<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 [ ]
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
Wilmington Trust 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)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
[WILMINGTON TRUST LOGO]
AND
PROXY STATEMENT
Dear Wilmington Trust Shareholder:
On Thursday, May 11, 2000, Wilmington Trust Corporation will hold its 2000
Annual Shareholders' Meeting at the Wilmington Trust Plaza, Mezzanine Level, 301
West Eleventh Street, Wilmington, Delaware. The meeting will begin at 10:00 a.m.
Only shareholders who owned stock at the close of business on March 13,
2000 can vote at the meeting or any adjournment. At the meeting, we will:
1. Elect five directors;
2. Approve our 2000 Employee Stock Purchase Plan; and
3. Attend to other business properly presented at the meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE TWO
PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
At the meeting, we also will report on our 1999 business results and other
matters of interest to shareholders.
We are enclosing with this proxy statement a copy of our 1999 Annual Report
to Shareholders. The approximate date this proxy statement and card(s) are being
mailed is March 22, 2000.
By Order of the Board of Directors
/s/ Ted T. Cecala
Ted T. Cecala,
Chairman of the Board and
Chief Executive Officer
March 13, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Questions and Answers....................................... 1
Proposals You May Vote On................................... 3
Nominees for the Board of Directors......................... 4
Committees of the Board of Directors........................ 7
Directors' Compensation..................................... 9
Executive Officers Who are Not Directors.................... 9
Directors' and Executive Officers' Ownership of Wilmington
Trust Stock............................................... 11
Wilmington Trust Stock Held in A Fiduciary Capacity......... 12
Executive Compensation...................................... 13
Compensation Committee Interlocks and Insider
Participation............................................. 20
Section 16(a) Beneficial Ownership Reporting Compliance..... 20
Transactions with Management................................ 20
Approval of the 2000 Employee Stock Purchase Plan........... 21
Availability of Form 10-K................................... 22
</TABLE>
i
<PAGE> 4
QUESTIONS AND ANSWERS
1. Q: WHAT MAY I VOTE ON?
A: - The election of five nominees to serve on our Board of Directors; and
- The approval of our 2000 Employee Stock Purchase Plan.
2. Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A: Your Board recommends a vote FOR each of the nominees and FOR the
approval of our 2000 Employee Stock Purchase Plan.
3. Q: WHO IS ENTITLED TO VOTE?
A: Shareholders as of the close of business on March 13, 2000 (the "Record
Date") are entitled to vote at the Annual Meeting.
4. Q: HOW DO I VOTE?
A: Please sign and date each proxy card you receive and return it in the
prepaid envelope. If you return your signed proxy card but do not mark
the boxes showing how you wish to vote, your shares will be voted FOR
the two proposals. You have the right to revoke your proxy at any time
before the meeting by:
- Notifying our Secretary;
- Voting in person; or
- Returning a later-dated proxy card.
5. Q: WHO WILL COUNT THE VOTE?
A: Norwest Bank Minnesota, National Association will count the votes.
Messrs. James C. Stewart and Philip C. Collins will act as inspectors
of election.
6. Q: HOW MANY SHARES CAN VOTE?
A: As of the Record Date, 32,222,067 shares of our common stock were
issued and outstanding. Every shareholder of our common stock as of the
Record Date is entitled to one vote for each share held.
7. Q: WHAT IS A "QUORUM"?
A: A "quorum" is a majority of the outstanding shares. They may be present
at the meeting or represented by proxy. There must be a quorum for the
meeting to be held. A proposal, other than for election of directors,
must receive the vote of more than 50% of our outstanding shares to be
adopted. A proposal for election of directors must receive a plurality
of the shares at the meeting to be adopted. If you submit a properly
executed proxy card you will be considered part of the quorum even if
you abstain from voting. In addition, shares represented by "broker
non-votes" will be considered part of the quorum. Abstentions are not
counted in tallying votes. A WITHHELD vote is the same as an
abstention.
8. Q: HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A: We do not know of any business to be considered at our 2000 Annual
Meeting other than the proposals described in this proxy statement.
However, if any other business is presented at the Annual Meeting, your
signed proxy card gives authority to David R. Gibson, our Senior Vice
President and Chief Financial Officer, and Thomas P. Collins, our Vice
President and Secretary, to vote on those matters at their discretion.
1
<PAGE> 5
9. Q: WHEN ARE SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING DUE?
A: You must submit any shareholder proposal to be considered for inclusion
in next year's proxy statement in writing to Mr. Thomas Collins at
Wilmington Trust Corporation, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890 by January 10, 2001. Our advance
notice bylaw provisions require that any shareholder proposal to be
presented from the floor of the 2001 Annual Meeting other than to elect
directors must be submitted in writing to Mr. Collins at the above
address by March 12, 2001. That notice must include a brief description
of the business desired to be brought before the meeting, the
shareholder's name and address, the number and class of shares the
shareholder holds, and any material interest the shareholder has in
that business.
10. Q: CAN A SHAREHOLDER NOMINATE SOMEONE TO BE A DIRECTOR OF WILMINGTON
TRUST?
A: As a shareholder, you may recommend a person as a nominee for director
of Wilmington Trust by writing to Mr. Thomas Collins at the above
address. We must receive recommendations by March 12, 2001 for the 2001
Annual Meeting. These recommendations must include the information
required in the response to Question 9 above as well as the nominee's
name and address, a representation that the shareholder is a
recordholder of our stock or holds our stock through a broker and
intends to appear in person or by proxy at our 2001 Annual Meeting to
nominate the person, information regarding the nominee that would be
required to be included in our proxy statement, a description of any
arrangement or understanding between the shareholder and that nominee,
and the written consent of the nominee to serve as a director if
elected.
11. Q: HOW MUCH DID THIS PROXY SOLICITATION COST?
A: We hired Morrow and Co., Inc. to assist in distributing proxy materials
and soliciting votes for $6,000, plus estimated out-of-pocket expenses
of $20,000. We also reimburse brokerage houses and other custodians,
nominees, and fiduciaries for their reasonable out-of-pocket expenses
in forwarding proxy and solicitation materials to shareholders.
2
<PAGE> 6
PROPOSALS YOU MAY VOTE ON
1. ELECTION OF DIRECTORS
There are five nominees in our Class of 2000 for election as directors this
year. We have provided detailed information on each on page 4. Each class of
directors is elected for a three-year term. If any director is unable to stand
for re-election, your Board may reduce its size or designate a substitute. If a
substitute is designated, proxies voting on the original director candidate will
be cast for the substituted candidate.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE DIRECTORS.
2. APPROVAL OF 2000 EMPLOYEE STOCK PURCHASE PLAN
Our Compensation Committee and your Board have approved our 2000 Employee
Stock Purchase Plan to encourage our employees to become shareholders and
motivate them to achieve our long-term business objectives. We have provided
detailed information about this plan on pages 21 and 22 and in Exhibit A.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PLAN.
3
<PAGE> 7
NOMINEES FOR THE BOARD OF DIRECTORS
CLASS OF 2003
VOTING IS FOR THIS CLASS
<TABLE>
<S> <C> <C>
Ted T. Cecala............... Director since 1996 Mr. Cecala became a director, Chairman of
Age 50 the Board, and Chief Executive Officer of
Wilmington Trust in 1996. He previously
served as our Executive Vice President and
Chief Financial Officer from 1990 to 1995.
Mr. Cecala also serves as a member of the
Board of Managers of Cramer Rosenthal
McGlynn, LLC and Roxbury Capital
Management, LLC.
Richard R. Collins.......... Director since 1989 Mr. Collins became Chairman of Collins,
Age 63 Inc., a consulting firm for various insurance
industry associations and financial and
non-financial companies focusing on
international expansion, in 1993. He also
is a consultant for American Life
Insurance Company. Mr. Collins previously
served as Chief Executive Officer and
Chief Operating Officer of that company
from 1981 to 1992.
Hugh E. Miller.............. Director since 1982 Mr. Miller retired as Vice Chairman of ICI
Age 64 Americas in 1990. He served with its parent,
Imperial Chemical Industries PLC, for 20
years until 1990, including management
positions in Europe and the United States.
Mr. Miller also serves as Chairman and a
director of MGI Pharma, Inc.
