SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _________)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
BANKFIRST CORPORATION
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
BankFirst
----Corporation----
625 Market Street
Knoxville, Tennessee 37902
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 17, 2000
--------------------
We cordially invite you to attend the annual meeting of shareholders (the
"Annual Meeting") of BankFirst Corporation (the "Company") to be held at the
Knoxville Hilton, Cherokee Ballroom, Salon A, 501 Church Street, S.W.,
Knoxville, Tennessee, on Monday, April 17, 2000 at 10:00 a.m. local time, for
the following purposes:
1. To elect eight directors to serve on the Company's Board of
Directors until the Company's annual meeting of shareholders in
2001, or until their successors have been duly elected and
qualified; and
2. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
Only shareholders of the Company of record as of the close of business on
February 29, 2000 (the "Shareholders") will be entitled to notice of and to vote
at the Annual Meeting and any adjournments thereof. All Shareholders are
cordially invited to attend the Annual Meeting.
We enclose as a part of this Notice of Annual Meeting a Proxy Statement,
which contains further information regarding the Annual Meeting and each of the
proposals noted above.
We hope you will attend the Annual Meeting and vote your shares in person.
By Order of the Board of Directors
/s/ Fred R. Lawson
------------------------------
FRED R. LAWSON
President and Chief Executive Officer
Knoxville, Tennessee
March 17, 2000
- --------------------------------------------------------------------------------
IMPORTANT
Whether or not you expect to be present at the Annual Meeting, please complete,
date, sign and return the accompanying proxy, as soon as possible, in the
enclosed postage-paid return envelope. If you attend the Annual Meeting, you may
vote in person even if you have already sent in a proxy.
- --------------------------------------------------------------------------------
<PAGE>
BankFirst
----Corporation----
625 Market Street
Knoxville, Tennessee 37902
--------------------
PROXY STATEMENT
Annual Meeting of Shareholders
to be held on April 17, 2000
--------------------
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy card and Notice of Annual
Meeting are furnished to the record holders of shares of Common Stock, $2.50 per
value per share (the "Common Stock") of BankFirst Corporation (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board of Directors") for use at the annual meeting of the
Company's shareholders (the "Annual Meeting") to be held at the Knoxville
Hilton, Cherokee Ballroom, Salon A, 501 Church Street, S.W., Knoxville,
Tennessee, on Monday, April 17, 2000 at 10:00 a.m. local time and at any
adjournments thereof. The mailing address of the principal executive offices of
the Company is 625 Market Street, Knoxville, Tennessee 37902.
This Proxy Statement and the accompanying proxy card and Notice of Annual
Meeting are first being mailed or given to the shareholders of the Company on or
about March 17, 2000.
Purposes of the Annual Meeting
The purposes of the Annual Meeting are (1) to elect eight directors to
serve on the Board of Directors, and (2) to transact such other business as may
properly come before the Annual Meeting and any adjournments thereof. The Board
of Directors knows of no matters other than those stated above to be brought
before the Annual Meeting.
The Proxy and the Record Date
Proxies are being solicited by and on behalf of the Board of Directors,
and the solicitation of proxies is being made primarily by the use of the mails.
The cost of preparing and mailing this Proxy Statement and the accompanying
material, and the cost of any supplementary solicitations which may be made by
mail, telephone, telegraph or personally by directors, officers or other
employees of the Company (none of whom will receive additional compensation for
such services), will be borne by the Company. 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.
Only shareholders of Common Stock of record at the close of business on
February 29, 2000 (the "Shareholders"), the record date established by the Board
of Directors for the Annual Meeting (the "Record Date"), will be entitled to
notice of, and to vote at, the Annual Meeting and any adjournments thereof. At
the close of business on February 29, 2000, the Company had outstanding
11,220,100 shares of Common Stock and 181,050 shares of its Noncumulative
Convertible Preferred Stock (the "Preferred Stock"). The Common Stock is the
only class of outstanding voting securities.
<PAGE>
Each Shareholder giving a proxy has the power to revoke it either by
delivering written notice of such revocation to the Secretary of the Company
before the Annual Meeting or by attending the Annual Meeting and voting in
person. The proxy will be voted as specified by the Shareholder in the spaces
provided on the accompanying Form of Proxy or, if no specification is made by
the Shareholder, it will be voted in favor of the eight nominees for directors.
