the named executive officers received the following allocations
under the Profit Sharing Plan and Excess Profit Sharing Plan:
<TABLE>
<CAPTION>
PROFIT SHARING EXCESS PROFIT
PLAN SHARING
NAME ALLOCATION PLAN ALLOCATION
- -------------------------------------------------------- -------------- --------------------
<S> <C> <C>
Lawrence M. Johnson..................................... $ 10,116 $ 22,417
H. Howard Stephenson.................................... 10,116 16,914
Richard J. Dahl......................................... 10,116 10,439
Thomas J. Kappock....................................... 10,116 7,653
Alton T. Kuioka......................................... 10,116 1,490
John K. Tsui............................................ 10,116 825
David A. Houle.......................................... 10,075 0
</TABLE>
11
<PAGE>
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------ POTENTIAL REALIZABLE VALUE
NUMBER OF % OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM (1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED (#) FISCAL YEAR $/SHARE DATE 5%($) 10%($)
- ----------------------------- ------------- --------------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence M. Johnson.......... 12,500(2) 8.0%/16.1% $ 25.75 12-13-2004 $ 1,032,000 $ 2,424,000
H. Howard Stephenson......... 31,500(3) 20.3%/40.5% 30.00 07-31-1999 758,000 1,621,000
Richard J. Dahl.............. 10,000(2) 6.4%/12.9% 25.75 12-13-2004 826,000 1,939,000
Thomas J. Kappock............ 7,500(2) 4.8%/ 9.6% 25.75 12-13-2004 619,000 1,454,000
Alton T. Kuioka.............. 7,500(2) 4.8%/ 9.6% 25.75 12-13-2004 619,000 1,454,000
John K. Tsui................. 0 -- -- -- 0 0
David A. Houle............... 3,750 (4) 4.8%/ 9.6% 30.25 2-17-2004 673,000 1,581,000
3,750 (2) 25.75 12-13-2004
</TABLE>
- ---------
(1) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises or stock holdings are dependent on
the future performance of the stock and overall market conditions. There can
be no assurance that the amounts reflected in this table will be achieved.
(2) Stock options in tandem with SARs granted on December 14, 1994 become
exercisable on December 13, 1995 for a nine-year period ending December 13,
2004. The exercise or base price of the stock options and tandem SARs was
the fair market value of Bancorp's common stock on date of grant. All such
options and tandem SARs would become immediately exercisable upon a change
in control of Bancorp.
(3) Mr. Stephenson was granted 21,000 stock options in tandem with SARs on
January 27, 1994, which became exercisable on July 27, 1994. The number of
stock options in tandem with SARs granted and exercise price (or base price)
per share have been adjusted for the 50% stock dividend paid by Bancorp on
March 15, 1994.
(4) Mr. Houle was granted 2,500 stock options in tandem with SARs on February
18, 1994, which became exercisable on February 17, 1995. The number of stock
options in tandem with SARs and exercise price (or base price) per share
have been adjusted for the 50% stock dividend paid by Bancorp on March 15,
1994.
The stock options and stock appreciation rights exercised by the named
executive officers during fiscal 1994, as well as the number and total value of
unexercised in-the-money options as of December 31, 1994, are shown in the
following table:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED, IN-
OPTIONS/SARS AT FISCAL THE-MONEY OPTIONS/SARS AT
SHARES ACQUIRED VALUE YEAR-END (#) FISCAL YEAR-END ($)(3)
ON EXERCISE REALIZED -------------------------- --------------------------
NAME (#)(1) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence M. Johnson.......... 54,776 $ 981,844 122,682 12,500 $ 581,325 $ 0
H. Howard Stephenson......... 16,896 232,086 112,579 0 146,172 0
Richard J. Dahl.............. 16,475 548,084 98,045 10,000 433,874 0
Thomas J. Kappock............ 8,319 161,258 129,167 7,500 833,154 0
Alton T. Kuioka.............. 7,425 130,840 55,387 7,500 292,419 0
John K. Tsui................. 13,205 405,935 12,072 0 0 0
David A. Houle............... 0 0 7,500 7,500 0 0
</TABLE>
- ---------
(1) Shares adjusted for 50% stock dividend paid by Bancorp on March 15, 1994.
(2) Includes exercise of stock appreciation rights.
(3) The fair market value of Bancorp's stock at fiscal year-end was $25.375.
