<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
SKY FINANCIAL GROUP, 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:
Sky Financial Group Inc.
- --------------------------------------------------------------------------------
(4) Date Filed:
February 11, 2000
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<PAGE> 2
[SKY FINANCIAL GROUP LOGO]
221 South Church Street
Bowling Green, Ohio 43402
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 6, 2000
To the Shareholders of Sky Financial Group, Inc.:
The Annual Meeting of Shareholders of Sky Financial Group, Inc. (the "Company")
will be held at The Forum Conference Center, One Cleveland Center, 1375 East 9th
Street, Cleveland, Ohio 44114, on April 19, 2000 at 9:00 a.m. (local time) for
the purpose of considering and voting upon the following matters:
1. The election of ten Class II Directors to serve until the Annual Meeting
of Shareholders in 2003;
2. To consider and vote upon the approval and adoption of amendments to the
Company's Code of Regulations, as more fully described in the
accompanying Proxy Statement, including: (i) the elimination of certain
provisions adopted in the Company's 1998 merger-of-equals to assure
equality in the Board of Directors, Board Executive Committee and
Management Executive Committee; (ii) permitting directors of the Company
to be removed with or without cause by the affirmative vote of seventy
percent of the members of the Board of Directors; and (iii) the
amendment of various other provisions relating to the powers of the
Board Executive Committee, officer titles and other technical or
correcting provisions; and
3. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on February 21, 2000, are
entitled to notice of and to vote at the Annual Meeting of Shareholders. The
Proxy Statement and Annual Report of the Company, including financial statements
for the year ended December 31, 1999, have been mailed to all shareholders with
this Notice of Annual Meeting.
By Order of the Board of Directors
/S/W. GRANGER SOUDER, JR.
W. GRANGER SOUDER, JR.
Secretary
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.
<PAGE> 3
Sky Financial Group, Inc.
221 South Church Street
Bowling Green, Ohio 43402
PROXY STATEMENT
GENERAL INFORMATION
The Board of Directors of Sky Financial Group, Inc. (the "Company") is
soliciting proxies to be voted at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on April 19, 2000, and any adjournments thereof.
The Company is a financial services holding company headquartered in
Bowling Green, Ohio. The mailing address of the principal executive offices of
the Company is 221 S. Church Street, Bowling Green, Ohio 43402, and its
telephone number is (419) 327-6300. The Company currently operates four bank
subsidiaries: Sky Bank, Salineville, Ohio ("Sky Bank"), Mid Am Bank, Toledo,
Ohio ("Mid Am"), The Ohio Bank, Findlay, Ohio ("Ohio Bank") and Mahoning
National Bank of Youngstown, Youngstown, Ohio ("Mahoning Bank").
Each of the 77,794,742 shares of common stock of the Company, without par
value ("Common Stock") outstanding on February 21, 2000 will be entitled to one
vote on matters acted upon at the Annual Meeting, either in person or by proxy.
The shares represented by all properly executed proxies sent to the Company or
its designee will be voted as designated, and in the absence of instructions
will be voted in the manner recommended by the Board of Directors of the
Company. Any shareholder executing a proxy has the right to revoke it prior to
its exercise, by written notice delivered to the Secretary of the Company, by
subsequently dated proxy, or by voting in person at the Annual Meeting any time
prior to its exercise.
All costs associated with the solicitation of proxies will be paid for by
the Company. Proxies will be solicited primarily by mail, but certain officers
and employees of the Company or its subsidiaries may personally solicit proxies
without additional compensation. Banks, brokers and other record holders will be
asked to send proxies and proxy materials to the beneficial owners of Common
Stock to obtain necessary voting instructions, and the Company will reimburse
them for their reasonable expenses.
The proxy materials are first being mailed to shareholders on or about
March 6, 2000.
PROPOSAL 1:
ELECTION OF DIRECTORS
Under the Code of Regulations of the Company, the Board of Directors is
divided into three classes, designated as Class I, Class II and Class III. Each
class consists of approximately one-third of the total number of directors, as
fixed from time to time by the Board of Directors. Directors serve staggered
three-year terms so that directors of only one class are elected at each annual
meeting of shareholders. As of the date of this Proxy Statement, no vacancies
exist on the Company's Board of Directors.
At the Annual Meeting, shareholders will be asked to elect as Class II
Directors the ten persons listed below, all of whom are presently serving as
Class II Directors of the Company. If any of the Company's nominees are unable
to serve, which is not now contemplated, the proxies will be voted for such
substitute nominee(s) as the Board of Directors recommends or the number of
directors constituting the full Board of Directors may be reduced. In accordance
with the Company's Code of Regulations and Ohio law, if a quorum is present at
the Annual Meeting, the nominees for director who receive the greatest number of
votes cast by the shares present in person or by proxy and entitled to vote at
the Annual Meeting will be elected to serve as Class II Directors. Proxies will
be voted in
<PAGE> 4
favor of the nominees named below or any substitutes unless otherwise instructed
by the shareholder. Abstentions and shares not voted by brokers and other
entities holding shares on behalf of beneficial owners will not affect the
election of directors, because such shares are not considered present for voting
purposes.
INFORMATION AS TO NOMINEES
The following information is provided with respect to each Class II
Director, all of whom are nominees for re-election at the Annual Meeting.
CLASS II DIRECTORS -- TERM EXPIRES 2003
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Name, Age and Certain Biographical Information Period of Service as a Director
<S> <C>
- -----------------------------------------------------------------------------------------------
David A. Bryan, 52.......................................... Director since 1998;
Partner in the law firm of Wasserman, Bryan, Landry & Honold Director of subsidiary or
predecessor since 1991
Keith D. Burgett, 57........................................ Director since 1998;
Veterinarian and owner, Carrollton Animal Hospital; Owner, Director of subsidiary or
Burgett Angus Farm predecessor since 1988
George N. Chandler, II, 62.................................. Director since 1998;
Vice President, Reduced Iron, Cleveland-Cliffs, Inc., a Director of subsidiary or
producer of iron ore pellets and iron ore; Mr. Chandler is predecessor since 1997
the brother-in-law of Richard Hollington, Jr., a Class III
Director of the Company
Robert C. Duvall, 57........................................ Director since 1999;
Retired; formerly Vice President/Finance and Director of Director of subsidiary or
Wampum Hardware Co., an explosives distributor; formerly predecessor since 1995
Director of Nobel Insurance LTD
Del E. Goedeker, 60......................................... Director since 1998;
Retired; formerly Vice President/Corporate Development, Director of subsidiary or
Tuscarora, Inc., a manufacturer of plastic shipping predecessor since 1982
containers and materials; formerly Vice President and CFO of
Americas for the Vesuvius Corporation, a manufacturer of
ceramic tableware
H. Lee Kinney, 60........................................... Director since 1998;
Officer, Sky Bank; Partner in H. M. & L. Realty, a real Director of subsidiary or
estate holding company; formerly Chairman and CEO of predecessor since 1979
UniBank, which was acquired by Citizens in March, 1998
Thomas S. Noneman, 59....................................... Director since 1998;
President and CEO, Tomco Plastic, Inc., a custom plastic Director of subsidiary or
injection molding manufacturer predecessor since 1988
Gregory L. Ridler, 53....................................... Director since 1999;
President & CEO, Mahoning National Bank of Youngstown Director of subsidiary or
predecessor since 1988
Emerson J. Ross, Jr., 57.................................... Director since 1998;
Manager of Corporate Community Relations, Owens Corning, a Director of subsidiary or
manufacturer of building materials and composite products predecessor since 1988
Douglas J. Shierson, 58..................................... Director since 1998;
Retired; Private Investor Director of subsidiary or
predecessor since 1995
- -----------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
INFORMATION AS TO DIRECTORS WHOSE TERM OF OFFICE CONTINUES
The following information is provided with respect to incumbent Class I and
Class III Directors who are not nominees for election at the Annual Meeting.
