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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
SEACOAST BANKING CORPORATION OF FLORIDA
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:__________
_________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:_____________
_________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):__________________________
_________________________________________________________________________
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(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:_________________________________________________
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(3) Filing Party:____________________________________________________________
(4) Date Filed:______________________________________________________________
[OBJECT OMITTED]
March 18, 2003
TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:
You are cordially invited to attend the 2003 Annual Meeting of Shareholders
of Seacoast Banking Corporation of Florida ("Seacoast" or the "Company"), which
will be held at the Port St. Lucie Community Center, 2195 S.E. Airoso Boulevard,
Port St. Lucie, Florida, on Thursday, May 1, 2003, at 3:00 P.M., Local Time (the
"Meeting").
Enclosed are the Notice of Meeting, Proxy Statement, Proxy and our 2002
Annual Report to Shareholders (the "Annual Report"). At the Meeting, you will be
asked to consider and vote upon various proposals, which are outlined in the
Notice of Meeting, and which are described in detail in the Proxy Statement. We
hope you can attend the Meeting and vote your shares in person. In any case, we
would appreciate your completing the enclosed Proxy and returning it to us as
soon as possible. This action will ensure that your preferences will be
expressed on the matters that are being considered. If you are able to attend
the Meeting, you may vote your shares in person even if you have previously
returned your Proxy.
We want to thank you for your support this past year. We are proud of our
progress as reflected in the results for 2002, and we encourage you to review
carefully our Annual Report.
If you have any questions about the Proxy Statement or our Annual Report,
please call or write us.
Sincerely,
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Dennis S. Hudson III
President & Chief Executive Officer
SEACOAST BANKING CORPORATION OF FLORIDA
815 Colorado Avenue
Stuart, Florida 34994
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 2003
Notice is hereby given that the 2003 Annual Meeting of Shareholders of
Seacoast Banking Corporation of Florida ("Seacoast" or the "Company") will be
held at the Port St. Lucie Community Center, 2195 S.E. Airoso Boulevard, Port
St. Lucie, Florida, on Thursday, May 1, 2003, at 3:00 P.M., Local Time (the
"Meeting"), for the following purposes:
1. To re-elect four Class I directors and to elect two new Class III
directors;
2. To approve an amendment to the Company's Articles of Incorporation to
revise the existing shareholder supermajority voting requirement
applicable to business combinations so that business combinations will
require a vote of only a simple majority of the outstanding shares of
the Company's common stock that are entitled to vote if the business
combination is approved by (i) 66-2/3% of the members of the Company's
Board of Directors, and (ii) a majority of the members of the
Company's Board of Directors who were directors as of February 28,
2003 or who were otherwise determined to be "continuing directors" by
the Company's Board of Directors. Other business combinations must be
approved by (i) the holders of 66-2/3% of the outstanding shares of
the Company's common stock that are entitled to vote, and (ii) the
holders of a majority of the outstanding shares of the Company's
common stock that are not owned by the Company's affiliates and
persons that became 5% or greater shareholders of the Company after
February 28, 2003;
3. To grant the proxy holders discretionary authority to vote to adjourn
the Meeting for up to 120 days to allow for the solicitation of
additional proxies in the event that there are insufficient shares
voted at the Meeting, in person or by proxy, to approve Proposal 2;
and
4. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The enclosed Proxy Statement explains these proposals in greater detail. We
urge you to read these materials carefully. Appendix A contains a copy of the
Company's proposed Articles of Incorporation, as amended and restated to reflect
the proposed amendment described above.
Only shareholders of record at the close of business on February 28, 2003
are entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. All shareholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign and return the enclosed Proxy in
the accompanying envelope.
By Order of the Board of Directors
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Dennis S. Hudson III
President & Chief Executive Officer
March 18, 2003
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO
SEACOAST IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
May 1, 2003
INTRODUCTION
General
This Proxy Statement is being furnished to the shareholders of Seacoast
Banking Corporation of Florida, a Florida corporation ("Seacoast" or the
"Company"), in connection with the solicitation of proxies by Seacoast's Board
of Directors from holders of Seacoast's common stock ("Common Stock") for use at
the 2003 Annual Meeting of Shareholders of Seacoast to be held on May 1, 2003,
and at any adjournments or postponements thereof (the "Meeting"). Unless
otherwise clearly specified, the terms "Company" and "Seacoast" include the
Company and its subsidiaries.