12
<PAGE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUT UNDER
TARGET PAYOUT LONG-TERM INCENTIVE PLAN
AS A % OF FY PERFORMANCE OR OTHER -----------------------------------
95-97 AVERAGE PERIOD UNTIL MATURATION OR THRESHOLD TARGET MAXIMUM
NAME ANNUAL SALARY PAYOUT ($ OR #) ($ OR #) ($ OR #)
- -------------------------------- --------------- -------------------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Lawrence M. Johnson............. 40% 3 years ending 12-31-97 $ 209 $ 209,000 $ 417,000
Richard J. Dahl................. 35% 3 years ending 12-31-97 15 115,000 230,000
Thomas J. Kappock............... 35% 3 years ending 12-31-97 100 100,000 199,000
Alton T. Kuioka................. 35% 3 years ending 12-31-97 65 65,000 130,000
David A. Houle.................. 30% 3 years ending 12-31-97 50 48,000 98,000
</TABLE>
- ---------
(1) Represents contingent awards under Bancorp's Sustained Profit Growth Plan
for the three-year incentive period from January 1, 1995 through December
31, 1997. Under this Plan each executive receives a contingent award of a
specified percentage of his average annual base salary for the three-year
period. The maximum cash award payable under the plan is two times the
contingent award. The amount of the cash awards will depend upon Bancorp's
performance as measured by the growth in net income per employee and
earnings per share growth. Maximum payout, which is two times the contingent
award, can occur only if total growth in net income per employee during the
three-year period is 26% or more and total growth in earnings per share is
28% or more. No payments will be made if total growth in net income per
employee during such period is 8% or less and total growth in earnings is
12% or less. If growth in net income per employee during such period is 20%
and growth in earnings is 20%, then one times the contingent awards would be
payable ("Target", above). After the earnings growth rate and net income per
employee growth have been ascertained, the Chairman and the President of
Bancorp will prepare recommendations for all participants (excluding
themselves) for the Compensation Committee. The Compensation Committee will
then make the final determination of cash awards.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE ANNUAL ESTIMATED MAXIMUM ANNUAL RETIREMENT
SALARY IN BENEFIT BASED UPON YEARS OF SERVICE
CONSECUTIVE ----------------------------------------------------------
HIGHEST PAID YEARS 15 20 25 30 35*
- -------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 75,000 $ 20,342 $ 27,122 $ 33,903 $ 40,684 $ 47,464
100,000 27,842 37,122 46,403 55,684 64,964
125,000 35,342 47,122 58,903 70,684 82,464
150,000 42,842 57,122 71,403 85,684 99,964
200,000 57,842 77,122 96,403 115,684 134,964
250,000 72,842 97,122 121,403 145,684 169,964
300,000 87,842 117,122 146,403 175,684 204,964
350,000 102,842 137,122 171,403 205,684 239,964
400,000 117,842 157,122 196,403 235,684 274,964
450,000 132,842 177,122 221,403 265,684 309,964
500,000 147,842 197,122 246,403 295,684 344,964
550,000 162,842 217,122 271,403 325,684 379,964
600,000 177,842 237,122 296,403 355,684 414,964
650,000 192,842 257,122 321,403 385,684 449,964
700,000 207,842 277,122 346,403 415,684 484,964
</TABLE>
- ---------
*Applies only to individuals hired before November 1, 1969.
The Employees' Retirement Plan of Bank of Hawaii (the "Retirement Plan")
provides retirement benefits for employees of participating employers who have
completed certain age and service requirements. "Participating employers" means
the Bank, Hawaiian Trust Company, Limited, Building Services, Inc., First
Federal Savings and Loan Association of America, First Savings and Loan
Association of America, First
13
<PAGE>
National Bank of Arizona, and any associated company that has adopted the
Retirement Plan. Although retirement generally occurs at age 65, employees may
retire at or after age 62 with unreduced benefits. The amount of benefits
payable to employees who retire prior to age 62 is subject to specified
adjustments. Benefits paid under the Retirement Plan are primarily determined by
(1) the number of months a participant has worked, and (2) a participant's
average annual salary during the 60 consecutive months in his or her last 120
months of service affording the highest average, excluding overtime, premium
pay, incentive plan payouts, or discretionary bonuses.
The normal retirement benefit shown above assumes payment in the form of a
single life annuity commencing at age 65, and is not subject to any deduction
for Social Security or other offset amounts. The Internal Revenue Code generally
limits the maximum annual benefit which can be paid under the Retirement Plan to
the lesser of $120,000 or 100% of the participant's average compensation for the
highest three consecutive calendar years during which he or she was a
participant. Accordingly, if at retirement the annual benefit of any participant
should exceed this limit, the individual's benefit from the Retirement Plan will
be reduced to the permissible maximum. The amount of this reduction will be paid
to the participant from an unfunded excess benefit plan designed for this
purpose.
The credited years of service and the 1994 compensation covered by the
Retirement Plan of the named executive officers, except Messrs. Stephenson and
Tsui who retired, are as follows: Mr. Johnson, 31 years and $485,233; Mr. Dahl,
12 years and $306,112; Mr. Kappock 22 years and $264,447; Mr. Kuioka, 25 years
and $172,287; and Mr. Houle, 1 year and $149,420.
On January 25, 1995, Bancorp's Board of Directors adopted a voluntary early
retirement program effective January 3, 1995. Under the program, five years are
added to both an employee's age and years of service for purposes of calculating
benefits under the Retirement Plan. An electing employee will also receive an
additional retirement payment of $250 per month until age 65. Messrs. Johnson,
Kappock and Kuioka are eligible to participate in the program and, if they elect
to do so, their credited years of service would increase to 36 years, 27 years
and 30 years, respectively.
On January 25, 1995, Bancorp's Board of Directors also approved
comprehensive revisions to Bancorp's retirement and profit sharing benefits
which will take effect on January 1, 1996. The revisions include the freezing
and vesting of the Retirement Plan as of December 31, 1995; the implementation
of a defined contribution retirement plan under which 4% of an employee's total
eligible compensation will be contributed to an individual retirement account
annually; expanding the compensation basis upon which contributions to the
profit sharing plan are calculated, and the contribution of $1.25 for each $1
(up to 2% of total eligible compensation) an employee contributes to the profit
sharing member savings plan. The effect of these changes on the compensation of
the named executive officers will be reflected in the proxy statements for
future Bancorp annual meetings of stockholders.
