<PAGE> 1
DEF 14A
14A
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-12
MBNA CORPORATION
------------------------------------------------------------
(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:
<PAGE> 2
----------------------------------------------------------
/ / 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 3
[MBNA CORPORATION LOGO]
MBNA CORPORATION
WILMINGTON, DELAWARE 19884
------------------------
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
------------------------
The 2000 Annual Meeting of the Stockholders of MBNA Corporation will be
held at the Corporation's Southwestern Regional Office located at the MBNA
Hallmark Center, 16001 N. Dallas Parkway, Addison, Texas 75001 on April 24, 2000
at 10:00 a.m. Central Standard Time, for the following purposes:
1. To elect seven directors to serve until the next annual meeting and
until their successors are elected and qualify;
2. To act upon a stockholder proposal, opposed by the Board of Directors,
which is described in the accompanying proxy statement; and
3. To transact whatever other business may properly be brought before the
meeting.
Only holders of record of the Corporation's common stock at the close of
business on February 25, 2000 are entitled to notice of and to vote at the
meeting.
Stockholders of record as of the record date will be admitted to the Annual
Meeting upon presentation of identification. Stockholders who own stock
beneficially through a bank, broker or otherwise, will be admitted to the annual
meeting upon presentation of identification and proof of ownership or a valid
proxy signed by the record holder. A recent brokerage statement or a letter from
a bank or broker are examples of proof of ownership.
John W. Scheflen
Secretary
March 17, 2000
PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE EVEN IF YOU PLAN TO ATTEND THE MEETING. IF YOU ATTEND THE MEETING AND
WISH TO VOTE IN PERSON, YOU MAY THEN WITHDRAW YOUR PROXY.
<PAGE> 4
MBNA CORPORATION
WILMINGTON, DELAWARE 19884
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation by
MBNA "Corporation" (the Corporation) of proxies to be voted at its Annual
Meeting of Stockholders to be held at 10:00 a.m. Central Standard Time on April
24, 2000, at the Corporation's Southwestern Regional Office located at the MBNA
Hallmark Center, 16001 N. Dallas Parkway, Addison, Texas 75001 and at any
adjournment thereof. This Proxy Statement was first mailed or given to holders
of the Corporation's common stock on March 17, 2000.
Solicitation of proxies may be made by mail, personal interview, telephone
and fax by directors, officers and employees of the Corporation. The Corporation
has retained Morrow & Co., Inc. to assist in the solicitation of proxies for a
fee of up to $5,000 plus reimbursement of expenses. Expenses for such
solicitation will be borne by the Corporation. Brokers and others will be
reimbursed for their reasonable expenses in forwarding the proxy material to
their customers who have beneficial interests in the common stock of the
Corporation registered in names of nominees.
Any proxy may be revoked by a stockholder at any time prior to its use by
execution of another proxy bearing a later date, by written notice to the
Secretary of the Corporation at the address set forth above or by oral or
written statement at the meeting. Shares represented by any proxy properly
executed and received prior to the meeting will be voted at the meeting in
accordance with the proxy or, if the proxy does not specify, in accordance with
the recommendation of the Board of Directors.
Only holders of record of the Corporation's common stock at the close of
business on February 25, 2000 are entitled to notice of and to vote at the
meeting. On the record date the Corporation had 801,781,250 shares of common
stock outstanding. Each share of common stock outstanding on the record date is
entitled to one vote. There is no provision for cumulative voting.
A quorum for the meeting requires the presence in person or by proxy of
stockholders entitled to cast a majority of the votes entitled to be cast at the
meeting. The election of directors requires a plurality of the votes cast at the
meeting. The approval of the stockholder proposal requires the affirmative vote
of a majority of the votes cast at the meeting.
Stockholders will vote at the meeting by ballot and votes cast at the
meeting in person or by proxy will be tallied by the Corporation's transfer
agent. Shares held by stockholders present at the meeting in person who do not
vote and ballots marked "abstain" or "withheld" will be counted as present at
the meeting for quorum purposes, but will not be considered to be voted at the
meeting.
1
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of February 25, 2000, with
respect to beneficial ownership of shares of the Corporation's common stock by
each nominee for director, by each named executive officer, by all directors and
executive officers as a group, and by each person known to the Corporation to
own beneficially 5% or more of the common stock.
<TABLE>
<CAPTION>
MANAGEMENT
PERCENT OF
NAME NUMBER OF SHARES OUTSTANDING
- ---- ---------------- -----------
<S> <C> <C>
Alfred Lerner (1)................................ 106,650,902 13%
Wilmington, Delaware 19884
James H. Berick, Esq.(2)......................... 303,526 *
Charles M. Cawley(3)............................. 4,052,194 *
Benjamin R. Civiletti, Esq.(4)................... 210,377 *
John R. Cochran, III(5).......................... 4,645,512 *
Bruce L. Hammonds(6)............................. 3,393,464 *
M. Scot Kaufman(7)............................... 2,988,785 *
Randolph D. Lerner, Esq.(8)...................... 283,277 *
Stuart L. Markowitz, M.D.(9)..................... 1,016,719 *
Michael Rosenthal, Ph.D.(10)..................... 282,763 *
All directors and executive officers as a
group(11)....................................... 136,936,555 16%
INVESTMENT ADVISOR (12)
Alliance Capital Management L.P. and affiliates
(13)............................................ 67,931,784 8%
1290 Avenue of the Americas
New York, New York 10104
</TABLE>
- ------------------------
* Less than 1% of the shares outstanding.
(1) Includes 2,244,647 restricted shares of which 919,397 were issued in
full payment of Mr. Lerner's prior years' bonuses at his request. See
"Executive Compensation -- Summary Compensation Table." Also includes
8,218,750 shares subject to options exercisable within 60 days; does
not include 750,000 shares subject to options exercisable at later
dates.
(2) Includes 283,276 shares subject to options exercisable within 60 days;
does not include 53,099 shares owned by Mr. Berick's wife and sons as
to which Mr. Berick disclaims beneficial ownership.
(3) Includes 1,379,557 restricted shares, 2,499,117 shares subject to
options exercisable within 60 days and 73,712 shares with shared
voting and investment power, which shares are held by a private
foundation of which Mr. Cawley is a trustee and president; does not
include 750,000 shares subject to options exercisable at later dates.
