<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
IRWIN FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
IRWIN FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
Irwin Financial Corporation 500 Washington Street, Columbus, Indiana 47201
- --------------------------------------------------------------------------------
March 28, 1996
Notice of Annual Meeting of Shareholders
- --------------------------------------------------------------------------------
To the Shareholders: The Annual Meeting of Shareholders of Irwin Financial
Corporation (the "Corporation") will be held at the main
offices of the Corporation, 500 Washington Street,
Columbus, Indiana, on Tuesday, April 30, 1996 at
4:00 p.m., Columbus time, for the following purposes:
1. to elect a Board of Directors to serve for the ensuing
year;
2. to act upon the confirmation of independent auditors for
the calendar year 1996;
3. to amend the Articles of Incorporation to increase the
total number of authorized common shares of the
Corporation;
4. to hear such reports as may be presented; and
5. to transact such other business as may properly come
before the meeting or any adjournment thereof.
Registration of shareholders will start at 3:15 p.m. and
the meeting will start at 4:00 p.m. Following the meeting,
refreshments will be served.
I urge you to date, sign, and mail the enclosed proxy
promptly in the postpaid envelope that is provided. If
you are present at the meeting and desire to do so, you
may revoke your proxy and vote in person.
A copy of the Corporation's Annual Report to
Shareholders for 1995 is enclosed and a Proxy Statement
accompanies this notice.
By Order of the Board of Directors
MATTHEW F. SOUZA, Secretary
<PAGE> 3
Proxy Statement of Irwin Financial Corporation
- --------------------------------------------------------------------------------
For Annual Meeting of Shareholders to be held April 30, 1996
General Information
- --------------------------------------------------------------------------------
This proxy statement and the accompanying form of proxy is
furnished in connection with the solicitation by the Board of
Directors of Irwin Financial Corporation (the "Corporation")
of proxies to be used at the Annual Meeting of Shareholders on
Tuesday, April 30, 1996, at the main offices of the
Corporation, Columbus, Indiana, at 4:00 p.m., Columbus time,
or any adjournment thereof.
The costs of the solicitation of proxies in the accompanying
form will be borne by the Corporation. The solicitation of
proxies will be limited to the use of the mails.
A shareholder who signs and returns a proxy in such form will
have the power to revoke it at any time before it is exercised
by giving notice of revocation to the Secretary of the
Corporation. All shares represented by the accompanying proxy,
if the proxy is executed and returned, will be voted as
directed by the shareholder. If a shareholder executes and
returns a proxy, but makes no direction as to such
shareholder's vote, then the shares will be voted on each
matter to come before the meeting in accordance with the
recommendation of the Board of Directors.
The main offices of the Corporation are located at 500
Washington Street, Columbus, Indiana 47201.
This proxy statement will be mailed to shareholders on or
about March 28, 1996.
1.
<PAGE> 4
Voting Securities and Principal Holders
- --------------------------------------------------------------------------------
Only shareholders of record at the close of business on March
12, 1996, will be entitled to vote. On March 12, 1996, there
were 5,667,003 common shares outstanding and entitled to vote.
Each common share is entitled to one vote on each matter to be
voted on at the meeting.
The following information is given as of March 12, 1996, for
persons known by management to beneficially own more than 5%
of the common shares of the Corporation. All of the shares
listed are beneficially owned through voting and investment
power held solely by the reported owner, except as otherwise
indicated.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Amount and Nature of
Class Name and Address Beneficial Ownership % of Class
<S> <C> <C> <C>
--------------------------------------------------------------------------------
Common Estate of Clementine 1,290,148(1) 22.76%
Shares Tangeman,
Irwin Miller, Executor
301 Washington Street
Columbus, Indiana
Common Irwin Miller 1,319,371(1,2) 23.28%
Shares 301 Washington Street
Columbus, Indiana
Common William I. Miller 2,667,569(1,3) 47.07%
Shares 500 Washington Street
Columbus, Indiana
--------------------------------------------------------------------------------
</TABLE>
1. Certain shares owned by the Estate of Mrs. Clementine
Tangeman (1,290,148 shares) and Mr. Irwin Miller (1,290,136
shares) are subject to an irrevocable proxy held by Mr.
William I. Miller to vote such shares. Mr. William I. Miller
holds a right to acquire these same 2,580,284 shares, pursuant
to options purchased by Mr. Miller from Mrs. Tangeman and Mr.
Irwin Miller, within 60 days but subject to certain
contingencies.
2. Includes 26,000 shares owned by Mr. Irwin Miller's wife,
Xenia S. Miller, as to which Mr. Miller holds no voting or
investment power and for which Mr. Miller expressly disclaims
any beneficial interest, 1,512 shares that Mr. Miller holds
voting and investment power, and 1,723 shares held for the
account of Mr. Irwin Miller under the Corporation's Outside
Director Restricted Stock Compensation Plan as to which Mr.
Miller holds sole voting power but no investment power. See
"Outside Director Restricted Stock Compensation Plan."
3. See Footnote 1 above. Includes 3,708 shares that Mr. Miller
is the custodian of and for which Mr. Miller expressly
disclaims any beneficial interest and 36,525 shares which Mr.
Miller has the right to acquire within 60 days of the record
date through the exercise of stock options.
2.
<PAGE> 5
Security The following information is given as of March 12, 1996
Ownership for the nominees for directors, individually, and all
of Management: executive officers of the Corporation as a group.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount and Nature of
Title of Name of Beneficial
Class Beneficial Owner Ownership(4) % of Class
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares Sally A. Dean(3) 1,646 .03%
Common Shares David W. Goodrich(3) 5,738 .10%
Common Shares John T. Hackett(3) 6,630 .12%
Common Shares William H. Kling(3) 1,510 .03%
Common Shares John C. McGinty, Jr.(3) 3,074 .05%
Common Shares Irwin Miller(3) 1,319,371(1) 23.28%
Common Shares William I. Miller(3) 2,667,569(2) 47.07%
Common Shares John A. Nash(3) 156,345 2.76%
Common Shares Lance R. Odden(3) 2,229 .04%
Common Shares James T. Sakai(3) 3,775 .07%
Common Shares Theodore M. Solso(3) 4,171 .07%
Common Shares Director Nominees and
Executive Officers as a
Group (23 persons) 3,048,473(5) 53.79%
--------------------------------------------------------------------------------
</TABLE>
1. See Footnotes 1 and 2 under "Voting Securities and Principal
Holders."