CLASS I DIRECTORS -- TERM EXPIRES 2002
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Name, Age and Certain Biographical Information Period of Service as a Director
<S> <C>
- -----------------------------------------------------------------------------------------------
Gerald D. Aller, 62......................................... Director since 1998;
President, Aller's Pharmacy, Inc., a retail pharmacy Director of subsidiary or
predecessor since 1988
Charles I. Homan, 56........................................ Director since 1999;
Executive Vice President and Regional Director, Post, Director of subsidiary or
Buckley, Schuh & Jernigan, Inc., an engineering and predecessor since 1994
construction management services company; formerly President
and CEO of Michael Baker Corporation, a construction and
operations services company
Jonathan Levy, 39........................................... Director since 1999;
Partner, Redstone Investments, a real estate development, Director of subsidiary or
acquisition and management firm; President, Redstone predecessor since 1996
Construction, Inc., and affiliated company
Kenneth E. McConnell, 63.................................... Director since 1998;
Owner/Operator, McConnell's Farm Market, a wholesale and Director of subsidiary or
retail meat processing company predecessor since 1973
Thomas J. O'Shane, 52....................................... Director since 1999;
Senior Executive Vice President, Sky Financial Group, Inc.; Director of subsidiary or
formerly CEO of First Western Bancorp, Inc. predecessor since 1988
Edward J. Reiter, 60........................................ Director since 1998;
Senior Chairman, Sky Financial Group, Inc.; formerly Director of subsidiary or
Chairman and CEO, Mid Am predecessor since 1988
Patrick W. Rooney, 64....................................... Director since 1998;
Chairman and CEO, Cooper Tire & Rubber Company, a Director of subsidiary or
manufacturer of engineered rubber products supplied to the predecessor since 1991
automotive industry; Mr. Rooney is also a director of Cooper
Tire & Rubber Company, Alltrista Corporation and Huffy
Corporation
C. Gregory Spangler, 59..................................... Director since 1998;
Chairman and CEO, Spangler Candy Company, a manufacturer of Director of subsidiary or
candy products predecessor since 1993
Robert E. Stearns, 60....................................... Director since 1998;
Dentist, Drs. Stearns-Zouhary-Fisher, DDS, Inc. Director of subsidiary or
predecessor since 1988
- -----------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 6
CLASS III DIRECTORS -- TERM EXPIRES 2001
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Name, Age and Certain Biographical Information Period of Service as a Director
<S> <C>
- -----------------------------------------------------------------------------------------------
Marty E. Adams, 47.......................................... Director since 1998;
President and CEO, Sky Financial Group, Inc.; formerly Vice Director of subsidiary or
Chairman of the Board, President and CEO of Citizens and Sky predecessor since 1984
Bank, a subsidiary of the Company
D. James Hilliker, 52....................................... Director since 1998;
Vice President/Owner, Better Food Systems, Inc., a company Director of subsidiary or
which owns and operates Wendy's restaurant franchises predecessor since 1995
Richard R. Hollington, Jr., 67.............................. Director since 1998;
Senior Partner in the law firm of Baker & Hostetler, LLP. Director of subsidiary or
Mr. Hollington is the brother-in-law of George N. Chandler, predecessor since 1958
II, a Class II Director of the Company
Fred H. Johnson, III, 38.................................... Director since 1998;
President and CEO, Summitcrest, Inc., a company which Director of subsidiary or
operates Angus cattle farms predecessor since 1987
Marilyn O. McAlear, 64...................................... Director since 1998;
Chief Financial Officer, Service Spring Corp., a Director of subsidiary or
manufacturer of spring products predecessor since 1988
James C. McBane, 60......................................... Director since 1998;
Agent and Principal, McBane Insurance Agency, Inc. Director of subsidiary or
predecessor since 1964
Gerard P. Mastroianni, 44................................... Director since 1998;
President, Buckeye Village Market, Inc., a grocery store Director of subsidiary or
chain; President, Alliance Venture, a real estate holding predecessor since 1996
Company.
Robert E. Spitler, 50....................................... Director since 1999;
Attorney, Spitler, Vogtsberger & Huffman, LLP Director of subsidiary or
predecessor since 1987
Joseph N. Tosh, II, 58...................................... Director since 1998;
Officer, Sky Bank, a subsidiary of the Company; formerly Director of subsidiary or
President and CEO, Century Financial Corporation and Century predecessor since 1986
National Bank & Trust Company, which were acquired by
Citizens
- -----------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 7
BOARD OF DIRECTORS
MEETINGS, COMMITTEES, FUNCTIONS, AND COMPENSATION
The Board of Directors of the Company held five regular and four special
meetings in 1999. Each director attended at least 75% of the total meetings of
the Board of Directors and its committees held in 1999. To assist in carrying
out its responsibilities, the Board of Directors has established five standing
committees which are described below.
EXECUTIVE COMMITTEE
The members of the Executive Committee of the Board of Directors are Marty
E. Adams, Keith D. Burgett, Richard R. Hollington, Jr., Thomas S. Noneman,
Thomas J. O'Shane, Edward J. Reiter, C. Gregory Spangler, Joseph N. Tosh, II and
James C. McBane, who serves as Chairperson. The Executive Committee met seven
times in 1999. The Executive Committee exercises all powers of the Board of
Directors in the management of the business and affairs of the Company while the
Board of Directors is not in session, subject to certain limitations.
AUDIT COMMITTEE
The members of the Audit Committee of the Board of Directors are David A.
Bryan, George N. Chandler, II, Kenneth E. McConnell, Emerson J. Ross, Jr.,
Robert E. Spitler and Fred H. Johnson, III, who serves as Chairperson. The Audit
Committee met six times in 1999. Included among the functions of the Audit
Committee are (i) the appointment of the Company's independent auditors; (ii)
review of the external audit plan and the results of the auditing engagement;
(iii) review of the internal audit plan and results of the internal audits; and
(iv) review of the adequacy of the Company's system of internal audit controls.
RISK MANAGEMENT COMMITTEE
The members of the Risk Management Committee of the Board of Directors are
Gerald D. Aller, Charles I. Homan, H. Lee Kinney, Jonathan Levy, Gregory L.
Ridler, Robert E. Stearns and Douglas J. Shierson, who serves as Chairperson.
The Risk Management Committee met five times in 1999. The Risk Management
Committee is responsible for reviewing the adequacy of systems and procedures
controlling risk throughout the Company and its subsidiaries, including credit
risk, interest rate/ liquidity risk, legal/compliance risk, strategic/reputation
risk and transaction risk.
GOVERNANCE COMMITTEE
The members of the Governance Committee of the Board of Directors are
Emerson J. Ross, Jr., Patrick W. Rooney and Robert C. Duvall, who serves as
Chairperson. The Governance Committee met one time in 1999. The Governance
Committee is responsible for making independent recommendations to the Board of
Directors as to best practices for Board governance, evaluation of Board
performance, and further serves as the Company's nominating committee, selecting
individuals for election to the Board of Directors and considering incumbent
directors for nomination for re-election. The Governance Committee will consider
shareholder nominations for directors in accordance with the Code of
Regulations.
COMPENSATION COMMITTEE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Robert C. Duvall, Del E. Goedeker, Gerard P. Mastroianni, Marilyn O. McAlear,
Patrick W. Rooney and D. James Hilliker, who serves as Chairperson. The
Compensation Committee met four times in 1999.
5
<PAGE> 8
Members of the Compensation Committee, or their associates, were customers
of or had transactions with the Company or the Company's banking or other
subsidiaries in the ordinary course of business during 1999, and additional
transactions may be expected to take place in the future. All outstanding loans
to directors and their associates, and purchases and placements of investment
securities and other financial instruments included in such transactions, were
made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral where applicable, as those prevailing at
the time for comparable transactions with other persons, and did not involve
more than normal risk of collectibility or present other unfavorable features.
COMMITTEE RESPONSIBILITIES
The Compensation Committee is responsible for the oversight and
administration of the compensation and benefit plans of the Company and its
subsidiaries. The Compensation Committee oversees (i) the Company's compensation
strategy, policies and programs; (ii) the compensation levels of directors and
executive management; (iii) management development and succession planning; and
(iv) administration of the Company's employee benefit plans.
COMPENSATION OF DIRECTORS
Each director of the Company receives an annual cash retainer of $12,000;
in addition, non-employee directors receive a fee of $1,000 for each Board of
Directors meeting attended and a fee of $500 for each committee meeting
attended. Committee chairpersons receive an additional fee of $250 for each
committee meeting attended. Each non-employee director received a grant of an
option to purchase 1,500 shares of the Company's Common Stock pursuant to the
Amended and Restated 1998 Stock Option Plan for Non-Employee Directors.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
Generally, under the rules of the Securities and Exchange Commission, a
person is deemed to be the beneficial owner of a security with respect to which
such person, through any contract, arrangement, understanding, relationship or
otherwise, has or shares voting power (which includes power to vote, or direct
the voting of, such security) or investment power (which includes power to
dispose of, or direct the disposition of, such security). In addition, a person
is deemed to be the beneficial owner of a security if he or she has the right to
acquire such voting or investment power over the security within sixty days, for
example, through the exercise of a stock option.
The following table shows the beneficial ownership of the Company's Common
Stock as of December 31, 1999 by (i) each person who is the beneficial owner of
more than five percent of the outstanding shares of the Company's Common Stock;
(ii) each director of the Company; (iii) each
6
<PAGE> 9
executive officer named in the Summary Compensation Table on page 9; and (iv)
all directors and executive officers as a group.