CHANGE-IN-CONTROL ARRANGEMENTS
Bancorp's Key Executive Severance Plan provides for severance benefits to a
participant under certain circumstances if there is a change of control at
Bancorp. A "change of control" will be deemed to have occurred if (i) any person
or group becomes the beneficial owner of 25% or more of the total number of
voting securities of Bancorp, (ii) the persons who were directors of Bancorp
before a cash tender or exchange offer, merger or other business combination,
sale of assets, or contested election cease to constitute a majority of the
Board of Directors of Bancorp or any successor to Bancorp, or (iii) a majority
of the Board of Directors determines in good faith that a change of control is
imminent. Messrs. Johnson, Dahl, Kappock, Kuioka and Houle are covered by the
Key Executive Severance Plan. For Messrs. Johnson, Dahl, Kappock and Kuioka,
severance benefits are payable if their employment is terminated within 2 years
of a change of control. Such severance benefits include (i) payment of a lump
sum amount equal to 3 years of compensation (consisting of salary, bonuses, and
incentive compensation); (ii) special supplemental retirement payments equal to
the retirement benefits the participant would have received had he or she
continued in the employ of Bancorp and the Bank for 3 years following his or her
termination of employment (or until his or her normal retirement date, if
earlier); and (iii) continuation of all other benefits he or she would have
received had he or she continued in the employ of Bancorp and the Bank for 3
years following his or her
14
<PAGE>
termination of employment (or until his or her normal retirement date, if
earlier), such as hospital, medical-surgical, major medical, and group life
insurance. For Mr. Houle, severance benefits are payable if Bancorp terminates
his employment within 2 years of a change of control and include the same
benefits listed above except that, in each case, the benefits are for a 2 year
period.
REPORT OF THE COMPENSATION COMMITTEE
The Committee, composed entirely of independent nonemployee directors, sets
and administers the policies which govern Bancorp's executive compensation
programs, and various incentive and stock option programs. The Committee reviews
compensation levels of members of management, evaluates the performance of
management, considers management succession and related matters. All decisions
relating to the compensation of Bancorp's officers are reviewed by the full
Board, except for decisions about awards under Bancorp's stock option plans,
which must be made solely by the Committee in order for the grants under such
plans to satisfy Securities Exchange Act Rule 16b-3.
The policies and underlying philosophy governing Bancorp's executive
compensation program, which are endorsed by the Committee and the Board of
Directors, are designed to (i) maintain a compensation program that is equitable
in a competitive marketplace, (ii) provide opportunities that integrate pay with
Bancorp's annual and long-term performance goals, (iii) encourage achievement of
strategic objectives and creation of stockholder value, (iv) recognize and
reward individual initiative and achievements, (v) maintain an appropriate
balance between base salary and short and long-term incentive opportunity, and
(vi) allow Bancorp to compete for, retain, and motivate talented executives who
are critical to Bancorp's success.
Executive compensation is targeted at levels that the Committee believes to
be consistent with others in Bancorp's industry, with the executive officers'
compensation weighted toward programs contingent upon Bancorp's level of annual
and long-term performance. As a result, the executive officers' actual
compensation levels in any particular year may be above or below those of
Bancorp's competitors, depending upon Bancorp's performance. The following are
Bancorp's competitive targets:
In general, Bancorp will provide total compensation that is at the
50th percentile (median) among banks of comparable size and performance.
Bancorp will provide 75th percentile awards if Bancorp's performance
significantly exceeds expectations.
Goals for specific components are as follows:
Base salaries for executives generally are targeted at the 50th
percentile of their comparator group.
The short-term (one-year) incentive plan will provide 50th
percentile awards if annual goals are achieved. The plan will pay higher
awards if annual performance goals are exceeded.
Under long-term incentive plans, Bancorp will provide to
participants a consistent 50th percentile opportunity from year-to-year,
with possibilities of earning substantially higher levels if long-term
performance goals are exceeded.
For competitive compensation purposes, Bancorp uses a group of 13 Bank
Corporations chosen because they are more comparable to Bancorp in terms of
overall size, business mix and geographic scope than the 27 bank corporations of
the Montgomery Securities Regional Bank Group used in the performance graph.
Eight of the thirteen Bank Corporations are in the Montgomery Securities
Regional Bank Group.
Bancorp retains the services of a nationally recognized consulting firm to
assist the Committee in connection with the performance of its various duties.
The consulting firm provides advice to the Committee with respect to executive
compensation programs for officers of Bancorp. In doing so, Bancorp is able to
take into account how the compensation paid to its executives compares to
compensation paid by the 13 Bank Corporations, as well as how Bancorp's
performance compares to such companies. Bancorp conducts an extensive executive
compensation survey on a biannual basis. The consultant firm reviewed Bancorp's
15
<PAGE>
compensation program for the named executive officers in 1993 and reported that,
in its opinion, the compensation of all such officers fell within the range of
competitive practices in view of Bancorp's consolidated performance and the
contribution of those officers to that performance.
RELATIONSHIP OF PERFORMANCE TO COMPENSATION PLANS
Compensation paid the named executive officers in 1994, as reflected in the
Summary Compensation Table on page 10, consisted of the following elements: base
salary, profit sharing, and a special bonus. In addition, as indicated in the
Summary Compensation Table and the table entitled "Stock Option/SAR Grants in
Last Fiscal Year" on page 12, in 1994 the Committee awarded stock options under
the Bancorp Hawaii, Inc. Stock Option Plans of 1988 and 1994.