2. See Footnotes 1 and 3 under "Voting Securities and Principal
Holders."
3. Director nominee.
4. For director nominees, Dean (646 shares), Goodrich (1,677
shares), Hackett (1,218 shares), Kling (1,010 shares),
McGinty, Jr. (1,848 shares), Irwin Miller (1,723 shares),
Odden (1,821 shares), Sakai (760 shares), and Solso (1,171
shares) includes shares as to which the director nominee
holds sole voting power but no investment power under the
Corporation's Outside Director Restricted Stock Compensation
Plan.
5. Includes shares which the following director nominees and
executive officers have the right to acquire within 60
days of the record date through the exercise of stock
options: William Miller (36,525 shares), Nash (61,025
shares), and other executive officers (80,525 shares). Also
includes an aggregate of 11,874 shares held for the accounts
of nine director nominees as to which the director nominees
hold sole voting power, but limited or no investment power.
See "Outside Director Restricted Stock Compensation Plan" and
Footnote 4 above.
3.
<PAGE> 6
1. Election of Directors
- --------------------------------------------------------------------------------
Eleven directors are to be elected to the Corporation's Board
of Directors at the Annual Meeting. Proxies granted for use at
the Annual Meeting cannot be voted for more than eleven
nominees.
Directors are elected annually to hold office until the next
Annual Meeting of Shareholders and until their successors are
elected and have qualified. The persons named as Proxies in
the accompanying form of proxy will, unless otherwise
indicated in the form of proxy, vote the shares covered by
proxies for the election of the nominees named in the
following table. Management has no reason to believe that any
nominee named herein will be unable to serve. However, should
any nominee for director become unavailable for election, and
unless the Board of Directors or the Executive Committee shall
reduce the size of the Board to a number that shall be equal
to the number of nominees who are able and willing to serve,
the persons named in the accompanying form of proxy will vote
for a substitute who will be designated by the Board of
Directors or the Executive Committee.
The following table sets forth, as of March 12, 1996: (a) the
name, age, year in which the nominee was first elected as a
director of the Corporation or of Irwin Union Bank and Trust
Company, and principal occupation for the past five years of
each nominee for election as a director; (b) the percentage of
the total number of meetings of the Board of Directors of the
Corporation and meetings of committees of the Board of
Directors of the Corporation of which the director is a member
attended by each director during 1995; and (c) all other
directorships held by each nominee in other corporations
subject to the reporting requirements of the Securities
Exchange Act of 1934 and in any investment company. There are
no family relationships among any of the director nominees or
executive officers, except that William I. Miller is the son
of Irwin Miller.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Name, Age, Directorships
Year of Appointment, % of 1995 in Other Public
and Meetings Corporations and
Principal Occupation Attended Other Positions
------------------------------------------------------------------------------
<S> <C> <C>
Sally A. Dean, 47, 1995 100% President of the Board of
Consultant; Retired Senior Vice Trustees, Randolph-Macon
President, Dillon, Read & Co. Woman's College
Inc.
------------------------------------------------------------------------------
David W. Goodrich, 48, 1986 100% Chairman of Methodist
Executive Vice President and Hospital of Indiana; Board
Treasurer, F.C. Tucker Company, Member of Citizens Gas and
Inc. (realty company) Coke Utility; American
United Life Insurance
Company; President-Elect,
Society of Industrial and
Office Realtors
------------------------------------------------------------------------------
</TABLE>
4.
<PAGE> 7
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Name, Age, Directorships
Year of Appointment, % of 1995 in Other Public
and Meetings Corporations and
Principal Occupation Attended Other Positions
------------------------------------------------------------------------------
<S> <C> <C>
*John T. Hackett, 63, 1981 80% Board Member of Meridian
Managing General Partner, CID Insurance Group, Inc.;
Equity Partners, L.P. (a private Wabash National Corp.; Ball
equity investment partnership); Corporation
Vice President--Finance and
Administration, Indiana
University, 1989 to 1991
------------------------------------------------------------------------------
William H. Kling, 53, 1993 86% Board Member of The St.
President, Minnesota Public Radio Paul Companies; The Wenger
1966 to present (regional network Corporation; Continental
of 28 public radio stations) Cablevision of St. Paul;
President, Greenspring Company several Funds of the
1987 to present (diversified American Funds family of
media, direct marketing and mail the Capital Group
order company)
------------------------------------------------------------------------------
*John C. McGinty, Jr. 45, 1991 100%
President, Southeastern Indiana
Health Management, Inc. (health
care management company);
President, Columbus Regional
Hospital
------------------------------------------------------------------------------
Irwin Miller, 86, 1939(1) 57% Board Member of Cummins
Former Chairman of Cummins Engine Engine Company, Inc.;
Company, Inc. (manufacturer of Member of the Business
diesel engines) Council; The American
Academy of Arts and
Sciences; American
Philosophical Society
------------------------------------------------------------------------------
*William I. Miller, 39, 1985 100% Board Member of Cummins
Chairman of the Corporation Engine Company, Inc.; The
Tennant Company; New
Perspective Fund, Inc.;
Board Chairman of Public
Radio International;
Trustee of EuroPacific
Growth Fund; Taft School
------------------------------------------------------------------------------
*John A. Nash, 58, 1972 100%
Chairman of the Executive
Committee and President of the
Corporation
------------------------------------------------------------------------------
Lance R. Odden, 56, 1991 100% Trustee of The National
President, Taft School (private Association of Independent
educational institution), Schools; The Gunnery
Headmaster since 1972 School; The Mattuck Museum.
------------------------------------------------------------------------------
</TABLE>
5.
<PAGE> 8
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Name, Age, Directorships
Year of Appointment, % of 1995 in Other Public
and Meetings Corporations and
Principal Occupation Attended Other Positions
------------------------------------------------------------------------------
<S> <C> <C>
James T. Sakai, 69, 1976 100% Founder and Member of the
Former Chairman of Contour Quality Committee; Board of
Hardening, Inc. (metals treatment Trustees of Mercy Medical
equipment manufacturer); Retired Center
April 30, 1995
------------------------------------------------------------------------------
*Theodore M. Solso, 49, 1993 100% Board Member of Cyprus AMAX
President and Chief Operating Minerals Company; Cummins
Officer, Cummins Engine Engine Company, Inc.;
Company, Inc. (manufacturer of Trustee of DePauw
diesel engines); Executive Vice University; Trustee of
President and Chief Operating Manufacturers Alliance
Officer, Cummins Engine Company,
Inc. 1994-1995; Executive Vice
President--Operations, Cummins
Engine Company, Inc., 1992-1994;
Cummins Engine Company, Vice
President and General Manager--
Engine Business of Cummins Engine
Company, Inc., 1988-1992
------------------------------------------------------------------------------
</TABLE>
* Member of the Executive Committee
1. Includes service as a director of Irwin Union Bank and Trust
Company prior to the formation of the Corporation in 1972.