As to any other matter that may properly be brought before the Annual Meeting or
any adjournments thereof, a vote may be cast pursuant to the accompanying proxy
in accordance with the judgment of the person or persons voting the proxy. In
voting by proxy with respect to the election of the eight nominees for
directors, Shareholders may either vote in favor of one or more of the nominees
or withhold their votes as to one or more of the nominees. Shareholders may not
abstain with respect to the election of directors.
Management of the Company requests that each Shareholder promptly
complete, date, sign and return a proxy card, as transmitted herein, as soon as
possible. Each Shareholder may revoke his or her proxy at any time prior to its
exercise. Beneficial owners of shares of the Common Stock held in the name of a
broker or other intermediary may vote and revoke a previous vote only through,
and in accordance with, procedures established by the record holder(s) or their
agent(s).
No person is authorized to give any information or to make any
representation not contained in this Proxy Statement and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Proxy Statement does not constitute the solicitation of a
proxy, in any jurisdiction, from any person to whom it is unlawful to make such
proxy solicitation in such jurisdiction. The delivery of this Proxy Statement
shall not, under any circumstances, imply that there has been no change in the
information set forth herein since the date of the Proxy Statement.
REQUIRED VOTES
On all matters that properly come before the Annual Meeting or any
adjournments thereof, each holder of Common Stock will be entitled to vote at
the Annual Meeting and will be entitled to one vote for each share of Common
Stock held of record on the Record Date. Holders of Preferred Stock are not
entitled to vote on the election of nominees for directors.
Cumulative voting of shares is not permitted.
Under Tennessee law and the Company's charter (the "Charter") and bylaws
(the "Bylaws"), if a majority of the holders of the Company's outstanding shares
of stock are present at the Annual Meeting, in person or by proxy, so as to
constitute a quorum, with respect to the election of directors, a plurality of
all the votes cast voting in favor of the nominee will elect each nominee for
director.
No specific provisions of the Tennessee Business Corporation Act or the
Charter or Bylaws address the issue of abstentions or broker non-votes.
Abstentions will not be counted "for" or "against" proposals submitted to the
Shareholders for a vote, but will be counted for the purpose of determining the
existence of a quorum. Brokers holding shares for beneficial owners must vote
those shares according to the specific instructions they receive from the
beneficial owners. However, brokers or nominees holding shares for a beneficial
owner may not have discretionary voting power and may not have received voting
instructions from the beneficial owner of the shares. In such cases, without the
receipt of specific voting instructions from the beneficial owner, the broker
may not vote on these proposals. This results in what is known as a "broker
non-vote." "Broker non-votes" will not be counted as votes cast but will be
counted for the purpose of determining the existence of a quorum.
Because the election of directors is a routine matter for which specific
instructions from beneficial owners will not be required, no "broker non-votes"
will arise in the context of the election of nominees for directors. Votes
"withheld" from a director-nominee may have the practical effect of a negative
vote, since a plurality of the shares cast at the Annual Meeting is required for
the election of a director.
2
<PAGE>
REPORTS OF BENEFICIAL OWNERSHIP
Under federal securities laws, the Company's directors, executive officers
and any persons beneficially owning more than ten percent of a registered class
of the Company's equity securities are required to report their ownership of
such securities and any changes in that ownership to the Securities and Exchange
Commission (the "SEC") and to the Nasdaq Stock Market ("Nasdaq"), the exchange
on which the Common Stock is traded. These persons are also required by SEC
rules and regulations to furnish the Company with copies of these reports. James
L. Clayton owned more than ten percent (10%) of the outstanding shares of Common
Stock. Specific due dates for these reports have been established, and the
Company is required to report in the Proxy Statement any failure to timely file
such reports by those due dates by its directors and executive officers during
its 1999 fiscal year.
Based solely upon its review of the reports and amendments thereto
furnished to the Company or written representations from the Company's directors
and executive officers that such reports were not required from those persons,
the Company believes that all of these filing requirements were satisfied by the
Company's directors and executive officers during the 1999 fiscal year.
OWNERSHIP OF THE COMMON STOCK
Information Regarding Nominees and Security Ownership of Management
The following table sets forth the beneficial ownership of the Common
Stock, as of February 29, 2000, by (i) each director of the Company, (ii) each
executive officer of the Company, (iii) all directors and executive officers of
the Company as a group, and (iv) the beneficial owners of more than five percent
(5%) of the outstanding shares of Common Stock. The table also sets forth
certain information regarding the persons nominated to be directors of the
Company. Unless otherwise indicated in the accompanying footnotes, all such
shares of Common Stock are owned directly, and the indicated person has sole
voting and investment power. As of the Record Date, apart from James L. Clayton,
no person beneficially owned more than five percent (5%) of the outstanding
shares of Common Stock.
