<PAGE> 1
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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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
EVANS BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
March 15, 2000
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend
the 2000 Annual Meeting of Shareholders of Evans Bancorp, Inc. The annual
meeting this year will be held at Romanello's South Restaurant, 5793 South Park
Avenue, Hamburg, New York, on TUESDAY, APRIL 18, 2000 at 12:30 p.m. The formal
Notice of the Annual Meeting is set forth on the following page.
The enclosed Notice and Proxy Statement contain details concerning the
business to come before the 2000 Annual Meeting. The Board of Directors of the
Company recommends a vote "FOR" the re-election of Richard M. Craig, LaVerne G.
Hall, and Richard C. Stevenson as Directors.
TO VOTE:
The vote of each shareholder is important, regardless of whether or not
you attend the Annual Meeting. I urge you to sign, date, and return the enclosed
Proxy Card as promptly as possible. In this way, you can be sure that your
shares will be voted at the meeting. Simply remove the white Proxy Card from the
bottom of the mailing form and return it in the postage-paid envelope provided.
If you are voting "FOR" the re-election of the nominated directors, you need
only sign the Proxy Card.
VOTING IS TABULATED BY AN INDEPENDENT FIRM; THEREFORE, TO ENSURE THAT
YOUR VOTE IS RECEIVED IN A TIMELY MANNER, PLEASE MAIL THE WHITE PROXY CARD IN
THE ENVELOPE PROVIDED - DO NOT RETURN THE PROXY CARD TO THE BANK.
TO ATTEND THE ANNUAL MEETING:
A luncheon for our shareholders will follow the Annual Meeting, and a
cash bar will be available. To ensure that our reservation count will be
accurate, if you plan to attend the meeting and luncheon, please complete the
yellow postage-paid reservation card that is included with your proxy material
and return it to the Bank.
IF YOU WILL BE ATTENDING THE ANNUAL MEETING, THE YELLOW RESERVATION
POSTCARD MUST BE RETURNED TO THE BANK.
PLEASE NOTE THAT, DUE TO LIMITED SEATING, WE WILL NOT BE ABLE TO ACCOMMODATE
GUESTS OF OUR SHAREHOLDERS AT THE MEETING OR THE LUNCHEON, AND MUST LIMIT
ATTENDANCE TO SHAREHOLDERS ONLY.
Thank you for your confidence and support.
Sincerely,
Richard M. Craig
<PAGE> 3
EVANS BANCORP, INC.
14 - 16 NORTH MAIN STREET
ANGOLA, NEW YORK 14006
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2000
The Twelfth Annual Meeting of Shareholders of Evans Bancorp, Inc., a
New York corporation (the "Company"), will be held on Tuesday, April 18, 2000 at
12:30 p.m. at Romanello's South, 5793 South Park Avenue, Hamburg, New York, for
the following purpose:
(1) To elect three Directors of the Company, such
Directors to hold office for the term of three years
and until the election and qualification of their
successors;
(2) To act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February 29,
2000 as the record date for the determination of Shareholders entitled to notice
of and to vote at the Annual Meeting.
A copy of the Company's Annual Report to Shareholders is enclosed for
your reference.
Please complete and return the enclosed proxy in the accompanying
postage-paid, addressed envelope as soon as you have an opportunity to review
the attached Proxy Statement.
By Order of the Board of Directors
Robert W. Allen
Secretary
Angola, New York
March 15, 2000
<PAGE> 4
EVANS BANCORP, INC.
14 - 16 North Main Street
Angola, New York 14006
PROXY STATEMENT
Dated March 15, 2000
For the Annual Meeting of Shareholders
to be Held April 18, 2000
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Evans Bancorp,
Inc., a New York corporation (the "Company"), in connection with the
solicitation of proxies for use at the Twelfth Annual Meeting of Shareholders
(the "Annual Meeting") to be held at Romanello's South, 5793 South Park Avenue,
Hamburg, New York, on TUESDAY, APRIL 18, 2000 at 12:30 P.M. and at any
adjournments thereof. The enclosed proxy is being solicited by the Board of
Directors of the Company.