<TABLE>
- ------------------------------------------------------------------------------------------------------
Amount and Nature of
Beneficial Ownership as
of December 31, 1999 Percent of Class
Name (1), (2) (if 1% or Greater)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sky Financial Group, Inc............................. 1,694,839(3) 2.18%
Marty E. Adams....................................... 182,702
Gerald D. Aller...................................... 100,410
David A. Bryan....................................... 29,816
Keith D. Burgett..................................... 46,218
George N. Chandler................................... 668,923(4)
Robert C. Duvall..................................... 77,182
David R. Francisco................................... 235,866
Del E. Goedeker...................................... 60,123
D. James Hilliker.................................... 90,775
Richard R. Hollington, Jr............................ 549,720(5)
Charles I. Homan..................................... 15,175
Fred H. Johnson, III................................. 162,414
H. Lee Kinney........................................ 43,504
Frank J. Koch........................................ 35,004
Jonathan Levy........................................ 40,525
Gerard P. Mastroianni................................ 32,286
Marilyn O. McAlear................................... 60,720
James C. McBane...................................... 201,812
Kenneth E. McConnell................................. 168,458(6)
Thomas S. Noneman.................................... 67,455
Thomas J. O'Shane.................................... 279,224
Edward J. Reiter..................................... 270,496
Gregory L. Ridler.................................... 47,535
Patrick W. Rooney.................................... 14,688
Emerson J. Ross, Jr.................................. 42,774
Douglas J. Shierson.................................. 186,752
W. Granger Souder, Jr................................ 47,327
C. Gregory Spangler.................................. 42,256
Robert E. Spitler.................................... 112,786(7)
Robert E. Stearns.................................... 55,047
Kevin T. Thompson.................................... 9,043
Joseph N. Tosh, II................................... 243,921
All Directors and Executive Officers as a group...... 5,915,776 7.60%
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates and certain affiliated companies as to which
beneficial ownership may be disclaimed.
(2) The amounts shown represent the total shares owned outright by such
individuals together with shares issuable upon the exercise of currently
vested, but unexercised stock options. Specifically, the following
individuals have the right to acquire the shares indicated after their
names, upon the exercise of such stock options: Mr. Adams, 28,764; Mr.
Aller, 38,440; Mr. Bryan, 23,665; Mr. Burgett, 15,733; Mr. Chandler, 11,048;
Mr. Duvall, 8,220; Mr. Francisco, 193,488; Mr. Goedeker, 14,679; Mr.
Hilliker, 27,281; Mr. Hollington, 16,543; Mr. Homan, 12,226; Mr. Johnson,
7,182; Mr. Kinney, 7,554; Mr. Koch, 10,165; Mr. Levy, 8,965; Mr.
Mastroianni, 14,697; Mrs. McAlear, 30,503; Mr. McBane, 16,552; Mr.
McConnell, 7,867; Mr. Noneman, 36,639; Mr. O'Shane, 201,067; Mr. Reiter,
133,263; Mr. Ridler, 2,981; Mr. Rooney, 10,481; Mr. Ross, 29,269; Mr.
Shierson, 29,058; Mr. Souder,
7
<PAGE> 10
35,643; Mr. Spangler, 35,638; Mr. Spitler, 5,961; Mr. Stearns, 30,599; Mr.
Thompson, 9,043; Mr. Tosh, 84,468; and all directors and executive officers
as a group, 1,137,682.
(3) Various bank subsidiaries of the Company were deemed beneficial owners of
portions of the referenced number of shares based upon their sole or shared
voting or investment power over the shares. The bank subsidiaries hold the
shares solely in a fiduciary or custodial capacity under numerous trust
relationships, none of which represents more than five percent of the
Company's outstanding shares. In their fiduciary capacities, the bank
subsidiaries held 1,694,839 shares of the Company's Common Stock on December
31, 1999. The Company disclaims beneficial ownership of the shares which may
be deemed to be beneficially owned by its bank subsidiaries.
(4) Mr. Chandler disclaims beneficial ownership of the reported shares of Common
Stock, all of which are owned by his wife.
(5) The number of shares of Common Stock shown as beneficially owned by Mr.
Hollington includes 64,287 shares owned by his wife, for which Mr.
Hollington disclaims beneficial ownership.
(6) The number of shares of Common Stock shown as beneficially owned by Mr.
McConnell includes 49,368 shares held in trust for Mr. McConnell's wife or
are owned jointly by Mr. McConnell's wife and son. Mr. McConnell disclaims
beneficial ownership of these shares.
(7) The number of shares of Common Stock shown as beneficially owned by Mr.
Spitler includes 11,232 shares held as custodian for his son or owned
outright by his wife and children. Mr. Spitler disclaims beneficial
ownership of these shares.
8
<PAGE> 11
EXECUTIVE COMPENSATION
The following table is a summary of certain compensation awarded, paid to,
or earned by the Company's Chief Executive Officer and its other five most
highly compensated executive officers (the "Named Executives").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
- ------------------------------------------------------------------------------------------------------------------------
Other Securities
Annual Underlying All Other
Name/Title Year Salary Bonus Compensation (1) Options/SARs (2) Compensation (3)
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Marty E. Adams............. 1999 $500,912 $457,551 40,000 $ 62,886
President and CEO 1998 346,154 265,000 49,810 82,956
Sky Financial Group, Inc. 1997 250,000 170,000 2,649 45,500
Thomas J. O'Shane.......... 1999 343,235 140,250 25,000 2,023,148
Senior EVP 1998 341,898(4) 160,920(4) 15,985(4) 12,502(4)
Sky Financial Group, Inc. 1997 306,461(4) 94,837(4) 13,987(4) 13,968(4)
Kevin T. Thompson.......... 1999 180,547 127,683 15,000 17,229
EVP and CFO 1998 39,577 23,746 24,200 0
Sky Financial Group, Inc. 1997 -- -- -- --
W. Granger Souder, Jr...... 1999 158,581 112,148 10,000 18,617
EVP and General Counsel 1998 151,660 102,100 $28,811 12,100 31,608
Sky Financial Group, Inc. 1997 140,233 86,210 15,617 27,023
Frank J. Koch.............. 1999 167,803 118,670 10,000 19,189
EVP, Chief Lending Officer 1998 131,730 75,000 18,786 30,340
Sky Financial Group, Inc. 1997 115,500 69,000 1,299 22,200
David R. Francisco......... 1999 600,912 600,000 0 3,296,218
Former Chairman and CEO 1998 406,850 346,493 48,400 81,601
Sky Financial Group, Inc. 1997 325,000 229,618 58,712 64,432
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Benefits classified as Other Annual Compensation that did not exceed the
lesser of $50,000 or 10% of the Named Executive's annual salary and bonus
are not reported. In 1998, Other Annual Compensation for Mr. Souder includes
the value of his company automobile ($27,865), which was transferred to him
in connection with the Company's elimination of this benefit for officers of
the Company.
(2) Options granted have been adjusted for the stock splits, stock dividends and
similar occurrences affecting all outstanding shares.
(3) In 1999, All Other Compensation for Messrs. Adams, O'Shane, Thompson,
Souder, Koch and Francisco consists of contributions under the Company's
ESOP Pension Plan, Profit Sharing Plan and 401(K) Plan of $19,200, $15,207,
$14,400, $18,426, $18,211, and $19,200 respectively. Also included are
amounts accrued under the Company's supplemental retirement plan (Mr. Adams,
$42,589; Mr. Thompson, $2,466; Mr. Koch, $936; and Mr. Francisco, $124,909);
and group term life insurance and bank owned life insurance premiums paid by
the Company (Mr. Adams, $1,096; Mr. O'Shane, $1,064; Mr. Thompson, $363; Mr.
Souder, $190; Mr. Koch, $41; and Mr. Francisco, $2,109). All Other
Compensation for Mr. O'Shane includes $2,007,941 paid by First Western by
operation of the change in control provisions of his employment contract
with First Western. All Other Compensation for Mr. Francisco includes
$3,150,000 paid by the Company pursuant to the terms of his employment
contract and in connection with his retirement.
(4) Reflects compensation paid to Mr. O'Shane by First Western Bancorp, Inc.
9
<PAGE> 12
STOCK OPTIONS
The following table sets forth information concerning 1999 grants to the
Named Executives of options to purchase Common Stock under the Company's 1998
Stock Option Plan for Employees.
OPTION GRANTS TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year Potential Realizable
--------------------------------------- Value at Assumed
Rates
of Stock Price
Appreciation for
Option Term (1)
- ------------------------------------------------------------------------------------------------------------
Number of % of
Securities Total
Underlying Options Exercise
Options Granted Price Expiration
Name Granted to Employees Per Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Marty E. Adams........... 40,000(2) 6.56% $18.937 1/19/10 $476,388 $1,207,259
13,664(3) 6.23 20.125 12/30/09 172,938 438,260
Thomas J. O'Shane........ 25,000(2) 4.10 18.937 1/19/10 297,742 754,537
6,832(3) 3.12 20.125 12/30/09 86,469 219,130
Kevin T. Thompson........ 15,000(2) 2.46 18.937 1/19/10 178,645 452,722
5,217(3) 2.38 20.125 12/30/09 66,029 167,330
W. Granger Souder, Jr.... 10,000(2) 1.64 18.937 1/19/10 119,097 301,815
4,347(3) 1.98 20.125 12/30/09 55,018 139,426
Frank J. Koch............ 10,000(2) 1.64 18.937 1/19/10 119,097 301,815
4,596(3) 2.10 20.125 12/30/09 58,169 147,412
David R. Francisco(4).... 0(2) N/A N/A N/A N/A N/A
0(3) N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the market
value of the Common Stock.