David P. Roselle............ Director since 1991 Mr. Roselle has served as President of the
Age 60 University of Delaware since 1990.
Thomas P. Sweeney........... Director since 1983 Mr. Sweeney has served as a member in the
Age 63 law firm of Richards, Layton & Finger, P.A.
since 1967.
</TABLE>
Mary Jornlin-Theisen, a director since 1981, and Andrew P. Kirkpatrick,
Jr., a director since 1983, will not stand for re-election in compliance with
our Bylaws, which provide generally that no person who has attained the age of
69 may be nominated for election to our Board.
The following individuals currently serve as directors in the two other
classes. Their terms will end at the annual meetings in 2001 and 2002,
respectively.
4
<PAGE> 8
CLASS OF 2001 -- ONE-YEAR TERM REMAINING
THIS CLASS WAS ELECTED AT THE 1998 ANNUAL MEETING
<TABLE>
<S> <C> <C>
Charles S. Crompton Jr...... Director since 1982 Mr. Crompton is of counsel in the law
Age 63 firm of Potter, Anderson & Corroon since
January 2000. He previously served as a
partner in that firm from 1966 to 1999.
H. Stewart Dunn Jr. ........ Director since 1988 Mr. Dunn has served as a partner in the law
Age 70 firm of Ivins, Phillips & Barker since 1962.
Edward B. du Pont........... Director since 1986 Mr. du Pont is a private investor and a
Age 65 director of E.I. du Pont de Nemours and Company.
R. Keith Elliott............ Director since 1997 Mr. Elliott has served as Chairman of the
Age 57 Board of Hercules Incorporated since 1996. He
served as Chairman of the Board and Chief
Executive Officer of that company from
1996 to 1999, President and Chief
Operating Officer of that company from
1995 to 1996, and Executive Vice President
and Chief Financial Officer of that
company from 1991 to 1995. Mr. Elliott is
a director of that company, PECO Energy,
and Computer Task Group. He will retire
from Hercules and its Board of Directors
on April 1, 2000.
Stacey J. Mobley............ Director since 1991 Mr. Mobley became Senior Vice President,
Age 54 General Counsel, and Chief Administrative
Officer of E.I. du Pont de Nemours and
Company in 2000. He previously served as
Senior Vice President, External Affairs,
of that company from 1992 to 1999.
H. Rodney Sharp III......... Director since 1998 Mr. Sharp served in several management
Age 63 positions at E.I. du Pont de Nemours and Company from
1961 to 1991, and retired from that
company in 1991. He is a director of that
company.
</TABLE>
5
<PAGE> 9
CLASS OF 2002 -- TWO-YEAR TERM REMAINING
THIS CLASS WAS ELECTED AT THE 1999 ANNUAL MEETING
<TABLE>
<S> <C> <C>
Carolyn S. Burger........... Director since 1991 Ms. Burger became a principal in CB
Age 59 Associates, Inc., a consulting firm specializing in
legislation, technology deployment for
senior executives, and executive coaching,
in 1996. She served as President and Chief
Executive Officer of Bell
Atlantic -- Delaware, Inc. from 1991 to
1996. Ms. Burger also is a director of PJM
Interconnection, L.L.C.
Robert V.A. Harra Jr. ...... Director since 1996 Mr. Harra has served as a director,
Age 50 President, Chief Operating Officer, and Treasurer of
Wilmington Trust since 1996. He previously
served as our Executive Vice President and
Treasurer from 1992 to 1995.
Rex L. Mears................ Director since 1992 Mr. Mears has served as President of Ray S.
Age 58 Mears and Sons, Inc., a family corporation, since
1967.
Leonard W. Quill............ Director since 1990 Mr. Quill retired as Chairman of the Board
Age 68 and Chief Executive Officer of Wilmington Trust
in 1996. He had held those positions since
1995. He previously served as Chairman of
the Board, President, and Chief Executive
Officer of Wilmington Trust since 1992.
Robert W. Tunnell Jr........ Director since 1992 Mr. Tunnell became managing partner of
Age 45 Tunnell Companies, an owner and developer of real
estate, in 1981.
</TABLE>
6
<PAGE> 10
COMMITTEES OF THE BOARD OF DIRECTORS
Our full Board considers all major decisions of Wilmington Trust. However,
the Board has established the following four standing committees so that certain
important areas can be addressed in more depth than may be possible at full
Board meetings:
- The Executive Committee exercises most of the Board's authority between
Board meetings. It consists of six permanent members plus three members
of the Board selected to serve on the committee on a rotating basis for
six months at a time.
- The Audit Committee examines our Audit Division and its accounting
processes and reporting systems, assesses the adequacy of internal
controls and risk management, reviews examination reports of governmental
agencies and independent auditors, and makes recommendations on those to
the Board. It consists of five members, none of whom is an employee of
Wilmington Trust.
- The Compensation Committee in general advises on salaries and employee
benefits, and administers our executive incentive plan and stock option
plans. It consists of five members, none of whom is an employee of
Wilmington Trust. That committee's report on executive compensation
appears on pages 17 to 19 below.
- The Nominating and Corporate Governance Committee provides counsel and
makes recommendations to the Chairman of the Board and the full Board
with respect to the performance of the Chairman and Chief Executive
Officer, candidates for membership on the Board and its committees,
matters of corporate governance, succession planning for our executive
management, and significant shareholder relations issues. It consists of
six members.
The table on the following page provides information about our Board
committee membership during 1999 and through January 31, 2000.
7
<PAGE> 11
BOARD COMMITTEE MEMBERSHIP
<TABLE>
<CAPTION>
NOMINATING
AND
CORPORATE
NAME AUDIT COMPENSATION EXECUTIVE GOVERNANCE
- ---- ----- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Carolyn S. Burger............................. X X
Ted T. Cecala................................. X* **
Richard R. Collins............................ X X X(Rotating)
Charles S. Crompton Jr........................ X X
H. Stewart Dunn Jr............................ X(Rotating) X
Edward B. du Pont............................. X(Rotating)
R. Keith Elliott.............................. X X(Rotating) X
Robert V.A. Harra Jr.......................... X
Andrew P. Kirkpatrick, Jr..................... X(Rotating)
Rex L. Mears.................................. X(Rotating) X*
Hugh E. Miller................................ X* X
Stacey J. Mobley.............................. X X(Rotating)
David P. Roselle.............................. X* X X(Rotating)
Thomas P. Sweeney............................. X X
Mary Jornlin Theisen.......................... X
Robert W. Tunnell Jr.......................... X X(Rotating)
-------------------------------------------------
Number of meetings in 1999.................... 3 5 5 2
</TABLE>
- ---------------
* Chairperson
** Mr. Cecala attended two meetings of this Committee in 1999.
Messrs. Collins, DuPont, and Mobley and Ms. Theisen attended less than 75%
of the Board meetings and the meetings of the committees on which they served in
1999.
8
<PAGE> 12
DIRECTORS' COMPENSATION
We pay our outside directors an annual retainer of $15,000 in addition to a
$1,200 fee for each Board meeting they attend. We also pay them a $1,000 fee for
each committee meeting they attend. We held a total of eight Board meetings and
15 committee meetings in 1999.
We pay each director the first half of the annual retainer in our common
stock. In addition, each director may elect to receive the balance of the annual
retainer in our common stock. Under our Directors' Deferred Fee Plan, directors
can elect each year to defer receipt of the cash portion of their directors'
fees until they are no longer a director. If a director elects to defer receipt
of his or her directors' fees, the director may elect to earn a yield on the
deferred portion based on (1) yields we pay on certain of our deposit products
and/or (2) changes in the price of our common stock, together with dividends on
that stock.
Directors who are also officers of Wilmington Trust do not receive any
additional compensation for service on any committee.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following contains information about our executive officers who are not
directors.
<TABLE>
<S> <C> <C>
Robert J. Christian....... Executive Officer Mr. Christian became a member of Wilmington
Age 50 Since 1996 Trust's Management Committee and a Senior Vice
President of Wilmington Trust Company, our
principal banking subsidiary ("WTC"), in its
Asset Management Department in 1996. He
previously served as President and Chief
Investment Officer of PNC Asset Management
Group from 1994 to 1996 and as Chief
Investment Officer of PNC Bank Corp. from 1992
to 1996.