<TABLE>
<CAPTION>
Amount and
Director Principal Nature of Beneficial Percent
Name and Age (1) Positions and Offices Since Occupation (2) Ownership (3) of Class (4)
- ---------------- --------------------- -------- -------------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
James L. Clayton; 65 Chairman of the 1996 Chairman, Clayton 4,512,695(5) 36.1%
Board of Directors Homes, Inc.
Fred R. Lawson; 63 Director, President 1996 President & CEO of 359,706(6) 2.9%
& CEO the Company and
BankFirst, a wholly
owned subsidiary of
the Company
C. Scott Mayfield, Jr.; 49 Director 1998 President, Mayfield. 27,078 *
Dairies, Inc
C. Warren Neel; 61 Director 1996 Dean, University of 242,392(7) 1.9%
Tennessee School of
Business Administration
Charles Earl Ogle, Jr.; 60 Director 1994 Real Estate Investor 114,865(8) *
W. David Sullins, Jr.; 57 Director 1998 Optometrist (9) 11,120 *
L. A. Walker, Jr.; 64 Director & Executive 1998 Executive Vice 13,315 *
Vice President President of the
Company and
Chairman & CEO of
The First National
Bank & Trust Company,
a wholly owned subsidiary
of the Company
</TABLE>
(table continued on following page)
3
<PAGE>
<TABLE>
<CAPTION>
Amount and
Director Principal Nature of Beneficial Percent
Name and Age (1) Positions and Offices Since Occupation (2) Ownership (3) of Class (4)
- --------------- --------------------- -------- -------------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
Geoffrey A. Wolpert; 44 Director 1990 Restauranteur 22,420(10) *
R. Stephen Hagood; 49 Executive Vice 111,931(11) *
President
C. David Allen; 49 Chief Financial 42,105(12) *
Officer and Secretary
All directors and executive officers as a group (10 in number, _______________
including the above named individuals) 5,457,627(5)(6)
(7)(8)(11)(12)(13) 43.7%
</TABLE>
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* Represents less than one percent (1%) of the outstanding shares of Common
Stock.
(1) The ages listed are given as of February 29, 2000.
(2) Each of the nominees for director has been engaged in the principal
occupation specified above for five years or more.
(3) Under the rules of the SEC, 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 60 days. Shares of Common Stock subject to options exercisable
within 60 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 12,492,565 shares, including
11,220,100 issued and outstanding shares of Common Stock, 181,050 shares
of Preferred Stock, which are presently convertible into 558,992 shares of
Common Stock, and 713,473 shares of Common Stock for which there are
vested options presently exercisable at the option of the holders.
(5) Includes 50,580 shares that Mr. Clayton may acquire pursuant to options
exercisable within 60 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. Mr. Clayton's principal address
is P.O. Box 9790, Maryville, Tennessee 37802.
(6) Includes 281,120 shares that Mr. Lawson may acquire pursuant to options
exercisable within 60 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) Includes 160,305 shares that Dr. Neel may acquire pursuant to options
exercisable within 60 days of the record date and 76,502 shares that Dr.
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 Dr. Neel's wife, over which Dr. Neel has no voting
or investment power. Dr. Neel also serves on the following Boards of
Directors: Clayton Homes, Inc., American Healthcorp, Inc., O'Charley's,
Inc., and Saks, Inc.
(8) Includes 20,625 shares that Mr. Ogle may acquire pursuant to options
exercisable within 60 days of the record date; 1,610 shares owned by ILM
Rentals, L.P., in which Mr. Ogle has an ownership interest; 17,575 shares
held in the Estate of Charles Earl Ogle, Sr. of which Mr. Ogle is Trustee;
and 62,325 shares held in the Estate of Elizabeth O.
Whaley of which Mr. Ogle is executor.
(9) Dr. Sullins also serves on the Board of Directors of the Laser Center,
Inc.
(10) Includes 11,250 shares that Mr. Wolpert may acquire pursuant to options
exercisable within 60 days of the record date and 1,285 shares owned by
Steaks, Inc., in which Mr. Wolpert has an ownership interest.
(11) Includes 53,215 shares that Mr. Hagood may acquire pursuant to options
exercisable within 60 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.
(12) Includes 7,097 shares that Mr. Allen may acquire pursuant to options
exercisable within 60 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.