(4) Includes 207,340 shares subject to options exercisable within 60 days.
(5) Includes 811,563 restricted shares, 3,662,269 shares subject to
options exercisable within 60 days and 36,282 shares with shared
voting and investment power, which shares are held by a private
foundation of which Mr. Cochran is a trustee and president; does not
include 1,060,937 shares subject to options exercisable at later
dates.
(6) Includes 884,193 restricted shares and 2,370,625 shares subject to
options exercisable within 60 days; does not include 1,060,937 shares
subject to options exercisable at later dates.
2
<PAGE> 6
(7) Includes 637,462 restricted shares, 18,250 shares owned by Mr.
Kaufman's wife, 7,593 shares owned by his daughter, 7,593 shares owned
by his son, 2,031,188 shares subject to options exercisable within 60
days and 20,000 shares with shared voting and investment power, which
shares are held by a private foundation of which Mr. Kaufman is a
trustee and president; does not include 881,875 shares subject to
options exercisable at later dates.
(8) Includes 207,340 shares subject to options exercisable within 60 days.
(9) Includes 731,925 shares owned by Dr. Markowitz' wife and 245,308
shares subject to options exercisable within 60 days.
(10) Includes 273,651 shares subject to options exercisable within 60 days;
does not include 13,668 shares owned by Dr. Rosenthal's wife as to
which Dr. Rosenthal disclaims beneficial ownership.
(11) Reflects shares beneficially owned by the ten directors and officers
named and by twelve other executive officers. Includes 8,967,317
restricted shares and 29,349,547 shares subject to options exercisable
within 60 days; does not include 13,056,640 shares subject to options
exercisable at later dates. Includes 137,586 shares with shared voting
and investment power and 35,000 shares with no voting power and shared
investment power.
With respect to the restricted shares, the holder has sole voting
power and no investment power. Unless otherwise indicated, all other
shares are owned with sole voting and investment powers. No director
or executive officer of the Corporation beneficially owns any shares
of the Corporation's preferred stock.
(12) The beneficial owner in this category has provided a Schedule 13G to
the Corporation in which it certified that it acquired the shares of
the Corporation's common stock in the ordinary course of business and
not for the purpose of changing or influencing the control of the
Corporation.
(13) According to their report on Schedule 13G, as of December 31, 1999,
Alliance Capital Management L.P. ("Alliance") and certain affiliates
of Alliance (together with their parent corporations AXA Financial,
Inc., formerly known as The Equitable Companies Incorporated, AXA, and
certain AXA affiliates) were deemed to own in the aggregate 151,314,
121 shares, or 19% of the Corporation's common stock, primarily held
for investment advisory clients. Under the ownership reporting rules
of the Securities Exchange Act of 1934, an entity is deemed to own
shares if it has the power to vote or dispose of the shares even if it
has no economic interest in the shares. The table includes 67,931,784
shares which the reporting persons had sole power to vote. In
addition, according to the Schedule 13G, the reporting persons had no
power to vote 39,563,702 shares, shared power to vote 43,818,635
shares, sole power to dispose of 151,125,643 shares, shared power to
dispose of 173,223 shares, and no power to dispose of 15,255 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and related
regulations require the Corporation's directors, executive officers, and anyone
holding more than 10% of the Corporation's common stock to report their initial
ownership of common stock and any changes in that ownership to the Securities
and Exchange Commission. Richard K. Struthers, an executive officer,
inadvertently failed to include 375 shares of common stock on his initial Form 3
filing. An amended Form 3 has since been filed.
3
<PAGE> 7
ELECTION OF DIRECTORS
The Board of Directors has proposed seven nominees for election as
directors to serve for the coming year and until their successors are elected
and qualify. All of the nominees are currently directors of the Corporation.
Shares represented by proxies will be voted for the election of the nominees
named below unless authority to do so is withheld. The Board does not intend to
select another nominee if any current nominee should be unable to serve. All of
the Corporation's directors also serve as directors of MBNA America Bank, N.A.
(the "Bank"), the Corporation's principal subsidiary.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- ----------------------------------------------------
<S> <C> <C>
Alfred Lerner 66 Chairman and Chief Executive Officer of the
Corporation
Charles M. Cawley 59 President of the Corporation; Chairman and Chief
Executive Officer of the Bank
James H. Berick, Esq. 66 Partner, Squire, Sanders & Dempsey L.L.P., attorneys
Benjamin R. Civiletti, Esq. 64 Chairman, Venable, Baetjer and Howard, LLP,
attorneys
Randolph D. Lerner, Esq. 38 Partner, Securities Advisors, L.P., investments
management
Stuart L. Markowitz, M.D. 52 Internist and Managing Partner, Drs. Markowitz,
Rosenberg, Stein & Associates, physicians
Michael Rosenthal, Ph.D. 62 Professor of English, Columbia University
</TABLE>
Mr. Alfred Lerner has been Chief Executive Officer of MBNA Corporation and
Chairman of its Board of Directors since January 1991 and a director of the Bank
since December 1991. He has more than 25 years of management experience in
banking and finance. He has been Chairman of The Town and Country Trust since
1993 and was Chief Executive Officer from 1993 to 1997. He has been Chairman and
owner of the Cleveland Browns since October 1998. A graduate of Columbia
University and Vice Chairman of its Board of Trustees, Mr. Lerner is also
President of the Cleveland Clinic Foundation and a member of its Board of
Trustees. He is also a trustee of New York Presbyterian Hospital and Case
Western Reserve University, and a member of the Board of Directors of the Marine
Corps Law Enforcement Foundation.
Mr. Cawley has been President and a director of the Corporation and
Chairman and Chief Executive Officer of the Bank since January 1991. He was the
senior member of the group that established the Bank in 1982. He has served as
Chief Executive Officer of the Bank since 1990, and as President since 1985. He
has been a director of the Bank since 1982. A graduate of Georgetown University
and a member of its Board of Directors, Mr. Cawley also serves on the boards of
the University of Delaware, the Eisenhower Exchange Fellowships, the American
Architectural Foundation, the Marine Corps Law Enforcement Foundation, America's
Promise and the Owl's Head Transportation Museum. He is Chairman of the Board of
the Grand Opera House in Wilmington, Delaware and serves as a member of the
Board of Trustees of St. Benedict's Preparatory School.