Howard K. Cohen........... Executive Officer Mr. Cohen became a member of Wilmington Trust's
Age 51 since 1992 Management Committee and a Senior Vice
President of WTC in its Corporate Financial
Services Department in 1992.
William J. Farrell II..... Executive Officer Mr. Farrell became a member of Wilmington
Age 41 Since 1993 Trust's Management Committee and a Senior Vice
President of WTC in its Trust Operations and
Systems Development Department in 1993. In
1998, he also assumed oversight over all areas
of WTC's Information Technology Department.
David R. Gibson........... Executive Officer Mr. Gibson became Senior Vice President and
Age 42 Since 1992 Chief Financial Officer of Wilmington Trust in
1997 and of WTC in 1996. He previously served
as Senior Vice President of WTC in its Finance
Department from 1992 to 1997.
Hugh D. Leahy Jr. ........ Executive Officer Mr. Leahy became a member of Wilmington Trust's
Age 52 Since 1992 Management Committee and Senior Vice President
of WTC in its Personal Banking Department in
1992.
Robert A. Matarese........ Executive Officer Mr. Matarese became a member of Wilmington
Age 53 Since 1990 Trust's Management Committee in 1991 and Senior
Vice President of WTC in its Commercial
Banking Department in 1990.
Ronald K. Pendleton....... Executive Officer Mr. Pendleton became Wilmington Trust's auditor
Age 50 Since 1991 in 1991.
</TABLE>
9
<PAGE> 13
<TABLE>
<S> <C> <C>
Rita C. Turner............ Executive Officer Ms. Turner became a member of Wilmington Trust's
Age 45 Since 1996 Management Committee and Senior Vice President
of WTC in its Marketing Department in 1996.
She previously served as Vice President of WTC
in its Marketing Division from 1985 to 1996.
Rodney P. Wood............ Executive Officer Mr. Wood became a member of Wilmington Trust's
Age 39 Since 1999 Management Committee and Senior Vice President
of its Private Client Advisory Services
Department in 1999. Prior to joining
Wilmington Trust, he served as First Vice
President of Comerica Incorporated in its
private banking department from 1992 to 1999.
</TABLE>
10
<PAGE> 14
DIRECTORS' AND EXECUTIVE OFFICERS' OWNERSHIP OF WILMINGTON TRUST STOCK
The following table shows how much of our stock each director and each of
our five most highly compensated officers during 1999 (the "Named Executive
Officers") owned, as well as the total stock all directors and executive
officers owned, as of January 31, 2000. Except as indicated below, no director
or executive officer owns more than one percent of our stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL SHARES
------------------------------------------------
VOTING
(NUMBER OF AND/OR PHANTOM
SHARES) INVESTMENT RIGHT TO % OF STOCK
DIRECT(1) POWER(2) ACQUIRE(4) TOTAL CLASS UNITS(5)
---------- ---------- ---------- --------- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
C. S. Burger.................. 2,114 2,114
T.T. Cecala................... 109,234 185,316 294,555
R.J. Christian................ 4,733 46,356 51,089
R.R. Collins.................. 1,963 1,961 3,924
C.S. Crompton Jr.............. 2,860 2,860 1,448.07
H.S. Dunn Jr.................. 14,188 14,188
E.B. duPont................... 8,937 1,087,840(3) 1,096,777 3.4%
R.K. Elliott.................. 615 615
W. J. Farrell II.............. 9,159 576 87,969 97,704
R.V.A. Harra Jr............... 122,093 650 129,848 252,591
A.B. Kirkpatrick Jr........... 6,208 6,208
R.A. Matarese................. 31,561 5,735 34,035 71,331
R.L. Mears.................... 1,818 1,818
H.E. Miller................... 1,108 5,800 6,908 1,887.01
S.J. Mobley................... 1,208 1,208 939.39
L.W. Quill.................... 69,679 167,173 236,852
D.P. Roselle.................. 3,005 3,005
H.R. Sharp III................ 1,911 1,055,840(3) 1,057,751 3.3%
T.P. Sweeney.................. 8,191 8,191 1,551.68
M.J. Theisen.................. 4,830 8,000 12,830 529.28
R.W. Tunnell Jr. ............. 11,315 5,463 16,778
Directors, Nominees, And
Executive Officers as a
Group (26 persons).......... 455,921 2,339,732 696,998 2,436,816 7.5% 6,355.43
======= ========= ======= ========= === ==========
</TABLE>
- ---------------
(1) This column includes stock held by directors and executive officers or
certain members of their immediate families.
(2) This column includes stock for which directors or executive officers are
deemed to have sole or shared voting power.
(3) Since they may be deemed to share voting and/or investment power directly or
indirectly, Messrs. duPont and Sharp are listed as beneficial owners of the
same 1,055,840 shares. However, these shares are reported only once in the
total for directors and executive officers as a group.
(4) This column includes shares which directors or executive officers have the
right to acquire within 60 days after December 31, 1999.
(5) These phantom stock units were acquired in lieu of directors' fees. Their
value is based on the market price of our common stock, together with
dividends on that stock. The units can be redeemed only for cash following
termination of the individual's service as a director, and do not have
voting rights.
11
<PAGE> 15
WILMINGTON TRUST STOCK HELD IN A FIDUCIARY CAPACITY
On January 31, 2000, certain of our subsidiaries held shares of our common
stock in a fiduciary capacity as follows:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER TOTAL SHARES
OF SHARES OUTSTANDING
--------- ------------
<S> <C> <C>
Category #1 -- Shares which Wilmington Trust may vote in its
sole discretion........................................... 1,974,399 6.11%
Category #2 -- Shares which Wilmington Trust may vote only
on the direction of someone else.......................... 2,327,223 7.20%
Category #3 -- All other shares Wilmington Trust holds...... 406,171 1.26%
</TABLE>
We will calculate the number of shares we hold in each category as of the Record
Date. These will be voted as follows:
Category #1 -- Will be voted by the relevant fiduciary area.
Category #2 -- Will be voted in accordance with the direction given by
someone other than a fiduciary area.
Category #3 -- Will be voted by the relevant fiduciary area.
Although none of our fiduciary areas has yet considered the proposals in
this proxy statement, as a matter of policy our fiduciary areas tend to support
management of the companies in which they have invested.
12
<PAGE> 16
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table presents information about compensation Wilmington
Trust awarded over the last three years to the Named Executive Officers.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
- -------------------------------------------------------------------------------------------------
(a) (b) (e) (f)
(c) (d) SECURITIES ALL OTHER
SALARY BONUS(1) UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)(2)
--------------------------- ---- ------ -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Ted T. Cecala.................... 1999 $ 505,673 $482,983 30,000 $6,597
Chairman of the Board 1998 $ 476,667 $533,521 12,500 $6,328
and Chief Executive Officer 1997 $ 425,000 $403,604 15,000 $8,784
Robert V. A. Harra, Jr. ......... 1999 $ 387,404 $303,089 15,000 $6,568
President, Chief Operating 1998 $ 372,500 $341,668 10,000 $8,421
Officer, and Treasurer 1997 $ 356,667 $319,985 12,500 $8,184
Robert J. Christian.............. 1999 $ 236,821 $128,104 10,000 $6,473
Senior Vice President 1998 $ 227,250 $184,132 6,000 $7,010
1997 $ 217,917 $183,485 10,000 $6,853
Robert A. Matarese............... 1999 $ 223,202 $131,828 9,000 $7,131
Senior Vice President 1998 $ 215,333 $148,419 6,000 $6,893
1997 $ 205,500 $175,919 7,500 $6,733
William J. Farrell, II........... 1999 $ 203,021 $140,638 10,000 $6,918
Senior Vice President 1998 $ 190,833 $152,025 6,000 $6,655
1997 $ 155,666 $129,425 7,500 $6,124
Total salary, bonus, and other 1999 $2,776,450 Percentage of 2.59%
compensation for Named 1998 $2,877,655 net income 2.52%
Executive Officers (3) 1997 $2,670,485 2.52%
</TABLE>
- ---------------
(1) Includes awards made under Wilmington Trust's Executive Incentive Plan and
its predecessor (described on pages 18 and 19 below) and Profit-Sharing
Bonus Plan (described on page 18 below) in respect of services performed
during the year.
