SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HILB, ROGAL AND HAMILTON COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 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:
(X) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[HILB, ROGAL AND HAMILTON COMPANY LETTERHEAD]
MARCH 29, 1996
DEAR SHAREHOLDER:
You are cordially invited to attend our Annual
Meeting of Shareholders on Tuesday, May 7, 1996, at 10:00
a.m. at Crestar Bank, 919 East Main Street, Richmond,
Virginia. At the meeting, you will be asked to elect three
directors for the class of directors whose term of office
expires in 1996, to consider and act upon a proposal to
amend the Articles of Incorporation for authorization of
preferred stock and to approve the selection of
independent auditors for the Company for 1996. On the
following pages, you will find the formal notice of annual
meeting and the proxy statement.
Whether or not you plan to attend the meeting, it is
important that your shares be represented and voted at the
meeting. Therefore, you are urged to complete, sign, date
and mail your proxy promptly in the enclosed postage-paid
envelope.
We hope you will participate in the annual meeting,
either in person or by proxy.
Sincerely,
/s/ ROBERT H. HILB
Robert H. Hilb
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
<PAGE>
[HILB, ROGAL AND HAMILTON COMPANY LOGO]
4235 INNSLAKE DRIVE
P.O. BOX 1220
GLEN ALLEN, VIRGINIA 23060-1220
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Hilb, Rogal and Hamilton Company (the
Company) will be held on Tuesday, May 7, 1996, at 10:00 a.m. at Crestar Bank,
919 East Main Street, Richmond, Virginia, for the following purposes:
1. To elect three directors of the class of directors whose term of
office expires in 1996, to serve for a term of three years;
2. To consider and act upon a proposal to amend the Articles of
Incorporation for authorization of 5,000,000 shares of preferred stock;
3. To consider and act upon a proposal to appoint the firm of Ernst &
Young LLP as independent auditors for the Company for the fiscal year
ending December 31, 1996; and
4. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March 5, 1996, the
record date fixed by the Board of Directors of the Company, are entitled to
notice of, and to vote at, the meeting.
By Order of The Board of Directors
DIANNE F. FOX
SENIOR VICE PRESIDENT AND CORPORATE
SECRETARY
March 29, 1996
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE MEETING,
YOU MAY VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE PREVIOUSLY SIGNED AND
RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT
Proxies in the form enclosed are solicited by the Board of Directors for
the Annual Meeting of Shareholders to be held on May 7, 1996, and any duly
reconvened meeting after adjournment thereof (the Meeting). Any shareholder who
executes a proxy has the power to revoke it at any time by written notice to the
Secretary of the Company, by executing a proxy dated as of a later date or by
voting in person at the Meeting. It is expected that this proxy statement and
the enclosed proxy card will be mailed on or about March 29, 1996, to all
shareholders entitled to vote at the Meeting.
The cost of soliciting proxies for the Meeting will be borne by the
Company. The Company does not intend to solicit proxies other than by use of the
mails, but certain officers and employees of the Company or its subsidiaries,
without additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies. The Company may also reimburse banks, brokerage
firms and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses in forwarding proxy materials to the beneficial owners of
the shares.
On the record date of March 5, 1996, the date for determining shareholders
entitled to notice of, and to vote at, the Meeting, there were outstanding
13,742,367 shares of Common Stock. Each share of Common Stock is entitled to one
vote on all matters to be acted upon at the Meeting. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum
for the transaction of business at the Meeting.
The management and directors are not aware of any matters to be presented
for action at the Meeting other than the matters stated in the notice of the
Meeting. If any such matter requiring a vote of the shareholders should properly
come before the Meeting, unless otherwise instructed, it is the intention of the
persons named in the proxy card to vote such proxy in accordance with their best
judgment.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 1, 1996, certain information
with respect to the beneficial ownership of the Company's Common Stock by each
director and nominee; the Chief Executive Officer, Robert H. Hilb, and each of
the Company's four other most highly paid executive officers who own shares of
the Company's Common Stock, Andrew L. Rogal, John C. Adams, Jr., Ronald J.
Schexnaydre and Timothy J. Korman (collectively, the Named Executive Officers);
and all directors and officers as a group. Except as otherwise indicated, each
individual named has sole investment and voting power with respect to the shares
shown.
NUMBER OF
COMMON SHARES
NAME OF AND NATURE OF
BENEFICIAL OWNER/NUMBER BENEFICIAL PERCENT
OF PERSONS IN GROUP OWNERSHIP OF CLASS
Robert H. Hilb 342,750(1) 2.5
John C. Adams, Jr. 122,750(1)(2) **
Andrew L. Rogal 89,140(1)(3) **
J.S.M. French 52,500(1) **
Timothy J. Korman 45,776(1) **
Ronald J. Schexnaydre 42,063(1) **
Robert S. Ukrop 30,648(1)(4) **
Theodore L. Chandler, Jr. 27,550(1) **
Thomas H. O'Brien 17,597(1) **
Norwood H. Davis, Jr. 14,942(1) **
Philip J. Faccenda 6,500(1) **
All directors and officers as a group
(19 persons, including those named) 864,956(5) 6.3
** Percentage of ownership is less than 1% of the outstanding shares of Common
Stock of the Company.
(1) The number of shares indicated includes 51,250 shares for Mr. Hilb; 35,750
shares for Mr. Adams; 34,500 shares for Mr. Rogal; 12,500 shares for Mr.
French; 20,500 shares for Mr. Korman; 26,000 shares for Mr. Schexnaydre;
12,500 shares for Mr. Ukrop; 12,500 shares for Mr. Chandler; 12,500 shares
for Mr. O'Brien; 4,000 shares for Mr. Davis; and 4,000 shares for Mr.
Faccenda, each respectively represented by options granted under the
Company's 1989 Stock Plan, which are exercisable within sixty days after
March 1, 1996.
(2) The number of shares indicated includes 6,000 shares owned by a trust for
John C. Adams' wife. Mr. Adams disclaims beneficial ownership of such
shares.
