SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BankFirst Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
BankFirst
Corporation
625 Market Street
Knoxville, Tennessee 37902
PROXY STATEMENT
Annual Meeting of Shareholders
to be held April 19, 1999
INTRODUCTION
This Proxy Statement and accompanying proxy are furnished to record
holders of shares of Common Stock, $2.50 par value per share, (the "Common
Stock"), of BankFirst Corporation (the "Company") in connection with the
solicitation of proxies by the Company for use at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on Monday, April 19, 1999, at
10:00 a.m. (EDT), at the Knoxville Hilton, Cherokee Ballroom, Salon A, 501
Church Street S. W., Knoxville, Tennessee, and any adjournments thereof. A copy
of the Company's 1998 Annual Report to Shareholders accompanies this Proxy
Statement.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited in person, by
telephone and other means of communication by directors, officers, and other
employees of the Company, none of whom will receive additional compensation for
such services. The Company will also request brokerage houses, custodians and
nominees to forward soliciting materials to the beneficial owners of stock held
of record by them, and will pay the reasonable expenses of such persons for
forwarding such materials. This Proxy Statement and the accompanying proxy are
first being mailed or given to shareholders of the Company on or about March 24,
1999.
RECORD DATE AND VOTING SECURITIES
The Common Stock is the only class of outstanding voting securities.
Only holders of Common Stock of record at the close of business on March 15,
1999 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were 11,375,600 shares of Common Stock
issued and outstanding. A majority of the outstanding shares entitled to be cast
is required to constitute a quorum to transact business at the Annual Meeting.
The affirmative vote of a majority of the outstanding shares entitled to be cast
is required for the approval of an amendment to a corporation's charter.
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election. Shareholders will be entitled to one vote for each share
of Common Stock held of record on the Record Date with regard to any matters
that properly come before the Annual Meeting or any adjournment thereof.
Each proxy, unless the shareholder otherwise specifies, will be voted
in favor of the election of the eight nominees for director named herein. Where
a shareholder has appropriately specified how the proxy is to be voted, it will
be voted accordingly. As to any other matter which may properly be brought
before the Annual Meeting or any adjournment thereof, a vote may be cast
pursuant to the accompanying proxy in accordance with the judgment of the person
or persons voting the proxy. A shareholder may revoke his or her proxy at any
time prior to its exercise. Revocation may be effected by written notice to the
Company, by a subsequently dated proxy received by the Company, or by oral
revocation in person at the Annual Meeting or any adjournment thereof, or by
voting in person at the Annual Meeting or any adjournment thereof.
<PAGE>
Abstentions will be treated as present for purposes of determining a
quorum, but as unvoted shares for purposes of determining the approval of any
matter submitted to the shareholders for a vote. If a broker indicates that it
does not have discretionary authority as to certain shares to vote on a
particular matter, such shares will not be considered as present and entitled to
vote with respect to such matter.
INDEPENDENT ACCOUNTANTS
Crowe Chizek & Company LLP served as independent accountants for the
Company during the year ended December 31, 1998. Representatives of Crowe Chizek
& Company LLP will be present at the annual meeting and will be given the
opportunity to respond to questions.
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
The Company's directors are elected at each annual meeting of the
shareholders and hold office until the next election of directors or until their
successors are duly elected and qualified. The persons named below, all of who
currently serve as directors of the Company, have been nominated for election to
serve until the 2000 Annual Meeting of Shareholders. The following table sets
forth certain information respecting the persons nominated to be directors of
the Company:
<TABLE>
<CAPTION>
Amount and
Positions Nature of
and Director Principal Beneficial Percent
Name and Age (1) Offices Since Occupation (2) Ownership (3) of Class (4)
- ---------------- ------- ----- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
James L. Clayton; 65 Chairman of 1996 Chairman, Clayton 4,477,070 (5) 35.9%
The Board of Homes, Inc.