If a proxy in the accompanying form is duly executed and returned, the
shares represented thereby will be voted and, where a specification is made by
the shareholder as provided therein, will be voted in accordance with such
specification. A shareholder giving the enclosed proxy has the power to revoke
it at any time before it is exercised by giving written notice to the Company
bearing a later date than the proxy, by the execution and delivery to the
Company of a subsequently dated proxy, or by voting in person at the Annual
Meeting. Any shareholder may vote in person at the Annual Meeting, whether or
not he or she has previously given a proxy.
This Proxy Statement and the enclosed proxy are first mailed to
shareholders on or about February 29, 2000.
VOTING SECURITIES
Only holders of shares of Common Stock of record at the close of
business on February 29, 2000 will be entitled to notice of and to vote at the
meeting and at all adjournments thereof. At the close of business on February
29, 2000, the Company had outstanding 1,698,950 shares of Common Stock. For all
matters to be voted on at the Annual Meeting, holders of Common Stock have one
vote per share. A majority of such shares, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the Annual
Meeting.
Shares of Common Stock represented by the proxies in the form enclosed,
properly executed, will be voted in the manner designated, or if no instructions
are indicated, in favor of the Directors named therein and for the other
proposals. The proxy given by the enclosed proxy card may be revoked at any time
before it is voted by delivering to the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person.
<PAGE> 5
Under the Company's by-laws and the laws of the State of New York,
directors of the Company are elected by a plurality of the votes cast in the
election. Any other matters to be considered as set forth in the Notice for the
Annual Meeting are to be decided by the vote of the holders of a majority of the
votes represented by the shares present in person or represented by proxy at the
Annual Meeting.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Accordingly, abstentions and broker non-votes will not
affect the outcome of the election.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of January 31, 2000, the number
(rounded to the nearest whole share) of outstanding shares of Common Stock
beneficially owned by (i) each shareholder known by the Company to beneficially
own more than 5% of the Company's Common Stock, (ii) all directors and nominees
of the Company individually, and (iii) by all executive officers and directors
as a group:
Nature and Amount of Percent of
Name Beneficial Ownership Class
Robert W. Allen (1) 30,143 1.8%
William F. Barrett (2) 161,345 9.5%
Phillip Brothman (3) 23,544 1.4%
Richard M. Craig (4) 8,206 .5%
LaVerne G. Hall (5) 51,380 3.0%
David C. Koch (6) 26,035 1.5%
Richard C. Stevenson (7) 55,435 3.3%
David M. Taylor (8) 4,290 .3%
Thomas H. Waring, Jr. 514 0.03%
Directors and Officers as a Group 362,720 21.3%
(11 persons)
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
(1) Includes 2,793 shares owned by Mr. Allen's wife.
(2) Includes 12,850 shares owned by Mr. Barrett's wife, 30,940 shares owned
jointly by Mr. Barrett and his wife and 6,345 shares held for Mr. Barrett's
son, as to which he disclaims beneficial ownership.
(3) Includes 1,495 shares owned by Mr. Brothman's wife and 2,732 shares held by
a pension plan of which Mr. Brothman is a trustee and a participant.
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(4) Includes 5,470 shares owned jointly by Mr. Craig and his wife and 170
shares owned by Mr. Craig's daughter, as to which he disclaims beneficial
ownership.
(5) Includes 20,230 shares owned by Mr. Hall's wife.
(6) Includes 1,485 shares owned jointly by Mr. Koch and his wife, and 775
shares owned by Mr. Koch's son, as to which he disclaims beneficial
ownership.
(7) Includes 3,669 shares owned by Mr. Stevenson's wife, and also 12,635 shares
held by Mr. Stevenson as executor for the Estate of Evelyn Simonsen and
1,060 shares held in a trust for F. Evelyn Beardsley as to which he
disclaims beneficial ownership.
(8) Includes 300 shares owned jointly by Mr. Taylor and his wife.
(9) Includes 441 shares owned by Mr. James Tilley, Assistant Secretary of Evans
Bancorp, Inc., 10 shares held by Mr. Tilley in trust for his grandson, and
77 shares owned jointly by Mr. Tilley and his mother.
(10) Includes 1,000 shares owned by Mr. William Glass, Treasurer of Evans
Bancorp, Inc., held jointly with Mr. Glass's wife.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's stock, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission. Executive officers, directors and greater than ten percent
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during 1999 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with by such persons.
