<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:
[ ] 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 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction 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:
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<PAGE> 2
Irwin Financial Corporation 500 Washington Street, Columbus, Indiana 47201
- --------------------------------------------------------------------------------
March 30, 2000
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 Holiday
Inn Conference Center, 2480 Jonathan Moore Pike, Columbus,
Indiana, on Thursday, April 27, 2000, 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 2000;
3. to hear such reports as may be presented; and
4. 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 encourage you to date, sign, and mail the enclosed proxy 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.
Enclosed with this notice are the Corporation's Annual Report
to Shareholders for 1999, the Annual Report on Form 10-K, and
a Proxy Statement.
Matt Souza, Secretary
<PAGE> 3
Proxy Statement of Irwin Financial Corporation
- --------------------------------------------------------------------------------
For Annual Meeting of Shareholders to be held April 27, 2000
General Information
- --------------------------------------------------------------------------------
This proxy statement and the accompanying form of proxy are
furnished in connection with the solicitation by the Board of
Directors of Irwin Financial Corporation (the "Corporation")
of proxies to be used at the Corporation's Annual Meeting of
Shareholders on Thursday, April 27, 2000, at the Holiday Inn
Conference Center, 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 30, 2000.
1.
<PAGE> 4
Voting Securities and Principal Holders
- --------------------------------------------------------------------------------
Only shareholders of record at the close of business on March
9, 2000, will be entitled to vote. On March 9, 2000, there
were 21,045,469 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 9, 2000, 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> <C>
Common IFC Trust Under Trust 5,160,592(1) 24.52%
Shares Agreement
dated 6/29/90,
Clementine M. Tangeman,
Donor,
Irwin Miller, Trustee
301 Washington Street
Columbus, Indiana
Common Irwin Miller 5,311,890(1,2) 25.24%
Shares 301 Washington Street
Columbus, Indiana
Common William I. Miller 10,756,472(1,3) 51.08%
Shares 500 Washington Street
Columbus, Indiana
-------------------------------------------------------------------------------------------
</TABLE>
1. Certain shares owned by the IFC Trust (5,160,592 shares which
were donated to the Trust by the Estate of Mrs. Clementine
Tangeman) and Mr. Irwin Miller (5,160,544 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 10,321,136 shares, pursuant to options purchased
by Mr. Miller from Mrs. Clementine Tangeman and Mr. Irwin
Miller, within 60 days but subject to certain contingencies.
2. Includes 132,535 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; 9,024 shares as to which Mr. Miller
holds voting and investment power; 7,987 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; and
1,800 shares which Mr. Miller has the right to acquire within
60 days of the record date through the exercise of stock
options.
3. See Footnote 1 above. Includes 156,858 shares as to which Mr.
Miller holds voting and investment power; 22,812 shares that
Mr. Miller is the custodian of on behalf of his children and
for which Mr. Miller expressly disclaims any beneficial
interest; 5,071 shares that are held in the 1998 William I.
Miller Annual Exclusion Trust, Lynne M. Maguire, Trustee, for
which Mr. Miller expressly disclaims any beneficial interest;
and 250,595 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 Ownership
of Management The following information is given as of March 9, 2000, for
the nominees for directors, individually, and all director
nominees and executive officers of the Corporation as a group.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Name of Amount and Nature of
Class Beneficial Owner Beneficial Ownership(3,4) % of Class
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares Sally A. Dean(2) 13,302 .06%
Common Shares David W. Goodrich(2) 15,885 .08%
Common Shares John T. Hackett(2) 33,216 .16%
Common Shares William H. Kling(2) 13,290 .06%
Common Shares Brenda J. Lauderback(2) 5,746 .03%
Common Shares John C. McGinty, Jr.(2) 15,546 .07%
Common Shares William I. Miller(2) 10,756,472(1) 51.08%
Common Shares John A. Nash(2) 625,040 2.93%
Common Shares Lance R. Odden(2) 16,723 .08%
Common Shares Theodore M. Solso(2) 33,259 .16%
Common Shares Director Nominees and
Executive Officers as a
Group (22 persons) 12,083,362(5) 57.38%
-------------
</TABLE>
1. See Footnotes 1 and 3 under "Voting Securities and Principal
Holders."
