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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 Section 240.14a-11(c) or Section 240.14a-12
Sterling Financial 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF STERLING FINANCIAL CORPORATION]
March 26, 1999
Dear Fellow Shareholder:
It is my pleasure to invite you to attend the Annual Meeting of Shareholders
of Sterling Financial Corporation. The Annual Meeting will be held on Tuesday,
April 27, 1999, at 10:00 a.m., at the Spokane Agricultural Trade Center.
The formal Notice of Annual Meeting of Shareholders and the Proxy Statement
are attached and describe the proposals to be voted on at the Annual Meeting.
The Board of Directors believes the proposals are in the best interests of
Sterling and its Shareholders and, accordingly, recommends that you vote "FOR"
each of the proposals.
It is very important that you be represented at the Annual Meeting regardless
of the number of shares you own or whether you are able to attend the Annual
Meeting in person. We urge you to mark, sign and date your proxy card today
and return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person but will ensure that
your vote is counted if you are unable to attend.
Your continued support is sincerely appreciated.
Sincerely,
/s/ Harold B. Gilkey
Harold B. Gilkey
Chairman of the Board
and Chief Executive
Officer
<PAGE>
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders (the "Annual Meeting") of Sterling
Financial Corporation ("Sterling") will be held in the Conference Theater of
the Agricultural Trade Center (located in the Convention Center), 334 West
Spokane Falls Boulevard, Spokane, Washington, on Tuesday, April 27, 1999, at
10:00 a.m., local time, for the following purposes:
1. To elect two Directors of Sterling for terms ending in the year
2002;
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants for Sterling for 1999; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
All of these proposals are more fully described in the Proxy Statement
which follows. Only record holders of shares of Sterling's Common Stock at the
close of business on February 26, 1999 are entitled to vote at the Annual
Meeting. As of February 26, 1999, there were 8,072,021 shares of Common Stock
outstanding.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. EVEN IF YOU EXPECT TO
ATTEND THE ANNUAL MEETING, WE URGE YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors,
/s/ Ned M. Barnes
NED M. BARNES
Secretary
Spokane, Washington
March 26, 1999
<PAGE>
[LOGO OF STERLING FINANCIAL CORPORATION]
PROXY STATEMENT
Annual Meeting of Shareholders
To be held April 27, 1999
General
This Proxy Statement is being furnished to Shareholders in connection with
the solicitation by the Board of Directors of Proxies to be used at the Annual
Meeting of Shareholders to be held on April 27, 1999 (and any adjournments
thereof). This Proxy Statement and the accompanying form of proxy (the
"Proxy"), the Notice of Annual Meeting of Shareholders (the "Notice") and the
Annual Report to Shareholders are being mailed to Shareholders on or about
March 26, 1999. Unless the context clearly suggests otherwise, references in
this Proxy Statement to Sterling include its subsidiaries.
Holders of Common Stock of Sterling are requested to complete, sign and
date the accompanying Proxy and return it promptly in the enclosed postage-
paid envelope.
Time and Place of Annual Meeting
The Annual Meeting will be held on Tuesday, April 27, 1999 at 10:00 a.m. in
the Conference Theater of the Agricultural Trade Center (located in the
Convention Center), 334 West Spokane Falls Boulevard, Spokane, Washington.
Record Date
The Board of Directors of Sterling has fixed February 26, 1999 as the
record date (the "Record Date") for the determination of Shareholders of
Sterling who are entitled to receive notice of and to vote at the Annual
Meeting.
Voting and Revocability of Proxies
Proxies properly signed and returned in time for the Annual Meeting, unless
subsequently revoked, will be voted in accordance with the instructions
thereon. Persons named in the Proxy to represent Shareholders at the Annual
Meeting are Harold B. Gilkey and William W. Zuppe. If a Proxy is signed and
returned without indicating any voting instructions, the Proxy will be voted
"FOR" the proposals listed in the Notice. Any Proxy given pursuant to this
solicitation may be revoked by the person giving it at any time prior to the
commencement of the Annual Meeting by the filing with the Secretary of
Sterling of a written notice of revocation or of a duly executed Proxy bearing
a later date. All such notices of revocation or Proxies should be addressed to
the Secretary of Sterling in care of Sterling Financial Corporation, 111 North
Wall Street, Spokane, Washington 99201, not less than four business days prior
to the Annual Meeting. After this time, all such notices of revocation or
Proxies should be personally delivered to the Secretary or the Assistant
Secretary of Sterling in the meeting
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room on the day of the Annual Meeting prior to the commencement of the Annual
Meeting. Attendance or voting at the Annual Meeting will not, in and of
itself, constitute revocation of a Proxy. If your shares of Common Stock are
held in the name of a bank, broker or other holder of record, you must obtain
a Proxy, executed in your favor, from the holder of record to be able to vote
at the Annual Meeting.
Voting Shares and Requirements
As of the Record Date, there were 8,072,021 shares of Common Stock of
Sterling, par value $1.00 per share (the "Common Stock"), outstanding. Each
share of Sterling's Common Stock outstanding on the Record Date is entitled to
one vote on each matter properly submitted at the Annual Meeting. Shares of
Common Stock can be voted only if the owner of record is present to vote or is
represented by Proxy at the Annual Meeting. The holders of a majority of the
shares of Common Stock outstanding on the Record Date, present in person or
represented by Proxy, shall constitute a quorum. Abstentions and broker "non-
votes" are counted as present and entitled to vote for purposes of determining
a quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that item. The
nominees for election as Directors receiving the largest number of votes cast
at the Annual Meeting will be elected Directors. Abstentions and broker "non-
votes" are not counted for purposes of the election of Directors. The
affirmative vote by the holders of the majority of the Common Stock present in
person or represented by Proxy and entitled to vote is required to approve the
other matters to be acted upon at the Annual Meeting. An abstention is counted
as a vote against and a broker "non-vote" is not counted for purposes of
approving those matters.