ELECTION OF DIRECTORS
It is intended that proxies solicited by the Board of Directors will,
unless otherwise directed, be voted to elect the three nominees for Directors
who are: Richard M. Craig, LaVerne G. Hall, and Richard C. Stevenson.
The nominees proposed for election to the Board of Directors are all
presently members of the Board.
The nominees named herein, if elected as Directors, will hold office
for three years until the Annual Meeting of Shareholders in 2003 and until their
successors are duly elected and qualified. In the event that
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<PAGE> 7
any nominee for Director becomes unavailable and a vacancy exists, it is
intended that the persons named in the proxy may vote for a substitute who will
be recommended by the remaining Directors.
INFORMATION REGARDING DIRECTORS
The following table sets forth the names, ages and positions of the
Directors of the Company.
NAME AGE POSITION TERM
NOMINEES FOR DIRECTORS: EXPIRES
Richard M. Craig 62 Chairman of Board, 2000
President, CEO, Director
LaVerne G. Hall 62 Director 2000
Richard C. Stevenson 91 Director 2000
DIRECTORS:
Robert W. Allen 74 Secretary, Director 2002
William F. Barrett 58 Director 2002
Phillip Brothman 61 Director 2001
David C. Koch 64 Director 2002
David M. Taylor 49 Director 2001
Thomas H. Waring, Jr. 42 Director 2001
Each Director is elected to hold office for a three year term and until
his successor is elected and qualified.
Mr. Allen has been a Director since 1960. He was the Executive Vice
President of the Bank until his retirement in 1988.
Mr. Barrett has been a Director since 1971. He is currently self
employed as a property and investment manager and the former President of Carl
E. Barrett, Ltd., an insurance agency.
Mr. Brothman has been a Director since 1976 and is a partner in the law
firm of Hurst, Brothman & Yusick.
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<PAGE> 8
Mr. Craig joined Evans National Bank (the "Bank") in 1987 and has
served as President and Director since 1988. In 1989 he was appointed Chief
Executive Officer, and was, in January 1999, also elected Chairman of the Board.
Previously, he was the Administrative Vice President of M&T Bank.
Mr. Hall has been a Director since 1981. He is the former Chairman of
the Board of L.G. Hall Building Contractors, Inc.
Mr. Koch has been a Director since 1979 and is Chairman and Chief
Executive Officer of New Era Cap Co., Inc.
Mr. Stevenson has been a Director since 1958 and is President of
Stevenson Realtors and Chairman of the Board of Evans Land Corp.
Mr. Taylor has been a Director since 1986 and is President of Concord
Nurseries, Inc.
Mr. Waring has been a Director since 1998. He is the principal of
Waring Financial Group, an insurance and financial services firm.
The committees of the Board of Directors, which are nominated by the Chairman of
the Board and approved by the Board of Directors, are as follows:
Loan Committee:
William F. Barrett, Chairman Robert W. Allen Richard M. Craig
David C. Koch Thomas H. Waring, Jr.
The Loan Committee met ten times during 1999. Its purpose is to review
and approve loans exceeding $300,000 or loans that are non-conventional.
Investment Committee:
Richard M. Craig, Chairman Robert W. Allen David M. Taylor
The Investment Committee met once in 1999. The Investment Committee
meets a minimum of once a year to review the liquidity of the investment
portfolio and discuss investment strategies.
Planning Committee:
LaVerne G. Hall, Chairman William F. Barrett Richard M. Craig
David C. Koch Thomas H. Waring, Jr.
The Planning Committee met once in 1999. The Planning Committee is
responsible for reviewing the strategic plan of the Bank and actions taken to
obtain those objectives.
Loan Review Committee:
Phillip Brothman, Chairman Richard M. Craig LaVerne G. Hall
David M. Taylor
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<PAGE> 9
The Loan Review Committee met four times during 1999. Its purpose is to
insure the Bank's provision and reserve for credit losses are adequate. The Loan
Review Committee meets quarterly with the Bank's Loan Review Officer, who
independently conducts the loan review. As a result of her recommendations,
loans are graded based upon payment history, credit strength of borrower and
other factors. This information is then aggregated to determine the overall
adequacy of the credit loss reserve.