The Meeting is being held to consider and vote upon the proposals
summarized below under "Summary of Proposals" and described in greater detail
elsewhere herein. Seacoast's Board of Directors knows of no other business that
will be presented for consideration at the Meeting other than the matters
described in this Proxy Statement.
The 2002 Annual Report to Shareholders ("Annual Report"), including
financial statements for the fiscal year ended December 31, 2002, accompanies
this Proxy Statement. These materials are first being mailed to the shareholders
of Seacoast on or about March 18, 2003.
The principal executive offices of Seacoast are located at 815 Colorado
Avenue, Stuart, Florida 34994, and its telephone number is (772) 287-4000.
Summary of Proposals
The proposals to be considered at the Meeting may be summarized as follows:
Proposal 1. To re-elect four Class I directors and to elect two new Class
III directors nominated by the Company's Nominating/Governance Committee;
Proposal 2. To approve an amendment to the Company's Articles of
Incorporation to revise the existing shareholder supermajority voting
requirement applicable to business combinations so that business combinations
will require a vote of only a simple majority of the outstanding shares of the
Company's common stock that are entitled to vote if the business combination is
approved by (i) 66-2/3% of the members of the Company's Board of Directors, and
(ii) a majority of the members of the Company's Board of Directors who were
directors as of February 28, 2003 or who were otherwise determined to be
"continuing directors" by the Company's Board of Directors. Other business
combinations must be approved by (i) the holders of 66-2/3% of the outstanding
shares of the Company's common stock that are entitled to vote, and (ii) the
holders of a majority of the outstanding shares of the Company's common stock
that are not owned by the Company's affiliates and persons that became 5% or
greater shareholders of the Company after February 28, 2003;
Proposal 3. To grant the proxy holders discretionary authority to vote to
adjourn the Meeting for up to 120 days to allow for the solicitation of
additional proxies in the event that there are insufficient shares voted at the
Meeting, in person or by proxy, to approve Proposal 2; and
Proposal 4. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
Quorum and Voting Requirements
Holders of record of shares of the Company's Common Stock, as of the Record
Date (as defined below) are entitled to one vote per share on each matter to be
considered and voted upon at the Meeting. As of the Record Date, there were
13,949,905 total votes entitled to be cast by the holders of the outstanding
Common Stock.
To hold a vote on any proposal, a quorum must be present, which is a
majority of the total votes entitled to be cast by the holders of the
outstanding shares of Common Stock. In determining whether a quorum exists at
the Meeting for purposes of all matters to be voted on, all votes "for" or
"against," as well as all abstentions and broker non-votes, will be counted. A
"broker non-vote" occurs when a nominee does not have discretionary voting power
with respect to that proposal and has not received instructions from the
beneficial owner.
Proposals 1 and 3 require approval by a "plurality" of the votes cast by
the holders of the outstanding shares of Common Stock entitled to vote in the
election. This means that Proposals 1 and 3 will be approved only if more votes
cast at the Meeting are voted in favor of each of the proposals than are voted
against them. Neither abstentions nor broker non-votes will be counted as votes
cast for purposes of determining whether Proposal 1 has received sufficient
votes for approval.
Proposal 2 requires approval by the affirmative vote of 66-2/3% of all
votes entitled to be cast at the Meeting. Both abstentions and broker non-votes
will have the same effect as votes cast against Proposal 2 for purposes of
determining whether the Proposal has received sufficient votes for approval.
Unless otherwise required by the Company's Articles of Incorporation or
Bylaws, or by applicable law, any other proposal that is properly brought before
the Meeting will require approval by the affirmative vote of a plurality of
votes cast at the Meeting. With respect to any such proposal, neither
abstentions nor broker non-votes will be counted as votes cast for purposes of
determining whether the proposal has received sufficient votes for approval.
Directors and executive officers of the Company beneficially hold
approximately 22.91% of all the votes entitled to be cast at the Meeting.