2. Director nominee.
3. For director nominees, Dean (5,751 shares), Goodrich (3,668
shares), Hackett (6,728 shares), Kling (9,490 shares),
Lauderback (2,288 shares), McGinty (10,727 shares), Odden
(9,583 shares) and Solso (8,845 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 Plans.
4. 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:
Miller (250,595 shares), Nash (302,060 shares), and other
director nominees (19,183 shares).
5. Includes shares that the other executive officers have a
right to acquire within 60 days of the record date through
the exercise of stock options (310,610 shares). See also
Footnotes 3 and 4 above.
3.
<PAGE> 6
1. Election of Directors
- --------------------------------------------------------------------------------
Ten 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 ten 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 9, 2000, (a) the
name, age, year in which the nominee was first elected as a
director of the Corporation 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 1999; 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.
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------
Sally A. Dean Sally A. Dean
(Director since 1995)
Ms. Dean is a retired Senior Vice President of Dillon, Read & Co. Inc. (investment
bank). She serves as Chairman of the Paideia School Endowment Board and Immediate Past
President of the Board of Trustees of Randolph-Macon Woman's College. In 1999, Ms. Dean
attended 100% of the Corporation's Board and Committee meetings of which she was a
member. Age 51.
---------------------------------------------------------------------------------------
David W. Goodrich David W. Goodrich
(Director since 1986)
Mr. Goodrich is President and CEO of Central Indiana Corporate Partnership since June
1999. He was the former President of the Indianapolis, Indiana Colliers Turley Martin
Tucker Company (realty company). He is the Chairman Elect of Clarian Health Partners,
Inc.; Vice President of the Board of Citizens Gas and Coke Utility; board member of
American United Life Insurance Company, and Colliers Turley Martin Tucker Company. In
1999, Mr. Goodrich attended 91% of the Corporation's Board and Committee meetings of
which he was a member. Age 52.
---------------------------------------------------------------------------------------
</TABLE>
4.
<PAGE> 7
<TABLE>
<S> <C>
John T. Hackett John T. Hackett*
(Director since 1981)
Mr. Hackett is Managing General Partner of CID Equity Partners, L.P. (a private equity
investment partnership). He is a board member of Meridian Insurance Group, Inc., the
Wabash National Corp., the Ball Corporation, and Waterlink, Inc. In 1999, Mr. Hackett
attended 88% of the Corporation's Board and Committee meetings of which he was a
member. Age 67.
---------------------------------------------------------------------------------------
William H. King William H. Kling
(Director since 1993)
Mr. Kling has been President of Minnesota Public Radio since 1966 (regional network of
29 public radio stations). In 1987, he became the President of the Greenspring Company
(a diversified media, direct marketing, and mail order company). He is President of
Minnesota Communications Group (parent company to Minnesota Public Radio and
Greenspring). He is a board member of The St. Paul Companies, The Wenger Corporation,
Media One of St. Paul and several Funds of the American Funds family of the Capital
Group. In 1999, Mr. Kling attended 100% of the Corporation's Board and Committee
meetings of which he was a member. Age 57.
---------------------------------------------------------------------------------------
Brenda J. Lauderback Brenda J. Lauderback
(Director since 1996)
Ms. Lauderback is the former President of the Wholesale Group of the Nine West Group,
Inc. She is a board member of Consolidated Stores, Josten's Corp. of Minneapolis, and
Louisiana-Pacific Corporation. She is a Trustee for the Hord Foundation, and serves on
the Advisory Committee of For All Kids Foundation. In 1999, Ms. Lauderback attended
100% of the Corporation's Board and Committee meetings of which she was a member. Age
49.
---------------------------------------------------------------------------------------
John C. McGinty, Jr. John C. McGinty, Jr.*
(Director since 1991)
Mr. McGinty is President of Peregrine Associates, Inc. (healthcare, governance, and
leadership consulting firm). He is the Managing Director of The Greeley Company
(healthcare leadership consulting, strategic planning, education, and publications) and
a part-time faculty member at Indiana University. From 1986 to 1997, Mr. McGinty was
the President and Chief Executive Officer of Southeastern Indiana Health Management,
Inc. and Columbus Regional Hospital. In 1999, Mr. McGinty attended 100% of the
Corporation's Board and Committee meetings of which he was a member. Age 49.