Audit Committee:
Phillip Brothman, Chairman Richard M. Craig David C. Koch
David M. Taylor
The Audit Committee met four times in 1999. The members of the Audit
Committee receive from the internal auditor a quarterly report which describes
findings for the prior quarter. The function of the Audit Committee is to insure
that the Bank's activities are being conducted in accordance with law, banking
rules and regulations, other regulatory and supervisory authorities, and the
Bank's internal policies. In addition, the Audit Committee recommends to the
Board of Directors the services of a reputable certified public accounting firm.
The Committee receives and reviews the reports of the certified public
accounting firm and presents them to the Board of Directors with comments and
recommendations.
Insurance Committee:
William F. Barrett, Chairman Robert W. Allen Richard M. Craig
Richard C. Stevenson
It was deemed unnecessary for the Insurance Committee to meet in 1999.
Based on an earlier committee decision, all policy maturity dates were changed
to renew in the month of June, and it was determined that it would be more
appropriate to meet during the year 2000 to coincide with new maturity dates.
This committee reviews the coverage of insurance policies of the Bank and
monitors costs.
Human Resource Committee:
LaVerne G. Hall, Chairman William F. Barrett Phillip Brothman
Richard M. Craig David C. Koch Richard C. Stevenson
Thomas H. Waring, Jr.
The Human Resource Committee met twice during 1999. Its purpose is to
review management's recommendation as it relates to job classification, salary
ranges and annual merit increases. The committee also reviews fringe benefits.
The Human Resource Committee also establishes the compensation of the Executive
Officers of the Company. See "Human Resource Committee Report on Executive
Compensation".
The Board of Directors of the Company met twelve times during 1999.
Each incumbent director of the Company attended at least 75% of the aggregate of
all the meetings of the Board of Directors and the Committees of which they were
members.
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COMPENSATION OF DIRECTORS
For the year 1999, members of the Board of Directors were compensated
at the rate of $800 per meeting, with the Secretary receiving $850 per meeting.
Total directors' fees during 1999 amounted to $139,026 (including committee fees
and $35,376 of deferred compensation).
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for service in all capacities to the Company for the years 1999,
1998 and 1997 of the Chief Executive Officer, the Senior Vice President of
Administration, and the Senior Vice President of the Loan Division. No other
executive officer earned in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
======================================= =====================================================
AWARDS PAYOUTS
NAME OF AND STOCK LONG-TERM
PRINCIPAL OPTION INCENTIVE ALL OTHER
POSITION YEAR SALARY BONUS OTHER(1) (SHARES) PAYOUTS COMPENSATION
<S> <C> <C> <C> <C> <C> <C> <C>
Richard M. Craig 1999 $169,769 $15,000 $3,395 -0- -0- -0-
President & CEO 1998 $160,308 $20,000 $3,206 -0- -0- -0-
1997 $151,308 $14,013 $3,026 -0- -0- -0-
James Tilley 1999 $115,820 $10,500 $2,316 -0- -0- -0-
Senior Vice 1998 $109,335 $14,000 $2,187 -0- -0- -0-
President 1997 $103,059 $ 9,991 $2,061 -0- -0- -0-
William R. Glass 1999 $109,614 $10,500 $2,192 -0- -0- -0-
Senior Vice 1998 $102,945 $14,000 $2,059 -0- -0- -0-
President 1997 $ 96,630 $ 9,868 $1,933 -0- -0- -0-
</TABLE>
(1) Includes the Bank's contribution to the Employee Savings Plan made for the
benefit of Mr. Craig of $3,395 in 1999, $3,206 in 1998, and $3,026 in 1997;
for the benefit of Mr. Tilley of $2,316 in 1999, $2,187 in 1998, and $2,061
in 1997; and for the benefit of Mr. Glass of $2,192 in 1999, $2,059 in
1998, and $1,933 in 1997. See "Employee Savings Plan". Does not include
personal benefits which did not exceed 10% of Mr. Craig's, Mr. Tilley's, or
Mr. Glass' salary and bonus in any year.
Employment Agreements
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Mr. Richard Craig, Mr. James Tilley, and Mr. William Glass have each
entered into an Employment Agreement with the Bank which runs through December
31, 2002. Each Employment Agreement provides that salary will be set annually by
the Board of Directors. If the Bank terminates the Employment Agreement without
cause, the Bank is obligated to continue to pay base salary for the longer of
three months or the remainder of the term of the Employment Agreement.