Solicitation of Proxies
The cost of the solicitation of Proxies will be borne by Sterling. Sterling
will, upon request, reimburse persons holding stock for others for their
reasonable expenses in sending proxy materials to their principals and
obtaining their Proxies. In addition to solicitation by mail, Proxies may be
solicited in person or by telephone, telefax or other types of communications
by Directors, Officers, and Employees of Sterling or others, without
additional compensation.
Recommendation of the Board of Directors
The Board of Directors of Sterling believes the proposals described herein
are in the best interests of Sterling and its Shareholders and, accordingly,
recommends that the Shareholders vote "FOR" each of the proposals listed in
the Notice.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors currently consists of eight Directors who are
divided into three classes. The members of each class serve three-year terms,
and one class is elected annually. The Board of Directors has nominated the
two individuals listed below for election as Directors to serve terms of three
years ending at the Annual Meeting of Shareholders of Sterling in the year
2002 or when their respective successors have been duly elected and qualified.
The nominees are:
Harold B. Gilkey
Robert E. Meyers
Sterling has no reason to believe that either of the nominees will be
unable to serve; however, should either nominee become unable to serve as a
Director for any reason, the Board of Directors
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shall designate a substitute nominee. Unless instructions to the contrary are
specified in the Proxy, Proxies will be voted in favor of the two persons who
have been nominated by the Board of Directors. Sterling expects each nominee
for election as a Director at the Annual Meeting to be able to serve if
elected. If any nominee is unable to serve if elected, Proxies will be voted
in favor of the remainder of those nominated and may be voted for substitute
nominees.
The Board of Directors recommends that Shareholders
vote "FOR" the nominees
BOARD OF DIRECTORS OF STERLING FINANCIAL CORPORATION
HAROLD B. GILKEY
Mr. Gilkey, 59, has served as Chairman of the Board and Chief Executive
Officer of Sterling since its inception and as Chairman of the Board and Chief
Executive Officer of Sterling Savings Bank ("Sterling Savings") since 1981.
Mr. Gilkey co-founded Sterling Savings in 1981. Additionally, he is Chairman
of the Board of INTERVEST-Mortgage Investment Company ("INTERVEST"), Action
Mortgage Company ("Action Mortgage") and Harbor Financial Services, Inc.
("Harbor Financial"), subsidiaries of Sterling Savings. Mr. Gilkey brought to
Sterling Savings over 19 years of commercial and mortgage banking experience.
He served as President of Bancshares Mortgage Company of Spokane, Washington,
and Senior Vice President of Old National Bank of Spokane, Washington.
Prior to this, Mr. Gilkey was employed by Bank of America for twelve years.
Mr. Gilkey is a past Director of the Washington Savings League and Chairman of
the Savings Association Insurance Fund Industry Advisory Committee, an
advisory committee of the FDIC. Mr. Gilkey received his degree in Business
Administration from the University of Montana in 1962 and his Master of
Business Administration degree from the University of Southern California in
1970. If elected, his term will expire in 2002.
WILLIAM W. ZUPPE
Mr. Zuppe, 57, has served as Director, President and Chief Operating
Officer of Sterling since its inception and as Director, President and Chief
Operating Officer of Sterling Savings since 1981. Mr. Zuppe co-founded
Sterling Savings in 1981. Mr. Zuppe is also Vice President and serves as a
Director of INTERVEST, Action Mortgage and Harbor Financial. Mr. Zuppe brought
to Sterling Savings 18 years of mortgage lending experience as Vice President
of Bancshares Mortgage Company and Manager of Loan Administration of Sherwood
& Roberts, Inc. of Walla Walla, Washington, a mortgage banking company. Mr.
Zuppe is a member of the Washington Savings League Board of Directors and its
Legislative/Regulatory Committee and a Board member of America's Community
Bankers. His term expires in 2000.
NED M. BARNES
Mr. Barnes, 62, has served as Secretary and a Director of Sterling since
its inception and as Secretary of Sterling Savings since 1981 and a Director
since 1983. Mr. Barnes is also Secretary and serves as a Director of INTERVEST
and Action Mortgage and serves as a Director of Harbor Financial. Mr. Barnes
is a Principal in the law firm of Witherspoon, Kelley, Davenport & Toole, P.S.
of Spokane, Washington, which he joined in 1965. Mr. Barnes' law practice
emphasizes the areas of real estate and corporate law. He is President and
Director of the Spokane Community Mental Health Center and a Trustee of the
Spokane City Library Board. Mr. Barnes graduated from the University of
Minnesota in 1958, earning a degree in Business Administration. He received
his Juris Doctorate degree from the University of Washington in 1961. His term
expires in 2001.
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RODNEY W. BARNETT
Mr. Barnett, 54, has served as a Director of Sterling since its inception
and as a Director of Sterling Savings since 1981. He is a Principal and
General Manager of Carr Sales Company, an electrical supply firm in Spokane,
Washington. Mr. Barnett is also a past Director of the National Association of
Electrical Distributors and is a past Chairman of the Inland Empire Chapter of
that Association. His term expires in 2000.
JAMES P. FUGATE
Mr. Fugate, 66, has served as a Director of Sterling since its inception
and as a Director of Sterling Savings since 1989. He is the retired
Superintendent of Auburn School District No. 408. Mr. Fugate is a former
Director of Central Evergreen Savings & Loan Association. His term expires in
2001.