(2) Represents: (a) Wilmington Trust's contributions to its 401-K Thrift Savings
Plan of $3,134 for Mr. Cecala, $3,088 for Mr. Harra, $4,000 for Mr.
Christian, and $4,800 for each of Messrs. Matarese and Farrell in 1999;
$3,239 for Mr. Cecala and $4,800 for each of the other Named Executives
Officers in 1998; and $4,750 for each of the Named Executive Officers in
1997; and (b) premiums we paid for term life insurance for Mr. Cecala of
$3,463 in 1999, $3,089 in 1998, and $4,034 in 1997; Mr. Harra of $3,480 in
1999, $3,620 in 1998, and $3,434 in 1997; Mr. Christian of $2,473 in 1999,
$2,210 in 1998, and $2,103 in 1997; Mr. Matarese of $2,331 in 1999, $2,083
in 1998, and $1,983 in 1997; and Mr. Farrell of $2,118 in 1999, $1,855 in
1998, and $1,374 in 1997.
(3) Numbers in this table for 1997 and 1998 include salary, bonus, and other
compensation paid to George W. Helme, IV, who was Senior Vice President
during those years, but do not include those for Mr. Farrell.
13
<PAGE> 17
OPTION GRANT TABLE
The following table presents additional information about the option awards
in the Summary Compensation Table for 1999.(1)
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
- ----------------------------------------------------------------------------------- -----------------------
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO ALL EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ---------- -------------- ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Ted T. Cecala........... 30,000 7.5% $57.5625 2/17/2009 $1,086,122 $2,752,194
Robert V. A. Harra,
Jr. .................. 15,000 3.8% $57.5625 2/17/2009 $ 543,011 $1,376,097
Robert J. Christian..... 10,000 2.5% $57.5625 2/17/2009 $ 362,007 $ 917,398
Robert A. Matarese...... 9,000 2.3% $57.5625 2/17/2009 $ 325,807 $ 825,658
William J. Farrell,
II.................... 10,000 2.5% $57.5625 2/17/2009 $ 362,007 $ 917,398
</TABLE>
- ---------------
(1) These options vest three years after grant, expire ten years after grant,
and may be terminated earlier (a) at the termination of the officer's
employment if his or her employment ceases for any reason other than
retirement, death, or disability or (b) upon the earlier of (1) the end of
the option's term or (2) three years after the officer's death, retirement,
or disability.
(2) These values are computed on a pre-tax basis.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table presents information about (1) options exercised during
1999 by the Named Executive Officers and (2) the amount and value of unexercised
options as of December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
(a) (b) (c) (e)
(d) VALUE OF
NUMBER OF UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-
ACQUIRED ON FISCAL YEAR-END(#) END($)(2)
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Ted T. Cecala....................... 4,036 $ 142,625 153,729/34,087 $2,817,065/6,875
Robert V. A. Harra, Jr. ............ 5,000 $ 201,250 104,848/27,500 $1,954,080/6,875
Robert J. Christian................. 10,179 $ 296,463 27,856/18,500 $ 336,143/6,875
Robert A. Matarese.................. 90,934 $3,468,154 19,035/17,500 $ 300,145/6,875
William J. Farrell, II.............. 1,000 $ 27,500 75,382/14,087 $1,387,465/6,875
</TABLE>
- ---------------
(1) Value realized reflects the difference between the market value of our stock
on the date the option was exercised and the exercise price, multiplied by
the number of shares acquired upon exercise.
(2) These values are computed on a pre-tax basis, and are calculated using the
last sale price of our stock on December 31, 1999.
14
<PAGE> 18
CHANGE IN CONTROL AGREEMENTS
We have entered into change in control agreements with our 10 executive
officers. These provide severance pay and continuation of certain benefits if a
"Change in Control" occurs. To receive benefits under the agreements, an
executive officer's employment must be terminated involuntarily, either actually
or constructively, without cause within two years after a Change in Control.
In general, the agreements deem a "Change in Control" to have occurred if
any of the following happens:
- We or WTC consolidate or merge with a third party;
- We or WTC transfer substantially all assets to a third party or
completely liquidate or dissolve;
- A third party acquires any combination of beneficial ownership of and
voting proxies for more than 15% of our or WTC's voting stock or the
ability to control the election of our directors or our management or
policies;
- The persons serving as our directors on February 29, 1996, and those
replacements or additions subsequently nominated by that Board or by
persons nominated by them, are no longer at least a majority of our
Board; or
- A regulatory agency determines that a change in control of Wilmington
Trust has occurred.
Under these agreements, the officer is entitled to severance pay in a lump
sum of 115% times three years' of the officer's highest base salary in the 12
months preceding the termination of his or her employment, discounted to present
value. In addition, the officer generally would receive medical, life,
disability, health-and-accident, profit-sharing, and retirement benefits at our
expense for three years.
PENSION BENEFITS
The table on the next page shows the estimated annual retirement benefits
payable to a covered participant based on the final average pay formulas of our
Pension Plan and Supplemental Executive Retirement Plan.
PENSION TABLE(1)
<TABLE>
<CAPTION>
ANNUAL RETIREMENT BENEFITS WITH YEARS OF SERVICE INDICATED ON DECEMBER 31, 1999
AVERAGE ANNUAL ---------------------------------------------------------------------------------
EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- -------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 33,608 $ 40,487 $ 47,767 $ 55,445 $ 64,921 $ 76,114
$ 400,000 120,000 160,000 200,000 240,000 240,000 240,000
$ 600,000 180,000 240,000 300,000 360,000 360,000 360,000
$ 800,000 240,000 320,000 400,000 480,000 480,000 480,000
$1,000,000 300,000 400,000 500,000 600,000 600,000 600,000
$1,200,000 360,000 480,000 600,000 720,000 720,000 720,000
$1,400,000 420,000 560,000 700,000 840,000 840,000 840,000
</TABLE>
- ---------------
(1) The table above reflects annual retirement benefits with years of service
indicated on December 31, 1999. The benefits listed in the table are not
subject to deduction for Social Security or other offset amounts. The Social
Security-covered compensation level and the primary insurance amount are
based on reaching age 65 on December 31, 1999.
The estimated years of credited service under the Pension Plan and the SERP
through December 31, 1999 for each of the Named Executive Officers are: Mr.
Cecala -- 20.3 years; Mr. Harra -- 28.6 years; Mr. Christian -- 3.9 years;
Mr. Matarese -- 30.5 years; and Mr. Farrell -- 23.5 years.
15
<PAGE> 19
We provide retirement benefits for employees, including executive officers.
The normal retirement benefit for executive officers is the sum of benefits
provided by our Pension Plan and the SERP. The normal annual retirement benefit
from the Pension Plan is the greater of:
(a) 1.5% of the officer's average annual earnings for the five-year period
ending December 31, 1993, multiplied by years of service as of December
31, 1993; or
(b) (1) 1.5% of the officer's average annual earnings for the five-year
period ending December 31, 1987, less 1.25% of the Social Security
Primary Insurance Amount (the "PIA") as of December 31, 1987, all
multiplied by years of service as of December 31, 1987; plus (2) 1.0%
of the officer's earnings during 1988 up to one-half of the 1988 Social
Security taxable wage base, plus 1.8% of earnings during 1988 in excess
of one-half of the 1988 Social Security taxable wage base; plus (3) for
each year after 1988, 1.25% of the officer's earnings in that year up
to one-half of the Social Security taxable wage base for that year (the
"SSTWB"), plus 1.6% of earnings during that year in excess of one-half
of the SSTWB.
For purpose of determining amounts to which participants are entitled under
the Pension Plan, for years before 1994, earnings include base salary and
amounts paid under our Profit-Sharing Bonus Plan, but do not include incentive
payments. For years after 1993, earnings also include incentive payments other
than amounts paid under the executive incentive plans. The normal form of
pension provided under the Pension Plan is a 50% joint and survivor benefit. For
purposes of determining benefit accruals under the Pension Plan, current law
limits earnings to $160,000.