There are no material proceedings to which any
director, executive officer or affiliate of the Corporation,
any owner of record or beneficial owner of more than five
percent of any class of voting securities of the
Corporation, or any associate of any such director,
executive officer, affiliate or security holder is a party
adverse to the Corporation or any of its subsidiaries or has
a material interest adverse to the Corporation or any of its
subsidiaries.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of requires the Corporation's directors and executive officers,
the Securities and persons who own more than ten percent of a registered
Exchange Act class of the Corporation's equity securities, to file with
of 1934 the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common
shares and other equity securities of the Corporation.
Executive officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they
file.
To the Corporation's knowledge, based solely on a review of
the copies of such reports furnished to the Corporation and
written representations that no other reports were
required, all Section 16(a) filing requirements applicable
to its executive officers, directors and greater than ten
percent shareholders were met.
6.
<PAGE> 9
Director Meetings and Committees
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation held five regular
meetings in 1995.
The Corporation's Audit Committee has primary responsibility
for the discharge of the following functions: recommendation
of the firm to be employed as the Corporation's independent
auditors; consultation with the independent auditors with
regard to the plan of audit; review, in consultation with the
independent auditors, of the report of audit, or proposed
report of audit, and the accompanying management letter, if
any; review and direction of the work performed by the
internal audit department of the Corporation; review of
regulatory examination reports received by the Corporation and
its subsidiaries; and consultation with the independent and
internal auditors with regard to the adequacy of internal
controls. In 1995, the Audit Committee was composed of
directors Sakai, Hackett, and McGinty, Jr. The Committee held
five meetings during 1995.
The Corporation's Compensation Committee reviews and considers
recommendations from management concerning the executive
compensation policies, employee benefit plans and salary
administration program of the Corporation, which includes an
annual review of the total compensation and recommended
adjustments for all officers of the Corporation and its
subsidiaries. The Committee administers the Management
Performance Plan and the Long-Term Performance Plan. The
Committee also administers existing stock option and employee
savings plans. The deliberations of the Committee are reported
to the Board of Directors for review and approval. In 1995,
the members of the Committee were directors Goodrich, Kling
and Sakai. The Compensation Committee held two meetings in
1995.
The Corporation's Nominating Committee makes recommendations
to the Board of Directors regarding general qualifications for
nominees as directors, desired areas of community and business
representation, size of the Board of Directors, director
compensation, and the retirement policy for directors. On the
basis of these general determinations, the Committee
recommends qualified individuals to serve as directors.
Shareholder recommendations for nominees will be accepted by
the Committee; however, no formal procedures have been
developed to consider such recommendations. In 1995, the
members of the Nominating Committee were directors Irwin
Miller, Goodrich, McGinty Jr., W. Miller, Nash and Odden. The
Nominating Committee held two meetings in 1995.
Outside Director The Outside Director Restricted Stock Compensation Plan
Restricted Stock covers only outside non-employee directors of the
Compensation Corporation and its subsidiaries. Under the outside
Plan: directors' fee schedule, effective January 1, 1996, each
outside director of the Corporation may earn a retainer of
$8,000 for one year's service. The retainer is payable in
cash or in common shares issued pursuant to the Plan. The
Plan permits the grant of up to 135,000 common shares over a
ten-year period. The Plan allows an outside director to elect
to receive an annual retainer and meeting fees in cash or in
common shares with a market value equivalent to the cash
retainer. Grants under the Plan may be for one or more years
of future service, and in such cases, the common shares
granted under the Plan are forfeitable until vested in
accordance with the Plan.
7.
<PAGE> 10
The Plan is administered by a Committee, appointed by the
Board of Directors, the members of which are not eligible to
participate in the Plan. Directors may elect vesting of common
shares issued pursuant to multiple-year grants in equal
amounts at the end of each year covered by the grant or they
may defer vesting until the end of the grant period. Common
share certificates issued by the Plan Committee are held by
the Corporation for at least two years prior to their delivery
to participants. Upon cessation of a participant's service as
an outside director for any reason other than ordinary
retirement, permanent disability or death, non-vested common
shares will revert to the Corporation. Directors have voting
and dividend rights with respect to granted shares commencing
on the date of grant, but may not sell, pledge or otherwise
transfer or encumber any such shares until they are vested or
the director receives certificates representing such shares
from the Corporation, whichever is later.
During 1995, director nominees Dean, Goodrich, Hackett, Kling,
McGinty, Jr., Irwin Miller, Odden and Solso participated in
the Plan. A four-year grant was made to each director
participant in 1995 pursuant to the Plan. At present, a total
of 11,874 common shares are registered in the names of the
participating director nominees. Other grants made under the
Plan since its inception in 1989 total 27,930 common shares.
Directors' Fees: In addition to the annual retainer described above, each
outside director of the Corporation received in 1995, $1,000
for attendance at each meeting of the Board of Directors of
the Corporation, $750 for attendance at each meeting of a
subsidiary Board, $500 for attendance at each meeting of a
committee of the Board of Directors, and $350 for attendance
at each meeting of a committee of the Board of Directors of a
subsidiary company.
No other fees are paid to directors for services rendered in
that capacity. Directors who are officers of the Corporation
or any of its subsidiaries do not receive any directors' fees.
8.