(13) Includes 584,492 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.
4
<PAGE>
ELECTION OF DIRECTORS
Committees and Meetings of the Board of Directors
Board of Directors Meetings. The business of the Company is under the
general management of the Board of Directors as required by the Bylaws and the
laws of Tennessee, the Company's state of incorporation. There are presently
eight directors of the Company. The Board of Directors held twelve meetings
during 1999, and all of the Company's directors attended those meetings except
Mr. Clayton, Dr. Neel, Mr. Ogle, Dr. Sullins, Mr. Walker, and Mr. Wolpert each
missed one meeting.
The Company presently has an Executive Committee, an Audit Committee and a
Governance and Compensation Committee of the Board of Directors. The Company has
no standing Nominating Committee of the Board of Directors, with the entire
Board of Directors acting in such capacity. The Company may, from time to time,
form other committees as circumstances warrant. Such committees have authority
and responsibility as delegated to them by the Board of Directors.
Audit Committee. The Board of Directors has established an Audit
Committee. During the 1999 fiscal year, this committee consisted, and currently
consists, of Dr. Neel, Mr. Mayfield and Dr. Sullins. The Audit Committee 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 Audit Committee met three times in 1999, and all of its
members attended those meetings.
Governance and Compensation Committee. The Board of Directors has
established a Governance and Compensation Committee. During the 1999 fiscal
year, this committee consisted, and currently consists, of Mr. Ogle, Mr.
Clayton, Mr. Lawson, Dr. Neel and Mr. Walker. The Governance and Compensation
Committee reviews the compensation practices of the Company and its subsidiaries
and establishes the compensation of the President and the Chief Executive
Officer ("CEO"). The Compensation Committee met once in 1999, and all of its
members attended that meeting.
Compensation of Directors
Each director who is not also an officer of the Company receives $500.00
for each Board of Directors' meeting personally attended. Mr. Lawson does not
receive a directors' fee.
Nominees for Directors
The Board of Directors has no Nominating Committee, with the entire Board
of Directors instead acting in such a capacity. The Board of Directors has
nominated the present eight 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. and Geoffrey A. Wolpert to serve as the Company's
directors for a one-year term expiring at the Company's annual meeting of
shareholders in 2001.
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. If any nominee becomes unavailable or unwilling to serve the Company as a
director for any reason, the persons named as proxies in the accompanying proxy
card are expected to consult with management of the Company in voting the shares
represented by them and will vote in favor of any substitute nominee or nominees
approved by the Board of Directors. The Board of Directors has no reason to
doubt the availability of the nominees for directors, and each has expressed his
willingness to serve as a director of the Company if elected by the Shareholders
at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTORS.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation paid or accrued by the
Company for the last three fiscal years to those persons who: (i) served as the
Company's CEO and (ii) were the Company's other executive officers during the
fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation Awards
------------------------- -------------------------
Name and Other Securities
Principal Position Annual Underlying All Other
Compensation(3) Year Salary($) Bonus($)(1) Compensation Options(2)
- ------------------ ---- --------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Fred R. Lawson ............ 1999 $276,669 -- -- -- $10,125
President & CEO 1998 $247,006 $25,000 -- 10,000 $ 6,200
1997 $209,349 $25,000 $498,213(4) 34,375 $ 5,267
L. A. Walker, Jr. ......... 1999 $156,000 $30,600(5) $7,257(6) 1,500 $13,338
Executive Vice President 1998 $150,000 $30,856 $16,336(6) -- $14,090
1997 $115,050 $30,856 $11,427(6) -- $21,046
R. Stephen Hagood ......... 1999 $142,814 -- -- 900 $5,325
Executive Vice President 1998 $138,773 $10,000 -- 5,500 $3,000
1997 $110,619 $11,000 $105,021(4) 6,250 $2,421
C. David Allen ............ 1999 $99,765 -- -- 900 $3,712
Chief Financial Officer 1998 $93,473 $10,000 -- 5,500 $3,500
and Secretary 1997 $78,310 $10,000 -- 3,125 $2,907
</TABLE>
- -----------------
(1) Bonuses are paid by the Company's subsidiaries to certain executives as
recommended by management and approved by the subsidiaries' respective
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.
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.
(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. BankFirst has a
401(k) profit sharing plan (the "BankFirst 401(k) 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 1000 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. In January 2000, the First National Bank and Trust
Company's 401(k) Plan was merged into the BankFirst 401(k) Plan. The First
National Bank and Trust Company also has a defined benefit plan which
covers all employees over 21 years 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.