The normal monthly retirement benefit from the SERP is 60% of the officer's
average monthly earnings for the 60-month period ending with his or her
retirement date, multiplied by a fraction the numerator of which is the
officer's years of credited service at retirement and the denominator of which
is 30. All such amounts are reduced by benefits payable from the Pension Plan.
For purposes of determining amounts to which participants are entitled
under the SERP, average monthly earnings include base salary and amounts paid
under the profit-sharing bonus plan and our executive incentive plans. The SERP
pays a monthly pension, beginning at the same time the officer begins to receive
his or her Pension Plan benefit, in the form of a single life annuity or a 50%
joint and survivor annuity. Forty percent of benefits under the SERP first vest
after five years' participation in the plan, and the balance vest at the rate of
one-tenth per year thereafter, but all such benefits accelerate and vest in full
(a) upon reaching 55 with ten years participation or (b) in the event of a
"Change in Control" as that term is defined in the change in control agreements
discussed on page 15.
16
<PAGE> 20
STOCK PERFORMANCE GRAPH
The line graph below compares cumulative total stockholder return (1) over
the past five years for our common stock with (a) all companies in the Standard
and Poors' 500 Index and (b) institutions in the Keefe, Bruyette & Woods 50 Bank
Index.(2)
STOCK PERFORMANCE GRAPH
TOTAL RETURN -- WEIGHTED FOR MARKET CAPITALIZATION
<TABLE>
<CAPTION>
KEEFE, BRUYETTE & S&P 500 INDEX
WILMINGTON TRUST WOODS, 50 BANK -------------
CORPORATION INDEX
---------------- -----------------
<S> <C> <C> <C>
12/31/94 100 100 100
12/31/95 140.86 160.16 137.58
12/31/96 186.09 226.56 169.17
12/31/97 300.50 331.21 225.61
12/31/98 304.26 358.63 290.08
12/31/99 246.37 346.18 351.12
</TABLE>
Assumes an initial investment of $100 on 12/31/94
Notes to Stock Performance Graph
(1) Cumulative total stockholder return includes appreciation in stock price and
assumes the reinvestment of dividends.
The graph reflects appreciation in stock price assuming an initial investment of
$100 at the close of business on December 31, 1994. The table below the graph
reflects the graph's data points.
(2) The Keefe, Bruyette & Woods 50 Bank Index is a
market-capitalization-weighted bank stock index that includes all money center
banks and most major regional banks, and is meant to be representative of the
stock price performance of large banks throughout the United States.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General
We award compensation to executive officers to assure that we can continue
to be able to attract, motivate, and retain executives of outstanding abilities.
To achieve this, we provide compensation for executive officers at levels
broadly comparable to those earned by executive officers at institutions with
17
<PAGE> 21
comparable characteristics and financial performance. In compensating our
executive officers, we take into account the performance of those institutions
compared to ours. We generally compare our return on assets, return on equity,
and growth in earnings per share to the corresponding performance of those
institutions.
Our executive compensation program also rewards executive officers for
their efforts to enhance shareholder value, including through their long-term
strategic management. We do this by providing executive officers with ownership
interests in Wilmington Trust through stock options. Since the ultimate value of
the stock made available through options depends on our success, stock options
provide executive officers with continuing incentives long after the award is
granted.
The key elements of our compensation program for executive officers are
base salary, the Profit-Sharing Bonus Plan, the Executive Incentive Plan, and
stock options. The Compensation Committee's policies with respect to each of
these elements, including the bases for the compensation awarded to Mr. Cecala,
are discussed below. The Compensation Committee takes into account the full
compensation package Wilmington Trust provides each individual, including
pension, insurance, and other benefits, in addition to the programs described
below. In reviewing the performance of Wilmington Trust's executive officers
other than Messrs. Cecala and Harra, the Compensation Committee takes their
views into account. In reviewing Mr. Harra's performance, the Compensation
Committee takes Mr. Cecala's views into account.
Base Salaries
We determine base salaries for each executive officer by evaluating his or
her responsibilities and performance and experience in rendering that
performance. We also consider the competitive market for executive talent, and
compare salaries we pay our executive officers to those paid to executive
officers at comparable institutions.
Wilmington Trust typically adjusts executive officers' salaries annually to
take into account its and the individual's performance, as well as any new
responsibilities the executive officer assumed during the year. We also consider
the financial results of the business department over which the executive
officer has responsibility.
Profit-Sharing Bonus Plan
Executive officers also participate in Wilmington Trust's Profit-Sharing
Bonus Plan. For each plan year, the bonus fund is determined by reference to (1)
our return on stockholders' equity; (2) the employee's job level and (3) the
percentage growth in our net income. As a result, our executive officers can
earn a profit-sharing bonus ranging from 50% to 100% of their base salaries
multiplied by the Bonus Percent. For 1998 and 1999, we paid each executive
officer a profit-sharing bonus of 10.17% and 6.76%, respectively, of base
salary.
Executive Incentive Plan
We adopted and our shareholders approved our Executive Incentive Plan (the
"Incentive Plan") in 1999 to provide the opportunity for key executives to earn
cash and stock awards that recognize and reward the achievement of corporate
performance goals. Our Chief Executive Officer, our President, and other
executives the Compensation Committee designates from time to time participate
in the Incentive Plan. For 1999, 11 executive officers participated in the Plan.
The Compensation Committee can establish one or more quantitative or
qualitative performance goals or other criteria as the basis for awarding
executives bonuses under that plan. Under the Incentive Plan, we are able to
deduct compensation paid to executive officers a portion of whose compensation
would be subject to Section 162(m) of the Internal Revenue Code ("Section 162(m)
Participants"). For Section 162(m) Participants whose bonuses we want to be able
to deduct, the performance goals are based on any combination the Compensation
Committee selects of earnings per share, return on equity, return on assets,
income, fees, assets, stockholder return, expenses, chargeoffs, nonperforming
assets, and overhead ratio. Those goals may by company-wide or on a
departmental, divisional, regional, or individual basis. Any goal may be
measured in
18
<PAGE> 22
absolute terms, by reference to internal performance targets, or as compared to
another company or companies.
In evaluating corporate performance for purposes of making awards under the
Incentive Plan, the Compensation Committee considers, among other factors, our
return on equity, return on assets, and the percentage growth in earnings per
share. Our performance in 1999 in return on equity and return on assets exceeded
the average performance of a company-constructed peer group that includes
Centura Banks, Inc., City National Corporation, Commerce Bancshares, Inc.,
Compass Bancshares, Inc., First Virginia Banks, Inc., FirstMerit Corporation,
Hibernia Corporation, Keystone Financial, Inc., Mercantile Bankshares
Corporation, National Commerce Bancorporation, Northern Trust Corporation, Old
Kent Financial Corporation, Provident Financial Group, Inc., U.S. Trust
Corporation, Valley National Bancorp, and Zions Bancorporation (the "Peer
Group"). Our performance in growth in earnings per share was below the average
performance of the Peer Group. For 1999, payments under this plan to the
executive officers who participated in the plan aggregated $1,505,225, compared
to $1,851,750 for the executive officers who participated in the plan's
predecessor in 1998.
Stock Options
Under our 1996 and 1999 Long-Term Incentive Plans, which our shareholders
have approved, the Compensation Committee may make cash-based and stock-based
awards. Our stock options have an exercise price equal to the last sale price of
our stock on the date of grant, typically vest in from one to three years and
have terms of up to ten years. In granting stock options, we do not consider the
number of options an executive officer received previously, but we do consider
new duties and responsibilities the executive officer assumed during the year.
We do not employ any formula in awarding options.
Section 162(m) of the Internal Revenue Code (the "Code") and the
regulations thereunder (collectively, "Section 162(m)") prohibit companies from
deducting compensation paid to certain executive officers in excess of $1
million unless that compensation is "performance-based." Payments under the
Profit-Sharing Bonus Plan do not qualify as "performance-based." However,
compensation attributable to our stock options is performance-based, and the
Executive Incentive Plan is designed so that compensation attributable to awards
under that plan can qualify as "performance-based."