(2) Grant Options -- Options were granted as 1999 compensation under the
Company's 1998 Stock Option Plan for Employees ("Employee Option Plan") on
January 19, 2000 and vest over five years in the following increments: 40%
on the second anniversary of the grant date and an additional 20% on each
successive anniversary of the grant date. The option exercise price is not
adjustable except for stock splits, stock dividends and similar occurrences
affecting all outstanding shares.
(3) Elective Options -- Options were granted under the Employee Option Plan on
December 30, 1999 in exchange for the individual's voluntary forfeiture of a
portion of 2000 salary. Elective options are fully vested on the grant date.
The option exercise price is not adjustable except for stock splits, stock
dividends and similar occurrences affecting all outstanding shares.
(4) Former Chairman & CEO of the Company.
10
<PAGE> 13
FISCAL YEAR-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Shares
Underlying Value of Unexercised
Unexercised Options/SARs In-the-Money Options/Sars
at 12/31/99 at 12/31/99
- --------------------------------------------------------------------------------------------------------------
Shares Value
Acquired on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise(#) ($) (#) (#) ($) ($)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Marty E. Adams.......... 0 0 28,764 56,521 36,424 35,482
Thomas J. O'Shane....... 0 0 201,067 0 2,211,850 0
Kevin T. Thompson....... 0 0 9,043 24,200 0 0
W. Granger Souder,
Jr.................... 0 0 35,643 21,471 168,909 17,330
Frank J. Koch........... 0 0 10,165 22,022 17,661 17,401
David R. Francisco...... 0 0 193,488 0 597,585 0
- --------------------------------------------------------------------------------------------------------------
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENTS
Employment agreements are in effect between the Company and certain key
executives (including Mr. Adams, Mr. O'Shane, Mr. Koch and Mr. Thompson).
The employment agreement with Mr. Adams is for an initial five year term
and automatically renews for an additional one year upon each anniversary of the
agreement commencing with the third such anniversary, unless prior notice not to
renew is given. Pursuant to the agreement, Mr. Adams initially serves as
President and Chief Operating Officer, until the fifth anniversary of the
agreement. Mr. Adams was appointed President and CEO of the Company on September
24, 1999. The agreement provides for an initial base salary of $500,000 for Mr.
Adams, which may not be reduced during the term of the agreement. Mr. Adams is
eligible to receive an annual target bonus equal to at least 40% of such base
salary.
Mr. Adams' agreement provides for payments upon the executive's termination
without "cause" or for "good reason" (as defined below), or if the agreement is
not renewed by the Company, equal to the greater of (i) the sum of Mr. Adams'
annual base salary plus targeted annual bonus ("Annual Cash Compensation")
multiplied by the number of whole and partial years remaining in the employment
term as it existed immediately preceding termination and (ii) three times Annual
Cash Compensation. Welfare benefit continuation will be provided for the
remainder of the term. If such termination occurs during the two-year period
following a "Change in Control," Mr. Adams would receive the greater of the
termination payment described above, or three times the sum of his highest
annual rate of base salary and his highest annual bonus during the three year
period immediately prior to the date of termination, and continued welfare
benefits for the longer of three years or the remaining period of the term as it
existed immediately prior to termination. Upon any such termination all stock
options granted after the Effective Time shall vest and become immediately
exercisable in full. For purposes of the agreement, "cause" means (a) the
willful and continued failure by the executive to substantially perform his
duties which is detrimental to the Company after a written demand for
substantial performance is made by the Board, or (b) the willful engagement by
the executive in gross misconduct materially and demonstrably injurious to the
Company. For purposes of the agreement, "good reason" means (1) for the period
prior to or more than two years after a change in control: removal of, or
failure to reappoint the executive to his initial position; removal of, or
failure to appoint or reappoint the executive to his subsequent position after
the fifth anniversary of the Effective Time; reduction in base salary, bonus or
benefits; change in responsibilities; or relocation of the executive's office
base of more than 30 miles; and (2) for the period two years after a change in
control: the events described in (1) above; requiring the executive to travel on
Company business to a substantially greater extent than he did immediately prior
to the change in control; refusal to permit the executive to engage in
non-business
11
<PAGE> 14
activities which he was permitted to engage in prior to the change in control;
termination which does not comply with notice provisions under the agreement; or
failure of the Company to cause its successor or transferee to assume the
agreement. In addition, the executive may voluntarily terminate his employment
with the Company during the thirty day period commencing one year after a change
in control, and such voluntary termination will be considered "good reason"
under the agreement.
If any payments pursuant to the agreements or otherwise would be subject to
any excise tax under the Internal Revenue Code, the Company will provide an
additional payment such that the executive retains a net amount equal to the
payments he would have retained if such excise tax had not applied.
In connection with the acquisition of First Western, the Company entered
into an employment agreement with Mr. O'Shane for a term of ten years. The
agreement provides for an initial base salary of $275,000, which may not be
reduced during the term of the agreement. Mr. O'Shane is entitled to receive an
annual targeted bonus equal to at least 50% of such base salary.
Mr. O'Shane's agreement provides for a lump sum payment upon the
executive's termination without "cause" or for "good reason" (as defined below),
equal to the sum of Mr. O'Shane's annual base salary plus the average of the
prior two bonuses paid, times the number of whole and partial years remaining in
the employment term. Additionally, the agreement provides that upon Mr.
O'Shane's voluntary termination of employment after the third anniversary of the
agreement, without "good reason", the Company shall pay to the executive an
amount equal to the product of Mr. O'Shane's annual base salary times the number
of whole and partial years remaining in the employment term, provided that Mr.
O'Shane agrees to the terms of a covenant not-to-compete for a period of two
years following termination. For purposes of the agreement, "cause" means (a)
the willful and continued failure by the executive to substantially perform his
duties which is detrimental to the Company after a written demand for
substantial performance is made by the Board, or (b) the willful engagement by
the executive in gross misconduct materially and demonstrably injurious to the
Company. For purposes of the agreement, "good reason" means (a) the Company's
breach of the agreement and its failure to cure the breach, or (b) the Company's
wrongful termination of the executive.
Citizens, the Company's predecessor, entered into an employment agreement
with Frank J. Koch, Executive Vice President, which contains change in control
provisions which were triggered as a result of the October 1998 merger between
Citizens and Mid Am. The agreement provides that upon a change in control of
Citizens, Mr. Koch shall continue to be employed by the Company in an executive
position until the earlier of: (i) normal retirement; or (ii) twenty-four
months, during which time he shall receive (a) his annual salary, for the first
twelve-months, at least equal to his highest base salary for any month during
the twelve-month period preceding the change in control, and for the second
twelve months, at least equal to his salary of the subsequent year plus a pay
increase calculated in a manner at least as favorable as the manner in which the
pay increases for other Company executives are calculated; (b) an annual bonus
calculated in a manner at least as favorable as the manner in which the last
annual bonus paid to the him prior to the change in control was calculated, or
the annual bonus paid to him by the Company in the immediately preceding year,
whichever is greater; (c) continued insurance and health benefits; and (d)
continued participation in the Citizens Profit Sharing Plan and Trust (the
"Profit Sharing Plan"). Following a change in control, if Mr. Koch's employment
with the Company is terminated by the Company for any reason, including death or
disability (but excluding misconduct) or by Mr. Koch for cause (as that term is
defined in the agreement), Mr. Koch shall receive, for a twenty-four month
period from the date of the change in control an amount equal to: (1) monthly
salary at the level of the highest monthly salary received during the twelve
months immediately preceding the change in control; (2) a contribution to the
Profit Sharing Plan, if possible; and (3) the greater of the average of the
annual bonuses received by Mr. Koch from Citizens during the three calendar
years immediately preceding (A) the change in control or (B) his termination;
reduced by any amount received during such year pursuant to the Company's
long-term disability policy. Mr. Koch may elect to receive this amount in equal
monthly installments,
12
<PAGE> 15
or if elected within sixty days following his termination, in a single lump sum
payment. In addition, Mr. Koch will be entitled to receive continued welfare
benefits. In the event Mr. Koch terminates his employment within six months of a
change in control, he shall be entitled to receive one year's salary plus a
bonus prorated to the date of termination of employment.
CHANGE IN CONTROL AGREEMENTS
Change in control agreements are in effect between the Company and certain
key executives, including Mr. Thompson and Mr. Souder (the "Change in Control
Agreements").