ROBERT D. LARRABEE
Mr. Larrabee, 64, has served as a Director of Sterling since its inception
and as a Director of Sterling Savings since 1983. Mr. Larrabee is the former
owner of Merchant Funeral Home in Clarkston, Washington. He is also a former
Director of Laurentian Capital Corporation, a former Director of Lewis and
Clark Savings & Loan Association and a past President of the Board of Regents
of the University of Washington. His term expires in 2001.
ROBERT E. MEYERS
Dr. Meyers, 73, has served as a Director of Sterling since its inception
and as a Director of Sterling Savings since 1983. He is a retired dentist from
Clarkston, Washington. Dr. Meyers is a former Director of Lewis and Clark
Savings & Loan Association. If elected, his term will expire in 2002.
DAVID O. WALLACE
Mr. Wallace, 61, has served as a Director of Sterling since its inception
and as a Director of Sterling Savings since 1981. He is the owner of Startup
Business Planning. Mr. Wallace is a Past Chairman of the Citizens Advisory
Council for School District No. 81 in Spokane, Washington. His term expires in
2000.
Compensation of Directors
Directors of Sterling are paid an annual fee of $2,500 plus a fee, which is
currently $750, for every meeting attended. Each of the Directors of Sterling
also serves as a Director of Sterling Savings for the same term. Directors of
Sterling Savings are paid an annual fee of $2,500 plus a fee, which is
currently $750, for every meeting attended. Additionally, Directors who also
serve as Directors of the subsidiaries of Sterling Savings receive a fee,
which is currently $100, for each meeting attended. Directors receive
reimbursement for travel and other expenses incurred in connection with Board
business.
Non-Employee Directors of Sterling also receive automatic grants of non-
qualified stock options. The current policy is to award any new Non-Employee
Director of Sterling non-qualified stock options to purchase 2,000 shares of
Common Stock. At each Annual Meeting of Shareholders, Non-Employee Directors
who have served as Non-Employee Directors for a period of at least one year
and who will continue to serve as Non-Employee Directors immediately following
such Annual Meeting receive non-qualified stock options to purchase 1,000
shares of Common Stock. Such options have an exercise price equal to the fair
market value of the Common Stock on the date of grant,
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become exercisable in 25 percent cumulative annual installments beginning on
the first anniversary of the date of grant and generally expire ten years from
the date of grant. In the event that a Non-Employee Director is removed from
office for cause, all options granted to such Non-Employee Director pursuant
to the automatic grants of non-qualified stock options described above will
expire immediately upon such removal.
Attendance at Meetings. The Board of Directors of Sterling held 12 meetings
during 1998. The Board of Directors of Sterling Savings also held 12 meetings
during 1998. The Boards of Directors for all Sterling Savings subsidiaries
held an aggregate of 21 meetings during 1998. Aggregating for each incumbent
Director (i) the total number of meetings of the Board of Directors and (ii)
the total number of meetings held by all Committees of the Board on which each
Director served, each member of Sterling's Board of Directors attended more
than 75% of such meetings. The total combined attendance at all meetings by
the incumbent Directors was 97%.
Committees of the Board of Directors
The Boards of Directors of Sterling and Sterling Savings have established
standing Personnel and Audit Committees. Neither Board has established a
Nominating Committee.
The Personnel Committees review and make recommendations to the Boards of
Directors with respect to personnel policies which include, but are not
limited to, officer and employee salaries and benefits. The Committees held
five meetings during 1998 and currently consist of Directors Larrabee
(Chairman), Fugate and Meyers.
The Audit Committees oversee the financial reporting process and internal
controls of Sterling and Sterling Savings. The Committees consult with the
internal auditor, Sterling's independent auditors and management regarding
internal accounting controls, the annual audit and regulatory examinations.
The Committees held seven meetings during 1998 and currently consist of
Directors Barnett (Chairman), Barnes, Meyers and Wallace.
EXECUTIVE OFFICERS
In addition to Messrs. Gilkey, Zuppe and Barnes, the Executive Officers of
Sterling and its subsidiaries are David P. Bobbitt, Heidi B. Stanley, Daniel
G. Byrne, Stephen L. Page, John M. Harlow, Stanton C. Parrish and John B.
Richardson. Each Executive Officer has held his or her present position for
the past five years unless otherwise stated.
DAVID P. BOBBITT
Mr. Bobbitt, 51, serves as Executive Vice President-Community Banking of
Sterling Savings. He joined Sterling Savings in March of 1996. Before joining
Sterling Savings, Mr. Bobbitt was with West One Bank for 26 years. He serves
as a Director of the Pacific Coast Banking School and of the Idaho Association
of Commerce and Industry. He is an Advisory Director of the College of
Business & Economics at the University of Idaho. He is a member of the Idaho
Bankers Association Executive Council and the American Bankers Association
Government Relations Council. He also serves on the Board of the Idaho Fish
and Game Foundation. Mr. Bobbitt is a graduate of North Idaho College, the
Pacific Coast Banking School and Harvard University's Advanced Management
Program.
HEIDI B. STANLEY
Ms. Stanley, 42, serves as Executive Vice President-Corporate
Administration of Sterling Savings. She joined Sterling Savings in 1985. Ms.
Stanley was formerly employed by IBM in
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San Francisco, California, and Tucson, Arizona. She is a member of the
Association of Washington Business, Washington Public Affairs Network (TVW),
and the College of Business and Economics at Washington State University. She
is also an Executive Committee Board member of the Spokane Area Chamber of
Commerce and the Spokane Intercollegiate Research and Technology Institute
(SIRTI). Ms. Stanley graduated from Washington State University in 1979 with a
degree in Business Administration.