Mr. Berick has been a director of the Corporation since January 1991 and a
director of the Bank since April 1991. Since January 2000 he has been a partner
of Squire, Sanders & Dempsey L.L.P., the successor to Berick, Pearlman & Mills
Co., L.P.A., of which Mr. Berick was Chairman from July 1986 until January 2000.
He was President and Treasurer of Realty ReFund Trust, a real estate investment
trust, from 1990 through January 1998. He is a director of The Town and Country
Trust.
Mr. Civiletti has been a director of the Corporation and the Bank since
April 1993. He served as Managing Partner of Venable, Baetjer and Howard, LLP
from 1987 to 1993 and Chairman since 1993. He was Attorney General of the United
States from 1979 to 1981. He is Chairman of the Board of GBMC Healthcare, Inc.,
and a director of Bethlehem Steel Corporation, Wackenhut Corrections Corporation
and The Wackenhut Corporation.
4
<PAGE> 8
Mr. Randolph D. Lerner has been a director of the Corporation and the Bank
since April 1993. He is a partner in Securities Advisors, L.P., the successor to
R.D. Lerner Securities, Inc., which he has managed since September 1991. He is
Chairman of the Board of Trustees of the New York Academy of Art, and a member
of the Boards of Trustees of the Hospital for Special Surgery in New York City
and the New York Legal Assistance Group. He is a member of the District of
Columbia and New York Bar Associations and is Alfred Lerner's son.
Dr. Markowitz has been a director of the Corporation and the Bank since
April 1991. He is an internist and Managing Partner of Drs. Markowitz,
Rosenberg, Stein & Associates, a private medical practice, and is Clinical
Professor at Case Western Reserve University, College of Medicine, where he has
taught since 1976. He is a member of the Medical Board and a volunteer physician
for The Jewish Children's Bureau in Cleveland.
Dr. Rosenthal has been a director of the Corporation and the Bank since
April 1991. He has taught at Columbia University since 1964, served as Associate
Dean responsible for academic administration from 1972 to 1989 and has been
Professor of English since 1989. He is a member of the Authors Guild.
Mr. Civiletti (Chairman) and Drs. Markowitz and Rosenthal serve as the
Audit Committee. Mr. Berick (Chairman), Mr. Civiletti, and Drs. Markowitz and
Rosenthal serve as the Compensation Committee, and Drs. Markowitz and Rosenthal
serve as the Stock Option Committee. The Audit Committee supervises the
Corporation's internal corporate auditors, approves the selection of independent
auditors, reviews the scope of services and reports of the independent auditors
and reviews financial reports with management and the independent auditors. The
Compensation Committee approves the compensation of the Corporation's senior
executives and administers the Senior Executive Performance Plan. The Stock
Option Committee administers the Corporation's 1991 and 1997 Long Term Incentive
Plans.
During 1999, the Board of Directors held nine meetings, the Audit Committee
held five meetings, the Compensation Committee held two meetings and the Stock
Option Committee held two meetings. Each of the directors attended all of the
board and applicable committee meetings held during 1999.
The directors of the Corporation who are not officers of the Corporation
each received $40,000 for their services in 1999, and $1,500 for each meeting of
the Board of Directors or committee attended. Directors who are not officers of
the Corporation may elect to defer their annual retainer and meeting fees
pursuant to the Corporation's deferred compensation plan. The annual retainer
for directors was increased effective for 2000 to $50,000.
During 1999, each director who is not an officer received an option for
5,000 shares of the Corporation's common stock pursuant to the Corporation's
1997 Long Term Incentive Plan. Under the 1997 Plan, each director who is not an
officer receives an option for 5,000 shares of common stock upon election to the
Board and on January 2 of each year thereafter. The exercise price of the
options is the fair market value of the common stock on the grant date. The
options are exercisable immediately and have a term of ten years but expire
sooner if the holder ceases to be a director.
The election of directors requires a plurality of the votes cast at the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE FOR DIRECTOR.
5
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation paid or
accrued to the Corporation's Chairman and Chief Executive Officer and the four
other most highly compensated executives of the Corporation for services to the
Corporation in 1997, 1998 and 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- -----------------------
AWARDS
-----------------------
NUMBER OF
OTHER ANNUAL SECURITIES ALL OTHER
COMPEN- RESTRICTED UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION(1)(2) SHARES(3) OPTIONS SATION(4)
- -------------------------------------- -------- ---------- ----------- ------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Alfred Lerner 1999 $2,000,000 $3,000,000 $ 0 $5,794,375 1,000,000 $ 0
Chairman and Chief Executive Officer 1998 1,500,000 3,000,000* 0 1,255,000 600,000 0
of the Corporation 1997 1,500,000 3,000,000* 0 1,563,750 1,125,000 0
Charles M. Cawley 1999 2,000,000 3,000,000 235,437 5,794,375 1,000,000 373,143
President of the Corporation; 1998 1,500,000 3,000,000 344,122 1,255,000 600,000 352,703
Chairman and Chief Executive Officer 1997 1,500,000 3,000,000 122,929 1,563,750 1,125,000 353,083
of the Bank
John R. Cochran III 1999 1,250,000 2,000,000 22,019 3,716,911 500,000 168,391
Senior Executive Vice President of 1998 1,000,000 2,000,000 143,055 1,255,000 375,000 158,012
the Corporation; Executive Vice 1997 1,000,000 2,000,000 33,009 1,042,500 675,000 158,766
Chairman and Chief Marketing Officer
of the Bank
Bruce L. Hammonds 1999 1,250,000 2,000,000 11,522 3,716,911 500,000 181,245
Senior Executive Vice President of 1998 1,000,000 2,000,000 153,847 1,255,000 375,000 170,847
the Corporation; Executive Vice 1997 1,000,000 2,000,000 25,546 1,042,500 675,000 171,612
Chairman and Chief Operating Officer
of the Bank
M. Scot Kaufman 1999 1,000,000 1,800,000 48,556 1,928,124 350,000 175,452
Senior Executive Vice President and 1998 900,000 1,800,000 180,790 1,255,000 300,000 170,134
Chief Financial Officer of the 1997 871,145 1,800,000 34,168 781,875 675,000 168,857
Corporation; Executive Vice Chairman
and Chief Financial Officer of the Bank
</TABLE>
- ------------------------
* Mr. Lerner's bonuses for 1997 and 1998 were paid in restricted shares of
the Corporation's common stock, at his request. For Mr. Lerner, the
"Bonus" column for 1997 and 1998 includes the value (based on the market
price on the date of issuance) of restricted shares issued to him.