---------------------------------------------------------------------------------------
</TABLE>
5.
<PAGE> 8
<TABLE>
<S> <C>
William I. Miller William I. Miller*
(Director since 1985)
Mr. Miller is Chairman of Irwin Financial Corporation. He is a director of Cummins
Engine Company, Inc., The Tennant Company, Public Radio International, the New
Perspective Fund, Inc. and the New World Fund, Inc. of the American Funds family of the
Capital Group. He is a Trustee of EuroPacific Growth Fund of the American Funds family
of the Capital Group and Taft School. In 1999, Mr. Miller attended 100% of the
Corporation's Board and Committee meetings of which he was a member. Age 43.
---------------------------------------------------------------------------------------
John A. Nash John A. Nash*
(Director since 1972)
Mr. Nash is Chairman of the Executive Committee and President of Irwin Financial
Corporation. He is a member of the Board of Trustees of Columbus Regional Hospital. In
1999, Mr. Nash attended 100% of the Corporation's Board and Committee meetings of which
he was a member. Age 62.
---------------------------------------------------------------------------------------
Lance R. Odden Lance R. Odden
(Director since 1991)
Mr. Odden is President of Taft School (private educational institution). He has been
Headmaster since 1972. Mr. Odden is a Trustee of the National Association of
Independent Schools, The Gunnery School, and Cambridge Academies. In 1999, Mr. Odden
attended 100% of the Corporation's Board and Committee meetings of which he was a
member. Age 60.
---------------------------------------------------------------------------------------
Theodore M. Solso Theodore M. Solso*
(Director since 1993)
Mr. Solso is Chairman and CEO of Cummins Engine Company, Inc. He served as President
and Chief Operating Officer of Cummins from 1994 to 1999. He is a board member of the
Ashland Company, and Cummins Engine Company, Inc., and a Trustee of DePauw University.
In 1999, Mr. Solso attended 100% of the Corporation's Board meetings. Age 53.
---------------------------------------------------------------------------------------
</TABLE>
* Member of the Executive Committee.
6.
<PAGE> 9
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 the Securities Exchange Act of 1934 requires
the Corporation's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Corporation's equity securities, to file with 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.
7.
<PAGE> 10
Director Meetings and Committees
- --------------------------------------------------------------------------------
The Board of Directors of the Corporation held four meetings
in 1999.
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 1999, the Audit Committee was composed of
directors Dean, Hackett, Lauderback, and McGinty. The
Committee held four meetings during 1999.
The Corporation's Compensation Committee reviews and considers
recommendations from management concerning the executive
compensation policies, employee benefit plans and the 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. The
Committee members are Dean, Goodrich, and Kling. The
Compensation Committee held three meetings in 1999.
The Corporation's Governance 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 1999, the
members of the Governance Committee were directors Goodrich,
McGinty, Miller, Nash, and Odden. The Governance Committee
held four meetings in 1999.
The Corporation's Executive Committee acts on the Board's
behalf at such times as may be designated by the Board
pursuant to the conduct of the business of the Board. In 1999,
the members of the Executive Committee were directors Hackett,
McGinty, Miller, Nash, and Solso. The Executive Committee held
no meetings in 1999.
8.
<PAGE> 11
Outside Director
Compensation Under the outside directors' fee schedule, from January 1,
1999 to December 31, 1999 each outside director of the
Corporation earned a retainer of $33,000 for one year's
service. $15,000 of the retainer is paid in the form of stock
options. The remainder of the retainer is payable in cash,
additional stock options, or in common shares issued pursuant
to the Outside Director Restricted Stock Compensation Plan. In
addition, each outside director of the Corporation received
$1,000 for attendance at each meeting of the Board of
Directors of the Corporation, $1,000 for attendance at each
meeting of a subsidiary Board, $1,000 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. The committee chairpersons
also received an additional retainer of $3,000.