DANIEL G. BYRNE
Mr. Byrne, 44, has served as Chief Financial Officer, Senior Vice
President-Finance, Treasurer and Assistant Secretary of Sterling since its
inception. He also serves in the same capacities with Sterling Savings, which
he joined in 1983. Mr. Byrne is also the Assistant Secretary and Treasurer of
INTERVEST and Action Mortgage and the Secretary and Treasurer of Harbor
Financial. Before joining Sterling, Mr. Byrne was on the staff of the
accounting firm of Coopers & Lybrand in Spokane, Washington. He is a member of
Kiwanis International and a member of the Finance Committee for Gonzaga
Preparatory School. Mr. Byrne is a certified public accountant and graduated
from Gonzaga University in 1977 with a degree in Accounting.
STEPHEN L. PAGE
Mr. Page, 50, serves as Senior Vice President-Credit Management of Sterling
Savings. He joined Sterling Savings in 1983. Prior to 1983, Mr. Page was
employed by Kiemle and Hagood Company of Spokane, Washington as a Property
Management Leasing Officer. He is a Director of Interfaith Hospitality Network
and the Educational Loan Foundation. Mr. Page graduated from the University of
Utah in 1970 and received a Master of Business Administration degree from the
University of New Mexico in 1973.
JOHN M. HARLOW
Mr. Harlow, 56, serves as Vice President of Sterling Savings and President
and Director of INTERVEST. He joined Sterling Savings in 1987. Mr. Harlow was
formerly the President of the Mortgage Banking Division of Moore Financial
Services of Portland, Oregon, Senior Vice President of Income Property Lending
for Bancshares Mortgage Company of Spokane, Washington, and Vice
President/Regional Manager for I.D.S. Mortgage Company in Northern California.
He is a member of the Mortgage Bankers Association of America and is a
Certified Mortgage Banker. Mr. Harlow graduated from the University of
Illinois in 1965 with a degree in Chemical Engineering.
STANTON C. PARRISH
Mr. Parrish, 48, serves as Vice President of Sterling Savings and President
and Director of Harbor Financial. He joined Sterling Savings in 1983. Prior to
1983, Mr. Parrish was employed by Western Savings Association of Portland,
Oregon. He is the Budget and Finance Chairman for Big Brothers and Sisters and
President of the Advisory Board for the Downtown YMCA. Mr. Parrish is a 1972
graduate of Washington State University.
JOHN B. RICHARDSON
Mr. Richardson, 47, serves as Vice President of Sterling Savings and
President and Director of Action Mortgage. He joined Sterling Savings in
November of 1998. Mr. Richardson was formerly Senior Vice President and Chief
Operating Officer/National Loan Production manager for WMC Mortgage Corp.,
formerly Weyerhaeuser Mortgage Company, in Woodland Hills, California. He is a
member of Toastmasters International and the Mortgage Bankers Association of
America-Single Family Subcommittee. Mr. Richardson graduated from San Diego
State University with a B.A. in Industrial Arts/Business Management.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of December 31, 1998, information about
the only known beneficial owners of more than five percent of Sterling's
Common Stock. The following information is based solely on statements filed
with the Securities and Exchange Commission (the "SEC") or other information
that the Company believes to be reliable.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------------ -------------------- ----------------
<S> <C> <C>
Westport Asset Management, Inc.(/1/) 704,600 8.75
253 Riverside Avenue
Westport, CT 06880-4816
</TABLE>
- --------
(1) Based on information provided by Westport Asset Management, Inc., which
states that it has shared voting and dispositive power as to 704,600
shares.
The following table sets forth, as of January 31, 1999, information
concerning the beneficial ownership of Sterling Common Stock by each Director
and Executive Officer named in the Summary Compensation Table and by all
Directors and Executive Officers as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Percent
Beneficial Owner Ownership Of Class
- ----------------------------------------------------- ----------------- --------
<S> <C> <C>
Ned M. Barnes........................................ 25,406(/1/) *
Rodney W. Barnett.................................... 21,989(/2/) *
David P. Bobbitt..................................... 15,744(/3/) *
James P. Fugate...................................... 10,748(/4/) *
Harold B. Gilkey..................................... 151,468(/5/) 1.92
John M. Harlow....................................... 36,796(/6/) *
Robert D. Larrabee................................... 18,030(/4/) *
Robert E. Meyers..................................... 33,289(/4/) *
Heidi B. Stanley..................................... 40,900(/7/) *
David O. Wallace..................................... 12,441(/8/) *
William W. Zuppe..................................... 82,186(/9/) 1.04
All Directors and Executive Officers as a Group
(15 persons)......................................... 559,175(/10/) 6.87
</TABLE>
- --------
*Less than 1%
(1) Includes 987 shares as to which Mr. Barnes has shared voting and
investment power, 14,726 shares held in a self-directed profit-sharing
plan and 7,000 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999. Excludes 1,331 shares owned by the
law firm of which Mr. Barnes is a principal, as to which shares Mr.
Barnes disclaims beneficial ownership.
(2) Includes 5,898 shares owned by a profit-sharing plan, of which Mr.
Barnett is the principal administrator and as to which shares he
disclaims beneficial ownership, and 7,000 shares issuable pursuant to
stock options exercisable within 60 days of January 31, 1999.
(3) Includes 14,000 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999 and 744 shares held for Mr. Bobbitt's
individual account under the Sterling Savings Bank Employee Savings Plan
(the "Savings Plan"). Excludes 600 shares held by Sterling's Deferred
Compensation Plan
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and 206 shares (as of December 31, 1998) held by the Savings Plan for the
benefit of Mr. Bobbitt, as to which shares Mr. Bobbitt disclaims
beneficial ownership.