(3) The number of shares indicated includes 17,300 shares held in a trust for
which Andrew L. Rogal is a trustee. Although Mr. Rogal, as trustee, has
voting and investment power for these shares, he disclaims beneficial
ownership thereof.
(4) The number of shares indicated includes 1,250 shares owned by an investment
club in which Robert S. Ukrop is an officer, for which voting and investment
power is shared.
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(5) The number of shares indicated includes 4,250 shares represented by options
granted under the Company's 1986 Incentive Stock Option Plan and 258,500
shares represented by options granted under the Company's 1989 Stock Plan,
which are exercisable within sixty days after March 1, 1996.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
The following table sets forth, as of March 1, 1996, certain information
with respect to each person known by the Company to be the beneficial owner of
5% or more of the outstanding shares of Common Stock of the Company. In
preparing the table below, the Company has relied, without further
investigation, on information contained on the Schedule 13G filed by each
reporting person with the Securities and Exchange Commission (the Commission)
under the Securities Exchange Act of 1934, as amended (the Exchange Act).
NUMBER OF COMMON
NAME AND ADDRESS SHARES AND NATURE PERCENT
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
Quest Advisory Corporation (1) 896,075(1) 6.3
Quest Management Company
Charles M. Royce
1414 Avenue of the Americas
New York, New York 10019
Lindner Growth Fund (2) 825,000(2) 5.7
Ryback Management Corporation
7711 Carondelet Avenue
Box 16900
St. Louis, Missouri 63105
T. Rowe Price Associates, Inc. (3) 791,400(3) 5.6
100 East Pratt Street
Baltimore, Maryland 21202
(1) Quest Advisory Corporation (Quest), Quest Management Company (QMC) and
Charles M. Royce (Royce) filed a joint Schedule 13G pursuant to Rule
13d-(1)(b)(ii)(H) of the Exchange Act to report with respect to beneficial
ownership as of December 31, 1995 by Quest and QMC, Investment Advisers
registered under Section 203 of the Investment Advisers Act of 1940. Quest
reported that it has sole voting power as to 835,875 shares and sole
dispositive power as to 835,875 shares. QMC reported that it has sole voting
power as to 60,200 shares and sole dispositive power as to 60,200 shares.
Royce may be deemed to be a controlling person of Quest and QMC, and as such
may be deemed to beneficially own the shares; however, Royce does not own
any shares outside of Quest and QMC, and disclaims beneficial ownership of
the shares held by Quest and QMC. The reporting group represented in the
Schedule 13G that the shares of Common Stock
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reported thereon were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of changing or
influencing the control of the Company and were not acquired in connection
with or as a participant in any transaction having such purpose or effect.
(2) Ryback Management Corporation (Ryback), an investment company adviser, filed
a Schedule 13G pursuant to the Exchange Act to report with respect to
beneficial ownership as of December 31, 1995 by the Lindner Growth Fund.
Lindner Growth Fund is a separate series of the Lindner Investment Series
Trust, an Investment Company registered under Section 8 of the Investment
Company Act. Ryback reported that it has sole voting power as to 825,000
shares and sole dispositive power as to 825,000 shares. Ryback represented
in the Schedule 13G that the shares of Common Stock reported thereon were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control
of the Company and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
(3) T. Rowe Price Associates, Inc. (Price Associates), an Investment Adviser
registered under Section 203 of the Investment Advisers Act of 1940, filed a
Schedule 13G pursuant to the Exchange Act to report with respect to
beneficial ownership as of December 31, 1995. Price Associates reported it
has sole voting power as to 41,700 shares and sole dispositive power as to
791,400 shares. For purposes of the reporting requirements of the Exchange
Act, Price Associates is deemed to be a beneficial owner of these shares;
however, Price Associates expressly disclaims beneficial ownership of such
shares. These shares are owned by various individual and institutional
investors which Price Associates serves as an investment adviser with power
to direct investments and/or sole power to vote the shares. Price Associates
represented in the Schedule 13G that the shares of Common Stock reported
thereon were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the Company and were not acquired in connection
with or as a participant in any transaction having such purpose or effect.
PROPOSAL ONE
ELECTION OF DIRECTORS
Three directors are to be elected at the Meeting to serve for terms of
three (3) years expiring on the date of the Annual Meeting in 1999 and until
their successors are elected.
It is intended that the votes represented by the proxies, unless otherwise
specified, will be cast for the election as directors of the nominees listed
below, each of whom is now a director of the Company. The election of each
nominee for director requires the affirmative vote of the holders of a plurality
of the shares of Common Stock of the Company cast in the election of directors.
Votes that are withheld and shares held in street name (broker shares) that are
not voted in the election of directors will not be included in determining the
number of votes cast. Each nominee has consented to being named in the proxy
statement and has agreed to serve if elected. If, at the time of the Meeting,
any nominee should
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be unable to serve as a director, votes will be cast, pursuant to the enclosed
proxy, for such substitute nominee as may be nominated by the Board of
Directors.
As of the date of this proxy statement, the Board of Directors has no
reason to believe that any of the nominees will be unable or unwilling to serve.
The following information is furnished with respect to each nominee and
each director whose term of office will continue after the Meeting.
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 1999
Theodore L. Chandler, Jr., 43, has been a principal in the law firm of
Williams, Mullen, Christian & Dobbins in Richmond, Virginia since 1982 and has
been a director of the Company since 1986. Williams, Mullen, Christian & Dobbins
has represented the Company as legal counsel since the Company's formation in
1982. He is a director of Lawyers Title Corporation. Mr. Chandler is a member of
the Audit Committee, the Compensation Committee and the Executive Committee.
Norwood H. Davis, Jr., 56, has been Chairman of the Board and Chief
Executive Officer of Trigon Blue Cross Blue Shield, a company engaged in the
delivery of insurance and related employee benefits products in Virginia, since
1989 and has been a director of the Company since 1994. He is a director of
Signet Banking Corporation. Mr. Davis is Chairman of the Audit Committee.