Record Date, Solicitation and Revocability of Proxies
The Board of Directors of Seacoast has fixed the close of business on
February 28, 2003 as the record date ("Record Date") for determining the
shareholders entitled to notice of, and to vote at, the Meeting. Accordingly,
only holders of record of shares of Common Stock on the Record Date will be
entitled to notice of, and to vote at, the Meeting. At the close of business on
such date, there were 15,549,378 shares of Common Stock issued and 13,949,905
shares outstanding, which were held by approximately 897 holders of record.
Shares of Common Stock represented by properly executed Proxies, if such
Proxies are received in time and not revoked, will be voted at the Meeting in
accordance with the instructions indicated in such Proxy. If a valid Proxy is
returned and no instructions are indicated, such shares of Common Stock will be
voted FOR Proposals 1, 2 and 3, and in the discretion of the proxy holder as to
any other matter that may come properly before the Meeting.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise at the Meeting by either (i) giving written notice of revocation to the
Secretary of Seacoast, (ii) properly submitting to Seacoast a duly executed
Proxy bearing a later date, or (iii) appearing in person at the Meeting and
voting in person. All written notices of revocation or other communications with
respect to revocation of Proxies should be addressed as follows: Seacoast
Banking Corporation of Florida, 815 Colorado Avenue, Stuart, Florida 34994,
Attention: Sharon Mehl, Secretary.
PROPOSAL 1
ELECTION OF DIRECTORS
General
The Meeting is being held to, among other things, re-elect four Class I
directors of Seacoast, each to serve a three year term and until their
successors have been elected and qualified, and to elect two new Class III
directors, each to serve a two year term and until their successors have been
elected and qualified. The nominees have been nominated by the
Nominating/Governance Committee of the Board of Directors. All of the nominees,
except Messrs. Stephen E. Bohner and T. Michael Crook, are presently directors
of Seacoast. All of the nominees also serve as members of the Board of Directors
of Seacoast's banking subsidiary, First National Bank and Trust Company of the
Treasure Coast (the "Bank"). The members of the Boards of Directors of the Bank
and the Company are the same except for Marian B. Monroe, and the two nominees,
Stephen E. Bohner and T. Michael Crook, who are currently directors of the Bank
only.
As provided in Seacoast's Articles of Incorporation, the Company's Board of
Directors is divided into three classes: Class I directors, who presently are
serving a term expiring at the Company's 2003 annual meeting of shareholders;
Class II directors, who presently are serving a term expiring at the Company's
2004 annual meeting of shareholders; and Class III directors, who presently are
serving a term ending at the Company's 2005 annual meeting of shareholders.
Currently, the Board is classified as follows:
Class Term Names of Directors
Class I Term Expires at the 2003 Annual Meeting Jeffrey C. Bruner
Christopher E. Fogal
Dale M. Hudson
John R. Santarsiero, Jr.
Class II Term Expires at the 2004 Annual Meeting John H. Crane
Jeffrey S. Furst
Dennis S. Hudson, Jr.
Thomas H. Thurlow, Jr.
Class III Term Expires at the 2005 Annual Meeting Evans Crary, Jr.
A. Douglas Gilbert
Dennis S. Hudson, III
Upon approval of Proposal 1, the Class I directors will be re-elected for a
three year term expiring at the 2006 Company annual meeting of shareholders, and
Messrs. Stephen E. Bohner and T. Michael Crook will become newly elected Class
III directors and serve a term ending at the 2005 Company annual meeting of
shareholders.
All shares represented by valid Proxies, and not revoked before they are
exercised, will be voted in the manner specified therein. If no specification is
made, the Proxies will be voted FOR the election of each of the six nominees
listed below. Although all nominees are expected to serve if elected, if any
nominee is unable to serve, then the persons designated as Proxies will vote for
the remaining nominees and for such replacements, if any, as may be nominated by
Seacoast's Nominating/Governance Committee. Proxies cannot be voted for a
greater number of persons than the number of nominees specified herein (six
persons). Cumulative voting is not permitted.
The affirmative vote of the holders of shares of Common Stock representing
a plurality of the votes cast at the Meeting at which a quorum is present is
required for the election of the directors listed below.