(4) Includes 7,000 shares issuable to this Director pursuant to stock options
exercisable within 60 days of January 31, 1999. Excludes 221,392 shares
held by Sterling's Deferred Compensation Plan, which is administered by
Sterling's Personnel Committee of which this Director is a member. This
Director disclaims beneficial ownership of these shares.
(5) Includes 56,000 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999 and 5,902 shares held for Mr. Gilkey's
individual account under the Savings Plan. Excludes 95,478 shares held by
Sterling's Deferred Compensation Plan and 3,248 shares (as of December 31,
1998) held by the Savings Plan for the benefit of Mr. Gilkey, as to which
shares Mr. Gilkey disclaims beneficial ownership.
(6) Includes 30,000 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999 and 1,865 shares held for Mr. Harlow's
individual account under the Savings Plan. Excludes 13,866 shares held by
Sterling's Deferred Compensation Plan and 1,703 shares (as of December 31,
1998) held by the Savings Plan for the benefit of Mr. Harlow, as to which
shares Mr. Harlow disclaims beneficial ownership.
(7) Includes 28,000 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999 and 2,512 shares held for Ms. Stanley's
individual account under the Savings Plan. Excludes 12,224 shares held by
Sterling's Deferred Compensation Plan and 1,424 shares (as of December 31,
1998) held by the Savings Plan for the benefit of Ms. Stanley, as to which
shares Ms. Stanley disclaims beneficial ownership.
(8) Includes 7,000 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999.
(9) Includes 58,250 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999 and 3,388 shares held for Mr. Zuppe's
individual account under the Savings Plan. Excludes 64,883 shares held by
Sterling's Deferred Compensation Plan and 2,990 shares (as of December 31,
1998) held by the Savings Plan for the benefit of Mr. Zuppe, as to which
shares Mr. Zuppe disclaims beneficial ownership.
(10) Includes 301,250 shares issuable pursuant to stock options exercisable
within 60 days of January 31, 1999 and 23,597 shares held in individual
accounts under the Savings Plan. Excludes 208,070 shares held by
Sterling's Deferred Compensation Plan and 13,834 shares (as of December
31, 1998) held by the Savings Plan for the benefit of members of the
group, as to which shares such members disclaim beneficial ownership.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Philosophy
Sterling seeks to promote a strong pay-for-performance culture by aligning
compensation with Sterling's performance. Sterling's Board of Directors
believes that compensation should:
- - relate to the value created for Shareholders by being directly tied to the
financial performance and condition of Sterling and each Executive
Officer's contribution thereto;
- - reward individuals who help Sterling achieve its short-term and long-term
objectives and thereby contribute significantly to the success of
Sterling;
- - help to attract and retain the most qualified individuals available by
being competitive in terms of compensation paid to persons having similar
responsibilities and duties in other companies in the same and closely-
related industries; and
- - reflect the qualifications, skills, experience and responsibilities of
each Executive Officer.
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The Personnel Committee, which is composed of three nonemployee Directors,
administers the compensation of the Chief Executive Officer (the "CEO") and
the other Executive Officers of Sterling and its subsidiaries ("Executive
Officers"), subject to review and appropriate approval of Sterling's Board of
Directors.
In determining executive compensation, Sterling uses peer group comparisons
as part of its overall analysis. The Personnel Committee believes that
companies operating in the banking and financial services industries are
appropriate to include in its compensation analysis. Additionally, the
Personnel Committee is advised from time to time by outside compensation
consultants on its compensation policies.
Several factors are used to measure the performance of Sterling and its
Executive Officers. In order to measure corporate financial and operating
results, the Personnel Committee examines Sterling's return on equity and its
earnings per share as compared to the performance of peers. Individual
performance measures are designed to be reasonably attainable, under the
immediate influence of the executive and related to the success of the
individual.
Components of Compensation
At present, the executive compensation program is comprised of base salary,
annual cash incentive compensation, long-term compensation in the form of
deferred compensation and stock options and benefits typically offered to
executives of similar corporations.
Base Salary. In establishing the base salaries of the CEO and the other
Executive Officers, the Personnel Committee examines competitive peer group
surveys and data in order to determine whether compensation is competitive
with that offered by other companies in the banking and financial services
industries. The Personnel Committee looks primarily at companies which are
similar in terms of their size and the complexity of their operations. The
Personnel Committee also takes into account Sterling's financial and operating
performance as compared with the industry as a whole and considers the diverse
skills required of its executive management to expand its operations while
maintaining good performance. In addition, the Personnel Committee considers
the particular executive's performance, responsibilities, qualifications and
experience in the banking industry.
Annual Cash Incentive Compensation. Sterling maintains an Annual Cash
Incentive Compensation Program. The annual component of this plan is intended
to encourage and reward the achievement of (1) growth in Sterling's reported
earnings and (2) targeted returns on equity. These criteria are deemed by the
Personnel Committee to be critical to increasing Shareholder value. The plan
also is designed to assist in the attraction and retention of qualified
employees, to further link the financial interests and objectives of employees
with those of Sterling, and to foster accountability and teamwork throughout
Sterling.
Deferred Compensation Plan. Since 1984, Sterling has maintained a
nonqualified Deferred Compensation Plan. The Deferred Compensation Plan
component of the overall compensation plan is intended to link compensation to
the long-term performance of Sterling and to provide a strong incentive for
increasing Shareholder value. As of January 31, 1999, there were eight
participants in the Deferred Compensation Plan. The Personnel Committee may,
as it has done in the past, choose additional participants from a group of
management employees. Contributions to the Plan for each given year are
determined by the Board following recommendations by the Personnel Committee.