Thomas H. O'Brien, 59, has been Chairman and Chief Executive Officer of PNC
Bank Corp., a multi-bank holding company engaged in financial services
activities in Pittsburgh, Pennsylvania, since 1985 and has been a director of
the Company since 1982. He has been Chairman of PNC Bank, National Association,
a national banking institution in Pittsburgh, Pennsylvania, since 1993. He is a
director of Bell Atlantic Corporation and PNC Bank Corp. Mr. O'Brien is a member
of the Audit Committee, the Compensation Committee and the Nominating Committee.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
NOMINEES SET FORTH ABOVE.
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT 1997 ANNUAL MEETING
Robert H. Hilb, 69, has been Chairman and Chief Executive Officer of the
Company since 1991 and has been a director of the Company since 1982. He was
President of the Company from 1982 to 1995. He is a director of Lawyers Title
Corporation. Mr. Hilb is Chairman of the Executive Committee and Chairman of the
Nominating Committee.
Andrew L. Rogal, 47, has been President and Chief Operating Officer of the
Company since 1995 and has been a director of the Company since 1989. He was
Executive Vice President of the Company from 1991 to 1995 and Senior Vice
President of the Company from 1990 to 1991. He was Chief Executive Officer of
Hilb, Rogal and Hamilton Company of Pittsburgh, Inc., a subsidiary of the
Company, from 1990 to 1995 and was President of this subsidiary from 1987 to
1993. Mr. Rogal is a member of the Executive Committee.
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Philip J. Faccenda, 66, has been Vice President and General Counsel,
Emeritus of the University of Notre Dame, a higher education facility in Notre
Dame, Indiana, since 1995 and has been a director of the Company since 1993. He
was Vice President and General Counsel of the University of Notre Dame from 1992
to 1994. Prior thereto, he was a partner in the law firm of Barnes & Thornburg
in South Bend, Indiana from 1982 to 1992. He has been President of Bear
Financial Corp., a private holding company, in South Bend, Indiana since 1987.
Mr. Faccenda is a trustee of the University of Notre Dame, University of
Portland and St. Mary's College. He is a director of First Source Corporation.
Mr. Faccenda is Chairman of the Compensation Committee.
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE AT 1998 ANNUAL MEETING
J.S.M. French, 55, has been President of Dunn Investment Company, a
construction and investment company in Birmingham, Alabama, since 1978 and has
been a director of the Company since 1984. He is a director of First Alabama
Bancshares, Inc. and Energen Corporation. Mr. French is a member of the Audit
Committee, the Compensation Committee and the Nominating Committee.
Robert S. Ukrop, 49, has been President and Chief Operating Officer of
Ukrop's Super Markets, Inc., a chain of retail food stores in Richmond,
Virginia, since 1994 and has been a director of the Company since 1989. He was
Executive Vice President of Ukrop's Super Markets, Inc. from 1987 to 1994. He is
a first cousin of Timothy J. Korman, Executive Vice President, Chief Financial
Officer and Treasurer of the Company. Mr. Ukrop is a member of the Executive
Committee and the Nominating Committee.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors are the Executive
Committee, the Audit Committee, the Compensation Committee and the Nominating
Committee. The Executive Committee, which is subject to the supervision and
control of the Board of Directors, has been delegated substantially all of the
powers of the Board of Directors in order for the Executive Committee to act
between meetings of the Board. The responsibilities of the Audit Committee
include the review of the scope and the results of the work of the independent
auditors and internal auditors, the review of internal accounting controls and
the recommendation of the independent auditors to be designated for the ensuing
year. As more fully discussed below under "Compensation Committee Report on
Executive Compensation," the Compensation Committee establishes the compensation
of all executive officers of the Company with the title of senior vice president
and above and administers the Company's stock option plans, the Outside
Directors Deferral Plan and the Supplemental Executive Retirement Plan. The
Nominating Committee is responsible for recommending to the Board of Directors
persons to be nominated for election as directors of the Company. Refer to
"Proposals for 1997 Annual Meeting."
In 1995, there were four meetings of the Board of Directors, two meetings
of the Executive Committee, two meetings of the Audit Committee and three
meetings of the Compensation Committee. The Nominating Committee did not meet
during 1995. Each member of the Board of Directors attended at least 75% of the
aggregate total number of meetings of the Board and the committees on which he
served.
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DIRECTORS' COMPENSATION
Each director who is not an officer of the Company receives an annual
retainer of $10,000, a fee of $2,500 for each Board meeting attended and a fee
of $500 for each committee meeting attended if such meeting occurs on a day
other than a scheduled meeting of the Board of Directors. Directors who are also
officers of the Company receive no compensation for their services as directors.
The Company has an Outside Directors Deferral Plan which permits a
non-employee director to defer all or a portion of his compensation. Interest
will be paid on the amounts deferred at a rate determined by the Compensation
Committee. Subject to certain restrictions, the director may elect at the time
of deferral to take cash distributions, in whole or in part, from his account
either prior to or following termination of service.
The Company has a 1989 Stock Plan which provides that each non-employee
director will receive a grant of an option to purchase 2,000 shares of the
Common Stock on the first business day following the Annual Meeting of
Shareholders in each of the years 1993 through 1997. Therefore, pursuant to said
plan, on May 3, 1995, Theodore L. Chandler, Jr., Norwood H. Davis, Jr., Philip
J. Faccenda, J.S.M. French, Thomas H. O'Brien and Robert S. Ukrop were each
granted an option to purchase 2,000 shares of the Common Stock of the Company.
The exercise price of all options granted to each non-employee director is the
fair market value of the Common Stock on the date of grant. All of the options
become exercisable six months after the date of grant and expire ten years from
the date of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Commission, the Company is required to
provide certain information with respect to the compensation and benefits
provided to the Company's Chief Executive Officer, Robert H. Hilb, and the other
Named Executive Officers. The following report of the Compensation Committee of
the Board of Directors addresses the Company's compensation policies in effect
during 1995.