(1) For 1999, includes $76,382 for airplane use and $159,055 for a personal
assistant for Mr. Cawley. For 1998, includes $144,415 for personal
assistants for Mr. Cawley. For 1997, includes $45,578 for airplane use and
$62,775 for a personal assistant for Mr. Cawley.
(2) For 1998, includes a one-time $120,000 payment (in cash or combination of
cash and the value of an automobile transferred to the executive) to the
named and certain other senior executive officers in connection with the
termination of the Corporation's automobile program for all senior
officers. In prior years the Corporation provided an automobile for
business and personal use for senior executive officers.
(3) The number of restricted shares held at December 31, 1999 and the value of
these shares calculated by multiplying the number of shares held by the
closing price of the common stock on December 31, 1999, were: Mr. Lerner,
1,844,647 shares, $50,266,631; Mr. Cawley, 1,137,410 shares, $30,994,423;
Mr. Cochran, 667,693 shares, $18,194,634; Mr. Hammonds, 684,193 shares,
$18,644,259; and Mr. Kaufman, 444,462 shares, $12,111,590. Dividends are
paid on restricted shares from the grant date.
6
<PAGE> 10
(4) Includes premiums paid by the Corporation in 1999 on term life insurance
(Mr. Cawley, $18,760; Mr. Cochran, $7,120; Mr. Hammonds, $7,970; and Mr.
Kaufman, $7,520); premiums paid by the Corporation in 1999 on split dollar
life insurance policies, ALL OF WHICH WILL BE REPAID TO THE CORPORATION NOT
LATER THAN THE DEATH OF THE EXECUTIVE (Mr. Cawley, $277,891; Mr. Cochran,
$113,017; Mr. Hammonds, $125,585; and Mr. Kaufman, $119,941); above-market
earnings on deferred compensation in 1999 (Mr. Cawley, $2,892; Mr. Cochran,
$4,654; Mr. Hammonds, $4,090; and Mr. Kaufman, $14,391); and contributions
made by the Corporation in 1999 to its deferred compensation plan (Mr.
Cawley, $73,600; Mr. Cochran, $43,600; Mr. Hammonds, $43,600; and Mr.
Kaufman, $33,600). Mr. Lerner did not receive any of these benefits, at his
request.
1999 OPTION GRANTS
The following table sets forth information concerning stock option grants
to the named executive officers made in 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE PER EXPIRATION GRANT DATE
NAME GRANTED (1) IN 1999 SHARE DATE PRESENT VALUE (2)
- ---- ------------- ---------- --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Alfred Lerner................... 1,000,000 10.13% $26.69 5/17/09 $9,440,000
Charles M. Cawley............... 1,000,000 10.13% 26.69 5/17/09 9,440,000
John R. Cochran III............. 500,000 5.06% 26.69 5/17/09 4,940,000
Bruce L. Hammonds............... 500,000 5.06% 26.69 5/17/09 4,940,000
M. Scot Kaufman................. 350,000 3.54% 26.69 5/17/09 3,458,000
</TABLE>
- ------------------------
(1) The options granted to Messrs. Lerner and Cawley were exercisable upon
grant. The options granted to the other named executives are exercisable in
equal annual installments over a five-year period beginning on December 1,
1999 and sooner in the event of a change in control or retirement, death or
disability.
(2) Amounts reflect the estimated present value of the grant as of the grant
date using the Black-Scholes option pricing model. The following
assumptions were used: (1) average expected life of 5 years for the
immediately exercisable options granted to Messrs. Lerner and Cawley and
5.5 years for the options granted to the other named executives; (2)
expected volatility or fluctuation of the Corporation's stock price of 34%
each year calculated based on historical fluctuations; (3) expected
dividend yield for the Corporation's stock of 1.25% calculated based on
historical yield; and (4) discount for present value based on an annual
rate of return of 5.68% for the immediately exercisable options and 5.71%
for the other options, which were the approximate rates, at the time of
grant of the options, for zero coupon U.S. government securities with
maturity equal to the expected lives of the options. This estimate of value
has been included solely for purposes of disclosure in accordance with the
rules of the Securities and Exchange Commission. The actual value of the
options will depend on the fair market value of the Corporation's common
stock on the dates the options are exercised. No realization of value is
possible without an increase in the price of the Corporation's common
stock, which would benefit all stockholders.
7
<PAGE> 11
AGGREGATED OPTION EXERCISES IN 1999 AND OPTION VALUES AT DECEMBER 31, 1999
The following table sets forth information concerning stock options
exercised by the named executive officers during 1999 and the values at year end
1999 of unexercised options held by these executive officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12/31/99 AT 12/31/99(2)
ACQUIRED ON VALUE --------------------------- ----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Alfred Lerner.............. 0 $ 0 8,218,750 750,000 $145,223,439 $ 10,562,500
Charles M. Cawley.......... 1,786,058 38,370,959 2,770,395 750,000 24,085,367 10,562,500
John R. Cochran III........ 53,015 1,270,124 3,662,269 1,060,937 71,112,603 10,653,662
Bruce L. Hammonds.......... 202,289 4,484,228 2,691,231 1,060,937 48,366,404 10,653,662
M. Scot Kaufman............ 150,400 3,511,113 2,031,188 881,875 36,053,434 9,437,343
</TABLE>
- ------------------------
(1) Represents the difference between the fair market value of the shares of
common stock for which options were exercised in 1999 and the exercise
price of the options.
(2) Represents the difference between the fair market value of the option
shares (based on $27.25 per share, the closing price of the common stock on
the New York Stock Exchange on December 31, 1999) and the exercise price of
the options.