Pursuant to the Change in Control Agreements, the Company and its
subsidiaries may terminate an executive officer's employment for any reason or
for no reason, with or without notice. The Change in Control Agreements do not
change the individual's status as employees at will under the laws of the State
of Ohio. In the event of an involuntary termination or diminution of status
without cause after a change in control (as defined below), the executive
officers are entitled to compensation payable in a lump sum or monthly
installments equal to a percentage of the individual's average total
compensation for the immediately preceding two years. The applicable percentage
is two hundred percent for Mr. Thompson and two hundred fifty percent for Mr.
Souder. The Company and its subsidiaries are not obligated to pay any amount
which is in excess of the then maximum amount which is deductible for federal
income tax purposes.
For purposes of the Change in Control Agreements, a change in control is
defined, among other occurrences, as a merger, consolidation or sale of
substantially all of the assets of the Company with or into any other
corporation where shareholders of the Company receive less than 60% of the
shares of the resulting corporation; certain situations involving the issuance,
ownership, or control of 25% or more of the outstanding Common Stock or assets
of the Company; or the removal, termination or retirement of a majority of the
members of the Board of Directors.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
BASE SALARY
Base salaries for the Company's executive officers are reviewed by the
Committee annually. They are primarily determined by evaluating the officer's
responsibilities, position and contribution to the Company. Base salaries for
executive officers are generally set at levels which the Committee believes are
competitive with peer banking institutions and general industries, as
applicable, and are adjusted for individual performance. For 1999, due to the
Company's aggressive earnings target, the Committee decided to authorize modest
base salary increases, with increased emphasis on variable pay through the
Company's annual incentive plan.
ANNUAL INCENTIVE COMPENSATION
Corporate-wide incentive compensation awards played a key role in
implementing the Company's strategy of attracting and retaining qualified
executive officers by rewarding quality performance. The Company's annual cash
incentive compensation was based on short-term performance, including (i)
achievement of corporate or subsidiary annual return on equity ("ROE") and
earnings per share goals established by the Boards of Directors of the Company
and its subsidiaries; (ii) achievement of work group or departmental goals; and
(iii) individual performance. These criteria were weighted on the basis of the
participant's job responsibilities and ability to affect the financial
performance of the Company or the participant's subsidiary. For example, awards
to executive officers who were senior vice presidents were comprised of 70%
corporate performance and 30% individual and/or workgroup performance, while a
bank teller's criteria was weighted 80% on individual and banking center
performance and 20% on corporate performance. Incentive
13
<PAGE> 16
compensation for each of the executive officers identified in the Summary
Compensation Table (the "Named Executive Officers") was awarded solely on the
basis of the consolidated financial performance of the Company.
In 1999, the Committee raised the maximum bonus percentages for officers of
the Company with the title Executive Vice President and above to offset lower
base salary increases and to further encourage management to achieve the
Company's earnings target.
Awards under the incentive plan were paid on a matrix, with the payout
corresponding to varying levels of achievement in the financial, work group and
individual performance perspectives. Target and maximum bonus percentages for
Mr. Adams were 40% and 100% of base salary, respectively. Target and maximum
bonus percentages for Messrs. Thompson, Souder and Koch were 30% and 80% of base
salary, respectively. Target and maximum bonus percentages for Mr. O'Shane were
30% and 80% of base salary, respectively, for the last five months of 1999 (his
period of employment by the Company). Mr. O'Shane received incentive
compensation under the First Western incentive plan for the first seven months
of 1999. No incentive awards would be payable to a plan participant if the
Company or the individual's subsidiary, as applicable, failed to meet minimum
levels of financial performance established by its respective Board of
Directors.
LONG-TERM INCENTIVE COMPENSATION
The Committee retained Crowe, Chizek and Company, LLP to assist in
establishing appropriate stock option grant levels, based upon industry peer
group data, the Company's prior long-term incentive compensation practice, and
the number of stock options outstanding relative to the number of shares of the
Company's common stock outstanding. The Committee also considered, but did not
take action upon, the issuance of incentive stock options. Non-qualified options
to purchase common stock of the Company were granted to executive officers under
the 1998 Stock Option Plan for Employees to encourage these individuals to
manage the Company in a manner that would increase long-term shareholder value.
Grants were made at an option price of 100% of the common stock's market value
on the grant date, vested in increments over five years, and will expire 10
years from the date of grant unless the optionee no longer serves as an employee
or director of the Company or a subsidiary. Options were granted by the
Committee using the Black-Scholes option valuation model, and were adjusted
based upon considerations such as dilution, the number of shares of the
Company's common stock outstanding, the Company's financial performance and the
officer's individual performance.
Profit Sharing Plan contributions were made by the Company if corporate ROE
targets set by the Board of Directors were achieved. Contributions qualified as
employee stock ownership contributions and were invested primarily in the
Company's common stock.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
Mr. Francisco served as the Company's Chairman and CEO from October 2, 1998
until September 24, 1999. Thereafter, Mr. Adams was appointed and serves as the
Company's President and CEO.
The cash compensation of Mr. Francisco was reviewed by the Compensation
Committee in December, 1998, to establish Mr. Francisco's compensation for 1999.
In determining Mr. Francisco's compensation, the Committee considered the
Company's 1998 financial performance, the merger integration activities planned
for 1999 and the terms of his employment contact. After consideration of these
factors, the Committee established Mr. Francisco's 1999 base salary at $600,000,
the minimum provided in his employment contract. Furthermore, this targeted
annual incentive opportunity was maintained at 40% of base salary, with a
maximum annual incentive payout of 100%.
Similarly, the Committee established Mr. Adam's base salary at $500,000,
the amount provided for in his employment contract, with a targeted annual
incentive of 40% of base salary and a maximum payout of 100%.
14
<PAGE> 17
Furthermore, in its review of long term incentive compensation for Mr.
Francisco and Mr. Adams, the Committee retained Crowe, Chizek and Company LLP to
provide a report as to market data for long term option-based compensation. In
addition to the information provided by Crowe Chizek, the Committee considered
the Company's 1998 results of operations, the achievement of its financial
objectives and the completion of various merger-related integration initiatives.
Considering these and other factors, the Committee granted Mr. Francisco and Mr.
Adams each options to acquire 40,000 shares of the Company's common stock on
November 18, 1998 at a strike price of $28.64 (or 100% of the fair market value
of the Company's common stock on the grant date).
Respectfully submitted,
The Compensation Committee
D. James Hilliker, Chairperson
Robert C. Duvall
Del E. Goedeker
Gerard P. Mastroianni
Marilyn O. McAlear
Patrick W. Rooney
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total shareholder
returns for the Company, the Nasdaq Bank Index, the Russell 2000 Index and the
Standard & Poor's 500 Stock Index for the five-year period ended December 31,
1999. The total shareholder return assumes a $100 investment in the common stock
of Citizens Bancshares, Inc., the Company's predecessor, and each index on
December 31, 1994, and that all dividends were reinvested.
[Performance Graph]
<TABLE>
<CAPTION>
SKY FINANCIAL GROUP NASDAQ BANK INDEX RUSSELL 2000 INDEX S&P 500 INDEX
------------------- ----------------- ------------------ -------------
<S> <C> <C> <C> <C>
1994 100.00 100.00 100.00 100.00
1995 125.11 147.36 127.36 137.12
1996 144.62 190.05 148.28 168.22
1997 323.47 315.37 180.98 223.90
1998 263.08 283.33 176.92 287.35
1999 228.75 267.12 214.27 347.36
</TABLE>
The Company's Performance Graph now includes the Russell 2000 Index, which
the Company believes provides a more meaningful comparison to the Company's
performance than the S&P 500 Index. The Company is one of the two thousand
companies included in the Russell 2000 Index. The S&P 500 is comprised of
companies with substantially larger market capitalizations, and will not be
retained in future Performance Graphs.
15
<PAGE> 18
PROPOSAL 2:
ADOPTION OF AMENDED AND RESTATED CODE OF REGULATIONS
The Company is proposing to adopt and approve certain amendments to its
Code of Regulations, (the "Current Code"), all of which are contained in the
Amended and Restated Code of Regulations (the "Restated Code") attached as Annex
1 to this Proxy Statement. The Company's Current Code was adopted on October 2,
1998 at the consummation of the merger-of-equals transaction (the "Merger")
between Citizens Bancshares, Inc. ("Citizens") and Mid Am, Inc. ("Mid Am").
Since the Merger, the Company has acquired The Ohio Bank, First Western Bancorp,
Inc., Wood Bancorp, Inc. and Mahoning Bancorp, Inc. Due to the Company's growth,
the Board of Directors is of the opinion that certain provisions of the Current
Code are no longer necessary or useful, and therefore proposes the adoption of
the Restated Code.