Compensation of Chief Executive Officer
In establishing Mr. Cecala's compensation, the Compensation Committee
considered the same basic factors as those described above for all members of
Wilmington Trust's senior management, including especially:
- Wilmington Trust's performance against the Peer Group in return on assets
and return on equity and its performance in the percentage growth in
earnings per share;
- The base salaries, annual bonuses, and stock option awards paid to top
executives at banks of comparable size; and
- The development under Wilmington Trust's strategic planning process to
expand significantly the geographic outreach of its fee-based businesses.
Hugh E. Miller (Chairman)
Richard R. Collins
Charles S. Crompton, Jr.
Stacey J. Mobley
David P. Roselle
19
<PAGE> 23
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee's members are Hugh E. Miller (Chairman), Richard
R. Collins, Charles S. Crompton, Jr., Stacey J. Mobley, and David P. Roselle. No
member of the Compensation Committee is a current or past officer or employee of
Wilmington Trust. No executive officer of Wilmington Trust serves as a member of
the compensation committee or Board of Directors of any other company whose
members include an individual who also serves on our Board of Directors or the
Compensation Committee.
Messrs. Collins, Crompton, and Miller are indebted to WTC on the same terms
and conditions as those for comparable transactions with others.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our directors and
executive officers and certain others to file reports of their ownership of our
stock with the SEC and the New York Stock Exchange.
After reviewing copies of those forms we have received and written
representations, we believe that all of those filing requirements were complied
with, except that a stock option exercise and sale by Messrs. Gibson and Leahy,
an acquisition of stock under our Employee Stock Purchase Plan by Mr. Leahy,
certain acquisitions of stock under our dividend reinvestment plan by Mr.
Crompton, and an acquisition by one of Mr. Tunnell's children, certain
acquisitions by trusts for the benefit of Mr. Tunnell's children, and additional
acquisitions by those trusts under our dividend reinvestment plan were reported
late in 1999 or 2000.
TRANSACTIONS WITH MANAGEMENT
Certain of our subsidiaries have banking transactions in the ordinary
course of business with directors, officers, and their associates on the same
terms, including interest rates and collateral on loans, as those prevailing at
the time for comparable transactions with others and that do not involve more
than the normal risk or collectibility or present other unfavorable features.
During 1999, Ernst & Young LLP audited our consolidated financial
statements and the separate financial statements of certain of our affiliates
and employee benefit plan financial statements. They also reviewed our annual
report to shareholders and certain other filings we made with the SEC in 1999.
In addition, Ernst & Young provided us with various non-audit services during
1999. We anticipate they will provide similar services for us in 2000.
Representatives of Ernst & Young will attend the Annual Meeting to answer
appropriate questions.
20
<PAGE> 24
APPROVAL OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN
GENERAL PROVISIONS
On February 17, 2000, your Board of Directors adopted the 2000 Employee
Stock Purchase Plan (the "Stock Purchase Plan") to encourage wider ownership of
our stock by our employees. The Stock Purchase Plan is designed to replace our
1996 Employee Stock Purchase Plan, which expires in 2000. The plan's provisions
are similar to those of the 1996 Employee Stock Purchase Plan. The following
summary is qualified in its entirety by reference to the Stock Purchase Plan,
which is attached as Exhibit A to this proxy statement. The Stock Purchase Plan
will be adopted and become effective only when and if approved by our
shareholders at the Annual Meeting. Accordingly, no options or other awards have
been granted under the plan.
A maximum of 400,000 shares of our common stock may be issued under the
Stock Purchase Plan. These may be authorized but unissued shares, or issued
shares that we have reacquired and hold in treasury. We anticipate that this
number of shares will be adequate for the plan for the next four years. The plan
provides for four consecutive purchase periods. On the first day of each plan
year, each participating employee will be offered options to purchase a number
of shares (to be chosen by the employee, but with a minimum of five shares) of
our common stock at a price per share equal to 85% of the last sale price of our
common stock that day. That initial option price will be funded by payroll
deductions, which will be credited to an interest-bearing account. On the last
day of the plan year, shares of our common stock will be purchased at the lower
of the initial option price or 85% of the last sale price of our common stock on
the last day of the plan year, if that price is lower. The shares of common
stock will be issued to participating employees promptly after the end of the
plan year.
ELIGIBILITY
All regular employees of Wilmington Trust and its subsidiaries on the
payroll and with one month of continuous service on the first day of a plan year
will be eligible to participate in the offering under the Stock Purchase Plan
for that plan year. An employee may terminate participation in the Stock
Purchase Plan at any time.
LIMITATIONS
The maximum permissible payroll deduction for any employee under the Stock
Purchase Plan may not exceed the lesser of 10% of the employee's base salary or
$21,250. In addition, no employee may be granted an option under the plan if he
or she would own and/or hold outstanding options to purchase five percent or
more of the total number of shares of our common stock which are outstanding.
ADMINISTRATION OF PLAN
The Stock Purchase Plan will be administered by a committee the Board of
Directors appoints. Members of the committee must either be directors, officers,
or employees of Wilmington Trust or one of our subsidiaries, and that committee
will have authority to make, administer, and interpret rules it deems necessary
to administer the plan.
AMENDMENT OR TERMINATION
The Board of Directors may amend or terminate the Stock Purchase Plan at
any time. Any options previously granted will not be effected by a termination
or amendment. No amendment may be made without prior approval of our
shareholders if it would permit the issuance of more than 400,000 shares of our
common stock, permit payroll deductions at a rate in excess of 10% of an
employee's base salary, or otherwise be required by law.
21
<PAGE> 25
TAX IMPLICATIONS
The following is a brief summary of the principal Federal income tax
consequences of transactions under the Stock Purchase Plan based on current
Federal income tax law. This summary is not intended to be exhaustive and, among
other things, does not describe state, local, or foreign tax consequences.
A participant will not recognize taxable income in purchasing shares of
common stock under the Stock Purchase Plan at the time he or she purchases those
shares. The Federal income tax treatment to a participant who sells stock
acquired under the plan will depend in part on how long the participant holds
it.
If a participant disposes of stock acquired under the Stock Purchase Plan
more than two years after the first day of the applicable offering period in
respect of which the participant acquired it, the participant will recognize
long-term capital gain (or loss) in an amount equal to the difference between
the amount realized on the disposition and the participant's tax basis in the
stock. However, if a participant acquired that stock at less than 100 percent of
its fair market value on the first day of the applicable offering period, upon
the sale of that stock, the participant will also recognize as ordinary income
an amount equal to the lesser of (1) the difference between 15% of the fair
market value of the stock on the first day of the applicable offering period and
the price the participant paid for the stock or (2) the difference between the
fair market value of the stock on the date it is sold and the price the
participant paid for it.
If a participant disposes of stock acquired under the Stock Purchase Plan
before the end of the two-year holding period described in the preceding
paragraph (a "disqualifying" disposition), he or she will recognize ordinary
income in an amount equal to the difference between (1) the fair market value of
that stock at the time it was purchased (determined by reference to the New York
Stock Exchange price on the last day of the applicable offering period) and (2)
the price the participant paid for the stock. A participant will recognize this
amount of ordinary income even if the amount realized on the disposition is less
than the value of the stock on the date the participant purchased it. If the
amount realized on the disqualifying disposition exceeds the value of the stock
as of the date it was purchased, the participant also will recognize short-term
or long-term capital gain, depending upon how long the stock was held, in an
amount equal to that excess.
We are entitled to a tax deduction for any ordinary income participants
recognize.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of our
common stock issued and outstanding and entitled to vote on the Record Date are
required to adopt the Stock Purchase Plan.
AVAILABILITY OF FORM 10-K
WE WILL FILE WITH THE SEC AN ANNUAL REPORT ON FORM 10-K FOR 1999. WE WILL
PROVIDE A COPY OF THAT REPORT ON WRITTEN REQUEST WITHOUT CHARGE TO ANY PERSON
WHOSE PROXY WE ARE SOLICITING. PLEASE ADDRESS YOUR REQUEST TO ELLEN J. ROBERTS,
VICE PRESIDENT, MEDIA AND INVESTOR RELATIONS, WILMINGTON TRUST CORPORATION,
RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET, WILMINGTON, DELAWARE 19890.