Directors
Fred R. Lawson; 62 Director and 1996 President & CEO of 324,831 (6) 2.6%
President & the Company and
CEO BankFirst, a wholly owned
subsidiary of the Company
C. Scott Mayfield, Jr.; 48 Director 1998 President - Mayfield 26,180 (7)
Dairies, Inc.
C. Warren Neel; 60 Director 1996 Dean, University of 228,187 (8) 1.8%
Tennessee School of
Business Administration
Charles Earl Ogle, Jr.; 59 Director 1994 Real Estate Investor 45,675 (9) (7)
W. David Sullins, Jr.; 56 Director 1998 Optometrist 8,820 (10) (7)
L. A. Walker, Jr.; 63 Director & 1998 Executive Vice President of 13,015 (7)
Executive Vice the Company and Chairman
President & CEO of The First National
Bank & Trust Company, a
wholly owned subsidiary of
the Company
Geoffrey A. Wolpert; 43 Director 1990 Restauranteur 18,670 (11) (7)
All directors and executive officers as a group 5,282,901 (12) 42.3%
(10 in number, including the above named individuals)
</TABLE>
<PAGE>
(1) The ages listed are as of March 15, 1999.
(2) Each of the nominees has been engaged in the principal occupation specified
above for five years of more.
(3) Under the rules of the Securities and Exchange Commission, a person is
deemed to beneficially own a security if the person has or shares the power
to vote or direct the voting of such security, or the power to dispose or
to direct the disposition of such security. A person is also deemed to
beneficially own any shares which that person has the right to acquire
beneficial ownership within sixty days. Shares of Common Stock subject to
options exercisable within sixty days are deemed outstanding for computing
the percentage of class of the person holding such options but are not
deemed outstanding for computing the percentage of class for any other
person. Unless otherwise indicated, the named persons have sole voting and
investment power with respect to shares held by them.
(4) Percentages are based on a total class of 12,483,298 shares, including
11,375,600 issued and outstanding shares of Common Stock, 181,050 shares of
nonvoting convertible Preferred Stock, which are presently convertible into
558,992 shares of Common Stock and 548,706 shares of Common Stock for which
there are vested options presently exercisable at the option of the
holders.
(5) Includes 34,955 shares that Mr. Clayton may acquire pursuant to options
exercisable within sixty days of the record date. Also includes 116,828
shares that Mr. Clayton has the right to acquire upon the conversion of the
37,839 shares of Preferred Stock owned by him. The total does not include
29,560 shares of Common Stock owned by Mr. Clayton's wife or 13,424 shares
that Mr. Clayton's wife has the right to acquire upon the conversion of the
4,348 shares of Preferred Stock owned by her, over which Mr. Clayton has no
voting or investment power. Mr. Clayton also serves on the following Boards
of Directors: Clayton Homes, Inc., Dollar General Corporation, and Chateau
Communities, Inc.
(6) Includes 247,245 shares that Mr. Lawson may acquire pursuant to options
exercisable within sixty days of the record date and 67,616 shares that Mr.
Lawson has the right to acquire upon the conversion of the 21,900 shares of
Preferred Stock owned by him. The total does not include 500 shares of
Common Stock owned by Mr. Lawson's wife, over which Mr. Lawson has no
voting or investment power.
(7) Less than 1 percent.
(8) Includes 147,180 shares that Mr. Neel may acquire pursuant to options
exercisable within sixty days of the record date and 76,502 shares that Mr.
Neel has the right to acquire upon the conversion of the 24,778 shares of
Preferred Stock owned by him. The total does not include 5,120 shares of
Common Stock owned by Mr. Neel's wife, over which Mr. Neel has no voting or
investment power. Mr. Neel also serves on the following Boards of
Directors: Clayton Homes, Inc., American Healthcorp, Inc., O'Charley's,
Inc., Promus Companies, Inc., and Saks, Inc.
(9) Includes 13,750 shares that Mr. Ogle may acquire pursuant to options
exercisable within sixty days of the record date and 1,610 shares owned by
ILM Rentals, L.P., in which Mr. Ogle has an ownership interest and 17,575
shares held in the Estate of Charles Earl Ogle, Sr. of which Mr. Ogle is
Trustee.