RETIREMENT PLANS
The maximum annual retirement benefit permitted by law for a qualified
defined benefit pension plan for 2000 is $130,000. The limit is adjusted
periodically for inflation. The following table sets forth approximate annual
retirement benefits for retirement at age 65 which would be payable under the
Corporation's defined benefit pension plan if not limited by law. The table is
included in accordance with the rules of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE ANNUAL -----------------------------------------------------------------
COMPENSATION 15 20 25 30 35
- -------------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$1,200,000 $ 321,368 $ 428,490 $ 535,613 $ 642,735 $ 720,735
1,300,000 348,368 464,490 580,613 696,735 781,235
1,500,000 402,368 536,490 670,613 804,735 902,235
1,700,000 456,368 606,490 760,613 912,735 1,023,235
2,000,000 537,368 716,490 895,613 1,074,735 1,204,735
2,200,000 591,368 788,490 985,613 1,182,735 1,325,735
2,400,000 645,368 860,490 1,075,613 1,290,735 1,446,735
</TABLE>
- ------------------------
The current maximum annual retirement benefit permitted by law is $130,000.
Credited years of service and current compensation covered by the pension
plan for the persons named in the Summary Compensation Table are as follows: Mr.
Lerner, 16 years and $2,000,000; Mr. Cawley, 26 years and $2,000,000; Mr.
Cochran, 25 years and $1,500,000; Mr. Hammonds, 20 years and $1,500,000; and Mr.
Kaufman, 27 years and $1,500,000. Past service to MNC Financial, Inc., the
former parent company of the Bank, is included in credited years of service.
Annual benefits at normal retirement are 1.3% of average annual
compensation times years of credited service up to 40 plus .5% of average annual
compensation in excess of covered compensation times years of credited service
up to 30. Average annual compensation is determined by averaging the 60
consecutive months of compensation out of the last 120 months which yield the
highest average. Compensation includes salary, but not bonuses, and may not
exceed $160,000 in 2000 for this purpose.
8
<PAGE> 12
Covered compensation is the 30-year average of amounts with respect to which
Social Security taxes must be paid. Benefits payable under the pension plan are
not subject to deductions for Social Security and other offset amounts.
The executive officers named in the Summary Compensation Table (except for
Mr. Lerner who does not participate in the Plan at his request) participate in a
supplemental retirement plan which provides a retirement benefit equal to 80% of
the participant's highest average salary for any 12 month period during the 72
months preceding retirement. Benefits are reduced by pension and Social Security
benefits. The Plan also provides for salary continuation in the event of the
death or disability of the participant. Except for Mr. Cawley, participants
named in the Summary Compensation Table must remain employed until age 60 to
receive a retirement benefit. Annual retirement benefits at age 65 under the
Plan based on 2000 salaries, net of pension and Social Security benefits, would
be approximately: Mr. Cawley, $1,468,657; Mr. Cochran, $1,055,268; Mr. Hammonds,
$1,072,229; and Mr. Kaufman, $1,055,412. The Corporation has obtained insurance
on the lives of participants (other than Mr. Lerner, who does not participate in
the Plan at his request) in the Plan and expects over time to recover from the
proceeds of the insurance the cost of benefits paid under the Plan and premiums
for the insurance.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report is submitted by the Corporation's Compensation
Committee and Stock Option Committee. Each member of the Compensation Committee
and the Stock Option Committee is a non-employee director. The Compensation
Committee is comprised of Messrs. Berick and Civiletti and Drs. Markowitz and
Rosenthal. The Stock Option Committee is comprised of Drs. Markowitz and
Rosenthal.
The Corporation's compensation program provides annual cash compensation to
executive officers that recognizes short term company performance, and long term
compensation that encourages executive officers to focus on the future as well
as the present. The program is designed to reward current performance in proper
context with the long term health of the Corporation. Annual cash compensation
consists primarily of salary and bonus. Long term programs include stock
options, restricted shares and retirement programs.
ANNUAL COMPENSATION
The Compensation Committee determines annual salaries and bonuses for
senior executive officers. Salaries are based primarily on experience,
responsibilities and corporate and individual performance. Bonuses for the most
senior executive officers are based on corporate performance.
The Compensation Committee measures corporate performance primarily by
achievement of the objectives set forth in the Corporation's financial plan,
including goals for net income, managed loans, new accounts, managed credit
losses, customer retention and operating efficiency. The Corporation exceeded
the net income goal and substantially achieved all other 1999 performance
objectives. The Compensation Committee also considers, but gives less weight to,
the competitive and economic environment in which these results are achieved and
other factors, such as superior customer quality, results of regulatory
examinations and the total return on the Corporation's common stock compared to
the S&P 500 and S&P Financial Indices.
The 1999 bonuses paid to the Corporation's senior executive officers named
in the Summary Compensation Table were paid pursuant to the Corporation's Senior
Executive Performance Plan, which provided for payment of 1999 bonuses in an
amount equal to 200% of 1997 base salary if the Corporation achieved the 1999
net income objective established by the Compensation Committee. The Compensation
Committee retained authority to reduce or eliminate the bonuses notwithstanding
attainment of the net income objective. The Corporation's 1999 net income, as
certified by the Compensation Committee, exceeded the net income objective for
that year.
9
<PAGE> 13
The Compensation Committee also reviewed and considered salaries, bonuses
and certain long term compensation paid in 1998 to chief executive officers of
other publicly held companies that issue credit cards (the most recent data
available). Several of these companies, along with others, are included in the
S&P Financial Index comparison in the Stock Performance Graph. When the cash
compensation paid to chief executive officers of these companies is adjusted
(based on limited available data) for significant differences in business lines,
size, earnings, corporate performance, compensation practices, and other
factors, the Compensation Committee believes that the compensation paid to the
Corporation's Chief Executive Officer is appropriate. The Compensation Committee
also considered other benefits received by the senior executive officers. Mr.
Lerner generally did not participate in these benefits.
Based on its review, the Compensation Committee approved 2000 salaries in
amounts it judged to be appropriate and payment of 1999 bonuses in the full
amount authorized for 1999 under the Senior Executive Performance Plan. The
Compensation Committee increased the annual salaries of Messrs. Cochran and
Hammonds from $1,250,000 to $1,500,000 and of Mr. Kaufman from $1,000,000 to
$1,200,000. The increase was intended to strike a balance between salary and
incentive compensation. Maximum potential bonus amounts for 2000 under the
Senior Executive Performance Plan remained the same as the prior three years.