The nominees have been nominated by Seacoast's Nominating/Governance
Committee, and the Board of Directors unanimously recommends a vote "FOR" the
election of all six nominees listed below.
The following table sets forth the name and age of each nominee for
director, as well as each incumbent director who is not a nominee and each
executive officer of the Company who is not a director or nominee, the year in
which he was first elected a director or executive officer, as the case may be,
a description of his position and offices with Seacoast or the Bank, a brief
description of his principal occupation and business experience, and the number
of shares of Common Stock beneficially owned by him as of February 28, 2003. See
"Information About the Board of Directors and Its Committees."
Name, Age, Director Class and Shares of Common
Year First Elected or Stock Percentage of
Appointed a Director Beneficially Common Stock
or Executive Officer Information About Nominees for Director Owned (1) Outstanding (l)
Stephen E. Bohner (50) Mr. Bohner has been President and owner 300 (2)
Class III, 2003 of Premier Realty Group, a real estate
company located in Sewalls Point,
Florida, since 1987.
Jeffrey C. Bruner (52) Mr. Bruner has been a self-employed real 21,690 (4) (2)
Class I, 1983 (3) estate investor in Stuart, Florida,
since 1972.
T. Michael Crook (55) Mr. Crook has been a principal with the 3,658 (2)
Class III, 2003 (3) public accounting firm of Proctor,
Crook & Crowder, CPA, P.A., located in
Stuart, Florida, since 1979. He was
previously a director of Barnett Bank of
Martin County's Board of Directors for 11
years.
Christopher E. Fogal (51) Mr. Fogal, a certified public accountant, 20,034 (5) (2)
Class I, 1997 has been a managing partner of Fogal,
Lynch, Johnson & Long, a public accounting
firm located in Ft. Pierce, Florida, since
1979.
Dale M. Hudson (68) Mr. Hudson was named Chairman of Seacoast 1,504,255 (7) 10.78%
Class I, 1983 (6) in June 1998. He previously served as
Chief Executive Officer of Seacoast from
1992, as President of Seacoast from 1990,
and as Chairman of the Board of the Bank
from September 1992.
John R. Santarsiero, Jr. (58) Mr. Santarsiero has been President and 23,346 (2)
Class I, 1983 owner of SunCepts, Inc., a
manufacturing and distribution company
whose principal product is
multi-functional eyeglass cord/covers,
since 2002. He has been a private
investor since 1988.
Name, Age, Director Class Shares of Common
and Year First Elected or Stock Percentage of
Appointed a Director Beneficially Common Stock
or Executive Officer Information About Incumbent Directors Owned (1) Outstanding (l)
John H. Crane (73) Mr. Crane is retired, but served as Vice 29,907 (8) (2)
Class II, 1983 President of C&W Fish Company, Inc., a
fish processing plant located in the
Stuart, Florida area, from 1982 through
2000. He also served as President of
Krauss & Crane, Inc., an electrical
contracting firm located in Stuart,
Florida, from 1957 through 1997.
Evans Crary, Jr. (73) Mr. Crary is a retired partner of Crary, 18,786 (2)
Class III, 1983 Buchanan, Bowdish, Bovie, Beres, Negron
& Thomas, Chartered (Crary-Buchanan), a
law firm located in Stuart, Florida. Mr.
Crary has practiced law in Stuart,
Florida, since 1952.
Jeffrey S. Furst (58) Mr. Furst was elected Property Appraiser 141,590 (9) 1.01%
Class II, 1997 for St. Lucie County, Florida in 2000.
He has been a real estate broker since
1973 and is the former owner of Sun
Realty, Inc. in Port St. Lucie, Florida.
A. Douglas Gilbert (62) Mr. Gilbert, Senior Executive Vice 139,557 (10) 1.00%
Class III, 1990 President of Seacoast, was named Chief
Operating Officer of Seacoast and President
of the Bank in June 1998. Mr. Gilbert has
served as Chief Credit Officer of Seacoast
since July 1990, and was Chief Banking
Officer from September 1992 to October 1995.
He was named Chief Operating and Credit
Officer of the Bank in October 1994.