<PAGE> 11
Executive Compensation and Other Information
- --------------------------------------------------------------------------------
Summary of Cash and Certain Other Compensation
- --------------------------------------------------------------------------------
The following table provides certain summary information
concerning compensation paid or accrued by the Corporation and
its subsidiaries, to or on behalf of the Corporation's
Chairman (the Corporation does not formally use the title of
Chief Executive Officer) and each of the four other most
highly compensated executive officers of the Corporation for
the fiscal years ended December 31, 1993, 1994 and 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Long-Term
Annual Compensation All Other
Compensation(1,4) Awards Compensation(8)
--------------------------------------------------------------------------------------
Name & Principal Position Year Salary(2) Bonus(3) Option/SAR(#)
(a) (b) (c) (d) (g) (i)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William I. Miller 1995 $296,667 $301,250 13,700 $ 37,524(5,6)
Chairman 1994 $260,000 $266,328 16,600 $ 37,080(5,6)
1993 $235,833 $244,620 14,400 $ 29,953
--------------------------------------------------------------------------------------
John A. Nash 1995 $261,000 $232,362 10,300 $132,057(5,6)
President 1994 $240,000 $214,816 11,800 $118,95(05,6)
1993 $225,833 $208,380 12,800 $ 45,941
--------------------------------------------------------------------------------------
David C. Fulton(7) 1995 $195,000 $212,100 0 $ 11,1286
President -- Inland 1994 $185,000 $193,506 0 $ 12,2096
Mortgage Corporation 1993 $170,000 $253,638 0 $ 17,5636
--------------------------------------------------------------------------------------
Michael F. Ryan(7) 1995 $167,467 $ 89,725 5,000 $ 9,000(5,6)
President -- Irwin Union 1994 $170,414 $112,251 7,350 $ 18,621(5,6)
Bank and Trust Company 1993 $166,335 $ 84,907 7,600 $ 14,443
--------------------------------------------------------------------------------------
Thomas D. Washburn 1995 $151,000 $117,153 3,800 $ 3,600(6)
Senior Vice President and 1994 $140,333 $109,710 5,350 $ 3,600(6)
Chief Financial Officer 1993 $130,833 $107,021 5,200 $ 1,200
--------------------------------------------------------------------------------------
</TABLE>
1. Amounts other than salary are reported on an accrual basis.
2. Includes amounts directed by the executive officer to be
contributed on a pre-tax basis to Corporation savings plans.
3. Includes short-term bonus and profit sharing payments from
the Corporation and certain subsidiaries.
4. With respect to each individual named in the Summary
Compensation Table there were no perquisites or other personal
benefits, securities or property which, in the aggregate,
exceeded either $50,000 or 10% of the total of such
individual's annual salary and bonus.
5. Includes accruals made under a Supplemental Retirement
Benefit Plan. See "Supplemental Retirement Benefit Plan." (See
Note 8.)
6. Includes contributions by the Corporation or certain
subsidiaries to qualified savings plans. (See Note 8.)
7. Effective December 31, 1995 and January 2, 1996,
respectively, Mr. Fulton retired as President of Inland
Mortgage Corporation and Mr. Ryan retired as President of
Irwin Union Bank and Trust Company.
8. Detailed information relevant to the "All Other Compensation"
column in the Summary Compensation Table above is as follows:
9.
<PAGE> 12
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Qualified Corporate Life
Name SERP Savings Plan Insurance
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
1995 1995 1995
-------------------------------------------------------------------------------------
William I. Miller $ 33,924 $3,600 0
John A. Nash $128,457 $3,600 0
Michael F. Ryan $ 5,400 $3,600 0
Thomas D. Washburn 0 $3,600 0
David C. Fulton 0 $4,000 $7,128
-------------------------------------------------------------------------------------
</TABLE>
Stock Options and Stock Appreciation Rights
- --------------------------------------------------------------------------------
The following table contains information concerning the grant
of stock options and tandem limited stock appreciation rights
("SARs") under the Corporation's 1992 Stock Option Plan to the
named executive officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of Alternative to (f)
Total and (g):
Options/SARs Grant Date Value
Granted to Exercise
Options/ Employees or Base ---------------
SARs in Fiscal Price Expiration Grant Date
Name Granted1(#) Year ($/SH) Date Present Value(2)
(a) (b) (c) (d) (e) (h)
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William I. Miller 13,700 22% $31.38 4/25/05 $ 203,034
John A. Nash 10,300 17% $31.38 4/25/05 $ 152,646
Michael F. Ryan 5,000 8% $31.38 4/25/05 $ 74,100
Thomas D. Washburn 3,800 6% $31.38 4/25/05 $ 56,316
David C. Fulton 0 0 n/a n/a 0
</TABLE>
- --------------------------------------------------------------------------------
1.All grants are subject to a vesting schedule where 25% of
each grant is vested on the date of the grant and 25% of each
grant vests on the anniversary date of each grant in each of
the three years following the grant.
2.Total option values shown in Column (h) were derived using
the Binomial option pricing model. Assumptions used in the
valuation included an expected volatility factor of 0.27, an
expected future dividend yield of 0.0125, and a risk-free rate
of return of 0.0725. The Binomial model suggests a valuation
of $14.82 per share under these assumptions. The Black-Scholes
option pricing model would suggest a valuation of $14.69 per
share under these same assumptions. The use of a single value
as shown in the table above implies a precision to stock
option valuation which the Corporation does not believe exists
and which therefore may cause the above table to be
misleading. Accordingly, there is no assurance that the value
realized on the options, if any, will be at or near the value
estimated by the Binomial option pricing model. Future
compensation resulting from option grants is based solely upon
the performance of the Corporation's stock price.
10.
<PAGE> 13
Option/SAR Exercises and Holdings
- --------------------------------------------------------------------------------
The following table provides information, with respect to the
named executive officers, concerning the exercise of options
and/or SARs during the last fiscal year and unexercised
options and SARs held as of the end of the fiscal year:
AGGREGATED OPTIONS/SARs EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
SHARES VALUE NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NAME ACQUIRED REALIZED OPTIONS/SARS AT FISCAL IN-THE-MONEY OPTIONS/SARS
ON YEAR-END AT FISCAL YEAR-END1
EXERCISE (#)
(#)
---------------------------------------------------------------------------------------------------------
(D) (E)
(A) (B) (C) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William I. Miller n/a n/a 36,525 22,175 $ 726,694 $206,020
John A. Nash 60,000 $1,658,005 61,025 9,100 $ 1,661,812 $157,822
Michael F. Ryan 8,776 $ 222,289 10,625 5,575 $ 164,081 $ 96,650
Thomas D. Washburn 5,500 $ 159,188 36,025 3,975 $ 1,069,977 $ 96,650
David C. Fulton n/a n/a 3,150 0 $ 111,620 $ 0
---------------------
</TABLE>
1. The 1995 year-end stock price was $39.88 per share.
Long-Term Incentive Plans
- --------------------------------------------------------------------------------
The following table provides information concerning an award
made during the last fiscal year to the named executive
officer under the Inland Mortgage Corporation Long-Term
Incentive Plan. The award represents an accrued liability by
Inland Mortgage Corporation for the benefit of the named
executive officer. Amounts payable are determined by measuring
annual growth in stockholders' equity and mortgage loan
servicing portfolio value at Inland Mortgage. Potential awards
are calculated as three percent of such growth in years in
which return on equity of Inland Mortgage exceeds ten percent.