Salaries for 1999 for senior executive officers were approved by the
Compensation Committee based on review of the Corporation's performance for 1998
applying the same criteria. Salaries and bonuses for 1999 and salaries for 2000
for all other officers were determined by the senior executive officers based on
the same factors used by the Compensation Committee.
LONG TERM COMPENSATION
The Stock Option Committee grants stock options and restricted shares to
executive and other officers and key employees under the Corporation's 1997 Long
Term Incentive Plan.
During 1999, the Stock Option Committee approved annual restricted share
awards to senior executive officers as additional compensation based on the
Corporation's results compared to the goals set forth in its financial plan and
as incentive to remain with the Corporation and for future performance.
Restricted shares are forfeited if the holder's employment terminates other than
as a result of retirement, death or disability, or as otherwise determined by
the Stock Option Committee. The restrictions lapse upon a change in control.
During 1999, the Stock Option Committee also approved additional restricted
share awards, effective in November 1999 and January 2000, to the Corporation's
nine most senior executive officers, including those named in the Summary
Compensation Table, for their contribution to the Corporation's consistent
growth over a long period of time. Since the Corporation's initial public
offering in 1991, the market capitalization of the Corporation has increased
from $1.2 billion to approximately $22 billion at November 16, 1999 (the date
that the Stock Option Committee approved the special awards). Also, the
Corporation has had 36 consecutive quarters of earnings per share growth
averaging 25%, a record no other financial institution and only a few U.S.
publicly-held corporations have achieved. The senior executives who received the
special awards were those most responsible for the Corporation's performance
over this period of time. The number of restricted shares awarded to each senior
executive represented an amount the Stock Option Committee thought appropriate
to recognize the senior executive's contribution to the Corporation's long term
growth. As with other restricted share grants, these shares may not be sold or
transferred during the restricted period and the restrictions will lapse upon
the executive's retirement, death, disability or a change in control of the
Corporation or as otherwise determined by the Stock Option Committee. The Stock
Option Committee does not anticipate granting any additional restricted shares
to the senior executives receiving these shares until 2002. The Summary
Compensation Table includes the annual restricted share awards granted in 1999
for services in 1999 and the special restricted share awards granted in November
1999. It does not include the special restricted share awards granted effective
in
10
<PAGE> 14
January 2000. The value of the special restricted share awards granted effective
in January 2000, based on the market price on the grant date, to each of the
senior executives named in the Summary Compensation Table was: Mr. Lerner,
$10,900,000; Mr. Cawley, $10,900,000; Mr. Cochran, $5,450,000; Mr. Hammonds,
$5,450,000; and Mr. Kaufman, $5,259,250.
The Stock Option Committee granted stock options during 1999 under the
Corporation's 1997 Long Term Incentive Plan for a total of 9,876,500 shares to
approximately 150 officers, including the Corporation's most senior executive
officers. The stock options granted in 1999 to Messrs. Lerner and Cawley were
exercisable immediately. All other stock options granted in 1999 are generally
exercisable in installments over a five-year period. The options were granted
based on the recipient's position and responsibilities with the Corporation. The
Stock Option Committee considered the aggregate options to be outstanding
following the grants as a percentage of total shares and options outstanding.
The Stock Option Committee grants all options with an exercise price equal to
the fair market value of the common stock on the grant date.
Senior executive officers (except Mr. Lerner at his request) participate in
the Corporation's Supplemental Executive Retirement Plan and split dollar life
insurance program. These programs provide retirement benefits for those
participants who remain with the Corporation until retirement (generally at age
60) and provide for loss of benefits if a participant engages in competition
with the Corporation following termination of employment. Senior executive
officers, including Mr. Lerner, also participate in the Corporation's pension
plan. Senior executive officers (except Mr. Lerner at his request) also
participate in the Corporation's deferred compensation plan and its 401(k) plan
and other broad-based benefit plans.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Compensation Committee considers the effect of limitations on
deductibility for federal income tax purposes of compensation in excess of
$1,000,000 paid in a given year to an executive officer named in the Summary
Compensation Table for that year. The Compensation Committee expects that
substantially all of the bonuses paid for 1999 pursuant to the Senior Executive
Performance Plan should be fully deductible. In addition, the Compensation
Committee expects that tax deductions related to exercise of stock options
granted by the Stock Option Committee pursuant to the 1997 Long Term Incentive
Plan will not be subject to limits on deductions. The Corporation does not incur
compensation expense for federal income tax purposes for restricted stock grants
until the restricted shares vest.
James H. Berick, Esq.
Benjamin R. Civiletti, Esq.
Stuart L. Markowitz, M.D.
Michael Rosenthal, Ph.D.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee and Stock Option Committee during
1999 are listed above. No member of the Compensation Committee has served as an
executive officer or employee of the Corporation or served during 1999 as an
executive officer of another entity of which any executive officer of the
Corporation was a director or member of the compensation committee.
Mr. Berick is a partner of Squire, Sanders & Dempsey L.L.P., the successor
to Berick, Pearlman & Mills Co., L.P.A., of which Mr. Berick was Chairman. Mr.
Civiletti is chairman of Venable, Baetjer and Howard, LLP. These law firms are
among those that provide legal services to the Corporation.
11
<PAGE> 15
CERTAIN RELATIONSHIPS
The Corporation's directors, executive officers, certain members of their
immediate families and certain affiliated companies hold credit cards or other
lines of credit issued by the Corporation on the same terms prevailing at the
time for those issued to other persons.
In 1999 the Board of Directors approved a ten-year marketing agreement with
the Cleveland Browns football team, of which Mr. Lerner is Chairman and owner.
The Corporation will pay the Cleveland Browns approximately $3,000,000 per year
for marketing rights. The Corporation believes that the terms of its agreement
with the Browns are fair to the Corporation. The Corporation also has a
five-year lease for one club suite in the Cleveland Browns stadium for
approximately $80,000 per year and a ten-year lease for two suites for
approximately $125,000 each per year, and has purchased season tickets for club
seats and other seats in the stadium primarily through a ten-year lease for
approximately $53,000 per year. Also, in 1999 the Cleveland Browns reimbursed
the Corporation approximately $235,000 for the Corporation's costs of
telecommunication and security consulting services provided at the Cleveland
Browns stadium and its practice facility.