Dennis S. Hudson, Jr. (75) Mr. Hudson served as Chairman of the Board 1,223,361 (11) 8.77%
Class II, 1983 (6) of Seacoast from 1990 to June 1998, when
he retired.
Dennis S. Hudson, III (47) Mr. Hudson was named President and Chief 1,245,960 (12) 8.93%
Class III, 1984 (6) Executive Officer of Seacoast in June
1998 and has served as Chief Executive
Officer of the Bank since 1992. Previously,
he was Chief Operating Officer of Seacoast
from 1990 and President of the Bank from
1992.
Thomas H. Thurlow, Jr. (66) Mr. Thurlow has been an officer and a 34,422 (13) (2)
Class II, 1983 (6) director of Thurlow & Thurlow, P.A., a
law firm in Stuart, Florida, since 1981, and
has practiced law in Stuart, Florida, since
1961.
Name, Age, Director Class Shares of Common
and Year First Elected or Stock Percentage of
Appointed a Director Information About Executive Officers Beneficially Common Stock
or Executive Officer Who Are Not Also Directors or Nominees: Owned (1) Outstanding (l)
-------------------- -------------------------------------- --------- ---------------
C. William Curtis, Jr. (64) Mr. Curtis, Senior Executive Vice 129,167 (14) (2)
1995 President of Seacoast and the Bank, has
served as Chief Banking Officer of Seacoast
and the Bank since October 1995, and was
named President of the Bank's Indian River
County operations in October 1999. Mr. Curtis
formerly was Area President of First Union
Bank in Sarasota and Manatee Counties, a $970
million banking unit with 21 offices.
William R. Hahl (54) Mr. Hahl, Executive Vice President/ 64,150 (15) (2)
1990 Finance Group, has served as the Chief
Financial Officer of Seacoast and the
Bank since July 1990.
Nominees and executive 3,580,084 25.66%
officers as a group
(15 persons)
(1) Information relating to beneficial ownership of Common Stock by directors
is based upon information furnished by each person using "beneficial
ownership" concepts set forth in the rules of the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended
(the "1934 Act"). Under such rules, a person is deemed to be a "beneficial
owner" of a security if that person has or shares "voting power," which
includes the power to vote or direct the voting of such security, or
"investment power," which includes the power to dispose of or to direct the
disposition of such security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under such rules, more than one person
may be deemed to be a beneficial owner of the same securities, and a person
may be deemed to be a beneficial owner of securities as to which he or she
may disclaim any beneficial ownership. Accordingly, nominees are named as
beneficial owners of shares as to which they may disclaim any beneficial
interest. Except as indicated in other notes to this table describing
special relationships with other persons and specifying shared voting or
investment power, directors possess sole voting and investment power with
respect to all shares of Common Stock set forth opposite their names.
(2) Less than 1%.
(3) Mr. Bruner is married to Mr. Crook's sister.
(4) Includes 810 shares held jointly with Mr. Bruner's wife, 6,450 shares held
by Mr. Bruner as custodian for his son, and 12,000 shares held by Mr.
Bruner as custodian for his two nephews, as to which shares Mr. Bruner may
be deemed to share both voting and investment power.
(5) All 20,034 shares are held jointly with Mr. Fogal's wife, as to which
shares Mr. Fogal may be deemed to share both voting and investment power.
(6) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers. Dale M. Hudson is
married to the sister of Thomas H. Thurlow, Jr. Dennis S. Hudson, III is
the son of Dennis S. Hudson, Jr. and the nephew of Dale M. Hudson.
(7) Includes 1,323,747 shares held by Monroe Partners, Ltd., a family limited
partnership ("Monroe Partners") of which Mr. Hudson and his wife, Mary T.
Hudson, are general partners. Mr. Hudson may be deemed to share both voting
and investment power with respect to such shares with the other general
partner, and as to which Mr. Hudson disclaims beneficial ownership, except
to the extent of his 50% interest in Monroe Partners. Also includes 180,508
shares held jointly with Mr. Hudson's wife, as to which shares Mr. Hudson
may be deemed to share voting and investment power.