ROLE OF COMPENSATION COMMITTEE
Decisions on compensation of certain executive officers of the Company are
made by the Compensation Committee of the Board. Each member of the Compensation
Committee is a non-employee director and qualifies as a disinterested person for
purposes of Rule 16b-3 adopted by the Commission under the Exchange Act. The
Compensation Committee has authority from the Board to review and determine the
salaries of all of the Company's executive officers with the title of senior
vice president and above.
In addition to determining salaries, the Compensation Committee reviews and
approves management incentive programs and other benefits for executive
officers. The Compensation Committee also administers the Company's stock option
plans. Finally, the Committee recommends to the Board of Directors such other
forms of remuneration as the Committee deems appropriate. All decisions by the
Compensation Committee relating to the compensation of the Company's executive
officers are reported to the full Board.
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The following is the text of the report adopted by the Compensation
Committee with respect to executive compensation for 1995.
EXECUTIVE COMPENSATION POLICIES
The Compensation Committee's executive compensation policies are designed
to provide competitive levels of compensation that integrate pay with the
Company's annual and long-term performance goals, recognize individual
initiative and achievement and assist the Company in attracting and retaining
highly qualified executives. They provide for competitive base salaries which
reflect individual performance and level of responsibility, annual bonuses
payable in cash on the basis of Company financial success, individual merit and
achievement in obtaining annual performance goals and long-term stock-based
incentive opportunities which strengthen the mutuality of interests between
senior management and the Company's shareholders.
In furtherance of its responsibility to determine executive compensation,
the Compensation Committee annually, or more frequently, reviews the Company's
executive compensation program. The Compensation Committee evaluates the
salaries and compensation structures of executive officers of peer companies in
the industry in order to establish general parameters within which it may fix
competitive compensation for its executive officers. The peer group used for
compensation analysis for 1995 is the same as the peer group reflected in the
performance graph included in this proxy statement.
The Compensation Committee then determines the appropriate salary and
management incentive opportunity for each executive officer using a number of
factors, including the executive officer's individual duties and
responsibilities in the Company, tenure, his or her relative importance to the
overall success of the Company's short and long-term goals and attainment of
individual performance goals, if appropriate. The Compensation Committee adopted
a policy in 1995 of transitioning the executive officer's incentive bonus to a
level where it may constitute fifty percent (50%) of his or her base
compensation in those years in which the Company and the executive officer's
performance so warrant. This is a more specific reiteration of the core
compensation philosophy of the Compensation Committee that incentive
compensation should be a very substantial component of total compensation.
Combining subjective and objective policies and practices, this assessment
process is undertaken annually, or more frequently, by the Compensation
Committee in order to implement the Company's pay-for-performance policy, which
focuses on an executive officer's total compensation, including cash and
non-cash compensation, from all sources. Based upon the Committee's review of
executive compensation in the Company's industry, the Committee believes that
the Company's compensation of its executive officers is comparable to its peer
companies and provides proper incentives to the executive officer group.
1995 BASE SALARIES AND ANNUAL INCENTIVES
In 1995, the Compensation Committee approved moderate increases in the base
salaries of Messrs. Hilb, Rogal, Schexnaydre and Korman. This follows on a two
year period when base compensation was flat except for increases for additional
responsibilities. In determining the amounts of salary
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and bonus paid to Mr. Hilb in 1995, the Compensation Committee primarily took
into account the Company's revenues and earnings, Mr. Hilb's leadership during a
period of difficult conditions in the insurance market and the performance of
the Company compared to others in its industry group. Mr. Hilb's base salary was
increased by $20,000 to $380,000 for 1995.
The Company's executive officers are also eligible for an annual management
incentive award in the form of a cash bonus. The Named Executive Officers
participate in a three year incentive bonus plan, which was implemented in 1994,
wherein a bonus pool is established based on improved earnings per share and
increased amounts of pre-tax profits over the preceding year. The purpose of the
program is to more closely align the interests of the senior executives with the
shareholders and further strengthen the Company's pay-for-performance policy.
The Committee awards bonuses from the bonus pool to the Named Executive Officers
based on the executive's individual performance and retains discretion not to
pay out the entire pool, if circumstances so warrant. In February 1996,
utilizing the aforementioned factors and in recognition of his leadership in the
improvement in profitability over the previous year, the Committee awarded Mr.
Hilb an incentive bonus of $140,000 out of the pool for his 1995 performance.
DECEMBER 1993 STOCK OPTION AWARD VESTING
In December 1993, the Compensation Committee developed a three year
performance-based program for granting stock options to the executive officers
of the Company. This program was implemented to more clearly align the interests
of the program participants with the Company's shareholders and, for three
years, will take the place of other option grants to the participants. The
December 1993 Options are subject to performance-based vesting criteria with the
earliest vesting in January 1995. With respect to the allocation of available
options among the Named Executive Officers and other executive officers, the
Committee was of the view that as a person's ability to impact earnings per
share and other direct elements of stock value increases, greater portions of
total compensation should be linked to the long-term performance of the
Company's Common Stock. Based upon this criteria, the Committee granted Mr. Hilb
a December 1993 Option to acquire 30,000 shares of the Common Stock.
The exercise price of the December 1993 Options was based on the closing
sales price of the Common Stock as reported on the New York Stock Exchange on
the date of grant which was $13.25. The right to exercise the December 1993
Options vests at a rate of 33 1/3% of the aggregate number of shares covered by
such options on each January 31, 1995, January 31, 1996 and January 31, 1997.
However, the right to exercise such options is contingent upon (i) the continued
employment of optionee from the date of grant, except in the event of his death,
permanent disability or retirement and (ii) an increase of at least 10% in the
annual earnings per share of the Common Stock of the Company over the
immediately prior year. The shares will not be available for vesting if either
of these criteria is not met for each vesting period. The December 1993 Options
expire ten years from date of grant. Based on the above criteria, 33 1/3% of the
December 1993 Options vested on January 31, 1995 and 33 1/3% did not vest on
January 31, 1996.