Pension Plan
The Bank maintains a defined benefit pension plan for all eligible
employees. An employee becomes vested in a pension benefit after five years of
service. Upon retirement at age 65, vested participants are entitled to receive
a monthly benefit. Prior to a May 1, 1994 amendment to the plan, the monthly
benefit under the pension plan was 3% of average monthly compensation multiplied
by years of service up to a maximum of fifteen years of service. In 1994, the
pension plan was amended to change the benefit to 1% of average monthly
compensation multiplied by years of service up to a maximum of thirty years of
service. However, the benefits already accrued by employees prior to this
amendment were not reduced by the amendment. Mr. Craig, Mr. Tilley, and Mr.
Glass are participants in the pension plan, and as of December 31, 1999, Mr.
Craig had eleven years of credited service and his average monthly compensation
under the plan was $14,052 ; Mr. Tilley had ten years of credited service and
his average monthly compensation under the plan was $9,491; and Mr. Glass had
six years of credited service and his average monthly compensation under the
plan was $8,977.
Supplemental Executive Retirement Plans
In 1995, the Bank entered into non-qualified Supplemental Executive
Retirement Plans ("SERP's") with both Mr. Craig and Mr. Tilley to provide
retirement benefits to supplement their benefits under the Bank's pension plan
and replace the benefits reduced by the 1994 amendment to the Pension Plan. See
"Pension Plan". In 1998, Mr. Craig's SERP was amended and the benefits
increased. In 1999, the Bank amended Mr. Tilley's agreement, and also entered
into an agreement with Mr. Glass. Under the SERP's, as amended, Mr. Craig, Mr.
Tilley, and Mr. Glass are entitled to additional annual pension payments of
$92,766, $66,943, and $30,000, respectively, for 20 years after retirement at
age 65, unless their employment is terminated earlier. The SERP's also provide
death benefits in the same annual amounts in the event the executive dies prior
to age 65, which are payable over 10 years. The Bank has purchased a life
insurance policy on both Mr. Craig and Mr. Tilley to assist in funding its
obligations under the SERP's.
Employee Savings Plan
The Bank also maintains a 401(k) salary deferral plan to assist
employees in saving for retirement.
All employees are eligible to participate on the first of the month
following one year of service, provided they have completed 1,000 hours of
service. Eligible employees can contribute up to a maximum of 15% of their base
pay. An automatic 1% of base pay contribution is made by the Bank and in
addition, the Bank makes a matching contribution at a rate of 25% of the first
4% contributed by a participant. Participants are always 100% vested in their
own contributions and the Bank's matching contribution is also 100% vested.
Individual account earnings will depend on the performance of the
investment funds in which the participant invests. Specific guidelines govern
adjustments to contribution levels, investment decisions and withdrawals from
the plan. The benefit is paid as an annuity unless the employee elects one of
the optional
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forms of payment available under the plan. See "Summary Compensation Table" for
a summary of the amounts contributed by the Bank to this Plan for the benefit of
Mr. Craig, Mr. Tilley, and Mr. Glass.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Human Resource Committee of the Board of Directors serves as the
Compensation Committee of the Company. The members of the Human Resource
Committee are: Phillip Brothman, LaVerne G. Hall, William F. Barrett, Richard M.
Craig, David C. Koch, Richard C. Stevenson, and Thomas H. Waring, Jr . Mr. Craig
is the Chairman of the Board, President, and CEO of the Company and the Bank.
Mr. Phillip Brothman is a partner of the law firm of Hurst, Brothman & Yusick
which served as general counsel to the Company and received legal fees, and Mr.
Waring is the owner of Waring Financial Group which receives commissions on
certain life insurance premiums paid by the Company. See "Certain Transactions."
There are no Compensation Committee Interlocks required to be disclosed
in this Proxy Statement.
HUMAN RESOURCE COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Human Resource Committee has the responsibility of reviewing the
overall compensation policies for the employees of the Bank and also establishes
the compensation of Mr. Craig, Mr. Tilley, and Mr. Glass, the Named Executives
of the Company.