(10) Mr. Sullins also serves on the Board of Directors of the Laser Center, Inc.
(11) Includes 7,500 shares that Mr. Wolpert may acquire pursuant to options
exercisable within sixty days of the record date and 1,285 shares owned by
Steaks, Inc., in which Mr. Wolpert has an ownership interest.
<PAGE>
(12) Includes 506,259 shares that may be acquired by all directors and executive
officers as a group pursuant to options exercisable within 60 days of the
Record Date. Also includes 311,195 shares that all directors and executive
officers have the right to acquire upon the conversion of 100,792 shares of
Preferred Stock.
Unless authority to do so is withheld, it is the intention of the persons
named in the proxy card to vote for the election of each of the nominees listed
above. All nominees have indicated a willingness to serve and the Company does
not anticipate that any of the above nominees will decline or be unable to serve
if elected as a director. However, in the event that one or more of such
nominees is unable, unwilling or unavailable to serve, the persons named in the
proxy shall have authority, according to their judgment, to vote for such
substitute nominees as they, after consultation with the Company's Board of
Directors, shall determine. The Board of Directors recommends a vote "FOR" the
election of the nominees listed above.
PROPOSAL II
INCREASE IN AUTHORIZED COMMON STOCK
The Board of Directors has proposed an amendment to the Company's
Charter, which provides for an increase in the authorized number of shares of
Common Stock of the Company from 15,000,000 shares to 30,000,000 shares.
The authorized but unissued shares of Common Stock that would result from
the increased capitalization will be available for issuance at the discretion of
the Board of Directors. No stockholder approval is required for the issuance of
authorized but unissued shares of Common Stock. Stockholders will have no
preemptive rights to subscribe for any of the shares if and when issued. There
is no provision for cumulative voting of shares either in the current Charter or
in the proposed amendment. The additional shares to be authorized may be used
for stock splits or stock dividends, issuance upon exercise of stock options,
acquisition opportunities, programs to facilitate expansion and growth and for
other general corporate purposes. Of the 15,000,000 shares of Common Stock
currently authorized, 11,375,600 were issued and outstanding as of March 15,
1999. The Board believes it advisable to increase the number of authorized
shares of Common Stock at this time.
There are no negotiations, understanding, commitments, contracts, or
arrangements relating to the issuance of the Common Stock proposed to be
authorized.
The affirmative vote in favor of the increase in authorized Common Stock
from 15,000,000 to 30,000,000 shares by the holder of the majority of shares of
the Common Stock of the Company entitled to be cast is required for adoption.
The Board of Directors recommends that shareholders vote "FOR" the proposal.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to Common
Stock beneficially owned by the named directors and/or executive officers and by
the directors and executive officers of the Company as a group, as of March 15,
1999:
<TABLE>
<CAPTION>
Number of Shares
Name Beneficially Owned Percent of Class
- ---- ------------------ ----------------
<S> <C> <C>
James L. Clayton............................ 4,477,070 (1) 35.9
Fred R. Lawson.............................. 324,831 (2) 2.6
L. A. Walker, Jr............................ 13,015 *
R. Stephen Hagood........................... 109,901 (3) *
C. David Allen.............................. 30,552 (4) *
All directors and executive officers
(10) as a group............................ 5,282,901
</TABLE>
* Less than 1 percent
(1) See footnote (5) under "Election of Directors"
(2) See footnote (6) under "Election of Directors"
(3) Includes 50,685 shares that Mr. Hagood may acquire pursuant to options
exercisable within sixty days of the record date. Also includes 33,561
shares that Mr. Hagood has the right to acquire upon the conversion of the
10,870 shares of Preferred Stock owned by him.
(4) Includes 4,944 shares that Mr. Allen may acquire pursuant to options
exercisable within sixty days of the record date. Also includes 16,688
shares that Mr. Allen has the right to acquire upon the conversion of the
5,405 shares of Preferred Stock owned by him.