Contributions to the accounts maintained for Mr. Gilkey and Mr. Zuppe are
allocated in accordance with their respective employment agreements, unless
such contributions are waived. Accounts are
9
<PAGE>
credited with interest each year at the applicable rate for that year.
Participants vest in an additional 10% of their benefit under the Plan for
each year of service with Sterling, with full vesting after ten years of
service and upon death or disability or retirement at or after age 60. Payment
of an account may be in a lump sum or in installments as determined by the
Personnel Committee, and installments may be accelerated by the Committee.
Payment must be commenced within one year of the termination of the
participant's employment with Sterling.
Long-Term Incentive Plans. The Personnel Committee believes that plans such
as the 1998 Long-Term Incentive Plan provide a competitive incentive
opportunity which links the achievement of financial goals and greater
Shareholder value with individual performance. The purpose of these plans is
to encourage the ownership of Common Stock, attract and retain qualified
employees, develop and maintain strong management and employee loyalty and to
give suitable recognition to individuals' material contributions to Sterling's
success.
Compensation of CEO
During 1998, the compensation of the CEO was based on the general
principles of the executive compensation program and on the CEO's Employment
Agreement. In determining the salary and other forms of compensation for the
Chairman of the Board and CEO, Mr. Gilkey, the Personnel Committee took into
consideration Mr. Gilkey's substantial experience and standing in the industry
in general and with Sterling in particular. The Personnel Committee also
considered the increased responsibilities for Mr. Gilkey as a result of
Sterling's diversification and growth in recent years. The Personnel Committee
believes that Mr. Gilkey's compensation as Chief Executive Officer
appropriately reflects Sterling's performance during 1998 and his
contributions to that performance.
Personnel Committee Interlocks and Insider Participation
During 1998 there were no "interlocking" or cross-board memberships, which
are required to be disclosed under SEC rules.
For a general description of transactions and relationships Directors and
Executive Officers and their associates may have had with Sterling and its
affiliates during the year, see "Interest of Directors and Executive Officers
in Certain Transactions."
Submitted on behalf of the Personnel Committee:
Robert D. Larrabee, Chairman
James P. Fugate
Robert Meyers
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation received
from Sterling by each of the named Executive Officers for services in all
capacities to Sterling and its subsidiaries for the last three years and the
transition period.(/1/)
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Name and ------------------------------------------ ---------------------
Principal Fiscal Other Annual Securities Underlying All Other
Position Year(/1/) Salary($) Bonus($) Comp.($)(/2/) Options(#) Comp.($)(/3/)
- ------------------------ --------- --------- -------- ------------- --------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harold B. Gilkey, 1998 252,000 24,000 41,376 20,000 166,329
Chairman & CEO of 1997 240,000 0 35,368 10,000 153,904
Sterling 1996.5 120,000 0 15,934 7,000 42,952
1996 240,000 0 54,774 36,000 86,789
William W. Zuppe, 1998 189,000 18,000 38,554 20,000 82,850
President & COO of 1997 180,000 0 32,606 10,000 76,520
Sterling 1996.5 90,000 0 15,106 6,000 31,284
1996 180,000 0 60,258 31,000 37,478
David P. Bobbitt, 1998 120,000 18,000 6,600 7,500 7,100
Exec. Vice President 1997 110,000 0 N/A 5,000 3,266
of Sterling Savings(/4/) 1996.5 -- -- -- -- --
1996 -- -- -- -- --
Heidi B. Stanley, 1998 102,000 18,000 12,375 7,500 17,256
Exec. Vice President 1997 -- -- -- -- --
of Sterling Savings(/5/) 1996.5 -- -- -- -- --
1996 -- -- -- -- --
John M. Harlow, 1998 165,000 35,000 11,665 7,500 21,311
Vice President 1997 156,000 0 N/A 5,000 18,475
of Sterling Savings; 1996.5 78,000 0 N/A 5,000 7,845
President of 1996 144,000 25,000 N/A 23,000 13,903
INTERVEST
</TABLE>
- --------
(1) The transition period is identified as Fiscal Year 1996.5 for purposes of
this Table and includes the period of July 1, 1996-December 31, 1996. In
November 1996, fiscal year-end was changed from June 30 to December 31.
(2) Compensation amounts are not required to be provided where the aggregate
amounts of perquisites and other personal benefits do not exceed the
lesser of either $50,000 or 10% of the total of such officer's annual
salary and bonus. Amounts shown for 1998 include Director's fees of
$26,200 each for Messrs. Gilkey and Zuppe, and $500 for Mr. Harlow; auto
allowances of $8,400 each for Messrs. Gilkey and Zuppe, and $6,600 each
for Mr. Bobbitt, Ms. Stanley, and Mr. Harlow; and club dues of $6,776,
$3,954, $5,775 and $4,565 for Mr. Gilkey, Mr. Zuppe, Ms. Stanley, and Mr.
Harlow, respectively.
(3) Includes 1998 vesting of amounts in the Deferred Compensation Plan,
matching contributions under Sterling Savings' Employee Savings Plan and
the value (as projected on an actuarial basis pursuant to I.R.C. Rev.
Rule 55-747 ("PS 58")) of the premium for life insurance coverage
provided for Messrs. Gilkey and Zuppe. Aggregate contributions to the
Deferred Compensation Plan during 1998, 1997, the transition period and
fiscal year 1996 for the named officers were $118,000, $82,000, 78,000
and 280,000, respectively.
(4) Mr. Bobbitt joined Sterling Savings in March of 1996 and did not qualify
for inclusion on this Table until 1997.
(5) Ms. Stanley did not qualify for inclusion on this Table until 1998.