Effective January 1, 2000, the Corporation's outside director
compensation increased to $45,000 in retainer fees, of which
$25,000 is paid in the form of stock options. An additional
retainer of $3,000 is paid to each committee chairperson. Each
outside director will receive $1,000 for attendance at each
meeting of the Board of Directors of the Corporation and
$1,000 for attendance at each meeting of a committee of the
Board of Directors.
The 1999 Outside Director Restricted Stock Compensation Plan
(the "Plan") covers only non-employee directors of the
Corporation and its subsidiaries. The Plan allows an outside
director to elect to receive his or her annual retainer fees
and/or meeting attendance fees (collectively, "Director Fees")
in the form of common shares rather than in cash with a market
value equivalent to the cash value of the fees. The Plan
permits the grant of up to 100,000 common shares through
December 31, 2009. Grants under the Plan may be for one or
more years of future service. The common shares granted under
the Plan are subject to forfeiture on a pro rata basis if the
outside director recipient does not serve until the end of the
Plan year to which such common shares apply. Common shares so
forfeited will revert to the Corporation.
The Plan is administered by a Committee, appointed by the
Board of Directors. Except for 1999 and an election for a
calendar year in which a person first becomes an outside
director, each election shall be effective for not less than
one calendar year but may be made for additional calendar
years subject to any limitation imposed by the Plan Committee
at the time an election is made. A grant of common shares for
multiple years of service will be equal to the value of the
cash retainer and/or meeting fees earned during the number of
years covered by the grant.
Before delivery to outside directors, certificates issued by
the Plan Committee will be held by the Corporation's Secretary
for one year after the last date covered by the election
pursuant to which the common shares were issued, or an earlier
date determined by the Committee.
An outside director shall have no rights as a shareholder with
respect to common shares subject to an election until the date
of issuance of a certificate representing those shares. Upon
the issuance of a certificate, the outside director shall have
the power to vote the common shares represented thereby on all
matters presented to a vote of the shareholders of the
Corporation and shall be entitled to receive all
9.
<PAGE> 12
dividends and other distributions declared or paid by the
Corporation on those shares. An outside director shall have no
right to sell, pledge, encumber or otherwise dispose of any
common shares issued pursuant to the Plan during the time the
certificates representing common shares held by the Secretary,
other than for transactions between the outside director and
the Corporation or any director of the Corporation or an
affiliate.
At present, a total of 17,447 common shares are registered
under the 1999 Plan in the names of the participating director
nominees. A total of 24,112 shares have been granted to
participants in the 1999 Plan. Grants made under the previous
Plan since its inception in 1989 total 102,402 common shares.
During 1999, director nominees Dean, Hackett, Kling, McGinty,
Odden, and Solso participated in the Plan.
No fees other than as described herein 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 compensation for services as a Director.
10.
<PAGE> 13
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, 1997, 1998, and 1999:
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation All Other
Annual Compensation(1,4) Awards Compensation(7)
----------------------------------------------------------------------------------------------------
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 1999 $440,000 $644,855 49,600 $156,597(5,6)
Chairman 1998 $393,000 $440,000 28,020 $ 80,624(5,6)
1997 $374,600 $425,863 42,180 $ 69,481(5,6)
----------------------------------------------------------------------------------------------------
John A. Nash 1999 $306,667 $327,793 25,700 $398,255(5,6)
President 1998 $295,000 $240,000 16,760 $192,988(5,6)
1997 $281,667 $232,902 27,240 $158,886(5,6)
----------------------------------------------------------------------------------------------------
Rick L. McGuire 1999 $250,000 $322,458 4,800 $ 10,172(6,8)
President-Irwin 1998 $213,333 $289,007 2,420 $ 10,172(6,8)
Mortgage Corporation 1997 $200,000 $227,286 4,320 $ 10,172(6,8)
----------------------------------------------------------------------------------------------------
Thomas D. Washburn 1999 $203,333 $196,164 9,700 $3,382(6)
Executive Vice President 1998 $186,667 $133,000 6,140 $3,269(6)
1997 $175,000 $128,709 12,500 $3,840(6)
----------------------------------------------------------------------------------------------------
Elena Delgado 1999 $193,333 $195,911 4,000 $2,484(6)
President-Irwin Home 1998 $176,667 $ 36,000 -0- $2,534(6)
Equity Corporation 1997 $166,667 $ 77,231 3,000 $3,840(6)
----------------------------------------------------------------------------------------------------
</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 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 7.)