PRINCIPAL SHAREHOLDER
James L. Clayton is the only shareholder who, as of the record date,
owned more than five percent of the outstanding Common Stock. The mailing
address of Mr. Clayton is C/O Clayton Homes, Inc., P. O. Box 9790, Maryville,
Tennessee 37802. His ownership is shown under "Election of Directors", to which
reference is made for details of his direct and indirect ownership.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors of the Company, who are not also officers of the Company, were
paid $500 per meeting of the Board for 1998, except Mr. Lawson does not receive
a director's fee.
The Board of Directors had ten meetings during the 1998 fiscal year. All
members were present for every meeting. The Board has, among other committees,
the Audit Committee and the Governance and Compensation Committees, but does not
have a Nominating Committee.
<PAGE>
The Audit Committee of the Company was formed in August 1998 and
consists of C. Warren Neel, C. Scott Mayfield, Jr., and W. David Sullins, Jr.
This Audit Committee met one time during 1998. Prior to that formation, audit
committees functioned separately at BankFirst and The First National Bank and
Trust Company. The audit committees at the Banks met four times each during
1998. The Audit Committee of the Company reviews and reports to the Board with
respect to various auditing and accounting matters, including the appointment
and performance of the independent auditors, the scope of audit procedures,
general auditing policy matters and adequacy of internal controls.
The Governance and Compensation Committee consists of Charles Earl Ogle,
Jr., James L. Clayton, Fred R. Lawson, C. Warren Neel, and L. A. Walker, Jr. The
Compensation Committee, which held one meeting during 1998, reviews the
compensation practices of the Company and its subsidiaries and establishes the
compensation of the President & CEO.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
In the ordinary course of business, the Company, through its
wholly-owned subsidiary commercial banks, engages in the past and expects to
have in the future, banking transactions, including lending to its directors,
officers, principal shareholders and their associates. When these banking
transactions are credit transactions they are made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
others. In the opinion of the Company's Board of Directors, such transactions do
not involve more than the normal risk of collectibility or present any other
unfavorable features.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Act")
requires the Company's executive officers and directors and persons who own more
than ten percent (10%) of the Common Stock to file initial reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC"), as
well as to furnish the Company with a copy of such report. James L. Clayton
owned more than ten percent (10%) of the outstanding shares of Common Stock.
Additionally, SEC regulations require the Company to identify in its Proxy
Statement those individuals for whom one of the referenced reports was not filed
on a timely basis during the most recent fiscal year. Each of the directors and
executive officers was required to file a SEC Form 3 (Initial Statement of
Beneficial Ownership of Securities) contemporaneous with the completion of the
Company's initial public offering. These filings were not timely made, but were
all made in September 1998. There were no late filings of SEC Form 4 (statement
of changes in beneficial ownership) during 1998.
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
The Company does not have employment contracts, severance agreements, or
change-in-control agreements with Executive Officers.
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid or
accrued by the Company to or for the account of the Chief Executive Officer and
each of the executive officers of the Company whose total cash compensation for
the fiscal year ended December 31, 1998 exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
Other Annual All Other
Name and Salary Bonus (1) Compensation Options (2) Compensation (3)
Principal Position Year ($) ($) ($) (#) ($)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred R. Lawson (4) 1998 247,006 25,000 0 10,000 6,200
President & CEO and 1997 209,349 25,000 498,213 (5) 34,375 5,267
Director of the Company 1996 174,184 33,750 0 125,000 4,125
L. A. Walker, Jr. (6) 1998 150,000 30,856 16,336 (7) 0 14,090
Executive Vice President 1997 115,050 30,856 11,427 (7) 0 21,046
And Director of the Company 1996 112,750 28,800 11,360 (7) 0 19,358
R. Stephen Hagood (8) 1998 138,773 10,000 0 5,500 3,000
Executive Vice President 1997 110,619 11,000 105,021 (5) 6,250 2,421
of BankFirst, a wholly-owned 1996 103,580 18,000 0 0 2,421
Subsidiary of the Company
C. David Allen (9) 1998 93,473 10,000 0 5,500 3,500
Chief Financial Officer and 1997 78,310 10,000 0 3,125 2,907
Secretary of the Company 1996 70,677 14,250 0 0 2,335
</TABLE>
(1) Bonuses are paid by subsidiaries to certain executives as recommended by
management and approved by the subsidiary Board of Directors. One
subsidiary, The First National Bank and Trust Company, pays bonuses under a
management incentive plan.