22
<PAGE> 26
WILMINGTON TRUST CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
EXHIBIT A
1. Purpose. The purpose of Wilmington Trust Corporation's 2000 Employee
Stock Purchase Plan (the "Plan") is to provide all regular employees of
Wilmington Trust Corporation ("WTC") and those of its subsidiaries that may be
designated as participating companies by WTC's Board of Directors from time to
time an opportunity to purchase shares of WTC's common stock, par value $1 per
share ("Common Stock"), through annual offerings to be made from time to time
for the duration of the Plan; and to foster interest in WTC's success, growth,
and development. WTC intends that the Plan qualify as an "Employee Stock
Purchase Plan" within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, the Plan's provisions shall be
construed to extend and limit participation in a manner consistent with the
requirements of that section of the Code.
2. Eligibility.
a. Any Employee shall be eligible to participate in the Plan as of June 1
coincident with or next following the completion of at least one month of
continuous service with one or more Employers, subject to the limitations
imposed by Section 423(b) of the Code.
b. Any provision of the Plan to the contrary notwithstanding, no Employee
shall be granted an option:
(1) If, immediately after that grant, the Employee would own shares,
and/or hold outstanding options to purchase shares, possessing 5% or more
of the total combined voting power or value of all classes of stock of WTC
or of any subsidiary of WTC; or
(2) That permits an Employee rights to purchase shares under all
employee stock purchase plans of WTC and its subsidiaries to accrue at a
rate that exceeds $25,000 of the fair market value of the shares
(determined at the time that option is granted) for each calendar year in
which those stock options are outstanding at any time.
3. Offerings. WTC will make one or more annual offerings to Employees to
purchase stock hereunder. The terms and conditions of each such offering shall
specify the number of shares that may be purchased thereunder. The fixed term of
any offering shall include a Purchase Period of specified duration, during which
(or during that period thereof during which an Employee may elect to
participate) the amounts received by an Employee as Base Salary shall constitute
the measure of that Employee's participation in the offering.
4. Participation. An Employee who is, on the effective date of any
offering, eligible to participate in that offering, may so participate by
completing and forwarding a "Payroll Deduction Authorization for Purchase of
Wilmington Trust Corporation Stock" form to the designated payroll location.
Payroll deductions for a Participant shall commence on the date when the
authorization for a payroll deduction becomes effective and end on the
termination date of the offering to which that authorization applies, unless
terminated sooner by the Participant in accordance with Paragraph 8 below.
5. Payroll Deductions. A Participant's payroll deduction authorization
shall authorize deductions each payday during a Purchase Period at a rate not to
exceed 10% of the Participant's Base Salary at the beginning of that Purchase
Period but, at a minimum, at a rate that will accumulate an amount equal to the
offering price of at least five shares by the end of the Purchase Period.
a. All payroll deductions made for a Participant shall be credited to a
bookkeeping account under the Plan. A Participant may not make separate cash
payments into that account.
b. A Participant may at any time prospectively decrease the amount
authorized to be deducted per period, provided the minimum deduction required
above is maintained. That change may not become effective sooner than the next
pay period ending after receipt of the form by the appropriate payroll location.
Notwithstanding anything to the contrary contained herein, a Participant may
reduce payroll deductions hereunder only once during any Purchase Period.
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c. A Participant may discontinue participation in the Plan in accordance
with Paragraph 8 below.
6. Granting of an Option.
a. In any offering hereunder, each Participant shall be granted an option,
on the Date of Offering, for as many full shares of Common Stock as he or she
elects to purchase with the payroll deductions credited to the Participant's
account during the Purchase Period, based on the option price for the Purchase
Period, as described in Subparagraph 6 (b) below.
b. The option price per share of shares purchased with payroll deductions
made for a Participant during any Purchase Period shall be the lower of:
(1) Eighty-five percent of the last sale price of the Common Stock on
the first day of the Purchase Period or, if there was no such reported sale
of Common Stock on that date, on the next preceding date on which there was
such a reported sale; or
(2) Eighty-five percent of the last sale price of the Common Stock on
the last day of the Purchase Period or, it there was no such reported sale
of Common Stock on that date, on the next preceding date on which there was
such a reported sale.
7. Exercise of Option.
a. As of the last day of the Purchase Period for any offering, the account
of each Participant shall be totaled and the option price determined. If a
Participant has sufficient funds (including interest credited on his or her
account at the rate computed in accordance with Paragraph 9 below) to purchase
five or more full shares at the option price, that Participant shall be deemed
to have exercised the option to purchase the number of shares for which he or
she has subscribed at that price, and his or her account shall be charged for
the number of shares so purchased.
b. Participation in an offering will not bar an Employee from
participating in any subsequent offering hereunder. Payroll deductions may be
made under each offering to the extent the Employee authorizes, subject to the
maximum and minimum limitations for that offering imposed hereby. A separate
account shall be maintained for each Participant with respect to each offering.
Any unused balance in a Participant's account at the end of a Purchase Period
shall be refunded, with interest computed in accordance with Paragraph 9 below.
c. If a Participant does not accumulate sufficient funds in his or her
account to purchase at least five shares during a Purchase Period, the
Participant thereupon shall be deemed to have withdrawn from that offering, and
his or her account will be refunded, with interest computed in accordance with
Paragraph 9 below.
d. The shares of Common Stock purchased by a Participant upon the exercise
of his or her option in accordance herewith shall not include fractional shares.
Amounts credited to a Participant's account which would have been used to
purchase fractional shares shall be refunded to the Participant, with interest
computed in accordance with Paragraph 9 below.
8. Withdrawal.
a. A Participant may withdraw all payroll deductions credited to an
account hereunder at any time before the end of a Purchase Period by giving the
Corporation written notice. All payroll deductions credited to that account
shall be paid to the Participant, with interest computed in accordance with
Paragraph 9 below, promptly after receipt of notice of withdrawal, and no
further payroll deductions shall be made for that Participant in respect of that
offering.
b. Except as provided in the following sentence, an Employee's withdrawal
from the Plan shall not have any effect upon his or her eligibility to
participate in any succeeding offering hereunder; provided that Section 16
Officers who make withdrawals or otherwise cease participation in the Plan
during any Purchase Period shall be precluded from re-participation in the Plan
until the next Purchase Period that begins at least six months after that
withdrawal or cessation of participation.
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c. If an Employee retires or otherwise terminates employment, no payroll
deduction shall be made from any pay due and owing at that time, and the balance
in the Employee's account shall be paid to the Employee, with interest computed
in accordance with Paragraph 9 below or, at the Employee's election, used to
purchase Common Stock in accordance with Paragraph 7 above.
d. If an Employee dies, that Employee's beneficiary may elect to withdraw
the balance in his or her account, with interest computed in accordance with
Paragraph 9 below, or apply it to the purchase of the appropriate number of full
shares of common Stock at a price determined in accordance with Paragraph 6
above, using the date of death as though it were the last day of the Purchase
Period. Any balance in that account remaining after that purchase shall be paid,
with interest computed in accordance with Paragraph 9 below, to the person or
persons entitled thereto in accordance with Paragraph 12 below.
9. Interest. Each Participant's account shall be credited with interest
at the rate in effect from time to time on statement savings accounts of
Wilmington Trust Company that may not be accessed by check.
10. Stock.
a. The shares to be sold to Participants hereunder are to be authorized
and unissued shares of Common Stock, or issued shares of Common Stock that the
company has reacquired and holds in its treasury. The maximum number of shares
that shall be made available for sale hereunder during all offerings shall be
400,000 shares, subject to adjustment upon changes in WTC's capitalization as
provided in Paragraph 14 below.
b. None of the rights or privileges of a stockholder of WTC shall exist
with respect to shares purchased hereunder until the end of the Purchase Period
with respect to which those shares were acquired.
c. If in any offering Employees subscribe for more shares than remain
available under the Plan, the shares in that offering shall be allocated pro
rata among employees by multiplying the number of shares remaining under the
Plan by a fraction, the numerator of which is the number of shares the Employee
subscribed for in that offering and the denominator of which is the number of
shares all Employees subscribed for in that offering.
d. Shares to be delivered to an Employee hereunder will be registered in
the Employee's name or, if directed by written notice to Wilmington Trust
Company's Human Resources Division before the end of a Purchase Period, in the
names of the Employee and one other person, as joint tenants with rights of
survivorship, to the extent permitted by applicable law.