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TAX CONSIDERATIONS
The Omnibus Budget Reconciliation Act of 1993 established certain criteria
for the tax deductibility of compensation in excess of $1.0 million paid to the
Company's executive officers. The Company is not in danger of losing deductions
under the law. The Committee will carefully consider any plan or compensation
arrangement that would result in the disallowance of compensation deductions.
The Committee will use its best judgment in such cases, taking all factors into
account, including the materiality of any deductions that may be lost. To date,
the Committee has not adopted a policy that dictates its decision in such a
situation.
The tables which follow this report, and accompanying narrative and
footnotes, reflect the decisions covered by the above discussion.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE COMPANY'S
BOARD OF DIRECTORS:
PHILIP J. FACCENDA
J.S.M. FRENCH
THOMAS H. O'BRIEN
THEODORE L. CHANDLER, JR.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Theodore L. Chandler, Jr., a member of the Company's Compensation
Committee, is a principal in the law firm of Williams, Mullen, Christian &
Dobbins, Richmond, Virginia, which serves as outside counsel to the Company.
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SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation paid
by the Company to each of the Named Executive Officers for the fiscal years
ended December 31, 1995, 1994 and 1993.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND COMPENSATION OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(4) (#) COMPENSATION ($)
<S> <C> <C> <C> <C> <C> <C>
Robert H. Hilb 1995 380,000 140,000(1) -- -- 190,229(7)(8)
Chairman and 1994 360,000 175,000(2) -- -- 15,505(7)(8)
Chief Executive Officer 1993 360,000 120,000(3) -- 30,000(5) 9,324(7)
15,000(6)
Andrew L. Rogal 1995 281,593 60,000(1) -- -- 74,943(7)(8)
President and 1994 250,000 75,000(2) -- -- 9,306(7)(8)
Chief Operating Officer 1993 250,000 56,000(3) -- 30,000(5) 7,075(7)
10,000(6)
John C. Adams, Jr. 1995 240,000 48,000(1) -- -- 87,699(7)(8)
Executive Vice 1994 240,000 60,000(2) -- -- 11,188(7)(8)
President 1993 240,000 56,000(3) -- 30,000(5) 9,324(7)
10,000(6)
Ronald J. Schexnaydre 1995 195,000 48,000(1) -- -- 48,857(7)(8)
Senior Vice President 1994 172,500 60,000(2) -- -- 9,926(7)(8)
1993 153,333 30,000(3) -- 30,000(5) 6,133(7)
10,000(6)
Timothy J. Korman 1995 120,000 40,500(1) -- -- 30,490(7)(8)
Executive Vice President, 1994 102,000 45,000(2) -- -- 6,226(7)(8)
Chief Financial Officer 1993 92,667 36,000(3) -- 15,000(5) 3,707(7)
and Treasurer 5,000(6)
</TABLE>
(1) Bonuses included herein were paid in 1996 for services rendered in 1995.
(2) Bonuses included herein were paid in 1995 for services rendered in 1994.
(3) Bonuses included herein were paid in 1993 and 1994 for services rendered in
1992 and 1993.
(4) The dollar value of perquisites and other personal benefits received by each
of the Named Executive Officers did not exceed the lesser of either $50,000
or 10 percent of the total amount of annual salary and bonus reported for
any named individual.
(5) The stock options detailed above were granted under the Company's 1989 Stock
Plan in December 1993. Refer to "December 1993 Stock Option Award Vesting"
in the Compensation Committee Report on Executive Compensation for terms of
such options, 33 1/3% of which vested on January 31, 1995 and 33 1/3% of
which did not vest on January 31, 1996.
(6) The stock options detailed above, granted pursuant to the 1989 Stock Plan,
contain a provision whereby the right to exercise such options vests at a
rate of 20% of the aggregate number of shares covered by such options for
each one full year of continued employment from the grant date, with total
exercisability occurring upon five full years of continued employment by the
Company, and expire ten years from grant date.
11
<PAGE>
(7) The amount shown for each Named Executive Officer for 1995 includes the
Company's profit sharing and 401(k) matching contributions as follows: Mr.
Hilb, $6,000; Mr. Rogal, $4,500; Mr. Adams, $6,000; Mr. Schexnaydre, $6,000;
and Mr. Korman, $4,800. The amount shown for each Named Executive Officer
for 1994 includes the Company's profit sharing and 401(k) matching
contributions as follows: Mr. Hilb, $8,250; Mr. Rogal, $6,750; Mr. Adams,
$8,250; Mr. Schexnaydre, $8,250; and Mr. Korman, $5,610. The amount shown
for 1993 represents the Company's profit sharing and 401(k) matching
contributions to each Named Executive Officer.
(8) The amount shown for each Named Executive Officer for 1995 includes the
Company's expense to the Supplemental Executive Retirement Plan as follows:
Mr. Hilb, $184,229; Mr. Rogal, $70,443; Mr. Adams, $81,699; Mr. Schexnaydre,
$42,857; and Mr. Korman, $25,690. The amount shown for each Named Executive
Officer for 1994 includes the Company's expense to the Supplemental
Executive Retirement Plan as follows: Mr. Hilb, $7,255; Mr. Rogal, $2,556;
Mr. Adams, $2,938; Mr. Schexnaydre, $1,676; and Mr. Korman, $616.
OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted to the Named Executive Officers during fiscal
year 1995. No stock appreciation rights (SARs) were granted in fiscal year 1995.
There are no outstanding SARs.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
The following table provides information concerning the value of the
outstanding options for the Named Executive Officers on December 31, 1995. There
were no stock options exercised by any named individual during 1995. There are
no outstanding SARs.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS
UNEXERCISED OPTIONS AT AT FISCAL YEAR END
FISCAL YEAR END (#)(1) ($)(2)
NAME EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
<S> <C> <C>
Robert H. Hilb 46,250 / 33,000 21,250 / 5,000
Andrew L. Rogal 30,500 / 30,000 18,250 / 5,000
John C. Adams, Jr. 31,750 / 30,000 18,250 / 5,000
Ronald J. Schexnaydre 23,000 / 28,000 15,125 / 3,750
Timothy J. Korman 18,500 / 15,000 14,500 / 2,500
</TABLE>
(1) The aggregate number of exercisable and unexercisable options detailed above
are based on the provisions of the Company's stock option plans as of
December 31, 1995. Since that date, additional stock options for the Named
Executive Officers are exercisable within sixty days after March 1, 1996,
and are reflected in the Security Ownership Table and included in footnote
(1) of that table.