STOCK PERFORMANCE GRAPH
The following chart compares the total return on the Corporation's common
stock from December 31, 1994 through December 31, 1999 to the total return for
the same period of the S&P 500 and S&P Financial Indices. The graph assumes that
the value of the investment in the Corporation's common stock and each index was
$100 at December 31, 1994 and that all dividends were reinvested. While total
return comparisons may be useful to investors in gauging the performance of the
Corporation's common stock, in the opinion of the Corporation's management and
Board of Directors, the total return on the Corporation's common stock may not
necessarily relate directly to the performance of the Corporation's management
and should be used only as one of several important measures including, for
example, net income, managed credit losses, customer retention, future business
development and operating efficiencies.
[LINE GRAPH]
<TABLE>
<CAPTION>
VALUE (IN DOLLARS) MBNA CORPORATION S&P FINANCIALS S&P 500
- ------------------ ---------------- -------------- -------
<S> <C> <C> <C>
December 31, 1994 100 100 100
December 31, 1995 162 154 138
December 31, 1996 279 208 169
December 31, 1997 416 309 226
December 31, 1998 573 344 290
December 31, 1999 637 329 351
</TABLE>
12
<PAGE> 16
At year-end 1999, the total return on the Corporation's common stock from
December 31, 1994 was 537%, compared to the total return on the S&P Financial
Index of 229% and the S&P 500 Index of 251%. The average annual total return on
the Corporation's common stock for this period was 46%. The measurement points
used in the graph and set forth below are based on an initial investment of
$100.
<TABLE>
<CAPTION>
DECEMBER 31, MBNA S&P FINANCIALS S&P 500
- ------------ -------- -------------- --------
<S> <C> <C> <C>
1995 162 154 138
1996 279 208 169
1997 416 309 226
1998 573 344 290
1999 637 329 351
</TABLE>
STOCKHOLDER PROPOSAL
The Corporation has received notice that the following proposal will be
presented at the Annual Meeting. Information on the names, addresses and
beneficial ownership of the Corporation's common stock by the proponent and the
co-sponsors of this proposal will be provided promptly upon receiving an oral
or written request. The Board of Directors disclaims any responsibility for the
content of the proposal and supporting statement set forth below, which is
presented as received from the proponent.
MBNA CORPORATION
DIVERSITY ON THE BOARD OF DIRECTORS
WHEREAS we believe that the Boards of many publicly-held corporations have
benefited from the perspectives brought by their many well-qualified board
members who are women or members of racial minority groups;
WHEREAS MBNA Corporation currently has a distinguished Board of seven
persons, all of whom are white males;
WHEREAS the company's Board does not have a nominating committee composed
of independent directors;
WHEREAS according to a New York Times article (11/8/98), two members of
MBNA's compensation committee work for law firms that provide services to the
company, raising questions about their ability to render independent judgments
of executives' performance for remuneration purposes;
WHEREAS we believe that the Board should take every reasonable step to
ensure that women and persons from minority racial groups are in the pool from
which Board nominees are chosen; therefore be it
RESOLVED that the shareholders request the Board, in connection with its
search for suitable Board candidates, to make greater efforts to ensure that
women and persons from minority racial groups are among those it considers for
nomination to the Board.
SUPPORTING STATEMENT
The presence of women and minority group members on a corporate Board of
Directors is fortunately no longer a novelty. Surveys of companies held in the
sponsor's (a major religious institution with an endowment of almost
$300,000,000) portfolio have revealed that the overwhelming majority of its
American portfolio companies have members who are women and/or minority group
members on their Boards, and many have more than one such Board member.
We believe that the judgments and perspectives that women and members of
minority groups bring to Board deliberations improve the quality of Board
decision making. We therefore urge the corporation to enlarge its search of
qualified Board members by casting a wider net.
13
<PAGE> 17
An April 29, 1999 Wilmington News-Journal editorial written after MBNA's
1999 annual meeting noted that "MBNA's management recommended against voting for
a shareholder-church group proposal that the bank actively diversify its board.
The management said that it only wants to recommend the best qualified
candidates, regardless of race or gender. That sounds reasonable enough until
you stop and think about it. It really seems to say that there are no
minorities nor women qualified to sit on MBNA's board, since there are none."
The proponents of this resolution concur.
This proposal does not require, or even request, that women or members of
minority groups be appointed to the Board, but only that greater efforts be
made to ensure that such persons are included among those considered for
nomination to the Board. We believe that intentional efforts are needed to
identify and recruit talented individuals who might not otherwise be considered
for nomination to the Board--and all too often, such people are women and/or
minority group members.
If you believe that it would be advantageous for our company to make
greater efforts towards the goal of a more diverse Board, please vote "YES."
BOARD OF DIRECTORS' RESPONSE
The same proposal was submitted to a vote of stockholders at last year's
Annual Meeting. The Board of Directors opposed the proposal. The vote was: 17%
for; 82% against and 1% abstained.
As the Board said in response to last year's proposal, the Board seeks to
recommend to the Corporation's stockholders for election to the Board the best
qualified people based on their individual experience and ability without
regard to race, gender or other characteristics. The Board is committed to
considering women and minorities for nomination to the Board if there is a
vacancy. However, to the extent that the proposal seeks to obligate the Board
to nominate women or minorities for election to the Board, it should be
defeated, as it was last year.
The Corporation has been committed since its founding in 1982 to hiring
the best people and treating them as anyone would want to be treated. The
Corporation's commitment extends to treating each person as an important
individual and as absolutely fundamental to its success. The results of this
commitment are reflected in the recognition MBNA has received for its workplace
policies. In 1999, Fortune ranked MBNA tenth in its list of the 100 Best
Companies to Work For in America, and for the sixth consecutive year, Working
Mother magazine named MBNA among the nation's top companies for working
mothers. Additionally, Business Week named MBNA the best company for work and
family.
The Corporation is also committed to providing opportunities for women and
minorities. The Corporation prohibits discrimination in employment on the basis
of gender, race, religion, national origin and physical or mental disability
and it maintains and implements comprehensive voluntary affirmative action
plans. In addition, the Corporation participates in many programs to promote
opportunities or improve education for women, minorities and the disadvantaged.