Awards are subject to a vesting schedule that is tied to years
of employment and participation in the Plan. Awards to the
named executive, who retired as President of Inland Mortgage
Corporation December 31, 1995, are fully vested and will be
distributed over a ten-year period, beginning January 1996.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
-----------------------------------------------------------------------------------------
Number of
Shares, Performance or
Units or Other Period Until Estimated Future Payouts
Other Maturation or Under Non-Stock Price-Based
Name Rights Payout Plans ($ or #)
(a) (b) (c) (d)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
David C. Fulton $ 463,000 Payable upon Retirement $ 463,000
-----------------------------------------------------------------------------------------
</TABLE>
11.
<PAGE> 14
PENSION PLAN TABLE
--------------------------------------------------------------
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------
$ 50,000 12,300 16,300 20,400 21,300 22,100
75,000 19,600 26,100 32,600 34,300 35,900
100,000 26,900 35,800 44,800 47,300 49,700
125,000 34,200 45,600 57,000 60,300 63,500
150,000 41,500 55,300 69,200 73,300 77,300
175,000 41,500 55,300 69,200 73,300 77,300
200,000 41,500 55,300 69,200 73,300 77,300
-------------------------------------------------------------------------------
</TABLE>
Pension Plan: A non-contributory qualified defined benefit Employees'
Pension Plan is maintained by the Corporation and certain of
its subsidiaries. The Plan provides principally for retirement
benefits to substantially all of the officers and employees of
these companies. Under the provisions of the Plan,
participating companies will contribute assets sufficient to
pay all benefits to Plan participants. Contributions to the
Plan are actuarially determined to fund the Plan's current
service cost on a current basis and to fund initial past
service costs over a period of 30 years. Employees who have
completed one year of service (1,000 hours worked during a
12-month period) are eligible for participation. Benefits vest
after five years credited service. In addition to benefits
paid to retiring employees, death and deferred termination
benefits are available to employees who meet certain
conditions under the Plan.
The table above shows the estimated annual benefits payable,
based on the assumptions indicated, under the Plan as in
effect on December 31, 1995. Basic wages considered for the
Plan are for the five consecutive Plan years of highest
compensation, and include basic compensation, commissions and
payments from short-term bonus plans. The table above does not
reflect reductions resulting from the receipt of Social
Security benefits.
The current years of service at December 31, 1995, for the
individuals named in the compensation tables above, are as
follows: Mr. Nash (29), Mr. Ryan (19), Mr. Washburn (19) and
Mr. Miller (5). Mr. Fulton is not covered by the Plan.
Supplemental Retirement Benefit Plan
- --------------------------------------------------------------------------------
On May 19, 1992, the Board of Directors approved the
Compensation Committee's recommendation to provide a
supplemental executive retirement benefit to William I. Miller
and Michael F. Ryan. A similar Plan was approved prior to 1992
for John A. Nash. The Plan provides Messrs. Miller and Ryan
with an amount of company-provided benefits not provided under
the Pension Plan because of the limitations imposed by
Sections 415 and 401(a)(17) of the Internal Revenue Code of
1986, as amended. Criteria used to determine amounts payable
under the supplemental Plan are the same as those used by the
Pension Plan; that is, service with the Corporation, age at
retirement and earnings. Benefits are measured in the same
manner as under the Pension Plan, using credited service with
the Corporation. Method of payment of the supplemental benefit
is a monthly annuity payable for life, with a guarantee of 180
payments.
12.
<PAGE> 15
Compensation Committee Interlocks and Insider Participation
- --------------------------------------------------------------------------------
Members of the Compensation Committee of the Corporation's
Board of Directors during 1995 were outside directors
Goodrich, Kling, and Sakai. No Committee member was, during
1995, an officer or employee of the Corporation or any of its
subsidiaries.
Board Compensation Committee Report On Executive Compensation
- --------------------------------------------------------------------------------
Executive compensation is reviewed and approved annually by
the Compensation Committee of the Board of Directors. Each
member of the Compensation Committee is a non-employee
Director. Members of the Committee are Mr. David W. Goodrich,
Mr. William H. Kling, and Mr. James T. Sakai. Set forth below
is a report submitted by Messrs. Goodrich, Kling, and Sakai in
their capacity as the Board's Compensation Committee
addressing the Corporation's compensation policies for 1995.
The Corporation does not formally use the title "Chief
Executive Officer." The principal executive officer of the
Corporation is the Chairman, Mr. William I. Miller.
I. Compensation Policy for Executive Officers.
-------------------------------------------------------------------------
The Compensation Committee believes that compensation plans
make up only one element in the overall management system of
the Corporation. Furthermore, appropriate compensation
policies are a necessary, but not sufficient, condition for
achieving the Corporation's goals. A good compensation system
will not guarantee that we achieve our goals, but a poor
system can result in those goals not being achieved.
This interdependence requires that the Corporation's
compensation system grow out of and be consistent with our
corporate philosophies and strategy. Accordingly, the kind of
company we want the Corporation to be, the strategic direction
we are pursuing, and the kinds of people needed to bring that
vision to life are the starting points for developing our
philosophy and system of compensation.
The Corporation's executive compensation system focuses on the
total compensation package of the Corporation's top
executives. The Corporation's objective is to correlate total
compensation with company performance so that median
performance relative to similar companies in its industry will
produce median total compensation for individuals relative to
comparable positions in peer companies; inferior performance
will produce below median compensation; and superior
performance will produce above median compensation.
This approach requires that the Corporation start by defining
the appropriate peer group, both for individual positions and
the Corporation as a whole. For individual positions, this
decision is based on the relative level and scope of
responsibilities inherent in the position, and the talent and
skills required for success. The traditional measure for the
scope of responsibilities in commercial banks and bank holding
companies is asset size. Mortgage banking companies generally
look at both loan closing volume and loan servicing size. The
13.