BASE SALARIES
Base salaries for executive officers are determined by evaluating the
responsibilities of the position held, the experience of the individual, the
competitive marketplace, and the individual's performance of his
responsibilities, with greatest emphasis on individual performance and the
competitive marketplace. Adjustments to salary also reflect new responsibilities
assigned or assumed by the individual. In setting salaries, the focus is
generally on median competitive data. However, also taken into account are key
differences in responsibilities between the executives of Bancorp and those
found at other banks when using competitive market data in the salary process.
The largest salary adjustment among the named executive officers during the
year 1994 was 4%, except for the increases given Messrs. Johnson and Dahl due to
their promotions effective August 1, 1994. Salary adjustments reflect the
criteria that are described above, namely competitive information on salary
increases, and the overall economic environment. The other factors considered
were position responsibilities and individual performance. There is no specific
weighting given to the factors outlined above.
EXECUTIVE OFFICER ONE-YEAR INCENTIVE PLAN FOR 1994
In 1994, the stockholders of Bancorp approved the Bancorp Executive Officer
One-Year Incentive Plan (the "Incentive Plan"). The plan's stated purpose is to
(i) motivate special achievement by eligible employees upon whose judgment,
initiative and efforts Bancorp is largely dependent for the successful conduct
of its business through a compensation program emphasizing performance
objectives; (ii) supplement other compensation plans; and (iii) assist Bancorp
in retaining and attracting such employees. Under the Incentive Plan, the
Committee establishes, before the beginning of the year, performance objectives
applicable to annual award payments and the amounts of such awards. Each
executive officer receives a contingent incentive opportunity of a specified
percentage of his or her annual base salary. These contingent award
opportunities ranged from 30% to 50% of base salary. For 1994, all of the
current named executive officers of Bancorp participated in the Incentive Plan.
Late in 1993, performance goals were established for each participating
executive. The goals took into account, depending on the responsibilities of the
individual, one or more of the following financial performance measures of
Bancorp and the executive's business unit (specifically, achievement of
pre-established performance goals); contribution of the relevant business unit
to the implementation of Bancorp's strategic plan; and the achievement by the
executive's business unit of non-financial goals, such as customer satisfaction.
A financial performance factor that was determined by Bancorp's (i) return on
average equity ("ROAE") and (ii) earnings growth, weighted equally, was
established. The maximum financial performance factor of 2.0 would be attained
if the earnings growth was 8.0% or more and ROAE was 16% or more. For purposes
of the Incentive Plan, "ROAE" is defined as Bancorp's net income for 1994
divided by Bancorp's average total equity (as reported in its annual report to
stockholders) for 1994, and "earnings growth" is defined as the percentage
growth in Bancorp's fully-diluted earnings per share (subject to certain
adjustments such as unusual gains or loss transactions), comparing 1994 with
1993. Bancorp's performance for purposes of compensation decisions was measured
under the Incentive Plan against ROAE and earnings growth goals which were
established prior to the start of the fiscal year and reviewed and approved by
the Committee.
16
<PAGE>
The Committee regards ROAE as a very good measure of how Bancorp's profit
compares to returns available to shareholders in the overall investment
marketplace. This measure is not unique to banks, but is a common measure of
investment return. Also, the measure of ROAE ties in to total shareholder value
in that it is the percentage growth rate which should roughly be reflected in
dividends growth and share price growth, as discussed above.
Bancorp did not meet its performance goals under the Incentive Plan.
Accordingly no incentive payments were made to any executive officer with
respect to these goals under the Incentive Plan.
SUSTAINED PROFIT GROWTH PLAN
In 1994, the stockholders of Bancorp approved the Bancorp Sustained Profit
Growth Plan (the "Growth Plan"). The Growth Plan's stated purpose is to advance
the interests of Bancorp by (i) motivating special achievement by eligible
employees upon whose judgment, initiative and efforts Bancorp is largely
dependent for the successful conduct of its business through a compensation
program emphasizing long-term performance incentives; (ii) supplementing other
compensation plans; and (iii) assisting Bancorp in retaining and attracting such
employees. The Committee has the discretion to determine which, and to what
extent, selected senior officers will participate in the Growth Plan on the
basis of their ability to make substantial contributions to the long-term
success, growth, and profitability of Bancorp. Under the Growth Plan, each
selected senior officer receives a contingent award opportunity of a specified
percentage of his or her average annual base salary for the three-year period
ranging from 30% to 40%.
The Growth Plan measures net income per employee and growth in earnings per
share, weighted equally.
Bancorp did not meet its performance goals for the 1992 to 1994 cycle.
Accordingly, no long-term incentive payments were made to any executive officer
with respect to such cycle.
SPECIAL BONUS
Bancorp's executive compensation program has certain objectives which the
Committee determined were not met in 1994. These are: (i) maintaining a fair
compensation system in a competitive market place; (ii) recognizing and
rewarding individual initiatives and achievements; and (iii) retaining and
motivating talented executives who are critical to Bancorp's success. The
failure to meet these objectives was the result of the fact that neither the
Incentive Plan nor the Growth Plan compensate for these factors in a year in
which the objective results are not attained in large part because of reasons
beyond the control of Bancorp management; in this case a slow Hawaii economy
coupled with a fast rise in nationwide interest rates.