EQUALITY PROVISIONS
As part of the Merger, the respective Boards of Directors adopted
provisions in the Current Code which would assure equal representation between
Citizens and Mid Am for a period of three years following the Merger (the
"Equality Provisions"). The Equality Provisions apply to the Company's Board of
Directors, the Executive Committee of the Board, and the Management Executive
Committee. The Equality Provisions assure that each of the foregoing groups
contain an equal number of representatives from Citizens and Mid Am, and further
provide a mechanism for filling vacancies created by the retirement, resignation
or removal of any such representatives or members.
In the opinion of the Board of Directors, the Equality Provisions described
above are superfluous and unnecessary, due to the subsequent acquisitions by the
Company and the unified nature of the Board and management team. Accordingly,
the proposed Amended and Restated Code of Regulations eliminate Sections 7(b),
8(b), portions of Sections 17 and 20, and all of Section 35 of the Current Code.
DIRECTOR REMOVAL
The Current Code permits the removal of directors only with cause and by
the affirmative vote of eighty percent of the Board of Directors. Ohio law
permits the removal of directors with or without cause. Furthermore, the eighty
percent vote requirement is not consistent with other supermajority voting
requirements contained in the Current Code. Accordingly, the Restated Code would
permit the removal of directors with or without cause by the affirmative vote of
not less than seventy percent of the Board of Directors.
OTHER PROVISIONS
The Restated Code also makes certain other clarifying, technical or
correcting amendments, including: (i) the clarification of the powers of the
Executive Committee of the Board with respect to acquisitions and the election
or removal of officers; (ii) the elimination of the requirement that the Company
appoint a Chief Operating Officer, Senior Chairman or one or more Vice Chairmen;
(iii) the clarification that the Board of Directors may have its annual
organizational meeting at its next regular meeting following the annual
shareholder's meeting; (iv) the elimination of the unnecessary provisions
relating to compensation of directors and bond; and (v) the resolution of an
inconsistency in the Notice of Meetings and Record Date provisions.
Because the Board of Directors has conditioned the effectiveness of any of
the foregoing sub-proposals on the adoption of all of the proposed amendments to
the Code of Regulations, the amendments are to be considered together as
Proposal 2. Proposal 2 to adopt the Amended and Restate Code of Regulations must
be approved by the affirmative vote of the holders of a majority of the shares
of the Company's Common Stock, assuming a quorum is present at the Annual
Meeting. Proxies will be voted in favor of Proposal 2, unless otherwise
instructed by the shareholder.
16
<PAGE> 19
Abstentions and shares not voted by the holder will have the practical effect of
a vote against Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
CERTAIN TRANSACTIONS
Directors and executive officers of the Company and their associates were
customers of, or had transactions with, the Company or the Company's banking or
other subsidiaries in the ordinary course of business during 1999. Additional
transactions may be expected to take place in the future. All outstanding loans
to directors and executive officers and their associates, commitments and sales,
purchases and placements of investment securities and other financial
instruments included in such transactions were made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral where applicable, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than normal risk of
collectibility or present other unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Securities Exchange Act of 1934, members of the
Board of Directors and certain executive officers of the Company and its
subsidiaries file periodic reports with the Securities and Exchange Commission
disclosing their beneficial ownership of Common Stock. During 1999, and based
solely upon a review of such reports, the Company believes that all filing
requirements under Section 16 were complied with on a timely basis.
AUDITORS
During 1999, the Company engaged Crowe, Chizek and Company LLP to provide
audit services for the Company and its subsidiaries and to provide certain
non-audit services including advice on accounting, tax and reporting matters.
Pursuant to the recommendation of the Audit Committee, the Board of Directors
has retained Crowe, Chizek and Company LLP as its independent auditors for 2000.
A representative of Crowe, Chizek and Company LLP will be at the Annual Meeting
of Shareholders and such representative will have an opportunity to make a
statement if (s)he desires to do so, and will be available to respond to
appropriate questions.
2001 SHAREHOLDER PROPOSALS
To be considered eligible for inclusion in the Company's Proxy Statement
for the 2001 Annual Meeting of Shareholders, a proposal must be made by a
qualified shareholder and received by the Company at its principal office in
Bowling Green, Ohio, prior to November 20, 2000. Any shareholder who intends to
propose any other matter to be acted upon at the 2001 Annual Meeting of
Shareholders must inform the Company not less than sixty nor more than ninety
days prior to the meeting; provided, however, that if less than seventy-five
days' notice or prior public disclosure of the date of the meeting is given to
shareholders, notice by the shareholder must be received not later than the
close of business on the fifteenth day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. If notice is not provided by that date, the persons named in the Company's
proxy for the 2001 Annual Meeting will be allowed to exercise their
discretionary authority to vote upon any such proposal without the matter having
been discussed in the proxy statement for the 2001 Annual Meeting.
17
<PAGE> 20
OTHER BUSINESS
The Board of Directors of the Company is not aware of any other matters
that may come before the Annual Meeting. However, the enclosed proxy will confer
discretionary authority with respect to matters which are not now known to the
Board of Directors and which may properly come before the meeting.
March 6, 2000 By Order of the Board of Directors
/s/ W. GRANGER SOUDER, JR.
W. GRANGER SOUDER, JR.
Secretary
18
<PAGE> 21
ANNEX 1
AMENDED AND RESTATED
REGULATIONS
OF
SKY FINANCIAL GROUP, INC.
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETING.
The annual meeting of shareholders of the Corporation shall be held on the
first Thursday in March or at such other time and on such business day as the
directors may determine each year. The annual meeting shall be held at the
principal office of the Corporation or at such other place within or without the
State of Ohio as the directors may determine. The directors shall be elected
thereat and such other business transacted as may properly be brought before the
meeting.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any time by the
Chairman of the Board, the Chief Executive Officer, the President, or by the
directors by action at a meeting or a majority of the directors acting without a
meeting or by shareholders holding 50% or more of the outstanding shares
entitled to vote thereat. Such meetings may be held within or without the State
of Ohio at such time and place as may be specified in the notice thereof.
SECTION 3. NOTICE OF MEETINGS.
Written notice of every annual or special meeting of the shareholders
stating the time, place and purposes thereof shall be given to each shareholder
entitled to notice as provided by law, not less than seven nor more than ninety
days before the date of the meeting. Such notice may be given by or at the
direction of the Chairman of the Board, the President, any Vice President or the
Secretary by personal delivery or by mail addressed to the shareholder at his
last address as it appears on the records of the Corporation. Any shareholder
may waive in writing notice of any meeting, either before or after the holding
of such meeting, and, by attending any meeting without protesting the lack of
proper notice, shall be deemed to have waived notice thereof.
SECTION 4. PERSONS BECOMING ENTITLED BY OPERATION OF LAW OR TRANSFER.
Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any shares, shall be bound by every notice
in respect of such share or shares which previously to the entering of his name
and address on the records of the Corporation shall have been duly given to the
person from whom he derives his title to such shares.
SECTION 5. QUORUM AND ADJOURNMENTS.
Except as may be otherwise required by law or by the Articles of
Incorporation or these Regulations, the holders of a majority of the
then-outstanding shares entitled to vote in an election of directors, taken
together as a single class ("Voting Shares"), present in person or by proxy,
shall constitute a quorum; provided that any meeting duly called, whether a
quorum is present or otherwise may, by vote of the holders of the majority of
the Voting Shares represented thereat, adjourn from time to time, in which case
no further notice of any such adjourned meeting need be given.
19
<PAGE> 22
SECTION 6. BUSINESS TO BE CONDUCTED AT MEETINGS.
At any meeting of shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before a meeting of shareholders, business must be specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
directors, otherwise properly brought before the meeting by or at the direction
of the directors or otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before a meeting of
shareholders by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy-five (75) days' notice or prior public disclosure
of the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by such shareholder, and (iv) any
material interest of such shareholder in such business.
Notwithstanding anything in the Regulations of the Corporation to the
contrary, no business shall be conducted at a meeting of shareholders except in
accordance with the procedures set forth in this Section 6.
The Chairman of the meeting of shareholders shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6 in which
event any such business not properly brought before the meeting shall not be
acted upon.
DIRECTORS
SECTION 7. NUMBER.
The number of directors shall not be less than five (5) nor more than
thirty-five (35), the exact number of directors to be determined from time to
time by an seventy (70) percent majority vote of the directors then in office,
and such exact number shall be twenty-eight (28) until otherwise so determined.
SECTION 8. NOMINATIONS.
(a) Only persons who are nominated in accordance with the procedures set
forth in this Section 8 shall be eligible for election by shareholders as
directors. Nominations of persons for election as directors of the Corporation
may be made at a meeting of shareholders by or at the direction of the directors
by any nominating committee or person appointed by the directors, including any
shareholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in paragraph (b)
of this Section 8. No person shall be eligible for election by shareholders as a
director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 8.