12
<PAGE>
(2) The value of in-the-money options was calculated by determining the
difference between the closing price of $13.375 per share of the Company's
Common Stock on the New York Stock Exchange on December 29, 1995, the last
trading day of the fiscal year, and the exercise price of the options.
PROFIT SHARING SAVINGS PLAN
The Company has adopted a broad-based Profit Sharing Savings Plan (the
Profit Sharing Plan) in which the Named Executive Officers are permitted to
participate on the same terms as other employees who meet applicable eligibility
criteria. The Profit Sharing Plan includes a salary reduction provision under
Section 401(k) of the Internal Revenue Code. Each year, the Board of Directors
determines the Company's level of contribution to the Profit Sharing Plan,
including any matching contributions in connection with the salary reduction
provision under Section 401(k). For 1995, the Profit Sharing Plan provided that
the minimum annual profit sharing contribution percentage was 3% of eligible
compensation, subject to certain earnings restrictions, and the matching
contribution was not less than 25% of the first 4% of a participant's salary
reduction. The Company profit sharing contribution was 3% of participating
employees' eligible compensation and the Company matching contribution was
$451,000 under the salary reduction provision of the Profit Sharing Plan.
As of January 1, 1996, the Profit Sharing Plan was amended to provide that
the Company's profit sharing contribution percentage for 1996 and future years
will be determined annually by the Board of Directors based on the net earnings
of the Company and the matching contribution will be equal to 50% of the first
4% of a participant's salary reduction. The Profit Sharing Plan was further
amended to allow a participant to elect to contribute on a pre-tax salary
reduction basis from 1% to 15% of his compensation to the plan, with the maximum
annual contribution limited to $9,500 in 1996.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Named Executive Officers participate in the Company's Supplemental
Executive Retirement Plan, which is an unfunded defined benefit plan not
qualified under the Internal Revenue Code. The retirement benefits are computed
without regard to the social security offset but are offset by benefits
attributable to Company contributions payable from the Company's Profit Sharing
Plan. Retirement benefits are payable in the form of a single life annuity.
The formula for calculating retirement benefits is based upon the product
of a participant's applicable percentage, years of service for purposes of
benefit accrual, final average compensation and vesting percentage. The
applicable percentage is 3.3% for an employee who becomes a vice president on or
after reaching age 50 and 4.0% for an employee who becomes a vice president
before reaching age 50. Years of service for purposes of benefit accrual means
service with the Company at the officer rank of vice president or higher but
limited to a maximum of 15 years. Final average compensation is the
participant's average annual compensation for the 60 whole months prior to
separation from service. A participant is subject to a graduated vesting
schedule over a 15 year period. Termination of employment prior to having
attained normal retirement age (age 65, except for a grandfathered participant
whose age is 70), or without having been credited with 15 years of service will
result in a reduced
13
<PAGE>
benefit. Once determined, this benefit is offset by the actuarial equivalent
benefit produced by amounts attributable to Company contributions to the Profit
Sharing Plan.
On February 5, 1996, Mr. Hilb's benefit under the plan as a grandfathered
participant was fixed at $185,000 per annum. Based upon current compensation and
profit sharing account balances, with service projected to normal retirement
age, the estimated annual benefits payable upon retirement at normal retirement
age for each of the other Named Executive Officers under the plan would be as
follows: Mr. Rogal, $280,675; Mr. Adams, $111,059; Mr. Schexnaydre, $73,527; and
Mr. Korman, $81,930.
EMPLOYMENT AGREEMENTS
Mr. Hilb entered into an employment agreement with the Company on June 1,
1982, for an original term of 10 years. The agreement, as amended, provides for
an annual review of his salary by the Compensation Committee of the Board of
Directors of the Company, which may make any adjustments it deems appropriate,
provided that he will not be paid a salary less than $310,000 per annum for the
year beginning January 1, 1996 and any subsequent year. The agreement was
further amended to extend the initial term of employment to fourteen years and
seven months.
Mr. Rogal entered into a three year employment agreement with the Company
on November 10, 1995 upon his election as President and Chief Operating Officer.
The effective date of the agreement is January 1, 1996 and may be renewed after
the initial three year term for additional one year terms. Under the agreement,
Mr. Rogal will be paid an initial annual base salary of $305,000, with
subsequent modifications to be determined by the Compensation Committee of the
Board of Directors of the Company. The agreement may be terminated at any time
after the initial term, with or without cause, upon 90 days written notice by
either party, and may be terminated at any time by the Company for cause.
Messrs. Adams, Schexnaydre and Korman are all employed under standard
employment agreements. All such agreements may be terminated for cause and may
be terminated without cause on notice of 90 days or less. In no case would any
of the foregoing individuals be entitled to compensation greater than 90 days of
base salary.
All of the employment agreements contain restrictive covenants relating to
the protection of confidential information and clients of the Company.
CERTAIN TRANSACTIONS
Andrew L. Rogal, President and Chief Operating Officer of the Company,
received a loan from the Company in the aggregate amount of $200,000 on
September 25, 1995. The purpose of the loan was to provide Mr. Rogal with bridge
financing for the purchase of a personal residence in Richmond, Virginia in
connection with his relocation from Pittsburgh, Pennsylvania. The loan is
secured by shares of the Common Stock of the Company owned by Mr. Rogal. The
note is due on the earlier to occur of: (i) September 25, 1997 or (ii) the sale
of Mr. Rogal's former residence, and bears interest at the rate of 5.73% per
annum until paid.