(8) All 29,907 shares are held jointly with Mr. Crane's wife, as to which
shares Mr. Crane may be deemed to share both voting and investment power.
(9) Includes 18,207 shares held by the trustee for the IRA of Mr. Furst, 85,155
shares held jointly with Mr. Furst's wife, and 600 shares held jointly with
Mr. Furst's mother, as to which shares Mr. Furst may be deemed to share
both voting and investment power. Also includes 19,347 shares held by Mr.
Furst's wife, and 3,642 shares held jointly by Mr. Furst's wife and
mother-in-law, as to which shares Mr. Furst may be deemed to share both
voting and investment power and as to which shares Mr. Furst disclaims
beneficial ownership.
(10) Includes 18,936 shares held jointly with Mr. Gilbert's wife, as to which
shares Mr. Gilbert may be deemed to share voting and investment power. Also
includes 600 shares held in Mr. Gilbert's IRA and 110,064 shares that Mr.
Gilbert has the right to acquire by exercising options that are exercisable
within 60 days after the Record Date. Also includes 300 shares held by Mr.
Gilbert's wife and 300 shares held by Mr. Gilbert's son, as to which shares
Mr. Gilbert may be deemed to share both voting and investment power and as
to which shares Mr. Gilbert disclaims beneficial ownership.
(11) Includes 1,019,799 shares held by Sherwood Partners, Ltd., a family limited
partnership ("Sherwood Partners") of which Mr. Hudson, his wife, Anne P.
Hudson, and his son, Dennis S. Hudson, III, are general partners, and Mr.
Hudson, his wife and certain trusts are limited partners. Mr. Hudson may be
deemed to share voting and investment power with respect to such shares
with the other general partners, and as to which Mr. Hudson disclaims
beneficial ownership, except to the extent of his interest in Sherwood
Partners. Also includes 142,251 shares held by Mr. Hudson's wife, as to
which shares Mr. Hudson may be deemed to share voting and investment power
and as to which Mr. Hudson disclaims beneficial ownership.
(12) Includes 1,019,799 shares held by Sherwood Partners of which Mr. Hudson and
his mother and father, Anne P. Hudson and Dennis S. Hudson, Jr., are
general partners. Mr. Hudson may be deemed to share voting and investment
power with respect to such shares with the other general partners, and as
to which Mr. Hudson disclaims beneficial ownership, except to the extent of
his 1% interest in Sherwood Partners and as sole trustee of four grantor
trusts that collectively own a 43.8% limited interest in the partnership
and of which he is one of four remainder beneficiaries. Also includes
47,100 shares held jointly with Mr. Hudson's wife and 22,000 shares held by
Mr. Hudson's wife, as to which shares Mr. Hudson may be deemed to share
voting and investment power. Also includes 138,000 shares that Mr. Hudson
has the right to acquire by exercising options that are exercisable within
60 days after the Record Date.
(13) Includes 4,725 shares owned by Mr. Thurlow's wife, as to which shares Mr.
Thurlow may be deemed to share both voting and investment power. Also
includes 20,250 shares held in trust for the benefit of Mr. Thurlow's
mother, as to which Mr. Thurlow, as trustee, may be deemed to have voting
and investment power with respect to such shares. Also includes 4,755
shares held by Mr. Thurlow's mother, as to which shares Mr. Thurlow and his
sister hold power of attorney and therefore may be deemed to share voting
and investment power.
(14) Includes 38,679 shares held by Mr. Curtis' wife and 100 shares held jointly
by Mr. Curtis' wife, daughters and daughter-in-laws, as to which shares Mr.
Curtis may be deemed to share voting and investment power. Also includes
84,000 shares that Mr. Curtis has the right to acquire by exercising
options that are exercisable within 60 days after the Record Date.
(15) Includes 12,085 shares held jointly with Mr. Hahl's wife and 240 shares
held by Mr. Hahl as custodian for his granddaughters, as to which shares
Mr. Hahl may be deemed to share both voting and investment power. Also
includes 51,825 shares that Mr. Hahl has the right to acquire by exercising
options that are exercisable within 60 days after the Record Date.
Information About the Board of Directors and Its Committees
The Board of Directors of Seacoast held eight meetings during 2002.