<PAGE> 16
Corporation's strategy is to enhance capital productivity,
which is defined as generating proportionately larger streams
of revenues and profits from a given capital and asset base.
Accordingly, asset growth in itself is not one of the
strategic objectives of the Corporation and the Corporation's
success at pursuing its strategy is not best defined by
asset size. As a result, in calibrating the scope of
responsibility of a given position, the Corporation looks at
comparable positions in other companies in multiple asset
size groups as well as peer companies defined by other
measures (such as total market capitalization or revenues)
when they are available.
Performance comparisons are generally made from the
shareholder's perspective. That is, groups of companies are
selected that may be seen as alternative investments by
current and prospective investors. Even so, the Corporation's
most direct competitors for executive talent are not
necessarily all of the companies that would be included in a
peer group selected to compare shareholder returns. Thus,
although there may be some overlap, the surveys selected for
compensation review purposes do not contain information on the
same companies as those found in the peer group indices in the
Comparison of Five-Year Cumulative Total Return graph included
in this proxy statement.
All of the Corporation's operating companies (including the
Corporation as a separate entity) use multiple sources of both
compensation and performance data. This is because experience
has shown that results can vary greatly from one survey to the
next. In the case of compensation market data, the
Compensation Committee is provided with multiple sources of
data on each executive position reviewed. When available, the
information is in the form of 25th percentile, median, and
75th percentile compensation. Four different market
compensation comparisons were considered for the Chairman in
1995.
Historically, total compensation has been defined in surveys
to include only base salary and the annual bonus. As reliable
information on the present value of long-term grants becomes
more available, it will be used as additional support for
compensation decisions.
The percent of total compensation that is variable increases
with the executive's position with the Corporation. This is
consistent both with the individual's influence on results and
his/her economic capacity to tolerate volatility in
compensation levels.
In addition to information on the market level of
compensation, members of the Committee review a summary of
individual performance over the past year including key
accomplishments, strengths, and weaknesses. They also may
consider their own subjective assessments of an executive's
performance and relative contribution to the organization.
14.
<PAGE> 17
II. The Elements of Executive Compensation and Corporate Performance.
-------------------------------------------------------------------------
A. Base Salary
Turning to a review of each of the elements of the total
compensation package, base salary is important in achieving
one of the Corporation's compensation goals which is
attracting and retaining qualified executives. Base salary is
generally targeted to be at the median of similar positions in
the industry. Exceptions may exist when a higher level of base
salary would be required to attract or retain a uniquely
qualified executive officer. In order to maintain the target
position, annual increases are approximately equal to the
median increases in the respective industries in which our
operating companies compete unless the growth of the company
warrants comparison with a larger peer group within that
industry. The total base salary paid to the Chairman in 1995
was $296,667, up 14.1% from 1994.
B. Annual Short-Term Bonus
The annual bonus is the component that provides a current cash
compensation reward for above median current performance. Each
executive officer participating in the annual bonus plan has a
payment target expressed as a percentage of base salary. The
Corporation believes that, when combined with properly
selected performance targets, this rewards managers for making
investments in future performance, valuing consistency, and
managing risk.
Operating company heads receive part of their target annual
bonus based upon the performance of their company, and part
based upon consolidated performance of the Corporation. In
this way, they have a financial incentive to achieve potential
synergies between operating companies.
We believe that the best performance targets are those which
are objectively and consistently measured, as well as easily
understood by participants. Most of the bonus plans of the
Corporation and its operating companies include return on
equity as the key performance measure. Specific performance
targets for each year are approved by the board of directors
of each operating company and of the Corporation and are based
upon a variety of factors including historical and expected
industry performance, the estimated required rate of return by
investors, and the prior year's budgeted and actual
performance.
Payments under the annual bonus plans vary with company
performance. The formulas used to calculate payouts are based
on changes in proportion with performance between three
defined points: a threshold, the target, and two-times target.
Included below is an illustrative diagram showing the general
structure of our annual bonus plan payout formulas. It does
not represent the actual formula for any specific plan.
15.
<PAGE> 18
Example Annual Bonus Payout Formula
[CRC To Come]
There is no payout until a minimum threshold of performance is
achieved. Payments increase proportionately until they reach
target payout at target performance. Performance above target
increases payments proportionately until they reach twice the
target level. This point is chosen with the intent of aligning
total relative compensation with relative performance. For
example, if the performance required to produce twice the
target level of bonus were set at approximately the 90th
percentile of industry performance, base salary plus twice the
target level of bonus produces total compensation no higher
than the 90th percentile for the industry. Plan payments are
not capped, but the rate of increased payment slows
considerably at performance levels above the level required
for twice the target amount.
C. Long-Term Incentives
Long-term incentive plans are provided to supplement the
incentive provided by annual bonus plans for building the
value of the Corporation over the long term. Operating company
heads may receive the majority of their long-term compensation
based upon growth in the value of their subsidiary operating
company. Certain holding company executive officers and some
operating company executive officers are provided with
long-term incentive compensation through grants of
non-qualified stock options. Existing stock option plans of
the Corporation include the ability to grant stock
appreciation rights in addition to options.
16.
<PAGE> 19
III. Formulation of the Chairman's Compensation.
-------------------------------------------------------------------------
The Chairman's current compensation package includes a base
salary of $310,000 plus an annual bonus at target performance
of 45% of base salary or $139,500. As noted above, there is no
single, clear measure of market compensation for executive
positions in the Corporation. The Compensation Committee used
four different market surveys for the Chairman's position in
1995. Based on these surveys, estimates of the 25th
percentile, median, and 75th percentile points of total annual
compensation were made.
Actual total cash compensation paid to the Chairman for 1995
was $597,917, up 13.6% from 1994. Return on average equity for
1995 was 22.60%, compared to 23.91% in 1994. We believe that
both returns are in the top decile of peer performance. Total
shareholder return (including dividends and price
appreciation) was 50.9% for 1995 and 8.5% for 1994 for Irwin
Financial. This compares to 38.9% in 1995 and 0.6% in 1994 for
the Russell 2000 Financial Services Sector Index.