The Committee's consultants have recommended that the Committee restructure
both the Incentive Plan and the Growth Plan to meet the desired objectives in
more diverse economic environments and the Committee intends to undertake that
restructuring in 1995. In the interim the Committee's consultants have
recommended and the Committee has determined that a bonus should be paid to key
management personnel of Bancorp for performance in 1994 even though no payments
were earned under either the Incentive Plan or the Growth Plan. The Committee
reviewed the performance of the named executive officers and noted significant
performance objectives that were accomplished in 1994 by the named executive
officers. These included the following:
- In 1994, Bancorp experienced several changes in its executive ranks, with
the retirement of two named executive officers of Bancorp and the
departure of two executive vice presidents of the Bank. The named
executive officers identified key individuals and reallocated
responsibilities without adverse impact to the operations of Bancorp and
the Bank.
- Attaining the reported results for 1994, despite challenges the named
executive officers faced to minimize the effects of the (i) sluggish
growth in the Hawaii economy, and (ii) on a national level, the seven
increases in short-term interest rates during the year.
17
<PAGE>
- Continuing Bancorp's strategy of expanding its operations to maintain and
grow its markets, including the following 1994 achievements:
In the Pacific, the Bank opened a second branch in Fiji and
installed four automated teller machines (ATM), the first in the
country. Plans are underway to open a third branch and install two
more ATMs. A second branch was also opened on Saipan in the
Commonwealth of the Northern Marianas.
In the South Pacific, Bank of Hawaii International, Inc., a
subsidiary of the Bank, finalized its 51% acquisition of National
Bank of Solomon Islands Limited (NBSI). NBSI operates ten branches
and 50 agencies throughout the Solomon Islands.
In Hong Kong, the assets and liabilities of Hawaii Financial
Corporation (Hong Kong) Limited (HFC) were transferred to a new
branch of the Bank. HFC will be liquidated when regulatory
approval is received to repatriate its capital. The new branch in
Hong Kong provides our customers access to more products of the
Bank.
In 1994 the Bank opened four in-store bank branches in a large
supermarket chain in the State of Hawaii. These in-store bank
branches have accumulated almost $3 million in deposits as of
year-end 1994.
- Expansion of Bancorp's products and services:
After many years of effort through the legislative and regulatory
process, the named executive officers obtained approval for the
Bank to establish a general insurance agency. In late 1994, the
Bank established Pan-Ocean Insurance Agency, Inc. as a general
insurance agency to engage in certain types of insurance sales.
A subsidiary of the Bank was established to act as an investment
advisor registered with the Securities and Exchange Commission.
This company, Pacific Capital Asset Management, Inc., will manage
portfolios for retirement plans and other large institutional
investors.
- Recognizing the need to focus its staff members toward the year 2000, the
named executive officers completed and implemented Bancorp's long-term
strategic plan, "Bancorp 2000." This plan focuses on the remainder of the
decade with a goal of maintaining Bancorp as a strong independent
financial institution.
Considering these factors, its consultants' recommendations, the desired
objectives of the compensation program and recommendations by the Chief
Executive Officer and President as to bonus for the top 134 of Bancorp's
executives, the Committee determined on a subjective basis and review of
individual performances to authorize special bonuses to 77 of the top 134
officers, including $75,000 to Mr. Stephenson, $80,000 to Mr. Kappock, $60,000
to Mr. Kuioka, and $40,000 to Mr. Houle. The Committee then reviewed the
performance of the Chief Executive Officer and President and, on a subjective
basis, awarded special bonuses of $145,000 to Mr. Johnson and $100,000 to Mr.
Dahl. The Committee decided that no objective system was appropriate to
determine the Chief Executive Officer's bonus, that he had done a commendable
job in a difficult transition year, and that he should receive, as Chief
Executive Officer, a bonus higher than anyone else. The total bonus amount for
the 77 top executive officers in 1994 equates to 25.7% of the amount earned
under the Incentive and Growth Plans in 1993. The total bonus amount for the
named executive officers in 1994 equates to 18.0% of the amount earned by the
1993 named executive officers under the Incentive and Growth Plans in 1993.
STOCK OPTION PLANS
The Committee considers stock option grants under the Bancorp Hawaii, Inc.
Stock Option Plan, the Bancorp Hawaii, Inc. Stock Option Plan of 1983, the
Bancorp Hawaii, Inc. Stock Option Plans of 1988, and 1994 (collectively, the
"Plans") for key employees, including key executive officers of Bancorp and its
subsidiaries. Stock options are granted by the Compensation Committee
("Committee") to those key
18
<PAGE>
employees whose management responsibilities place them in a position to make
substantial contributions to the financial success of Bancorp. The size of stock
option awards is based primarily on the individual's responsibilities and
position with Bancorp and, for executive officers other than Mr. Johnson, is
intended to be at approximately the 50th percentile for comparable positions at
the 13 Bank Corporations. Directors who are not also employees may not
participate in the Plans. The Committee, which administers the Plans, determines
whether the options are incentive stock options or nonqualified stock options.
Stock Options are granted with an exercise price equal to the market price
of Bancorp's common stock on the date of grant. While the value realizable from
exercisable options is dependent upon the extent to which Bancorp's performance
is reflected in the market price of Bancorp's common stock at any particular
point in time, the decision as to whether such value will be realized in any
particular year is primarily determined by each individual executive and not by
the Committee.