(2) These options were granted under the Company's Stock Option Plan. The
Option Plan permits the grant of options to employees of the Company and
its subsidiaries whose efforts contribute, or may be expected to
contribute, materially to the successful performance of the Company.
<PAGE>
(3) Amounts in this column include contributions made by subsidiaries of the
Company, BankFirst and The First National Bank and Trust Company, for
401(k) profit sharing plans and a defined benefit plan. The Company also
has an Employee Stock Ownership Plan that has been approved for termination
by the Internal Revenue Service. The Employee Stock Ownership Plan had no
Company shares. BankFirst has a 401(k) profit sharing plan that covers
substantially all employees. Employee contributions are voluntary and
employer contributions are discretionary. Employee contributions are fully
vested and employer contributions are fully vested after five years. The
First National Bank and Trust Company also has a 401(k) profit sharing plan
which covers all employees over 21 years old with one year of service and
who work in excess of 1,000 hours per year. Employee contributions are
voluntary and become fully vested after seven years. Employer contributions
vest at 20% after three years and an additional 20% for each succeeding
year until fully vested. The First National Bank and Trust Company also has
a defined benefit plan which covers all employees over 21years old with one
year of service and who work in excess of 1000 hours per year. Employer
contributions vest at 20% after three years and an additional 20% for each
succeeding year until fully vested. The following table estimates the
annual benefits payable upon retirement for the specified compensation and
years of service classifications under this defined benefit pension plan.
<TABLE>
<CAPTION>
The First National Bank and Trust Company
Pension Plan Table
Years of Service
-----------------------------------------------------------------------------
Remuneration 15 20 25 30 35
------------ ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
85,000 31,875 42,500 55,250 55,250 55,250
95,000 35,625 47,500 57,000 57,000 57,000
105,000 39,375 52,500 63,000 63,000 63,000
125,000 46,875 62,500 75,000 75,000 75,000
150,000 56,250 75,000 90,000 90,000 90,000
175,000 65,625 87,500 105,000 105,000 105,000
200,000 75,000 100,000 120,000 120,000 120,000
225,000 84,375 112,500 135,000 135,000 135,000
250,000 93,750 125,000 150,000 150,000 150,000
275,000 103,125 137,500 165,000 165,000 165,000
</TABLE>
The defined benefit plan will annually pay the employee 60 percent of the
employee's average annual compensation beginning at the time of his or her
retirement at age 65, if the employee has at least 24 years of service. The
percentage is reduced proportionally for less than 24 years of service.
Average annual compensation is the average of the five highest consecutive
compensation years during an employee's service.
(4) Fred R. Lawson is the President and CEO of the Company. He has been
President and CEO of BankFirst since 1993. Prior to joining BankFirst,
Mr. Lawson was the President of Bank of East Tennessee, having previously
served as the President of Blount National Bank and the President of
Tennessee National Bancshares.
(5) Earnings on sale of stock from options exercised in 1997.
(6) L. A. Walker, Jr. is a Director of the Company and has been the Chairman
of the Board and CEO of The First National Bank and Trust Company since
1980.
<PAGE>
(7) Insurance and automobile.
(8) R. Stephen Hagood joined BankFirst in 1993 as Executive Vice President.
Prior to joining BankFirst, Mr. Hagood was employed by Bank of East
Tennessee as Senior Vice President of Commercial Lending in Knoxville.