For long-term incentive compensation purposes, the Chairman
received an option grant of 13,700 shares in 1995 at an
exercise price of $31.38 per share (representing the mean
between the bid and asked prices on the grant date). The
Chairman also received a grant of 16,600 shares in 1994 at an
exercise price of $22.75 per share. The Chairman also received
a grant of 14,400 shares in 1993 at an exercise price of
$22.13 (split adjusted) per share and a grant of 14,000 shares
in 1992 at an exercise price of $11.81 (split adjusted) per
share. These four grants are the only long-term grants
outstanding for the Chairman. Through employment of the
"Black-Scholes" and "Binomial" option pricing models,
respectively, we estimate that the present value of the 1995
options at grant date was $201,253 to $203,034.
David W. Goodrich William H. Kling James T. Sakai
17.
<PAGE> 20
Comparison of Five-Year Cumulative Total Return
Irwin Financial Corp., Russell 2000 & Russell 2000 Financial Services Sector(1)
- --------------------------------------------------------------------------------
[CRS to Come]
Interest of Management in Certain Transactions
- --------------------------------------------------------------------------------
Certain directors and officers of the Corporation or its
subsidiaries, and the associates of such persons, were
customers of and had transactions with subsidiaries of the
Corporation in the ordinary course of business during the past
year, including insurance services, corporate and personal
trust services and general commercial and mortgage banking
business. Additional transactions may be expected to take
place between such persons and these subsidiaries. All
outstanding loans and commitments included in such
transactions were made in the ordinary course of business and
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
the normal risk of collectibility or present other unfavorable
features.
Companies controlled by Irwin Miller, Clementine Tangeman and
William I. Miller purchased commercial paper from the
Corporation from time to time during the year. The maximum
amount outstanding during 1995 was $18,253,943.62 and the
amount outstanding at year end was $18,004,706.03. In the
opinion of management, the rates paid by the Corporation on
these commercial paper transactions were comparable to the
prevailing rates for such transactions at the time of the
respective transactions.
In addition to corporate and personal trust services and
general banking business, companies owned or controlled by
Messrs. Miller and Mrs. Tangeman purchased insurance services
(offered by a subsidiary of Irwin Union Bank, Irwin Union
18.
<PAGE> 21
Insurance, Inc., to the companies and to the public,
generally, as a regular service) for the sale of which Irwin
Union Insurance, Inc. received gross commissions in 1995 of
approximately $17,962. The commissions paid were at the same
rate as those prevailing on comparable sales to the general
public.
During 1995, the Corporation made payments totaling $42,269.05
to a company controlled by Messrs. Miller and Mrs. Tangeman in
exchange for the administrative and support services of an
employee of such company. In the opinion of management, such
payment was comparable to, or more favorable to the
Corporation than, the cost of hiring an additional employee.
Irwin Union Bank has leased, on a year-to-year basis, certain
properties for parking purposes in downtown Columbus, Indiana
from a partnership owned and controlled by Mr. Irwin Miller
and Mrs. Tangeman and a company controlled by Mr. Miller and
Mrs. Tangeman. The aggregate annual rental in 1995 for the
parking space was $3,840. In the opinion of management, these
lease terms are comparable to those unaffiliated persons would
charge.
On December 28, 1995, Irwin Union Bank purchased a parcel of
real estate located in the business district of Columbus,
Indiana (adjacent to the bank's main office property) from
Miller & Company, L.P. for a total purchase price of $800,000.
In the opinion of the Board of Directors of Irwin Union Bank
and management, the purchase price was comparable to that
which would have been paid to unaffiliated persons.
Inland Mortgage has a correspondent relationship with Fulton
Financial Corp., a mortgage broker located in Cleveland, Ohio.
The President of Fulton Financial Corp., Thomas Q. Fulton, is
a brother of David C. Fulton, an executive officer of the
Corporation during 1995. In 1995, Inland Mortgage purchased
$9,236,470 of mortgage loans at market prices from Fulton
Financial Corp. This amounted to approximately .45% of the
total mortgage loans purchased by Inland Mortgage from
correspondents in 1995.
In 1979, Irwin Union Insurance, Inc., as an independent
property/casualty insurance agency, was appointed to represent
and offer property/casualty and liability products of The St.
Paul Companies to its customers. Director Nominee Kling is
also a director of The St. Paul Companies. In 1995, Irwin
Union Insurance, Inc. received gross agency commissions of
$51,530.45 from The St. Paul Companies.
2. Confirming Appointment of Auditors
- --------------------------------------------------------------------------------
The Board of Directors recommends confirmation of the
appointment of Coopers & Lybrand L.L.P., certified public
accountants, to audit the books and accounts of the
Corporation for 1996. No member of the firm has any material
interest, financial or otherwise, in the Corporation or any of
its subsidiaries.
In accordance with past practice, management has invited
representatives of Coopers & Lybrand L.L.P. to be present at
the Annual Shareholders' Meeting. Management expects the
representatives to attend the meeting. If present, these
19.
<PAGE> 22
representatives will have an opportunity to make a statement,
if they so desire, and will be available to respond to
appropriate questions from shareholders.
See "Director Meetings and Committees" for information
regarding the Corporation's Audit Committee.
3. Proposal to Increase the Number of Authorized Common Shares to 40,000,000
Shares
- --------------------------------------------------------------------------------
The Board of Directors has proposed, subject to approval by
the shareholders, that an amendment to Article V of the
Articles of Incorporation of the Corporation, as amended, be
adopted to increase the total number of authorized common
shares of the Corporation from 7,500,000 shares to 40,000,000
shares. As of March 12, 1996, the record date for determining
shareholders entitled to vote at the Annual Meeting, 5,667,003
common shares were issued and outstanding. All attributes of
the additional common shares to be authorized by the proposed
amendment would be the same as those of existing common
shares.
The Board of Directors believes that the proposed increase in
the number of authorized common shares is desirable so that
common shares will be available for issuance from time to
time, without further action or authorization by the
shareholders except as may be required by law, for such
general corporate purposes as may be determined by the Board
of Directors. Such general purposes would include those which
have been employed by the Corporation in the past, namely: the
payment of dividends with stock under the Irwin Financial
Corporation Dividend Reinvestment and Common Stock Purchase
Plan, the exercise by stock option grantees of options granted
to them under the Irwin Union Corporation 1986 Stock Option
Plan, the Irwin Financial Corporation 1992 Stock Option Plan,
or future similar plans, and the purchases by the Irwin
Financial Corporation Employees' Stock Purchase Plan II, the
Irwin Financial Corporation Outside Director Restricted Stock
Compensation Plan, the Irwin Financial Corporation Employees'
Savings Plan, and the Inland Mortgage Corporation Retirement
and Profit Sharing Plan of Corporation common shares pursuant
to elections made by Plan participants. Other general
corporate purposes might include the declaration of common
share dividends, the declaration of common share splits,
increasing capital through public offerings of common shares
or convertible equity or debt securities, or the acquisition
of other companies, and other general corporate purposes as
authorized by the Articles of Incorporation and applicable
state and federal laws. The additional common shares could
also be issued in a private placement transaction to a third
party whom the Board of Directors favors in the event
competing bidders are seeking to acquire control of the
Corporation.