The Committee considered several factors in the granting of stock options in
December 1994. The Committee continues to believe that stock options provide a
strong incentive to increase shareholder value, since stock options have value
only if the stock price increases over time. Bancorp's 10-year stock options,
priced at the fair market value of the stock on the date of grant, ensure that
management is oriented to growth over the long term and not to short-term
profits. The Committee determined that the 1994 stock option grants to the
current executive officers were appropriate for several reasons: (1) to align
the interests of management with stockholders; (ii) to focus the attention of
management on the long-term success of Bancorp; and (iii) to keep total pay
competitive despite a slowdown in cash compensation increases attributable to
slower earnings growth. Individual option grant sizes were determined based on
the same factors as performance awards. The Committee believes that the
performance level of the current named executive officers warranted the stock
options granted in December 1994. The Committee targeted grants at the 50th
percentile. The Committee used present value and other methods in determining
the targeted size of the awards. In the case of Mr. Johnson, who was appointed
Chairman of the Board and Chief Executive Officer effective August 1, 1994, the
Committee on December 14, 1994 elected to grant him a stock option for 12,500
shares at an option price of $25.75 per share, based upon consultation with
external consultants and taking into consideration incentive opportunities of
CEOs of companies in the comparator companies group.
CEO COMPENSATION
Mr. H. Howard Stephenson retired as Chairman and Chief Executive Officer
("CEO") of Bancorp effective August 1, 1994. The Board of Directors elected Mr.
Lawrence M. Johnson as CEO effective August 1, 1994.
The Committee in early 1994 increased then CEO Stephenson's compensation
package, based upon consultation with external consultants, which consisted of a
4.0% increase in Mr. Stephenson's base salary effective April 1, 1994, in
recognition of Bancorp's continued strong performance in 1993 under his
leadership. The Committee granted Mr. Stephenson a stock option for 21,000
shares at an option price of $45.00 per share out of the Bancorp Stock Option
Plan of 1994, which were exercisable after July 27, 1994. The number of shares
and option price have been adjusted to 31,500 shares and $30.00, respectively,
for the 50% stock dividend paid on March 15, 1994.
The Committee in February 1994 approved a 4% increase in the base salary of
Mr. Johnson effective April 1, 1994, as a result of Bancorp's achieving its 1993
financial goals. Mr. Johnson's annual base salary was increased to $575,000
effective August 1, 1994 by the Committee when he succeeded Mr. Stephenson as
CEO of Bancorp, based upon consultation with external consultants and taking
into consideration median salaries of CEOs of companies in the comparator
companies group. In addition, incentive opportunities for 1994 were increased to
reflect the promotion. Mr. Johnson was granted a stock option for 12,500 shares
by the Committee on December 14, 1994, at an option price of $25.75 per share.
Mr. Johnson received a special bonus of $145,000 for 1994 and Mr. Stephenson
received a special bonus of $75,000, as discussed on pages 17 and 18.
19
<PAGE>
The Committee's approach in setting Mr. Johnson's target annual compensation
is to provide levels that are competitive among the 13 Bank Corporations that
comprise Bancorp Hawaii's competitive group for compensation purposes. The
specific targeted levels for each element of compensation are the same as those
shown on page 15 for all Bancorp executive officers. The Committee intends to
have a significant percentage (over 20%) of each executive officer's target
compensation based upon objective long-term performance criteria. On average,
Mr. Johnson's long-term incentive compensation opportunity is comparable to the
chief executive officers of the aforementioned 13 Bank Corporations' average of
approximately 33 percent.
REVENUE RECONCILIATION ACT OF 1993
In 1993, Congress adopted the Revenue Reconciliation Act of 1993 (the "1993
Act"), certain provisions of which limit the ability of publicly-held companies
to deduct for taxation purposes the compensation paid to individual employees in
excess of $1 million in any fiscal year. The 1993 Act affords certain exemptions
to the deductibility limitation, generally requiring that compensation be
closely tied to objective performance criteria.
In general, Bancorp intends to maintain deductibility for all compensation
paid to covered employees, and will comply with the required terms of the
specified exemptions under the 1993 Act, except in circumstances under which
such compliance would unduly interfere with the incentive goals of Bancorp's
executive compensation program and when the loss of deductibility would not be
materially adverse to Bancorp's overall financial position.
Compensation Committee
Fred E. Trotter, Chairman
Stuart T. K. Ho
Charles R. Wichman
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
No executive officer of Bancorp served as a member of a compensation
committee (or board of directors serving as such) of any entity of which any
member if the Compensation Committee was an executive officer.
As discussed under "Transactions with Management and Others" Bancorp offers
preferential rate loans for primary residences to directors and executive
officers of Bancorp and its subsidiaries. Such preferential rate loans include
primary residence adjustable rate mortgage loans made to two members of the
Compensation Committee, Messrs. Ho and Trotter. The largest such loan amounts
outstanding during 1994, the loan amounts outstanding at December 31, 1994, and
the average interest rates charged during 1994 in connection with these two
loans were, respectively, $384,127, $377,099 and 6.5% for Mr. Ho, and $319,579,
$314,530 and 4.66% for Mr. Trotter. The third member of the Compensation
Committee, Mr. Wichman, is a retired partner of Carlsmith Ball Wichman Murray
Case & Ichiki. That firm provided legal services to Bancorp and its subsidiaries
in 1994 and is expected to do so in 1995.