(9) C. David Allen joined BankFirst as Vice President in 1990 and has served
as Senior Vice President and Chief Financial Officer since 1993. Prior to
joining BankFirst, Mr. Allen was employed by Third National Bank in
Loudon County as Vice President and Cashier.
The following table sets forth the information regarding options granted
to the named executive officers in 1998.
<TABLE>
<CAPTION>
OPTIONS GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Individual Grants Price Appreciation
for Option Term (2)
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Percent
Securities of Total
Underlying Options Exercise
Options Granted to or Base
Granted (1) Employees Price Expiration
Name (#) in Fiscal Year ($/SH) Date 5% ($) 10% ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred R. Lawson 10,000 7.04% 8.80 1/02/2008 50,700 122,860
L. A. Walker, Jr. 0 0.00% .0 N/A N/A N/A
R. Stephen Hagood 5,500 3.87% 8.80 1/02/2008 27,885 67,573
C. David Allen 5,500 3.87% 8.80 1/02/2008 27,885 67,573
</TABLE>
(1) Options granted under the Stock Option Plan become exercisable in equal
20% installments beginning one year after the date of the grant and
become fully exercisable upon a change in control of the Company. Options
expire if not exercised ten years after the date of the grant.
(2) These amounts, based on assumed appreciation rates of 5% and 10% rates
prescribed by the Securities and Exchange Commission rules, are not
intended to forecast possible future appreciation, if any, of the Common
Stock price. Moreover, these values do not take into consideration the
provisions of the options providing for nontransferability, vesting over
a period of five years or termination of the options following
termination of employment. The amounts shown are pre-tax and assume the
options will be held throughout the entire ten-year term. Actual gains,
if any are dependent upon the future performance of the Common Stock, as
well as the continued employment of the option holder through the vesting
periods.
<PAGE>
The following table sets forth the number and value of unexercised options
held by the named executive officers at December 31, 1998. No options were
exercised by the named executive officers during the 1998 fiscal year. The
Company does not have a Stock Appreciation Right Plan.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS VALUES
Number of
Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Fiscal Year-End (#) at Fiscal Year-End ($) (1)
- --------------------------------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Fred R. Lawson 238,370 106,250 1,004,361 176,463
L. A. Walker, Jr. 0 0 0 0
R. Stephen Hagood 48,335 10,500 242,175 7,049
C. David Allen 3,219 8,496 7,188 5,128
</TABLE>
(1) Based on the closing price of the Common Stock at December 31, 1998.
REPORT OF THE GOVERNANCE
AND COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is responsible for
establishing the compensation for the President and Chief Executive Officer of
the Company. Each executive officer receives a base salary, which is based upon
that individual's performance. A bonus is established each year for those
executive officers whose performance is above the median of those banks with
which the Company competes for talent. A Stock Option Plan is in place by which
discretionary grants of options for the Company's stock are made. The primary
objective of the Committee in establishing the terms of executive officers'
compensation has been to provide strong financial incentives for the executive
officers to maximize stockholder value.
The factors and criteria that the Committee utilizes in establishing the
compensation of the Company's President and Chief Executive Officer include his
performance against established objectives, his leadership ability, his
community service activities, his ability to execute the Company's business
strategy and the Company's relationship with its customers and the investment
community. In assessing Mr. Lawson's compensation for the past year, the
Committee acknowledged that the Company successfully completed its merger with
First Franklin Bancshares, Inc. of Athens, Tennessee and the Company's progress
in implementing its strategy to grow the business at rates greater than the
market opportunity.
<PAGE>
Charles Earl Ogle, Jr.
James L. Clayton
Fred R. Lawson
C. Warren Neel
L. A. Walker, Jr.
COMPENSATION INTERLOCK AND INSIDER PARTICIPATION
The Company has a Governance and Compensation Committee, consisting of
Messrs. Ogle, Clayton, Lawson, Neel, and Walker, which sets the overall
compensation principles of the Company and reviews the entire program at least
annually. Mr. Lawson is the Chief Executive Officer and President of the Company
and Mr. Walker is the Executive Vice President of the Company.