To the extent that any additional common shares or securities
convertible into common shares are issued on other than a pro
rata basis to current shareholders, the present ownership
position of current shareholders would be diluted. Holders of
common shares would not have any preemptive rights to
subscribe for or purchase any additional common shares or
convertible securities that may be issued in the future.
20.
<PAGE> 23
Approximately 213,212 common shares are subject to issuance
upon the exercise of outstanding options in accordance with
the terms of existing option plans, and additional common
shares may be issued in the future pursuant to the
Corporation's stock option plans. See "Stock Options." The
Corporation has no other plans to issue additional common
shares.
The Board of Directors recommends that shareholders vote FOR
approval of this proposal.
Annual Report on Form 10-K
- --------------------------------------------------------------------------------
Management will furnish to any shareholder, without charge, a
copy of the Corporation's Annual Report on Form 10-K for 1995,
together with all financial statements, the schedules thereto
and a list of the Exhibits filed therewith. If any shareholder
wishes a copy of the Exhibits filed with the Corporation's
Annual Report on Form 10-K, the Corporation will furnish the
Exhibits without charge. All requests for copies should be in
writing and directed to Thomas D. Washburn, Chief Financial
Officer, Irwin Financial Corporation, P.O. Box 929, Columbus,
Indiana 47202. The Annual Report on Form 10-K will be
available to requesting shareholders on or about March 31,
1996.
Deadline for Shareholder Proposals for 1997 Annual Meeting
- --------------------------------------------------------------------------------
As required by law, all proposals of shareholders of the
Corporation which are otherwise eligible for inclusion in the
Corporation's proxy material must be received at the
Corporation's principal executive offices, 500 Washington
Street, Columbus, Indiana 47201, prior to November 29, 1996,
in order for the proposals to be considered for inclusion in
the Corporation's proxy statement and form of proxy for the
1997 Annual Meeting.
Miscellaneous
- --------------------------------------------------------------------------------
As of the date of this proxy statement, the Board of Directors
of the Corporation has no knowledge of any matters to be
presented for consideration at the meeting other than the
matters described herein. If (a) any matters not within the
knowledge of the Board of Directors as of the date of this
proxy statement should properly come before the meeting; (b) a
person not named herein is nominated at the meeting for
election as a director because a nominee named herein is
unable to serve or for good cause will not serve; (c) any
proposals properly omitted from this proxy statement and the
form of proxy should come before the meeting; or (d) any
matters should arise incident to the conduct of the meeting,
then the proxies will be voted in accordance with the
recommendation of the Board of Directors of the Corporation.
MATTHEW F. SOUZA, Secretary
March 28, 1996
21.
<PAGE> 24
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IRWIN FINANCIAL CORPORATION PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned does hereby nominate, constitute, and appoint John
A. Nash and William I. Miller and each of them (with full power to
act without the other), with full power of substitution to each,
the true and lawful Proxies of the undersigned to attend the
Annual Meeting of the Shareholders of the Corporation, to be held
at the main offices of the Corporation, 500 Washington Street,
Columbus, Indiana, on Tuesday, April 30, 1996, at 4:00 p.m.,
(Columbus time), or at any adjournment thereof, and to vote all
shares of the Corporation which the undersigned is entitled to
vote upon the matters referred to in this proxy and in the notice
of said meeting to the same extent and with all the powers the
undersigned would possess if personally present and voting at such
meeting or at any adjournment thereof, and the Proxies are
directed to:
1. Vote FOR / / or WITHHOLD AUTHORITY to vote for / / the election
of the 11 directors listed below. (The Board of Directors
recommends a VOTE FOR this proposal.) S.A. Dean; D.W. Goodrich;
J.T. Hackett; W.H. Kling; J.C. McGinty, Jr.; Irwin Miller; W.I.
Miller; J.A. Nash; L.R. Odden; J.T. Sakai and T.M. Solso.
Instructions: to withhold authority to vote for any individual
nominee, print that nominee's name in the space provided below.
------------------------------------------------------------------
2. Vote FOR / / or AGAINST / / or ABSTAIN from voting for / /
confirmation of the appointment of the firm of Coopers &
Lybrand, certified public accountants, as the Corporation's
independent auditors. (The Board of Directors recommends a VOTE
FOR this proposal.)
3. Vote FOR / / or AGAINST / / or ABSTAIN from voting for / /
approval of an amendment to the Articles of Incorporation to
increase the total number of authorized Common Shares of the
Corporation. (The Board of Directors recommends a VOTE FOR this
proposal.)
4. Vote in their discretion upon such other business as may
properly come before the meeting or any adjournment thereof.
(Continued on other side)
(Continued from other side)
THIS PROXY WILL BE VOTED AS YOU SPECIFY ABOVE. IF NO SPECIFICATION
IS MADE, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED FOR THE
DIRECTORS NAMED IN THE PROXY STATEMENT, FOR THE CONFIRMATION OF
THE APPOINTMENT OF COOPERS & LYBRAND AS THE CORPORATION'S
INDEPENDENT AUDITORS, FOR APPROVAL OF THE AMENDMENT TO THE
ARTICLES OF INCORPORATION, AND THE PROXIES MAY VOTE IN THEIR
DISCRETION UPON SUCH OTHER MATTERS AS PROPERLY MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned acknowledges receipt of notice of said meeting and
the accompanying proxy statement and hereby revokes all proxies
heretofore given by the undersigned for said meeting.
<TABLE>
<S> <C>
THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTING Dated: 1996
THEREOF. --------------------------------------------
SIGN EXACTLY AS NAME(S) APPEARS HERE. --------------------------------------------
--------------------------------------------
(Please sign exactly as name appears on
stock certificate. If there are two or more
co-owners, all must sign.)
IMPORTANT: Please sign, date and return this
proxy promptly in the enclosed envelope. No
postage required if mailed in the United
States.
</TABLE>