(b) Nominations other than those made by or at the direction of the
directors, shall be made only pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy-five
(75) days' notice or prior public disclosure of the date of the
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meeting is given or made to shareholders, notice by the shareholder to be timely
must be so delivered or received not later than the close of business on the
fifteenth (15th) day following the earlier of the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (a) as to each person who is not an
incumbent director whom the shareholder proposes to nominate for election as a
director, (i) the name, age, business address and residence address of such
person; (ii) the principal occupation or employment of such person; (iii) the
class and number of shares of the Corporation which are beneficially owned by
such person; and (iv) any other information relating to such person that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended; and (b) as to the shareholder giving the notice, (i) the name and
record address of such shareholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such shareholder. Such notice
shall be accompanied by the written consent of each proposed nominee to serve as
a director of the Corporation, if elected. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the provisions of this Section 8, and, if he should
so determine, the defective nomination shall be void and ineffective and the
person or persons so nominated shall not be eligible for election.
SECTION 9. CLASSIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS.
The directors shall be divided into three classes, as nearly equal in
number as possible, and one of the classes shall be elected for a three-year
term of office at each annual shareholders meeting. At the annual meeting of
shareholders in 1985, one class of directors shall be elected for a one-year
term, one class shall be elected for a two-year term and one class shall be
elected for a three-year term. At each succeeding annual meeting of
shareholders, successors to the class of directors whose term expires in that
year will be elected to a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of such class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the annual meeting for the year in which his term expires and
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, or removal from office. Election of directors shall be by
ballot whenever requested by any person entitled to vote at the meeting; but
unless so requested such election may be conducted in any way approved at such
meeting.
SECTION 10. REMOVAL.
Directors may be removed with or without cause by the affirmative vote of
not less than 70 percent of the whole Board of Directors of the Corporation.
SECTION 11. VACANCIES.
Whenever any vacancy shall occur among the directors, the remaining
directors shall constitute the directors of the Corporation until such vacancy
is filled or until the number of directors is changed pursuant to Section 7
hereof. Except in cases where a director is removed as provided by law and these
Regulations and his successor is elected by the shareholders, the remaining
directors may, by a vote of a majority of their number, fill any vacancy for the
unexpired term. A majority of the directors then in office may also fill any
vacancy that results from an increase in the number of directors.
SECTION 12. QUORUM AND ADJOURNMENTS.
A majority of the directors in office at the time shall constitute a
quorum, provided that any meeting duly called, whether a quorum is present or
otherwise, may, by vote of a majority of the directors present, adjourn from
time to time and place to place within or without the State of Ohio, in
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which case no further notice of the adjourned meeting need be given. At any
meeting at which a quorum is present, all questions and business shall be
determined by the affirmative vote of not less than a majority of the directors
present, except as is otherwise provided in the Articles of Incorporation or
these Regulations or is otherwise authorized by Section 1701.60(A)(1) of the
Ohio Revised Code.
SECTION 13. ORGANIZATION MEETING.
Immediately after each annual meeting of the shareholders at which
directors are elected, or the next regular meeting of the directors thereafter,
the directors shall hold an organization meeting for the purpose of electing
officers and transacting any other business. If held immediately after the
annual meeting, notice of such meeting need not be given.
SECTION 14. REGULAR MEETINGS.
Regular meetings of the directors may be held at such times and places
within or without the State of Ohio as may be provided for in by-laws or
resolutions adopted by the directors and upon such notice, if any, as shall be
so provided for.
SECTION 15. SPECIAL MEETINGS.
Special meetings of the directors may be held at any time within or without
the State of Ohio upon call by the Chairman of the Board, the President, or by
any two directors. Notice of each such meeting shall be given to each director
by personal delivery, by mail, cablegram or telegram, or by telephone not less
than two days prior to such meeting or such shorter notice as the directors
shall deem necessary and warranted under the circumstances. Any director may
waive in writing notice of any meeting, and, by attending any meeting without
protesting the lack of proper notice, shall be deemed to have waived notice
thereof. Unless otherwise limited in the notice thereof, any business may be
transacted at any organization, regular or special meeting.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
SECTION 16. MEMBERSHIP AND ORGANIZATION.
(a) The directors, at any time, may elect from their number an Executive
Committee which shall consist of four or more directors of the Corporation, each
of whom shall hold office during the pleasure of the directors and may be
removed at any time, with or without cause, by vote thereof.
(b) Vacancies occurring in the Executive Committee may be filled by the
directors.
(c) In the event the directors have not designated a Chairman, the
Executive Committee shall appoint one of its own number as Chairman who shall
preside at all meetings and may also appoint a Secretary (who need not be a
member of the Executive Committee) who shall keep its records and who shall hold
office at the pleasure of the Executive Committee.
SECTION 17. MEETINGS.
(a) Regular meetings of the Committee may be held without notice of the
time, place or purposes thereof and shall be held at such times and places
within or without the State of Ohio as the Committee may from time to time
determine.
(b) Special meetings may be held upon notice of the time, place and
purposes thereof at any place within or without the State of Ohio and until
otherwise ordered by the Committee shall be held at any time and place at the
call of the Chairman or any two members of the Committee.
(c) At any regular or special meeting the Committee may exercise any or all
of its powers, and any business which shall come before any regular or special
meeting may be transacted thereat, provided a
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majority of the Committee is present, but in every case the affirmative vote of
a majority of all of the members of the Committee shall be necessary to take any
action.
(d) Any authorized action by the Committee may be taken without a meeting
by a writing signed by all the members of the Committee.
SECTION 18. POWERS.
Except as its powers, duties and functions may be limited or prescribed by
the directors, during the intervals between the meetings of the directors, the
Committee shall possess and may exercise all the powers of the directors
provided that the Committee shall not be empowered to declare dividends, elect
or remove officers at the level of Executive Vice President or above, fill
vacancies among the directors or Executive Committee, adopt an agreement of
merger or consolidation in which the consideration to be paid or exchanged by
the Corporation has a value in excess of five million dollars ($5,000,000),
recommend to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, or a merger or
consolidation wherein the Corporation will not be the surviving corporation, nor
recommend to the shareholders a dissolution of the Corporation or revocation of
a dissolution. All actions of the Committee shall be reported to the directors
at their meeting next succeeding such action.
SECTION 19. OTHER COMMITTEES.
(a) The directors may elect other committees from among the directors in
addition to or in lieu of the Executive Committee and give to them any of the
powers which under the foregoing provisions could be vested in the Executive
Committee.
(b) Vacancies occurring in any committee formed pursuant to Section 19(a)
may be filled by the directors.
OFFICERS
SECTION 20. OFFICERS DESIGNATED.
The directors, at their organization meeting or at a special meeting held
in lieu thereof or to the extent otherwise necessary shall elect, and unless
otherwise determined by the directors there shall be, a Chairman of the Board, a
Chief Executive Officer, a President, a Secretary, a Treasurer and, in their
discretion, one or more Vice Presidents, an Assistant Secretary or Secretaries,
an Assistant Treasurer or Treasurers, and such other officers as the directors
may deem appropriate. Any two or more of such offices other than that of
President and Vice President, or Secretary and Assistant Secretary, or Treasurer
and Assistant Treasurer, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Articles of Incorporation, these Regulations
or any by-laws to be executed, acknowledged, or verified by two or more
officers.
SECTION 21. TENURE OF OFFICE.
The officers of the Corporation shall hold office for such terms as the
directors shall determine from time to time. The directors may remove any
officer at any time with or without cause by a majority vote of the directors in
office at the time. A vacancy, however created, in any office may be filled by
election by the directors.
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SECTION 22. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside at meetings of the shareholders and
directors, shall initiate and develop broad corporate policies and shall have
such other powers and duties as may be prescribed by the directors. Except where
the signature of the President is required by law, the Chairman of the Board
shall possess the same power as the President to execute all authorized deeds,
mortgages, bonds, contracts and other instruments and obligations in the name of
the Corporation.
SECTION 23. CHIEF EXECUTIVE OFFICER AND PRESIDENT.
The Chief Executive Officer and President of the Corporation shall have
general supervision over its property, business and affairs, subject to the
directions of the Chairman of the Board and/or the directors. Unless otherwise
determined by the directors, he shall have authority to execute all authorized
deeds, mortgages, bonds, contracts and other instruments and obligations in the
name of the Corporation, and in the absence of the Chairman of the Board shall
preside at meetings of the shareholders and the directors. He shall have such
other powers and duties as may be prescribed by the directors.
SECTION 24. VICE PRESIDENTS.
The Vice Presidents shall have such powers and duties as may be prescribed
by the directors or as may be delegated by the Chairman of the Board or the
President.
SECTION 25. SECRETARY.
The Secretary shall attend and keep the minutes of all meetings of the
shareholders and of the directors. He shall keep such books as may be required
by the directors and shall give all notices of meetings of shareholders and
directors, provided, however, that any persons calling such meetings may, at
their option, themselves give such notice. He shall have such other powers and
duties as may be prescribed by the directors or the President.
SECTION 26. TREASURER.