COMMON STOCK PERFORMANCE
The following graph shows the cumulative return since the Company began
trading in August 1998 as compared to The Nasdaq Stock Market and Nasdaq Bank
Stocks.
Comparison of Cumulative Total Return
among BankFirst Corporation, Nasdaq Stock Market (U.S.),
and Nasdaq Bank Stocks
Fiscal Year Ending December 31
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
8/27/98 8/31/98 10/30/98 12/31/98
------- ------- -------- --------
BankFirst Corporation 100.0 98.0 89.8 73.0
Nasdaq Stock Market (US Corporation) 100.0 88.7 105.4 130.8
Nasdaq Bank Stocks 100.0 94.8 108.3 114.6
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the maket capitalization on the
previous day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceeding day is used.
D. The index level for all series was set to $100.00 on 08/27/98.
<PAGE>
SHAREHOLDER PROPOSALS
It is currently contemplated that the Company's 2000 Annual Meeting of
Shareholders will be held on or about April 19, 2000. In the event that a
shareholder desires to have a proposal considered for presentation at the
Company's 2000 Annual Meeting of Shareholders and inclusion in the Proxy
Statement for such meeting, the proposal must be forwarded in writing to the
Secretary of the Company so that it is received no later than November 22, 1999.
Any such proposal must comply with the requirements of Rule 14(a)-8 promulgated
under the Act.
If a shareholder, rather than placing a proposal in the Company's proxy
as discussed above, commences his or her own proxy solicitation for the 2000
Annual Meeting of shareholders or seeks to nominate a candidate for election or
propose business for consideration at such meeting, the shareholder must notify
the Company of such proposal by or before February 7, 2000. If notice is not
received by this date, the Company may exercise discretionary voting authority
as to that matter under proxies solicited for the 2000 Annual Meeting of
shareholders.
MISCELLANEOUS
The Board of Directors of the Company knows of no other business to be
presented to the Annual Meeting. If other matters should properly come before
the Annual Meeting or any adjournment thereof, a vote may be cast pursuant to
the accompanying proxy in accordance with the judgment of the person or persons
voting the proxy. The Board of Directors urges each shareholder who does not
intend to be present and to vote at the Annual Meeting to complete, sign and
return the enclosed proxy as promptly as possible.
By Order of the Board of Directors
/s/Fred R. Lawson
------------------
Fred R. Lawson
President and CEO
Knoxville, Tennessee
March 22, 1999
<PAGE>
REVOCABLE PROXY
BANKFIRST CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
Proxy for Annual Meeting of Stockholders
Monday, April 19, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Fred R. Lawson, Charles Earl Ogle, Jr. and
L.A. Walker, Jr. and each of them, proxies with full power to vote all of the
stock of BANKFIRST CORPORATION, which the undersigned has the power to vote at
the Annual Meeting of Stockholders to be held Monday, April 19, 1999, at the
Knoxville Hilton, Cherokee Ballroom, Salon A, 501 Church Street, S.W.,
Knoxville, Tennessee, at 10:00 a.m., Eastern Daylight Time, and any adjournment
thereof, in accordance with instructions noted below, and at their discretion,
upon any other business not now known which properly may come before the said
meeting, all as more fully set forth in the accompanying proxy statement,
receipt of which is acknowledged.
1. ELECTION OF DIRECTORS
James L. Clayton
Fred R. Lawson
C. Scott Mayfield, Jr.
C. Warren Neel
Charles Earl Ogle, Jr.
W. David Sullins, Jr.
L.A. Walker, Jr.
Geoffrey A. Wolpert
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. PROPOSAL TO AMEND THE CHARTER to increase the authorized shares of Common
Stock of BankFirst Corporation from 15,000,000 shares to 30,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
BANKFIRST CORPORATION
If no choice is indicated above, this proxy shall be deemed to grant authority
to vote FOR the election of director nominees and to vote FOR each of the
proposals.The stockholder's signature should be exactly as the name appears
above. When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