11
<PAGE>
Employment Agreements and Arrangements
Sterling has entered into employment agreements (the "Agreements") with
Messrs. Gilkey and Zuppe, which provide for annual fixed minimum salaries.
Salaries for 1999 for Mr. Gilkey and Mr. Zuppe have been set at $280,000 and
$210,000, respectively. Additionally, the Agreements provide for incentive
bonuses, non-qualified deferred compensation, long-term incentive compensation
including stock options, certain perquisites, split-dollar life insurance
policies and rights to participate in other benefit programs offered or
maintained by Sterling. The Agreements expire on June 30, 2000 and then will
be extended automatically to Mr. Gilkey's 65th birthday and for an additional
5 years for Mr. Zuppe, unless Sterling gives written notice of non-renewal
prior to December 31, 1999.
The Agreements provide for the payment of certain severance benefits to
Messrs. Gilkey and Zuppe upon termination of their employment by Sterling
without cause or following a constructive discharge, a notice of non-renewal
or their permanent disability. Pursuant to these provisions, Mr. Gilkey and
Mr. Zuppe would be entitled to receive their base salary in effect at the time
of termination until the later to occur of the expiration of their Agreements
or the end of a three-year period. In the event Messrs. Gilkey or Zuppe were
discharged within eighteen months following a change in control of Sterling,
they would be entitled to their base salaries and incentive bonuses, at the
highest annual rates during their employment, for a three-year period. In
addition, earned but unpaid base salary and incentive bonus amounts and
amounts held for Messrs. Gilkey and Zuppe in the Deferred Compensation Plan as
of the date of termination would be payable in full. Group hospitalization,
health, dental care, life or other insurance, including travel, accident and
disability insurance and the perquisites set forth in the Agreements would
continue through the end of the applicable period. Stock options granted
pursuant to the Agreements would become fully exercisable during the severance
period. In the event any payments received by Messrs. Gilkey and Zuppe in
connection with a change in control were subject to the excise tax imposed
upon certain change-in-control payments under federal tax laws, the Agreements
provide for an additional payment sufficient to restore each executive to the
same after-tax position the executive would have been in if the excise tax had
not been imposed.
Sterling is the plaintiff in a lawsuit which is pending in the United
States Court of Federal Claims (the "Lawsuit"). The Lawsuit is an action for
damages arising out of the government's breach of its contracts with Sterling
in connection with Sterling's past acquisitions of certain troubled thrift
associations. In the event that a settlement or judgment amount is received by
Sterling as a result of the Lawsuit, Messrs. Gilkey and Zuppe are entitled by
the terms of the Agreements to receive three percent and two percent,
respectively, of the gross amount received in recognition of their substantial
contribution in bringing about the settlement or judgment. This provision is
intended to survive the termination of the Agreements.
12
<PAGE>
The following tables set forth information with respect to stock options
granted to and exercised by the Chief Executive Officer of Sterling and the
next four most highly compensated Executive Officers during 1998.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted in Exercise or for Option Term
Options Fiscal Base Price Expiration ----------------------
Name Granted Year ($/Sh)(/1/) Date 5% ($) 10% ($)
------------ ---------- ---------- ----------- ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Harold B. Gilkey 20,000 12.48 16.375 12/15/08 205,960 521,946
William W. Zuppe 20,000 12.48 16.375 12/15/08 205,960 521,946
David P. Bobbitt 900 0.56 16.375 2/28/06 7,036 16,853
6,000 3.74 16.375 2/28/07 54,167 133,418
600 0.37 16.375 2/28/08 6,178 15,658
Heidi B. Stanley 900 0.56 16.375 2/28/06 7,036 16,853
4,500 2.81 16.375 2/28/07 40,625 100,063
2,100 1.31 16.375 2/28/08 21,625 54,804
John M. Harlow 4,500 2.81 16.375 2/28/07 40,625 100,063
3,000 1.87 16.375 2/28/08 30,894 78,292
</TABLE>
- --------
(1) The Exercise or Base Price is the fair market value of the Common Stock
on the date of grant as listed on the Nasdaq National Market, as
adjusted for stock dividends declared and/or paid.
Aggregated Option Exercises in Last Fiscal Year and
Year-End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options at Year-
Options at Year-End End ($)(/1/)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harold B.
Gilkey 0 0 56,000 33,000 288,490 21,500
William W.
Zuppe 2,000 34,435 58,250 32,000 346,247 18,499
David P. Bobbitt 0 0 14,000 17,500 43,375 19,562
Heidi B.
Stanley 0 0 28,000 19,500 135,820 25,311
John M.
Harlow 0 0 30,000 20,500 145,960 28,312
</TABLE>
- --------
(1) Values are adjusted for stock dividends declared and/or paid.
13
<PAGE>
SHAREHOLDER RETURN COMPARISON
The following chart sets forth a five-year comparison of total Shareholder
return on the Common Stock of Sterling to the Nasdaq National Stock Index (US
Companies) and Nasdaq Financial Stock Index consisting of all financial
companies listed under SIC codes 60 through 67. The chart assumes an investment
of $100 on December 31, 1993 and the reinvestment of all dividends.
The stock price performance shown on the following chart is provided as of
year end and may not be indicative of current stock price levels or future
stock price performance.
[PERFORMANCE GRAPH APPEARS HERE}
Comparison of Cumulative Total Shareholder Returns
Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31,
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
Sterling Financial Corporation 100 90.21 121.01 124.31 191.42 149.62
NASD Financial - Industry Index 100 100.24 145.98 187.13 285.87 276.58
NASDAQ - Broad Market Index 100 104.99 136.18 169.23 207 291.96
14
<PAGE>
PROPOSAL 2: RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP to serve as
independent auditors for Sterling and its subsidiaries for the year ending
December 31, 1999, and any interim periods, subject to ratification by the
Shareholders at the Annual Meeting. PricewaterhouseCoopers LLP has advised
Sterling that it will have in attendance at the Annual Meeting one or more
representatives who will be available to respond to appropriate questions
presented at the Annual Meeting. Such representatives will be given an
opportunity to make a statement at the Annual Meeting if they desire to do so.