6. Includes contributions by the Corporation or certain
subsidiaries to qualified savings plans. (See Note 7.)
7. Detailed information relevant to the "All Other Compensation"
column in the Summary Compensation Table above is shown in
the following table.
8. Excludes compensation payable to Rick L. McGuire under the
terms of the Irwin Mortgage Corporation Long-Term Incentive
Plan disclosed elsewhere herein. (See Long-Term Incentive
Plans.)
11.
<PAGE> 14
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Qualified Corporate Life
Name SERP Savings Plan Insurance
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------
<CAPTION>
1999 1999 1999
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
William I. Miller $148,667 $3,840
John A. Nash $394,415 $3,840
Rick L. McGuire $7,400 $2,772
Thomas D. Washburn $3,382
Elena Delgado $2,484
-----------------------------------------------------------------------------------------
</TABLE>
Stock Options and Stock Appreciation Rights
- --------------------------------------------------------------------------------
The following table contains information concerning the grant
of stock options under the Corporation's 1997 Stock Option
Plan to the named executive officers:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
--------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of Alternative to (f)
Total and (g):
Options/SARs Exercise Grant Date Value
Options/ Granted to or Base ------------------
SARs Employees Price Expiration Grant Date
Name Granted(1)# in Fiscal Year ($/SH) Date Present Value(2)
(a) (b) (c) (d) (e) (h)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
William I. Miller 49,600 25.04% $24.09375 4/28/2009 $544,112
John A. Nash 25,700 12.98% $24.09375 4/28/2009 $281,929
Rick L. McGuire 4,800 2.42% $24.09375 4/28/2009 $ 52,656
Thomas D. Washburn 9,700 4.90% $24.09375 4/28/2009 $106,409
Elena Delgado 4,000 2.02% $24.09375 4/28/2009 $ 43,880
</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 .25, an
expected future dividend yield of .01, and a risk-free rate
of return of .0520. The Binomial model suggests a valuation
of $10.97 per share under these assumptions. The
Black-Scholes option pricing model would suggest a valuation
of $10.93 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.
12.
<PAGE> 15
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
Acquired Number of Unexercised
on Options/SARs at Fiscal Value of Unexercised
Exercise Value Year-End In-the-Money Options/SARs
Name (#) Realized (#) at Fiscal Year-End(1)
---------------------------------------------------------------------------------------------------------
(d) (e)
(a) (b) (c) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------
William I. Miller 113,600 $2,242,425 220,645 61,755 $1,778,248 $43,503
John A. Nash n/a n/a 284,635 34,465 $3,099,877 $28,095
Rick L. McGuire n/a n/a 46,250 5,890 $ 496,884 $ 4,456
Thomas D. Washburn 4,000 $ 89,500 87,070 13,470 $ 811,075 $12,892
Elena Delgado n/a n/a 3,250 3,750 $ 9,282 $ 3,094
---------------------------------------------------------------------------------------------------------
</TABLE>
1. The 1999 year-end stock price was $17.813 per share.
Long-Term Incentive Plans
- --------------------------------------------------------------------------------
The following table provides information concerning an award
made during the last fiscal year under the Irwin Mortgage
Corporation Long-Term Incentive Plan to named executive Rick
L. McGuire. The award represents an accrued liability. This
award is performance based with targets established by the
Board of Directors of Irwin Mortgage Corporation.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
--------------------------------------------------------------
<TABLE>
<CAPTION>
Number of
Shares, Performance or
Units or Other Period Until Estimated Future Payouts
Other Maturation or Under Non-Stock Price-Based
Name Rights Payout Plans ($ or #)
(a) (b) (c) (d)
<S> <C> <C> <C>
----------------------------------------------------------------------------------------
Deferrable Compensation
Rick L. McGuire $115,314 under Terms of the Plan $115,314
----------------------------------------------------------------------------------------
</TABLE>
13.