The programs include, among many others: the University of Delaware Fortune
2000 Program (provides professional opportunities to minorities, including MBNA
employment), St. Benedict's Preparatory School, Newark, New Jersey (MBNA summer
employment experiences and career development assistance to students who are
mostly minorities); INROADS (summer employment at MBNA for minorities); MBNA
Center for Career Excellence (provides educational development opportunities
for MBNA people and local residents, mostly minorities); The Achievers
(developmental program for African Americans sponsored by the Links, Inc. and
Kappa Alpha Psi fraternity) and Black Achievers in Business and Industry Awards
Program (provides mentors for young people to assist them to achieve their
career and educational goals). The MBNA Education Foundation has $60 million in
committed funds for college scholarships and grants to educators to assist
economically disadvantaged children. In addition, MBNA operates programs that
provide employment for developmentally disadvantaged people to help them
develop employment skills while performing meaningful work for the Corporation.
MBNA participates in these programs, and others like them, to ensure that
women, minorities and the developmentally disadvantaged have an opportunity to
14
<PAGE> 18
realize their full potential. MBNA's commitment to these programs demonstrates
its commitment to equal opportunities for women, minorities and the
developmentally disadvantaged.
The News Journal's editorial, quoted in the proponents' supporting
statement, significantly distorts the Board's views. The Board has never said by
its policies or by its actions that there are no women or minorities qualified
to serve as directors of the Corporation. In fact, no director has been added to
the Board since 1993.
Under the current Board's leadership, the Corporation has achieved a record
of consistent, profitable growth since it became a public company in January
1991. Five of the Corporation's seven directors have served as directors since
1991 and two have served since April 1993. During the period since its initial
public offering in January 1991 the Corporation's average annual total return to
stockholders has been 43.5% compared to 21.5% for the S&P 500 Index and to 25%
for the S&P Financial Index. The Corporation has achieved consistent, profitable
growth in each of the 36 quarters since it became a public company, producing
quarterly earnings increases averaging 25% -- a record only a handful of
companies could match. Business Week ranked the Bank as the best performing bank
in the U.S. for 1999 and has also included the Corporation in the Business Week
50 ranking of top performing companies in the S&P 500 -- one of only 11
companies to be so included for each of the four years the rankings have been
published. Keefe Bruyette & Woods Inc. ranked the Bank first among all banks in
earnings growth, with a ten year compounded earnings per share growth rate of
24.2%. American Banker has ranked the Corporation for 9 years as the top
performing bank in return on assets and return on equity.
The Board believes the current number of directors is appropriate and has
no plan to expand the size of the Board. However, if a vacancy occurs on the
Board or the Board determines to expand the size of the Board, the directors
will give equal consideration to women and minorities and others for nomination
for election by the stockholders to the Board.
The affirmative vote of a majority of the votes cast at the meeting is
required to approve the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
INDEPENDENT AUDITORS
The Corporation has retained Ernst & Young LLP as its independent auditors
for 2000. Ernst & Young LLP has served as the independent auditors for the
Corporation since 1991.
Representatives of Ernst & Young LLP will attend the meeting and, while
they do not intend to make a statement, will respond to appropriate questions
directed to them.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals to be included in the Corporation's proxy material
for the 2001 Annual Meeting of Stockholders must be received at the
Corporation's principal executive offices not later than November 17, 2000.
With respect to any other stockholder proposals, a Corporation Bylaw
provides that no business, including a nomination for election as a director,
may be brought before an annual meeting of stockholders by any stockholder
unless the stockholder has given written notice of the business to the
Corporation's Secretary not later than 90 days prior to the anniversary date of
the previous year's annual meeting. For the 2001 Annual Meeting of Stockholders,
this deadline is January 24, 2001. The notice must include certain information
concerning the stockholder, the business the stockholder proposes to bring
before the meeting and, in the case of a nomination for director, the nominee. A
copy of the Bylaw may be obtained from the Secretary of the Corporation at the
address set forth on the first page of this Proxy Statement.
15
<PAGE> 19
OTHER BUSINESS
As of the date of this Proxy Statement, the Corporation does not intend to
bring any other matter before the meeting requiring action of the stockholders,
nor does it have any information that any other matter will be brought before
the meeting. However, if any other matter requiring the vote of the stockholders
properly comes before the meeting, it is the intention of the persons named in
the enclosed form of proxy to vote the proxy in accordance with their best
judgment in the interest of the Corporation.
ANNUAL REPORT ON FORM 10-K
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED FOR A
PROXY, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE CORPORATION'S
ANNUAL REPORT ON FORM 10-K FOR ITS MOST RECENTLY COMPLETED FISCAL YEAR. REQUESTS
SHOULD BE DIRECTED TO JOHN W. SCHEFLEN, SECRETARY, AT THE ADDRESS SET FORTH ON
THE FIRST PAGE OF THIS PROXY STATEMENT.
March 17, 2000
16
<PAGE> 20
[PRINTED ON RECYCLED PAPER LOGO] PRINTED ON RECYCLED PAPER
<PAGE> 21
MBNA CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James II. Berick, Charles M. Cawley and
Benjamin R. Civiletti, and each or any of them, as proxies, with full powers of
substitution, to represent and to vote all shares of the Common Stock of MBNA
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Corporation to be held on April 24, 2000 and at any
adjournment thereof. The undersigned acknowledges receipt of notice of the
meeting and the proxy statement.
The Board of Directors recommends a vote FOR proposal 1.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
to vote for all nominees
listed below
NOMINEES: Alfred Lerner, Charles M. Cawley, James H. Berick, Benjamin R.
Civiletti, Randolph D. Lerner, Stuart L. Markowitz, Michael Rosenthal.
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike out that nominee's name.
The Board of Directors recommends a vote AGAINST proposal 2.
2. STOCKHOLDER PROPOSAL
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on reverse side)
<PAGE> 22
(continued from front)
3. Transaction of whatever other business may properly be brought before the
meeting.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder:
If no direction is made, this proxy will be voted FOR Proposal 1 and AGAINST
Proposal 2.
Please sign exactly as name appears below. When shares are held jointly, any
co-owner may sign unless the Secretary of the Corporation has been given notice
to the contrary and has been furnished with a copy of the order or instrument
which so provides. When signing as attorney, executor, administrator, trustee or
guardian, [please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Dated: , 2000
-----------------------------
Signature:
-------------------------------
-----------------------------------------
Please mark, sign, date and return this
proxy card promptly in the enclosed
envelope.