If the appointment of PricewaterhouseCoopers LLP is not ratified by the
required number of votes, the Board will reconsider its selection of
independent auditors for 1999.
The Board of Directors unanimously recommends that Shareholders vote "FOR"
the Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants for Sterling for 1999.
OTHER MATTERS
Sterling knows of no other business that will be presented for
consideration at the Annual Meeting other than those items set forth herein.
The enclosed Proxy, however, confers discretionary authority to the Proxy
agents to vote with respect to matters which may be presented at the Annual
Meeting, including the election of any person as a Director in the event a
nominee of the Board of Directors of Sterling is unable to serve. If any such
matters come before the Annual Meeting, the Proxy agents will vote according
to their own judgment.
INTEREST OF DIRECTORS, OFFICERS AND OTHERS
IN CERTAIN TRANSACTIONS
Certain of the Directors and Executive Officers of Sterling and its
subsidiaries were customers of and had transactions with Sterling Savings
during 1998. In addition, certain Directors and Executive Officers are
officers, directors or shareholders of corporations or members of partnerships
which were customers of or had transactions with Sterling Savings during 1998.
All such transactions were in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
and did not involve more than the normal risk of collectability or present
other unfavorable features. The law firm of Witherspoon, Kelley, Davenport &
Toole, P.S., of which Ned M. Barnes is a principal, received approximately
$766,374 during 1998 for legal services rendered to Sterling and its
subsidiaries, exclusive of amounts paid by customers.
INDEPENDENT AUDITORS
Sterling's independent public accountant, PricewaterhouseCoopers LLP, has
advised Sterling that it will have a representative at the Annual Meeting. The
representative will have an opportunity to make a statement, if so desired,
and will be available to respond to appropriate questions. As described under
"Proposal 2: Ratification of Appointment of Independent Auditors," the Audit
Committee has recommended and the Board of Directors has approved, subject to
ratification at the Annual Meeting, appointment of PricewaterhouseCoopers LLP
as the independent public accountants for the year ending December 31, 1999
and any interim periods.
15
<PAGE>
SHAREHOLDER PROPOSALS
It is presently anticipated that the next Annual Meeting of Shareholders of
Sterling will be held on Tuesday, April 25, 2000. In order for any Shareholder
proposal to be considered for inclusion in the proxy materials of Sterling for
the 2000 Annual Meeting of Shareholders, such proposal must be submitted, in
accordance with the rules and regulations of the SEC, in writing to the
Secretary of Sterling at Sterling's corporate offices by December 1, 1999.
SECTION 16 OF THE SECURITIES EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, and
the regulations thereunder, Sterling's Directors, Executive Officers and
beneficial owners of more than 10% of any registered class of Sterling equity
securities are required to file reports of their ownership of Sterling's
securities and any changes in that ownership with the SEC. Based solely upon
written representations from such reporting persons, Sterling believes that
during 1998 such filing requirements were complied with.
ANNUAL REPORT
A copy of Sterling's 1998 Financial Highlights and Sterling's Annual Report
on Form 10-K as filed with the SEC, are enclosed.
16
<PAGE>
[LOGO OF STERLING FINANCIAL CORPORATION]
111 North Wall Street
Spokane, WA 99201
(509) 358-6160
<PAGE>
STERLING FINANCIAL CORPORATION
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF STERLING, for use at
the Annual Meeting of Shareholders to be held in the Conference Theater of the
Agricultural Trade Center (located in the Convention Center), 334 West Spokane
Falls Boulevard, Spokane, Washington, on Tuesday, April 27, 1999, at 10:00 a.m.
The undersigned hereby appoints Harold B. Gilkey and William W. Zuppe and
each of them, with full power of substitution, as proxies of the undersigned, to
vote at the above-stated Annual Meeting and at all adjournments thereof, all
shares of Sterling Financial Corporation held of record by the undersigned on
the record date for the Meeting upon the following matters and upon any other
matters which may properly come before the Meeting or any adjournment thereof in
their discretion.
(Continued and to be signed on the other side.)
XXXXXXXXXXXXXXX
X See Reverse X
X Side X
XXXXXXXXXXXXXXX
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
Please mark
your votes [X]
as indicated
(1) TO ELECT DIRECTORS FOR A TERM EXPIRING AT THE ANNUAL MEETING IN 2002.
[ ] FOR All Nominees [ ] WITHHOLD AUTHORITY to Vote for all Nominees
INSTRUCTION - To withhold authority to vote for any individual nominee,
strike a line through such nominee's name. This proxy will be deemed to
confer authority to vote for each nominee whose name is not stricken.
Harold B. Gilkey
Robert E. Meyers
(2) TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1999 AND ANY INTERIM
PERIODS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
I plan to attend the meeting. [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY
Every properly signed proxy will be voted in the manner specified hereon and in
the absence of specification will be treated as granting authority to vote for
all nominees in the election of Directors and for Proposal (2) above.
Receipt of Notice of Annual Meeting and Proxy Statement is hereby acknowledged
BY SHAREHOLDER WHOSE NAME APPEARS ON LEFT.
Signature(s)______________________________________________ Date:_______________
Print Name, and Title or Company, if Applicable. You may, if you so desire,
revoke your proxy and vote in person.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