<PAGE> 16
PENSION PLAN TABLE
--------------------------------------------------------------
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 50,000 11,400 15,200 19,000 19,600 20,100
75,000 18,700 25,000 31,200 32,600 33,900
100,000 26,000 34,700 43,400 45,600 47,700
125,000 33,300 44,500 55,600 58,600 61,500
150,000 40,700 54,200 67,800 71,600 75,400
175,000 43,600 58,100 72,600 76,800 80,900
200,000 43,600 58,100 72,600 76,800 80,900
225,000 43,600 58,100 72,600 76,800 80,900
250,000 43,600 58,100 72,600 76,800 80,900
275,000 43,600 58,100 72,600 76,800 80,900
300,000 43,600 58,100 72,600 76,800 80,900
350,000 43,600 58,100 72,600 76,800 80,900
400,000 43,600 58,100 72,600 76,800 80,900
450,000 43,600 58,100 72,600 76,800 80,900
500,000 43,600 58,100 72,600 76,800 80,900
-------------------------------------------------------------------------------
</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 of 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 upon reasonable assumptions, under the Plan in effect on
December 31, 1999. 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. In accordance with Section 401(a)(17)
of the Internal Revenue Code of 1986, basic wages above
$170,000 are not used in the calculation of Plan benefits.
The current years of service at December 31, 1999, for the
individuals named in the compensation tables above, are as
follows: Mr. Nash (33), Mr. Washburn (23), and Mr. Miller (9).
Mr. McGuire and Ms. Delgado are not covered by the Plan.
Benefits listed in the pension plan table are payable as
straight life annuity amounts and are not subject to any
deduction for Social Security or other offset amounts. The
Plan was amended effective January 1, 1994. For service after
January 1, 1994, Mr. Washburn will receive an additional
benefit accrual equal to 45% of his usual benefit. In 1999,
Mr. Washburn received a one-time benefit accrual equal to 225%
of his usual benefit. This increase brings Mr. Washburn
14.
<PAGE> 17
into parity with other executives. For service after January
1, 1994, Mr. Miller will receive an additional benefit accrual
equal to 75% of his usual benefit.
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. A similar Plan was approved prior to 1992 for John A.
Nash. The Plan provides Mr. Miller 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.
Compensation Committee Interlocks and Insider Participation
- --------------------------------------------------------------------------------
No member of the Compensation Committee of the Corporation's
Board of Directors was, during 1999, 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 Ms. Sally A. Dean, Mr.
David W. Goodrich, and Mr. William H. Kling. Set forth below
is a report submitted by Ms. Dean and Messrs. Goodrich and
Kling in their capacity as the Board's Compensation Committee
addressing the Corporation's compensation policies for 1999.
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 philosophy, our mission and our strategy.
Accordingly, what we believe (our Guiding Philosophy), what we
want to be (our mission), what we want to do (our strategy),
and the kinds of people
15.
<PAGE> 18
needed to bring that vision to life are the starting points
for developing our compensation policy.
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. Consumer finance companies
consider origination volume. Part of the 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 only by asset size, loan
volume, or servicing 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
shareholders' 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 which
follows this report.
All of the Corporation's operating companies (including the
Corporation as a separate entity) use multiple sources of both
compensation and performance data 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. Three different market compensation comparisons
were considered for the Chairman in 1999.
Historically, total compensation has been defined in surveys
to include only base salary and the annual bonus. When
reliable information on the present value of
16.
<PAGE> 19
long-term grants is available, it is 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
approach 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.
II. The Elements of Executive Compensation and Corporate Performance
-------------------------------------------------------------------------
There are three elements of Executive Compensation and
Corporate Performance: Base Salary, Annual Short-Term Bonus,
and Long-Term Incentives.
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 in that industry.
The total base salary paid to the Chairman in 1999 was
$440,000, up 12% from 1998.
B. Annual Short-Term Bonus
The annual bonus is the component that provides a variable
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 this
method, when combined with properly selected performance
targets, rewards managers for making investments in future
performance, valuing consistency, and managing risk.
Operating company presidents receive part of their target
annual bonuses based upon the performance of their respective
companies, and part based upon consolidated performance of the
Corporation. Thus, they have financial incentives to achieve
synergies between operating companies.