The Bank uses a base salary/hourly rate and a bonus program to
compensate its employees, including the Named Executives.
The Bank uses a system of salary grades and corresponding salary ranges
to set base salary/hourly rates. Positions are assigned a salary grade on the
basis of job descriptions and comparisons to benchmark positions in the
industry. Annually the Bank participates in a number of salary surveys provided
by or endorsed by various bank trade association groups. The surveys summarize
compensation information on a national, regional and local basis, with data
furnished based upon bank asset size and geographic region. In January of each
year, management presents recommendations to the Human Resource Committee to
adjust the salary ranges based upon this information and also recommended salary
adjustments for the employees. Compensation recommendations are determined based
upon individual job performance, experience and position within the salary
range. Mr. Craig, as the Chief Executive Officer, makes recommendations for the
Compensation levels of the Senior Vice-Presidents, including Mr. Tilley and Mr.
Glass. The Human Resource Committee (excluding Mr. Craig) develops
recommendations for Mr. Craig's salary based upon the same approach.
Also, in January of each year, the Human Resource Committee establishes
a bonus pool for the Bank's employees based upon the financial performance of
the Bank for the previous year, including such factors as the operating results
compared to the operating budget, net income, the return on average assets, the
return on average equity and the earnings per share, growth in loans and growth
in deposits. The Human Resource
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Committee (excluding Mr. Craig) then determines what amount of the bonus pool
will be paid to each of Mr. Craig and the Senior Vice Presidents, including Mr.
Tilley and Mr. Glass, based upon their evaluation of each person's performance
and contributions to the financial results of the Bank for the prior year.
Management then allocates the remainder of the bonus pool among other employees
of the Bank based upon management's evaluation of individual job performance and
contributions to the Bank.
Human Resource Committee:
LaVerne G. Hall , Chairman David C. Koch
William F. Barrett Richard C. Stevenson
Phillip Brothman Thomas H. Waring, Jr.
Richard M. Craig
The report of the Human Resource Committee and the Performance Graph
shall not be deemed to be incorporated by reference as a result of any general
incorporation by reference of this proxy statement or any part thereof in the
Company's Annual Report on Form 10-K.
CERTAIN TRANSACTIONS
The Bank has had, and in the future, expects to have banking and
fiduciary transactions with Directors and Executive Officers of the Company and
some of their affiliates. All such transactions have been in the ordinary course
of business and on substantially the same terms (including interest rates on
loans) as those prevailing at the time for comparable transactions with others.
Mr. Phillip Brothman is a partner of the law firm of Hurst, Brothman &
Yusick which served as general counsel to the Company and received legal fees.
In 1999, the Company paid approximately $242,901 in life insurance
premiums to Massachusetts Mutual. Waring Financial Group, which is owned by
Thomas H. Waring, Jr., received commissions on such premium payments.
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
stockholder return on its Common Stock for a five-year period (December 31, 1994
to December 31, 1999) with the cumulative total return of the Standard & Poor's
500 ("S & P 500") stock index and Standard & Poors Banks (Major Regional)- 500
Stock Index ("Banks (Major Regional)-500"). As the Company's stock is not traded
on a public market, the price information is based upon stock prices in private
transactions as disclosed to the Company for the periods indicated. The
comparison for each of the periods assumes that $100 was invested on December
31, 1994 in each of the Company's common stock, the stocks included in the Banks
(Major Regional-500) Index, and the stocks included in the S & P 500 Index and
that all dividends were reinvested.
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COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG EVANS BANCORP, INC.,
S&P INDEX AND S&P GROUP INDEX
[GRAPH]
1994 1995 1996 1997 1998 1999
EVANS BANCORP, INC. 100.00 164.29 215.46 304.19 363.35 383.39
S&P GROUP INDEX 100.00 157.47 215.16 323.53 357.46 306.71
S&P 500 INDEX 100.00 137.58 169.17 225.61 290.09 351.13
ASSUMES $100 INVESTED ON JAN.01, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1999
OTHER MATTERS
The cost of solicitation of proxies will be borne by the Company.
Solicitation other than by mail may be made by directors, officers or by regular
employees of the Company, who will receive no additional compensation therefor,
by personal or telephone solicitation, the cost of which is expected to be
nominal.