14
<PAGE>
PERFORMANCE GRAPH
The following Performance Graph sets forth the cumulative total shareholder
return, assuming reinvestment of dividends, on the Company's Common Stock with
the cumulative total return, assuming reinvestment of dividends, of (1) the S&P
500 Index and (2) the Company's Peer Group Index during the five year period
ended December 31, 1995. The Peer Group Index includes the Company, Arthur J.
Gallagher & Co., Poe & Brown, Inc., Marsh & McLennan Cos., Inc. and Alexander &
Alexander Services Inc. The Company selected this group in its good faith belief
that these other public companies are most similar to the Company's insurance
agency business.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG, HILB, ROGAL AND HAMILTON COMPANY, S&P 500 INDEX & PEER GROUP INDEX
[GRAPH APPEARS HERE]
1990 1991 1992 1993 1994 1995
Hilb, Rogal and Hamilton 100 92 112 94 94 108
S&P 500 Index 100 130 140 155 157 215
Peer Group Index 100 106 126 115 116 133
15
<PAGE>
PROPOSAL TWO
AUTHORIZATION OF SHARES OF PREFERRED STOCK
The Board of Directors has unanimously approved, and recommends to the
shareholders that they adopt an amendment to Article 3 of the Articles of
Incorporation that would authorize 5,000,000 shares of preferred stock with such
relative rights, preferences, limitations and class or series designations as
shall be determined by the Board of Directors.
The Company's Articles of Incorporation currently authorize the issuance of
50,000,000 shares of Common Stock. No holder of Common Stock has any preemptive
rights.
Under the proposed amendment, in creating a new class or series of
preferred stock, the Board of Directors would set the rights of such class or
series as to dividends, voting, preferences, liquidations and redemption. This
would enable the Board of Directors to act promptly in issuing a new class or
series of preferred stock and to tailor the terms of such class or series to the
transaction or circumstances to which such issuance relates. The Company will
from time to time consider issuing shares of preferred stock or rights to
acquire preferred stock.
The full text of Proposal Two is attached to this proxy statement as
Exhibit A, which shareholders are urged to read carefully.
PURPOSES AND EFFECTS OF PROPOSAL TWO
The Board of Directors believes that the authorization of shares of
preferred stock as contemplated by Proposal Two would benefit the Company and
its shareholders by giving the Company needed flexibility in its corporate
planning and in responding to developments in the Company's business, including
possible financing and acquisition transactions, stock dividends and other
general corporate purposes. Having such authorized shares available for issuance
in the future would give the Company greater flexibility and allow shares of
preferred stock to be issued without the expense and delay of a special
shareholders' meeting. The Company does not have any present plan or agreement
for the issuance of preferred stock.
Except as otherwise required by applicable law or regulation, the shares of
preferred stock to be authorized in Proposal Two will be issuable without
further authorization by vote or consent of the shareholders and on such terms
and for such consideration as may be determined by the Board of Directors.
The issuance of shares of preferred stock could adversely affect the rights
of the Company's common shareholders, since the dividend and liquidation rights
of the common shareholders will generally be subordinate to the rights of
preferred shareholders.
The Board of Directors could use preferred stock to discourage an attempt
to change control of the Company, even though a change in control might be
perceived as desirable by some shareholders, by, among other things, selling a
substantial number of shares of preferred stock to persons who have an
arrangement with the Company concerning the voting of such shares, or by
distributing shares of preferred stock, or rights to receive such shares, to the
shareholders. In this respect, certain corporations
16
<PAGE>
have issued as a dividend to their common shareholders shares of preferred stock
or rights to acquire shares of preferred stock having terms designed to
encourage negotiated rather than unilateral takeover proposals and to protect
against the adverse consequences of certain abusive takeover tactics such as
open market accumulation programs and partial and front-end loaded takeovers and
freezeouts. The shares of authorized preferred stock would be available for such
purposes and the Board of Directors may from time to time consider issuing
shares of preferred stock for such purposes. The ability to issue shares of
preferred stock also would allow the Board of Directors to issue shares only to
shareholders supportive of management's position. This could provide management
with the means to block a business combination considered desirable by some
shareholders. In addition, the Board could authorize the issuance of a series of
preferred stock that votes as a class, either separately or with the holders of
Common Stock, on any merger, sale or exchange of assets by the Company or any
other extraordinary corporate transaction.
The proposed amendment to the Articles of Incorporation is permitted under
Virginia law and is consistent with the rules of the New York Stock Exchange,
upon which the Company's Common Stock is listed and traded.
VOTE REQUIRED
Under Virginia law, more than two-thirds of the outstanding shares of the
Company's Common Stock must approve Proposal Two. Abstentions and broker shares
that are not voted on the matter will have the same effect as a negative vote.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED AMENDMENT OF THE
COMPANY'S ARTICLES OF INCORPORATION IS IN THE BEST INTERESTS OF BOTH THE COMPANY
AND ITS SHAREHOLDERS AND RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
PROPOSAL TWO.
PROPOSAL THREE
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has recommended, subject to shareholder approval,
the appointment of Ernst & Young LLP as independent auditors to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1996.
Representatives of Ernst & Young LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 1996.
17
<PAGE>
PROPOSALS FOR 1997 ANNUAL MEETING
Under the regulations of the Commission, any shareholder desiring to make a
proposal to be acted upon at the 1997 Annual Meeting of Shareholders must cause
such proposal to be delivered, in proper form, to the Corporate Secretary of the
Company, whose address is 4235 Innslake Drive, P.O. Box 1220, Glen Allen,
Virginia 23060-1220, no later than November 29, 1996, in order for the proposal
to be considered for inclusion in the Company's proxy statement and form of
proxy for that meeting. The Company anticipates holding the 1997 Annual Meeting
of Shareholders on May 6, 1997.
The Company's Bylaws also prescribe the procedure a shareholder must follow
to nominate directors or to bring other business before shareholders' meetings.