20
<PAGE>
PERFORMANCE GRAPH
The following performance graph, which shows a five-year comparison of
cumulative total returns for Bancorp, the S&P 500 Composite Index, and the
Montgomery Securities Regional Bank Median, shall not be deemed to be
incorporated by reference into any filing under the 1933 Act or the 1934 Act,
except to the extent Bancorp specifically incorporates it by reference into a
filing under the 1933 Act or the 1934 Act; nor shall it be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C under the 1934 Act or to the
liabilities of Section 18 of the 1934 Act, except to the extent that Bancorp
specifically requests that such information be treated as soliciting material or
specifically incorporates it by reference into a filing under the 1933 Act or
the 1934 Act. As of the date of this Proxy Statement, Bancorp has made no such
incorporation by reference or request.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
(INCLUDES DIVIDEND REINVESTMENT)
<TABLE>
<CAPTION>
MONTGOMERY
SECURITIES
REGIONAL
BANCORP BANK
HAWAII S&P 500 MEDIAN
------- ------- ----------
<S> <C> <C> <C>
12/89 $ 100 $ 100 $ 100
12/90 91 97 78
12/91 147 127 137
12/92 148 136 185
12/93 142 150 193
12/94 137 152 185
</TABLE>
- ---------
* Assumes $100 invested on December 31, 1989 in Bancorp Hawaii stock, S&P 500
Index and the Montgomery Securities Regional Bank Median.
The above graph compares the performance of Bancorp Hawaii, Inc. with that
of the S&P 500 Index and a peer group defined in the Montgomery Securities
Regional Bank median. The total return on each investment is as of December 31
of each of the subsequent 5 years and assumes reinvested dividends.
21
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
With the exception of preferential interest rates on the personal,
non-business loans described below, the terms and conditions of the following
transactions were no less favorable to Bancorp and its subsidiaries than those
on comparable transactions with unaffiliated parties.
LOANS
In the ordinary course of business Bancorp and its subsidiaries make loans
to employees, directors, and officers of Bancorp and the Bank as well as to
associates of such directors and officers. For personal, non-business loans made
by the Bank, employees and officers of Bancorp and the Bank (other than
executive officers of Bancorp and the Bank) pay preferential interest rates and
to the extent permitted by law, the Bank expects to continue making preferential
rates available to these individuals on personal, non-business loans.
Directors and executive officers of Bancorp and the Bank, including Messrs.
Johnson, Dahl, Kappock, and Kuioka, and Houle were made ineligible for
preferential rates on loans made by the Bank after March 10, 1979. Since that
date all outstanding loans and commitments by the Bank to directors, executive
officers, and their associates were made in the ordinary course of business,
were made on substantially the same terms (including interest rates and
collateral) as those prevailing at the time for comparable transactions with
other persons, and did not involve more than normal risk of collectibility or
present other unfavorable features. The total amount of loans and leases
outstanding from Bancorp and its subsidiaries to directors, executive officers
(and their associates) of Bancorp and the Bank aggregated $82,559,396 as of
December 31, 1994.
Bancorp offers preferential rate loans to directors and executive officers
of Bancorp and its subsidiaries for primary residences under policies, terms,
and conditions applicable to all other employees at rates no lower than 1% below
the prevailing market rates.
The following schedule (together with certain information set forth under
"Compensation Committee Interlocks and Insider Participation") provides
information concerning preferential rate loans made by Bancorp to those
directors and executive officers of Bancorp whose aggregate indebtedness
exceeded $60,000 at any time during 1994:
<TABLE>
<CAPTION>
LARGEST LOAN
AMOUNT(S) LOAN AMOUNT(S) AVERAGE
OUTSTANDING OUTSTANDING ON TYPE OF INTEREST
DIRECTORS DURING 1994 12/31/94 TRANSACTION(S) RATE CHARGED
- ------------------------- ------------ --------------- ------------- ------------
<S> <C> <C> <C> <C>
Peter D. Baldwin $ 360,120 $ 353,440 Real Estate 5.156%(1)
Stuart T. K. Ho 384,127 377,099 Real Estate 6.500%(1)
Lawrence M. Johnson 570,000 561,590 Real Estate 5.000%(1)
Fred E. Trotter 319,579 314,530 Real Estate 4.666%(1)
K. Tim Yee 78,935 72,273 Real Estate 7.000%(2)
EXECUTIVE OFFICERS
(EXCLUDING THOSE WHO ARE
ALSO DIRECTORS)
- -------------------------
Richard J. Dahl 1,093,374 1,067,722 Real Estate 5.885%(1)
Thomas J. Kappock 306,606 288,440 Real Estate 4.625%(1)
Alton T. Kuioka 489,000 488,599 Real Estate 7.500%(3)
David A. Houle 308,366 304,281 Real Estate 5.750%(1)
</TABLE>
- ---------
(1) Primary residence adjustable rate mortgage loan.
(2) Includes a primary residence mortgage loan made during the period June 1976
to March 5, 1978 when the preferential interest rate was 7%.
(3) Primary residence fixed rate mortgage loan.
22
<PAGE>
CERTAIN BUSINESS RELATIONSHIPS
Bancorp and its subsidiaries, in the ordinary course of business, have
occasion to utilize the products or services of a number of organizations with
which directors of Bancorp are or were affiliated as officers, directors,
partners or shareholders, including a law firm of which Mr. Wichman is a retired
partner. See "Compensation Committee Interlocks and Insider Participation,"
Management believes that such transactions were on terms that were at least as
favorable to Bancorp or the subsidiaries of Bancorp involved as would have been
available from unaffiliated parties.