We believe that the best performance targets are those that
are objectively and consistently measured, as well as easily
understood by participants. The bonus plans of the Corporation
and its operating companies include return on equity or a
proxy therefor as a key performance measure. Specific
performance targets for each year are approved by the board of
directors of each operating company and
17.
<PAGE> 20
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. Bonus payments begin
at a threshold level and increase proportionately as
performance increases.
The short-term bonus design includes a mechanism to smooth,
over three-year rolling periods, the payment of amounts
greater than twice target performance and less than threshold
performance.
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.
18.
<PAGE> 21
III. Formulation of the Chairman's Compensation
-------------------------------------------------------------------------
The Chairman's current compensation package includes a base
salary of $460,000 plus an annual bonus at target performance
of 60% of base salary or $276,000. As noted above, there is no
single, clear measure of market compensation for executive
positions in the Corporation. The Compensation Committee used
three different market surveys for the Chairman's position in
1999. 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 1999
was $1,084,855, up 30.23% from 1998. Return on average equity
for 1999 was 21.51%, compared to 22.84% in 1998. We believe
that both returns are in the top quartile of peer performance.
Total shareholder return (including dividends and price
appreciation) was -33.88% for 1999 and 30.59% for 1998 for
Irwin Financial. These returns compare to -12.81% in 1999 and
-23.76% in 1998 for the Russell 2000 Financial Services Sector
Index.
For long-term incentive compensation purposes, the Chairman
received an option grant of 49,600 shares in 1999 at an
exercise price of $24.094 per share (representing the mean
between the high and low prices on the grant date). The
Chairman also has received the following grants:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Number of Options Exercise Price
-----------------------------------------------------------------------------------
<S> <C> <C>
1998 28,020 $28.1875
1997 42,180 13.6875
1996 41,400 10.65625
1995 54,800 7.84375
1994 66,400 5.6875
-----------------------------------------------------------------------------------
</TABLE>
These six grants are the only long-term grants outstanding for
the Chairman. Through employment of the "Binomial" option
pricing models, we estimate that the present value of the 1999
options at grant date was $544,112.
Sally A. Dean David W. Goodrich William H. Kling
19.
<PAGE> 22
Comparison of Five-Year Cumulative Total Return
Irwin Financial Corporation, Russell 2000 & Russell 2000 Financial Services
Sector*
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
RUSSELL 2000 FINANCIAL
IRWIN FINANCIAL RUSSELL 2000 SERVICES SECTOR
--------------- ------------ ----------------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 151.00 128.00 139.00
1996 189.00 150.00 176.00
1997 323.00 180.00 229.00
1998 422.00 170.00 175.00
1999 279.00 226.00 152.00
</TABLE>
* The Corporation is included in both the Russell 2000 and the
Russell 2000 Financial Services indices.
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 employees and did not involve more
than the normal risk of collectibility or present other
unfavorable features.
Companies controlled by Irwin Miller, the Estate of Clementine
M. Tangeman, and William I. Miller purchased commercial paper
from the Corporation from time to time during the year. The
maximum amount outstanding during 1999 was $20,489,234 and the
amount outstanding at year end was $15,594,192. 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.
20.
<PAGE> 23
In addition to corporate and personal trust services and
general banking business, companies owned or controlled by
Messrs. Miller and the Estate of Clementine M. Tangeman
purchased insurance services (offered by Irwin Union
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 1999 of
approximately $18,047. The commissions paid were at the same
rate as those prevailing on comparable sales to the general
public.
During 1999, the Corporation made payments totaling $47,424 to
a company controlled by Messrs. Miller and the Estate of
Clementine M. 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.
In 1998, the Corporation purchased a 12.5% interest in a
Hawker 800 aircraft owned by Cummins Engine Company, Inc.
Cummins provides maintenance and flight services for the
aircraft. In 1999, the Corporation paid $53,300 in management
fees and $92,776 in operating costs to Cummins in connection
with the aircraft. The Corporation also has a timeshare
agreement with Cummins for the use of a substitute aircraft
when the jointly-owned aircraft is undergoing major
maintenance. The costs and terms associated with the ownership
interest and operation of the aircraft were considered at
least as favorable as other alternative aircraft arrangements.