6
<PAGE>
<TABLE>
<CAPTION>
The First National Bank and Trust Company
Pension Plan Table
Years of Services
---------------------------------------------------------------------------------
Remuneration 15 20 25 30 35
------------ ------ ------ ------ ------ -------
<S> <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% 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. This defined benefit plan
was frozen as of December 31, 1999.
(4) Represents earnings on sale of stock from options exercised in 1997.
(5) Represents a performance bonus earned during the 1998 fiscal year but paid
in the 1999 fiscal year.
(6) Represents other compensation in the form of insurance and automobile.
Option Grants in Last Fiscal Year
Shown below is information regarding the stock options granted during the
Company's 1999 fiscal year. No separate stock appreciation rights ("SARs") were
granted during the Company's 1999 fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of
Securities % of Total Potential Realizable Value at
Underlying Options Granted Exercise or Assumed Annual Rates of
Options to Employees in Base Price Expiration Stock Price Appreciation for
Name Granted (#) Fiscal Year ($/Share) Date Option Term
----------- --------------- ----------- ---------- ----------------------------
5%($) 10%($)
------ -------
<S> <C> <C> <C> <C> <C> <C>
L. A. Walker, Jr. ........ 1,500 6.00% $9.00 1/11/09 $6,570 $17,006
R. Stephen Hagood ........ 900 3.60% $9.00 1/11/09 $3,942 $10,204
C. David Allen ........... 900 3.60% $9.00 1/11/09 $3,942 $10,204
</TABLE>
7
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
Shown below is information regarding (i) the exercise of options during
the Company's 1999 fiscal year by the CEO and the Company's above-named
executive officers and (ii) unexercised options at December 31, 1999. No
separate SARs were granted during the Company's 1999 fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End
------------------------------- -------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Fred R. Lawson ..................... 272,245 72,375 $977,873 $96,834
L. A. Walker, Jr. .................. 0 1,500 0 0
R. Stephen Hagood .................. 50,685 9,050 228,227 3,544
C. David Allen ..................... 5,192 7,423 7,306 2,306
</TABLE>
Employment Contracts, Termination of Employment and Change in Control Agreements
The Company does not have any employment contracts, severance agreements
or change in control agreements with any of its executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ON
COMPENSATION DECISIONS
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 President and CEO of the Company, and Mr. Walker is
the Executive Vice President of the Company.
GOVERNANCE AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The primary objective of the Governance and Compensation Committee (the
"Committee"), which is responsible for establishing the compensation for the
President and Chief Executive Officer of the Company, has been to provide strong
financial incentives for the Company's executive officers to maximize
stockholder value. Each executive officer receives a base salary, which is based
upon that individual's prior performance. A bonus is established each year for
those executive officers, based in part on the Company's performance as
exemplified by its earnings and in part on a discretionary component addressing
each officer's individual performance. The Company awarded no performance
bonuses during the 1999 fiscal year, although a bonus was paid to one executive
officer in 1999 for his performance during the 1998 fiscal year. An Incentive
Stock Option Plan is in place by which discretionary grants of options for
shares of the Company's Common Stock are made.
The factors and criteria that the Committee uses in establishing the
compensation of the Company's President and CEO 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 such factors and the Company's progress in implementing its
strategy to grow the business.
This report has been submitted by the members of the Governance and
Compensation Committee for the Company's 1999 fiscal year.
Charles Earl Ogle, Jr. C. Warren Neel
James L. Clayton L. A. Walker, Jr.
Fred R. Lawson
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the ordinary course of business, the Company, through its wholly owned
subsidiary commercial banks, engaged 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 Board of Directors, such transactions do not involve more than the normal
risk of collectibility or present any other unfavorable features.
PERFORMANCE GRAPH
The following graph compares the change in the Company's shareholder
return on the Common Stock for the period August 31, 1998, which was the first
day the Common Stock traded on Nasdaq, through December 31, 1999, with the
changes in Nasdaq and Nasdaq Bank Stocks for the same period, assuming a base
share price of $100 for the Common Stock and each index for comparative
purposes. Total return equals appreciation in stock price plus dividends paid,
and assumes that all dividends are reinvested.
TOTAL RETURN PERFORMANCE GRAPH
[The following table is also represented as a line graph in the printed
material.]