ELECTION OF AN AUDITOR
The Board of Directors, on recommendation of the Audit Committee, recommends
the reelection of Ernst & Young LLP as Bancorp's Auditor for 1995 and
thereafter, until its successor is elected. Ernst & Young LLP has been Bancorp's
Auditor since its incorporation in 1971 and also serves as Auditor for the Bank.
Representatives of Ernst & Young LLP are expected to attend the Annual Meeting
and have indicated that they will have no statement to make but will be
available to respond to questions.
OTHER MATTERS
Bancorp knows of no other matter to come before the meeting. However, if any
other matter properly comes before the meeting, the persons named in the
enclosed proxy will vote in accordance with their judgment upon any such
matters.
Section 2.06 of Bancorp's By-Laws provides that for business to be properly
brought before the meeting by a stockholder, the stockholder must give written
notice thereof to the Secretary of Bancorp no later than ten days following the
day notice of the stockholders meeting was mailed to stockholders. Such written
notice must set forth as to each matter that the stockholder proposes to bring
before the meeting (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at such meeting,
(ii) the name and address, as they appear on Bancorp's books, of the stockholder
proposing such business, (iii) the class and number of shares of securities of
Bancorp beneficially owned by such stockholder, and (iv) any material interest
of such stockholder in such business.
Any such notice must be delivered or mailed to the Corporate Secretary,
Bancorp Hawaii, Inc., 130 Merchant Street, Honolulu, Hawaii 96813.
STOCKHOLDER PROPOSALS FOR 1996 MEETING
Proposals of stockholders to be presented at and included in Bancorp's Proxy
Statement and proxy for the 1996 Annual Meeting of Stockholders must be received
by Bancorp (at 130 Merchant Street, Honolulu, Hawaii 96813) on or before
November 20, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
RUTH E. MIYASHIRO
VICE PRESIDENT AND SECRETARY
HONOLULU, HAWAII
MARCH 10, 1995
A COPY OF BANCORP'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE RELATED
FINANCIAL STATEMENTS AND SCHEDULES FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, IS AVAILABLE WITHOUT CHARGE TO ANY STOCKHOLDER WHO REQUESTS A COPY
IN WRITING. THE FORM 10-K CONSISTS PRIMARILY OF INCORPORATION BY REFERENCE OF
INFORMATION CONTAINED IN THE ANNUAL REPORT TO STOCKHOLDERS OR IN THIS PROXY
STATEMENT. REQUESTS FOR COPIES SHOULD BE MAILED TO RUTH E. MIYASHIRO, VICE
PRESIDENT AND SECRETARY, BANCORP HAWAII, INC., 130 MERCHANT STREET, HONOLULU,
HAWAII 96813.
23
<PAGE>
BANCORP HAWAII, INC.
130 Merchant Street, Honolulu, Hawaii 96813
P R 0 X Y
For the Annual Meeting of Stockholders-April 26, 1995
THIS PROXY IS SOLICITED BY MANAGEMENT BY ORDER OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Peter D. Baldwin, Mary G.
F. Bitterman, Stuart T. K. Ho, , H. Howard Stephenson, Fred E. Trotter, and
Charles R. Wichman and each of them, the proxy of the undersigned, with full
powers of substitution, to vote all of the common stock of Bancorp Hawaii, Inc.,
which the undersigned may be entitled to vote at the annual meeting of
stockholders of the corporation to be held on April 26, 1995, or at any
adjournment thereof. Said proxies are instructed to vote as follows:
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE ELECTION OF ITS NOMINEES
AS DIRECTORS AND ELECTION OF ERNST & YOUNG LLP AS AUDITOR. THIS PROXY WILL BE
VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, IT WILL BE VOTED AS
RECOMMENDED BY THE BOARD OF DIRECTORS. SAID PROXIES ARE AUTHORIZED TO VOTE IN
THEIR DISCRETION WITH RESPECT TO OTHER MATTERS WHICH MAY COME BEFORE THE
MEETING.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
- --------------------------------------------------------------------------------
Please mark boxes / / or /x/ in blue or black ink.
1. Elect the following Directors:
Class III Directors for terms expiring in 1998
Nominees: Mary G. F. Bitterman, Herbert M. Richards, Jr.,
H. Howard Stephenson, Charles R. Wichman
Class I Director for term expiring in 1996
Nominee: Richard J. Dahl
(CHECK ONE BOX ONLY)
For all nominees listed above. /X/
Withhold Authority Generally. /X/
For all nominees except as listed below. /X/
(To withhold authority for any particular nominee write his or her name on the
line below.)
- --------------------------------------------------------------------------------
2. Elect Ernst & Young LLP as Auditor.
FOR /X/ AGAINST /X/ ABSTAIN /X/
Please sign your name exactly as
it appears hereon. Joint owners
should sign personally. Attorney,
Executor, Administrator. Trustee,
or Guardian should indicate full
title. If Address is incorrect,
please give us correct one.
Dated:___________________________
_________________________________
Signature (no witness required)
_________________________________
Signature if stock held jointly
Sign, Date and Return Proxy Card Promptly Votes must be indicated (X) in
Using the Enclosed Envelope. Black or Blue ink as in this
example /X/