The costs charged under the timeshare agreement are those
permitted by Federal Aviation Regulations. Director nominee
Miller is also a director of Cummins Engine Company, Inc.
Director nominee Solso is Chairman, CEO and a board member of
Cummins Engine Company, Inc.
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 1999, Irwin
Union Insurance, Inc. received gross agency commissions of
$94,762 from The St. Paul Companies. Director nominee Hackett
is a director of Meridian Insurance Group, Inc. In 1999, Irwin
Union Insurance, Inc. received gross agency commissions of
$122,758 from Meridian Insurance Group, Inc.
2. Confirming Appointment of Auditors
- --------------------------------------------------------------------------------
The Board of Directors recommends confirmation of the
appointment of PricewaterhouseCoopers LLP, certified public
accountants, to audit the books and accounts of the
Corporation for 2000. No member of the firm has any material
interest, financial or otherwise, in the Corporation or any of
its subsidiaries.
Although the selection and appointment of independent public
accountants is not required to be submitted to a vote of the
shareholders, the Board of Directors has decided, as in the
past, to ask the Corporation's shareholders to confirm the
appointment. The Board of Directors reserves the right,
however, to select a new independent accounting firm at any
time during the year if the Board of Directors
21.
<PAGE> 24
believes, in its discretion, that such a change would be in
the best interests of the Corporation and its shareholders.
In accordance with past practice, management has invited
representatives of PricewaterhouseCoopers LLP to be present at
the Annual Shareholders' Meeting. Management expects the
representatives to attend the meeting. If present, these
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.
Voting Procedures
- --------------------------------------------------------------------------------
Shareholders owning a majority of all the common shares
outstanding must be present in person or represented by proxy
in order to constitute a quorum for the transaction of
business. Thus, approximately 10,522,735 shares will be
required at the meeting for such quorum. The ten nominees
receiving the greatest number of votes at the meeting, either
in person or by proxy, will be elected as directors for the
ensuing year. In order to confirm the appointment of
PricewaterhouseCoopers as the Corporation's principal
auditors, a majority of the votes present at the meeting,
either in person or by proxy, will be required. Proxies
returned by brokers as "non-votes" on behalf of shares held in
street name because the beneficial owner has withheld voting
instructions, and proxies returned with abstentions, will be
treated as present for purposes of determining a quorum, but
will not be counted as voting on any matter as to which a
non-vote or abstention is indicated on the proxy.
Annual Report on Form 10-K
- --------------------------------------------------------------------------------
Management is furnishing to all shareholders a copy of the
Corporation's Annual Report on Form 10-K for 1999, 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 Gregory F. Ehlinger, Chief Financial
Officer, Irwin Financial Corporation, P. O. Box 929, Columbus,
Indiana 47202-0929.
Deadline for Shareholder Proposals for the 2001 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 December 12, 2000,
in order for the proposals to be considered for inclusion in
the Corporation's proxy statement and form of proxy for the
2001 Annual Meeting.
22.
<PAGE> 25
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.
MATT SOUZA, Secretary
March 30, 2000
23.
<PAGE> 26
IRWIN FINANCIAL CORPORATION
ANNUAL SHAREHOLDER MEETING
APRIL 27, 2000 - 4:00 P.M. (E.S.T.)
HOLIDAY INN CONFERENCE CENTER
2480 JONATHAN MOORE PIKE (ROUTE 46)
[MAP TO HOLIDAY INN]
<PAGE> 27
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 Holiday Inn
Conference Center, 2480 Jonathan Moore Pike, Columbus, Indiana, on
Thursday, April 27, 2000, 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
ten 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; B. J. Lauderback; J. C. McGinty, Jr.; W. I. Miller; J. A. Nash;
L. R. Odden; 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 PricewaterhouseCoopers, certified
public accountants, as the Corporation's independent auditors. (The
Board of Directors recommends a VOTE FOR this proposal.)
3. Vote in their discretion upon other such 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 on this proxy card. 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 PRICEWATERHOUSECOOPERS AS THE
CORPORATION'S INDEPENDENT AUDITORS, 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: 2000
THEREOF. ------------------------------------------------
PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S) HERE. ------------------------------------------------
------------------------------------------------
(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>