The Treasurer shall receive and have in charge all money, bills, notes,
bonds, stocks in other corporations and similar property belonging to the
Corporation and shall do with the same as shall be ordered by the directors. He
shall keep accurate financial accounts and hold the same open for inspection and
examination of the directors. On the expiration of his term of office, he shall
turn over to his successor, or the directors, all property, books, papers and
money of the Corporation in his hands. He shall have such other powers and
duties as may be prescribed by the directors or the President.
SECTION 27. DELEGATION OF DUTIES.
The directors are authorized to delegate the duties of any officers to any
other officer and generally to control the action of the officers and to require
the performance of duties in addition to those mentioned herein.
SECTION 28. COMPENSATION.
The directors are authorized to determine or to provide the method of
determining the compensation of all officers.
SECTION 29. SIGNING CHECKS AND OTHER INSTRUMENTS.
The directors are authorized to determine or provide the method of
determining how checks, notes, bills of exchange and similar instruments shall
be signed, countersigned or endorsed.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 30. INDEMNIFICATION.
The Corporation shall indemnify any director or officer and any former
director or officer of the Corporation and any such director or officer who is
or has served at the request of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (and his heirs, executors and administrators) against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director, officer or trustee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by applicable law. The
indemnification provided for herein shall not be deemed to restrict the power of
the Corporation (i) to indemnify employees, agents and others to the extent not
prohibited by law, (ii) to purchase and maintain insurance or furnish similar
protection on behalf of or for any person who is or was a director, officer or
employee of the Corporation, or any person who is or was serving at the request
of the Corporation as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, and (iii) to enter into agreements with
persons of the class identified in clause (ii) above indemnifying them against
any and all liabilities (or such lesser indemnification as may be provided in
such agreements) asserted against or incurred by them in such capacities.
PROVISIONS IN ARTICLES OF INCORPORATION
SECTION 31. PROVISIONS IN ARTICLES OF INCORPORATION.
These Regulations are at all times subject to the provisions of the
Articles of Incorporation of the Corporation as the same may be in effect from
time to time, including without limitation the provisions of said Articles of
Incorporation granting the holders of "Serial Shares" the right to elect two
members of the Board of Directors during the pendency of any default in
dividends on the Serial Shares as said terms are defined in said Articles of
Incorporation.
LOST CERTIFICATES
SECTION 32. LOST CERTIFICATES.
The directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon such terms and conditions as they may deem advisable
upon satisfactory proof of loss or destruction thereof. When authorizing such
issue of a new certificate, the directors may, as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the directors shall require and/or to give the Corporation a suitable bond or
indemnity against loss by reason of the issuance of a new certificate.
RECORD DATES
SECTION 33. RECORD DATES.
For any lawful purpose, including, without limitation, the determination of
the shareholders who are entitled to: (i) receive notice of or to vote at a
meeting of shareholders; (ii) receive payment of any dividend or distribution;
(iii) receive or exercise rights of purchase of or subscription for, or exchange
or conversion of, shares or other securities, subject to contract rights with
respect thereto; or (iv) participate in the execution of written consents,
waivers, or releases, the directors may fix a record date which shall not be a
date earlier than the date on which the record date is fixed and, in the cases
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provided for in clauses (i), (ii) and (iii) above, shall not be more than ninety
(90) nor fewer than seven (7) days, unless the Articles of Incorporation specify
a shorter or a longer period for such purpose, preceding the date of the meeting
of the shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be.
AMENDMENTS
SECTION 34. AMENDMENTS.
(a) These Regulations may be altered, changed or amended in any respect or
superseded by new Regulations in whole or in part, by the affirmative vote of
the holders of a majority of the Voting Shares present in person or by proxy at
an annual or special meeting called for such purpose.
(b) Notwithstanding the provisions of Section 34(a) hereof and
notwithstanding the fact that a lesser percentage may be specified by law or in
any agreement with any national securities exchange or any other provision of
these Regulations, the amendment, alteration, change or repeal of, or adoption
of any provisions inconsistent with, Sections 7, 9 or 10 of these Regulations
shall require the affirmative vote of at least seventy-five (75) percent of the
Voting Shares, present in person or by proxy, at any annual meeting or special
meeting duly called for the purpose of acting on any such amendment, alteration,
change, repeal or adoption, unless such amendment, alteration, change, repeal or
adoption has been recommended by at least two-thirds of the members of the Board
of Directors of the Corporation then in office, in which event the provisions of
Section 34(a) hereof shall apply.
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HARDING & HEAL, INC. PROOF #2 2/25/00 15.00 CUST. THE BANK OF NEW YORK
FILE NAME 71532 SKY FINANCIAL P/L
ATTN: CAMILLE NUNNARI(THIS SIDE PRINTS ALL RED)
[SKY FINANCIAL GROUP LOGO]
Dear Shareholder,
Enclosed is your Notice of Annual Meeting of Shareholders and related Proxy
Statement for our 2000 Annual Meeting. Also enclosed is the Company's
Annual Report for 1999. The business of the 2000 Annual Meeting, including
the matters to be voted upon as described in the Notice and Proxy
Statement, will be conducted on April 19, 2000 at 9:00 a.m. at The Forum,
One Cleveland Center, 1375 East 9(th)Street, Cleveland, Ohio. You are
welcome to attend this Annual Meeting of Shareholders. The matters to be
acted upon at the meeting are important to you as a shareholder. Therefore,
whether or not you plan to attend, we urge you to complete and return the
proxy card at your earliest convenience. We look forward to seeing you at
our Annual Meeting.
Sincerely,
Marty E. Adams
Marty E. Adams
President and CEO
<TABLE>
<S><C>
PLEASE DETACH PROXY CARD HERE
\/ \/
- ------------------------------------------------------------------------------------------------------------------------------------
[ ]
DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 1.
1. Election of all Nominees FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
for Director in Class II. listed below [ ] for all nominees listed below [ ] [ ]
Nominees for Director in Class II: David A. Bryan, Keith D. Burgett, George N. Chandler, II, Robert C. Duvall, Del E. Goedeker,
H. Lee Kinney, Thomas S. Noneman, Gregory L. Ridler, Emerson J. Ross. Jr. and Douglas J. Shierson
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN
THE SPACE PROVIDED BELOW.)
*Exceptions
------------------------------------------------------------------------------------------------------------------------
DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 2.
2. PROPOSALS TO APPROVE AND ADOPT AN AMENDMEND AND RESTATED CODE OF REGULATIONS
(i). The elimination of certain provisions adopted in the Company's 1998
merger-of-equals to assure equality in the Board of Directors, Board
Executive Committee and Management Executive Committee.
(ii). Permitting directors of the Board of the Company to be removed with
Or without cause by the affirmative vote of seventy percent of the
Board of Directors.
(iii). The amendment of various other provisions relating to the powers of
the Board Executive Committee, Officer titles and other technical or
correcting provisions. PLEASE CHECK THE BOX TO THE RIGHT IF [ ]
YOU WISH TO ATTEND THE ANNUAL MEETING
PLEASE SEE LETTER TO
FOR [ ] AGAINST [ ] ABSTAIN [ ] SHAREHOLDERS FOR DETAILS.
ADDRESS CHANGE AND/OR
COMMENTS MARK HERE [ ]
Please be sure to sign and date the Proxy Voting
Instruction Card. Which signing as attorney,
executor, aministrator, trustee or guardian,
please give full title as such. If more than one
owner, all should sign.
Dated: , 2000
----------------------------------
------------------------------------------------
| Signature
|
|
------ ------------------------------------------------
Signature
PLEASE DATE, SIGN AND MAIL THIS PROXY TO THE BANK OF NEW YORK. Votes MUST be indicated [X]
AN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. (x) in black or blue ink.
- ------------------------------------------------------------------------------------------------------------------------------------
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
\/ BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE \/
</TABLE>
<PAGE> 30
HARDING & HEAL, INC. PROOF #2 2/25/00 1800 CUST. THE BANK OF NEW YORK
FILE NAME 71532 SKY FINANCIAL P/L
ATTN: CAMILLE NUNNARI
- --------------------------------------------------------------------------------
SKY FINANCIAL GROUP, INC.
PROXY VOTING INSTRUCTION CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON APRIL 19, 2000
The undersigned hereby appoints Kenneth E. McConnell and C. Gregory
Spangler, each of them, proxies, with the powers the undersigned would possess
if present with full power of substitution, to vote all common shares of the
undersigned in Sky Financial Group, Inc., at the Annual Meeting and at any
adjournment or postponement thereof, upon all subjects that may properly come
before the Annual Meeting, including the matters described in the Proxy
Statement furnished herewith, subject to any directions indicated on this card.
If no directions are given, the proxies will vote for the election of all listed
nominees and for the adoption of the Amended and Restated Code of Regulations,
and at their discretion, on any other matter that may properly come before the
Annual Meeting
(Continued, and to be signed and dated, on the reverse side.)
SKY FINANCIAL GROUP, INC.
P.O. BOX 11486
NEW YORK, N.Y. 10203-0486