11. Administration. The Plan shall be administered by a committee (the
"Committee") consisting of not less than three members who shall be appointed by
WTC's Board of Directors. Each member of the Committee shall be either a
director, an officer or an Employee of an Employer. The Committee shall be
vested with full authority to make, administer and interpret rules and
regulations that it deems necessary or desirable to administer the Plan. Any
determination, decision or interpretation, administration or application hereof
shall be final, conclusive and binding upon all Participants and any and all
persons claiming under or through any Participant.
12. Designation of Beneficiary. A Participant may file with Wilmington
Trust Company's Human Resources Division a written designation of a beneficiary
who is to receive any shares and/or cash for the Participant's credit hereunder
in the event of that Participant's death before the delivery of those shares
and/or cash. The Participant may change that designation at any time by
providing written notice to Wilmington Trust Company's Human Resources Division.
Upon the death of a Participant and receipt by Wilmington Trust Company's Human
Resources Division of proof of the Participant's death and the identity and
existence of a beneficiary validly designated hereunder, WTC shall deliver those
shares and/or that cash to the executor or administrator of the Participant's
estate. If no such executor or administrator has been appointed to WTC's
knowledge, WTC may, in its discretion and in such form as the Committee may
prescribe, deliver those shares and/or that cash to the Participant's spouse or
to any one or more dependents or relatives of the Participant. If no spouse,
dependent or relative is known to WTC, then WTC may, in its discretion and in
such form as the Committee may prescribe, deliver those shares and/or that cash
to such
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<PAGE> 29
other person as the Committee may designate. No such designated beneficiary
shall, before the death of the Participant by whom the beneficiary has been
designated, acquire any interest in the shares and/or cash credited to the
Participant hereunder.
13. Transferability. No rights with respect to the exercise of any option
or to receive shares hereunder may be assigned, transferred, pledged, or
otherwise disposed of by an Employee. Options granted hereunder are not
transferable by an Employee otherwise than by will or the laws of descent and
distribution, and are exercisable during an Employee's lifetime only by the
Employee.
14. Changes in Capitalization. The number and kind of shares subject to
outstanding options hereunder, the purchase price of those options and the
number and kind of shares available for options subsequently made available
hereunder shall be adjusted appropriately to reflect any stock dividend, stock
split, combination, or exchange of WTC's shares, merger, consolidation, or other
change in WTC's capitalization with a similar substantive effect upon the Plan
or options granted or to be granted hereunder. The Committee shall have the
power and sole discretion to determine the nature and amount of the adjustment
to be made in each case.
15. Use of Funds. All payroll deductions received or held by an Employer
hereunder may be used by the Employer for any corporate purpose, and the
Employer shall not be obligated to segregate those payroll deductions.
16. Government Regulations. WTC's obligations to sell and deliver WTC's
stock hereunder are subject to the approval of any governmental authority
required in connection with the authorization, issuance, or sale of that stock.
WTC's Board of Directors may, in its discretion, require as conditions to the
exercise of any option granted hereunder that the shares of Common Stock
reserved for issuance upon the exercise of the option have been duly listed,
upon official notice of issuance, on a stock exchange or the National
Association of Securities Dealers Automated Quotation System, and that either:
a. A Registration Statement with respect to those shares is effective
under the Securities Act of 1933; or
b. The Participant has represented at the time of purchase, in form and
substance satisfactory to WTC, that he or she intends to purchase those shares
for investment and not for resale or distribution.
17. Amendment or Termination. Unless terminated sooner by WTC's Board of
Directors, the Plan shall terminate automatically as of May 31, 2004. WTC's
Board of Directors may terminate or amend the Plan at any time. No such
termination shall affect options previously granted hereunder. No such amendment
may make any change in any option theretofore granted hereunder that would
adversely affect the rights of any Participant, nor be made without the prior
approval of a majority of the shares of WTC's outstanding stock if such approval
would be required by law, including if that amendment would:
a. Permit the sale of more shares than are authorized under Paragraph 10
above; or
b. Permit payroll deductions at a rate in excess of 10% of a Participant's
Base Salary.
18. No Employment Rights. The Plan does not, directly or indirectly,
create any right for the benefit of any Employee or class of Employees to
purchase any shares hereunder, or create in any Employee or class of Employees
any right with respect to continuation of employment by WTC or any direct or
indirect subsidiary thereof. The Plan shall not be deemed to interfere in any
way with the right of WTC or any direct or indirect subsidiary thereof to
terminate, or otherwise modify, an Employee's employment at any time.
19. Governing Law. Delaware law, other than the conflict-of-laws
provisions of such law, shall govern all matters relating to the Plan, except as
that law is superseded by the laws of the United States.
20. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the following meanings:
a. "Base Salary" means regular straight-time earnings, excluding payments
for overtime, incentive compensation, bonuses, and other special payments except
to the extent the Committee specifically approves including any such item.
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<PAGE> 30
b. "Committee" means the committee established pursuant to Paragraph 11
above to administer the Plan.
c. "Date of Offering" shall be the first day of each Purchase Period.
d. "Employee" shall mean any person, including an officer, who is
customarily employed by an Employer for 15 hours or more per week and for more
than five months in a calendar year.
e. "Employer" means WTC and any subsidiary company designated as a
participating company by WTC's Board of Directors, 15% or more of the voting
stock of which is owned directly or indirectly by WTC.
f. "Participant" means an Employee who has agreed to participate in an
offering and has met the requirements of Paragraph 4 above.
g. "Purchase Period" means each of the periods during which a Participant
may purchase Common Stock pursuant to any particular offering hereunder.
h. "Section 16 Officers" means officers of WTC and/or Wilmington Trust
Company, or of any subsidiary of either of those entities 25% or more of the
voting stock of which is owned directly or indirectly by WTC and/or Wilmington
Trust Company, designated as Section 16 Officers by resolution of the Board of
Directors of the respective companies from time to time.
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<PAGE> 32
WILMINGTON TRUST CORPORATION
[WILMINGTON TRUST LOGO] ANNUAL SHAREHOLDERS' MEETING
Thursday, May 11, 2000
10:00 a.m.
Wilmington Trust Plaza
Mezzanine Level
301 West Eleventh Street
Wilmington, Delaware
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Wilmington Trust Corporation
[WILMINGTON TRUST LOGO] Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001 PROXY
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON MAY 11, 2000.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify below.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.
By signing the proxy, you revoke all prior proxies and appoint David R. Gibson
and Thomas P. Collins, and each of them, with full power of substitution, to
vote your shares on the matters shown on the reverse side and any other matters
which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
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<PAGE> 33
To Our Shareholders,
You are cordially invited to attend our Annual Shareholders' Meeting, to be
held at the Wilmington Trust Plaza, Mezzanine Level, 301 West Eleventh Street,
Wilmington, Delaware, at 10:00 A.M. on Thursday, May 11, 2000.
At the Annual Meeting, we will review our performance and answer any questions
you may have. The enclosed proxy statement provides you with more details about
items that will be addressed at the Annual Meeting. After reviewing the proxy
statement, please sign, date, and indicate your vote for the items listed on
the proxy card below and return it in the enclosed, postage-paid envelope
whether or not you plan to attend the Annual Meeting.
Thank you for your prompt response.
Sincerely,
Ted T. Cecala
Chairman of the Board and
Chief Executive Officer
Wilmington Trust Corporation Rodney Square North
1100 North Market Street Wilmington, DE 19890-0001
- Please detach here -
_ _
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of directors: 01 Ted T. Cecala 04 David P. Roselle
02 Richard R. Collins 05 Thomas P. Sweeney
03 Hugh E. Miller
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, WRITE
THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
/ / Vote FOR all nominees, / / Vote WITHHELD
except as indicated below from all nominees
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2. Approval of 2000 Employee Stock Purchase Plan
/ / For / / Against / / Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address change? Mark Box / / indicate changes below. Date
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Signature(s) in Box
Please sign exactly as your name(s) appear on your proxy card. If held in joint
tenancy, all persons must sign. Trustees, administrators, etc., should include
title and authority. Corporations should provide full name of corporation and
title of authorized officer signing the proxy.
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