For a shareholder to nominate a candidate for director at the 1997 Annual
Meeting of Shareholders, notice of nomination must be received by the Corporate
Secretary of the Company not less than 60 days and not more than 90 days prior
to the meeting. The notice must describe various matters regarding the nominee
and the shareholder giving notice. For a shareholder to bring other business
before the 1997 Annual Meeting of Shareholders, notice must be received by the
Corporate Secretary of the Company not less than 60 days and not more than 90
days prior to the meeting. The notice must include a description of the proposed
business, the reasons therefor and other specified matters. Any shareholder may
obtain a copy of the Company's Bylaws, without charge, upon written request to
the Corporate Secretary of the Company.
ANNUAL REPORTS
THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1995, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS, IS BEING MAILED
TO SHAREHOLDERS WITH THIS PROXY STATEMENT. A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K, EXCLUDING EXHIBITS, FOR 1995 FILED WITH THE COMMISSION CAN BE
OBTAINED WITHOUT CHARGE BY WRITING TO DIANNE F. FOX, SENIOR VICE PRESIDENT AND
CORPORATE SECRETARY, 4235 INNSLAKE DRIVE, P.O. BOX 1220, GLEN ALLEN, VIRGINIA
23060-1220.
18
<PAGE>
EXHIBIT A
PROPOSAL TWO
AMENDMENT OF ARTICLES OF INCORPORATION TO
AUTHORIZE SHARES OF PREFERRED STOCK
Article 3 of the Articles of Incorporation is amended by deleting the
present Article 3 in its entirety and inserting therefor the following:
3. The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 55,000,000, of which 50,000,000
shares shall be Common Stock, no par value (the Common Stock), and 5,000,000
shares shall be Preferred Stock, no par value (the Preferred Stock).
A. COMMON STOCK. Except as otherwise provided in the Virginia Stock
Corporation Act as amended from time to time or in these Articles of
Incorporation as they may be hereafter amended (the Articles), each share of
Common Stock shall be entitled to one vote on all matters submitted to a vote at
any meeting of shareholders and the exclusive general voting power of
shareholders for all purposes shall be vested therein.
B. PREFERRED STOCK. The Preferred Stock may be issued from time to time in
one or more classes or series, with such designations, rights and preferences as
shall be stated and expressed herein or in the resolution or resolutions
authorizing the issue of shares of a particular class or series. The Board of
Directors, by adoption of an amendment to these Articles, is expressly
authorized to fix:
(a) The annual or other periodic dividend rate for such class or series,
the dividend payment dates, the date from which dividends on all shares of such
class or series issued shall be cumulative and the extent of participation
rights, if any;
(b) The redemption price or prices, if any, for such class or series and
other terms and conditions on which such class or series may or shall be retired
and redeemed;
(c) The designation and maximum number of shares of such class or series
issuable;
(d) The right to vote, if any, with holders of shares of any other class or
series and the right to vote, if any, as a separate voting group, either
generally or as a condition to specified corporate action;
(e) The amounts payable upon shares in the event of voluntary or
involuntary liquidation;
(f) The rights, if any, of the holders of shares of such class or series to
convert such shares into other classes or series and the terms and conditions of
any such conversion; and
(g) Such other rights and/or preferences as may be specified by the Board
of Directors and not prohibited by law.
C. NO PREEMPTIVE RIGHTS. No holder of shares of the Corporation of any
class, now or hereafter authorized, shall as such holder have any preemptive
right to subscribe to, purchase or receive any shares of the Corporation of any
class, now or hereafter authorized, or any rights or options to subscribe to or
purchase any such shares or other securities convertible into or exchangeable
for or carrying rights or options to purchase shares of any class or other
securities, which may at any time be issued, sold or offered for sale by the
Corporation or subjected to rights or options to purchase granted by the
Corporation.
A-1
PROXY HILB, ROGAL AND HAMILTON COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert H. Hilb, Timothy J. Korman and Walter L.
Smith and each or any of them, proxy for the undersigned, with power of
substitution to vote all the shares of Common Stock of Hilb, Rogal and Hamilton
Company held of record by the undersigned on March 5, 1996, at the Annual
Meeting of Shareholders to be held at 10:00 a.m., May 7, 1996, and at any
adjournments thereof, upon the matters designated on the other side and as more
fully set forth in the Proxy Statement and for the transaction of such business
as may properly come before the meeting.
(Continued on reverse side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
1, 2 and 3.
1. ELECTION OF DIRECTORS FOR INSTRUCTIONS: To withhold
THREE YEAR TERMS EXPIRING AT authority to vote for any
THE 1999 ANNUAL MEETING: individual nominee, write each
such nominee's name in the
following space:
----------------------------------------
FOR Nominees WITHHOLD
Theodore L. Chandler, Jr., AUTHORITY
Norwood H. Davis, Jr. and to vote for
Thomas H. O'Brien all such nominees
(except as marked to the
contrary at right).
2. PROPOSAL TO AMEND ARTICLES OF
INCORPORATION FOR AUTHORIZATION
OF 5,000,000 SHARES OF PREFERRED
STOCK:
FOR AGAINST ABSTAIN
3. PROPOSAL TO APPROVE THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS FOR THE COMPANY:
FOR AGAINST ABSTAIN
4. In their discretion, the Proxies are authorized to
vote upon such other business as may properly
come before the meeting.
Please sign exactly as name appears.
When shares are held by joint
tenants, both should sign. When signing
in a representative capacity, please give
full title as such. If a corporation, please
sign in corporation's name by
President or other authorized officer.
If a partnership, please sign in
partnership's name by authorized person.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature(s)____________________Signature(s)____________________Date____________
- --------------------------------------------------------------------------------
Fold and Detach Here
ANNUAL MEETING
of
HILB, ROGAL AND HAMILTON COMPANY
Tuesday, May 7, 1996
10:00 a.m.
Crestar Bank
919 East Main Street
Richmond, Virginia
Agenda
* Election of Directors
* Proposal to Amend Articles of Incorporation to Authorize 5,000,000 Shares of
Preferred Stock
* Proposal to Approve the Appointment of Independent Auditors
* Report on the Progress of the Company