Deloitte & Touche, LLP were the auditors for the Company for the year
ended December 31, 1999. Representatives of that firm will be present at the
annual meeting to respond to appropriate questions that may be raised and they
will have the opportunity to make a statement, if they so desire.
It is not contemplated or expected that any business other than that
pertaining to the subjects referred to in this Proxy Statement will be brought
up for action at the meeting. At the time this Proxy Statement went to press,
the Board of Directors did not know of any other matter which may properly be
presented for action at the meeting.
11
<PAGE> 15
DEADLINE FOR SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Thirteenth
Annual Meeting of Shareholders must be received by the Secretary, Evans Bancorp,
Inc. 14 - 16 North Main Street, Angola, New York, 14006, no later than November
16, 2000. If a shareholder intends to present a proposal at the 2001 Annual
Meeting, but has not sought the inclusion of such proposal in the Company's
proxy materials, such proposal must be received by the Company prior to January
30, 2001, or the Company's management proxies for the 2001 Annual Meeting will
be entitled to use their discretionary voting authority to vote on such
proposal, without any discussion of the matter in the company's proxy materials.
In accordance with the Company's By-Laws, shareholder nominations for directors
to be elected at an annual meeting of shareholders must be submitted to the
Secretary of the Company in writing not less than 14 days nor more than 50 days
immediately preceding the date of the annual meeting. If less than 21 days
notice of the annual meeting is given to shareholders, nominations shall be
mailed or delivered to the Secretary of the Company not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following information to the extent
known by the notifying shareholder: (a) name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of common stock of the Company that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of Common Stock of the Company owned
by the notifying shareholder. Under the current bylaws of the Company, in order
to be eligible to be nominated as a new director of the Company, the proposed
nominee must hold at least $10,000 aggregate market value of stock of the
Company and be less than 70 years of age. Nominations not made in accordance
with the bylaws of the Company may, in his/her discretion, be disregarded by the
presiding officer of the meeting, and upon his/her instruction, the vote tellers
may disregard all votes cast for each such nominee. In the event that the same
person is nominated by more than one shareholder, the nomination shall be
honored, and all shares of Common Stock of the Company shall be counted if at
least one nomination for that person complies with the provisions of the bylaws
of the Company.
By Order of the Board of Directors,
EVANS BANCORP, INC.
Robert W. Allen
Secretary
Angola, New York
March 15, 2000
12
<PAGE> 16
[LOGO - EVANS NATIONAL BANK]
COMMUNITY BANKING SINCE 1920
ANGOLA
DERBY
EVANS
FORETVILLE
HAMBURG
NORTH BOSTON
WEST SENECA
PROXY FOR THE TWELFTH ANNUAL MEETING OF SHAREHOLDERS
EVANS BANCORP, INC.
14 - 16 NORTH MAIN STREET
ANGOLA, NEW YORK 14006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Phillip Brothman and Robert W. Allen as Proxies,
each with the power to appoint his substitute, and hereby authorizes either of
them to represent and to vote, as designated below, all the shares of Common
Stock of Evans Bancorp, Inc. held of record by either of the undersigned on
February 29, 2000, at the Twelfth Annual Meeting of Shareholders to be held on
April 18, 2000, or any adjournments thereof.
PROPOSAL 1. ELECTION OF DIRECTORS
<TABLE>
<S> <C> <C>
[ ] FOR all three nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except for any nominee whose name three nominees.
has been written in the space
provided).
Richard M. Craig LaVerne G. Hall Richard C. Stevenson
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
(continued and to be dated and signed on the other side)
<PAGE> 17
[LOGO-EVANS BANCORP INC.]
c/o CORPORATE TRUST SERVICES
MAIL DROP 10AT66--4129
38 FOUNTAIN SQUARE PLAZA
CINCINNATI, OH 45263
FOLD AND DETACH HERE
................................................................................
In his discretion, upon such other matters as may properly come before the
meeting or any adjournment.
This proxy when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.
DATED , 2000
---------------
-----------------------------------------
(Signature of Stockholder)
-----------------------------------------
(Signature of Stockholder)
Please sign exactly as name appears
on the stock certificate. When
shares are held by joint tenants both are
required to 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 for and by its
President or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