<TABLE>
<CAPTION>
Period Ending
---------------------------------------------------------------------
Index 08/27/98 09/30/98 12/31/98 03/31/99 06/30/99 09/30/99 12/31/99
- ----- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BankFirst Corporation ............. 100.00 106.91 72.96 81.63 75.51 77.55 70.41
NASDAQ - Total US* ................ 100.00 100.97 131.03 146.57 160.36 164.02 238.14
NASDAQ Bank Index* ................ 100.00 101.23 115.01 110.34 118.46 107.81 110.62
</TABLE>
Source for Performance Graph: SNL Securities, L.C.
There can be no assurance that the Company's share performance will
continue into the future with the same or similar trends depicted in the graph
above. The Company will not make or endorse any predictions as to its future
share performance.
The performance comparisons noted in the graph above shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates this graph by reference, and
shall not otherwise be deemed filed under such acts.
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SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The Board of Directors will provide for presentation of proposals by the
Company's shareholders at its annual meeting of shareholders for 2001, provided
that such proposals are submitted by eligible shareholders who have complied
with the relevant regulations of the SEC regarding shareholder proposals and the
Bylaws, a copy of which is available upon written request from the Secretary of
the Company.
Shareholder proposals intended to be submitted for presentation at the
Company's annual meeting of shareholders for 2001 must be in writing and must be
received by the Company at its executive offices on or before November 17, 2000
for inclusion in the Company's proxy statement and the form of proxy relating to
the 2001 annual meeting. The determination by the Company of whether it will
oppose inclusion of any proposal in its proxy statement and form of proxy will
be made on a case-by-case basis in accordance with its judgment, the Bylaws and
the relevant regulations of the SEC. Proposals received after November 17, 2000
will not be considered for inclusion in the Company's proxy materials for its
2001 annual meeting of shareholders.
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 2001 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 January 31, 2001. If notice is not
received by this date, the Company may exercise discretionary voting authority
as to that matter under proxies solicited for the 2001 annual meeting of
shareholders.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Crowe Chizek & Company LLP has served as independent public accountants
and auditors for the Company and its subsidiaries for the year ended December
31, 1999, and the Board of Directors has selected Crowe Chizek & Company LLP to
continue to serve in this capacity for the year ending December 31, 2000, until
and unless changed by action of the Board of Directors.
A representative of Crowe Chizek & Company LLP is expected to be present
at the Annual Meeting. This representative will have the opportunity to make a
statement if so desired and is expected to be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters other than the election
of nominees for directors to be brought before the Annual Meeting. If any other
matters requiring a vote of the Shareholders are properly brought before the
Annual Meeting or any adjournments thereof, the proxies will be voted on such
matters in accordance with the judgment of the persons named as proxies therein,
or their substitutes, present and acting at the meeting.
The Board of Directors urges each Shareholder who does not intend to be
present and to vote at the Annual Meeting to complete, date, sign and return the
accompanying proxy as soon as possible in the enclosed postage-paid return
envelope.
The Company will furnish to each beneficial owner of Common Stock entitled
to vote at the Annual Meeting, upon written request to C. David Allen, the
Company's Chief Financial Officer and Secretary, at 625 Market Street,
Knoxville, Tennessee 37902, telephone (865) 595-1100, a copy of the Company's
Annual Report on Form 10-K for the Company's fiscal year ended December 31,
1999, including the financial statements and financial statement schedules
thereto filed by the Company with the SEC.
By Order of the Board of Directors
/s/ Fred R. Lawson
--------------------------------------
Fred R. Lawson
President and Chief Executive Officer
March 17, 2000
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|X| PLEASE MARK VOTES REVOCABLE PROXY
--- AS IN THIS EXAMPLE BANKFIRST CORPORATION
Proxy for Annual Meeting of Shareholders
Monday, April 17, 2000
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 Shareholders to be held Monday, April 17, 2000, at the
Knoxville Hilton, Cherokee Ballroom, Salon A, 501 Church Street, S.W.,
Knoxville, Tennessee, at 10:00 a.m., local 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.
With- For All
For hold Except
----- ----- -----
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
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name in
the space provided provided below.
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2. In their discretion, upon any other business which may properly come
before the Annual Meeting or any adjournments
or postponements thereof.
Please be sure to sign and date this Date
Proxy in the box below.
- ------------------------------------------------- -----------------------------
_ Shareholder sign above Co-holder (if any) sign above
------ -----
^ Detach above card, sign, date, and mail in postage paid envelope provided. ^
BANKFIRST CORPORATION
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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 shareholder'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 the 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
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