Seacoast's Board of Directors has three standing committees: the Salary and
Benefits Committee, the Audit Committee and the Nominating/Governance Committee.
The Salary and Benefits Committee and the Audit Committee both serve the same
functions for the Company and the Bank. All directors attended at least 75% of
the total number of meetings of the Board of Directors and attended at least 75%
of the meetings of the Board committees on which they served.
In addition, the Bank's Board of Directors has the following standing
committees: Executive Committee, Investment Committee, Trust Committee and the
Directors Loan Committee. Such committees perform those duties customarily
performed by similar committees at other financial institutions.
The Company's Salary and Benefits Committee is composed of Messrs. Crary
(Chairman), Bohner, Bruner, Furst, Dennis S. Hudson, Jr. and Santarsiero.
Messrs. Bruner and Dennis S. Hudson, Jr. have resigned as members of the Salary
and Benefits Committee, effective immediately following the Meeting, to increase
the Committee's independence. This Committee has the authority to determine the
compensation of the Company's and the Bank's executive officers and employees,
and administers various aspects of the Company's benefit and incentive plans.
This Committee has the power to interpret the provisions of the Company's Profit
Sharing Plan, Employee Stock Purchase Plan, the Seacoast Banking Corporation of
Florida 1991 Stock Option and Stock Appreciation Right Plan (the "1991 Incentive
Plan"), the Seacoast Banking Corporation of Florida 1996 Long-Term Incentive
Plan (the "1996 Incentive Plan"), the Seacoast Banking Corporation of Florida
2000 Long-Term Incentive Plan (the "2000 Incentive Plan"), the Non-Employee
Directors Stock Compensation Plan (the "Directors Stock Plan") and the Executive
Deferred Compensation Plan (the "Compensation Deferral Plan"). This Committee
held two meetings in 2002. See "Salary and Benefits Committee Report."
The Audit Committee is composed of Messrs. Fogal (Chairman), Crane and
Crary, and Mr. Crook as an ex officio member, and has the responsibility of
reviewing Seacoast and its subsidiaries' financial statements and internal
accounting controls, reviewing reports of regulatory authorities and determining
that all audits and examinations required by law are performed. It recommends to
the Board of Directors of the Company the appointment of the independent
auditors for the next fiscal year, reviews their audit plan, and reviews with
the independent auditors the results of the audit and management's response
thereto. The Audit Committee also reviews the adequacy of the internal audit
budget and personnel, the internal audit plan and schedule, and results of
audits performed by the internal audit staff. The Audit Committee is responsible
for overseeing the entire audit function and appraising the effectiveness of
internal and external audit efforts. The Audit Committee periodically reports
its findings to the Board of Directors. The Audit Committee met seven times
during 2002.
During 2002, the entire Board of Directors served as the Nominating
Committee for the purpose of nominating persons to serve on the Board of
Directors. The Board held one meeting in its capacity as the Nominating
Committee during 2002. Effective March 7, 2003, the Nominating Committee was
replaced with the newly-formed Nominating/Governance Committee composed of
Messrs. Furst (Chairman), Bohner and Santarsiero, all of whom are independent
directors. The purpose of the Nominating/Governance Committee is to conduct
reviews, investigations and evaluations, make recommendations, develop policies
or guidelines and take other actions regarding the composition of Seacoast's
Board of Directors, effectiveness and succession, regulatory and legal
compliance, and governance and conduct matters. While nominees recommended by
shareholders may be considered, the Nominating/Governance Committee has not
actively solicited recommendations and has not established any procedures for
this purpose.
Board members who are not executive officers of the Company are paid an
annual retainer of $20,000 for their service as directors of the Company and its
subsidiaries. In addition to the annual retainers, outside Board members receive
$600 for each Board meeting attended, $600 for each committee meeting attended
and $700 for each committee meeting chaired.
Executive Officers
Executive officers are appointed annually at the organizational meeting of
the respective Boards of Directors of Seacoast and the Bank following the annual
meetings of shareholders, to serve until the next annual meeting and until
successors are chosen and qualified. The table set forth under "Proposal 1 -
Election of Directors" lists the nominees for election to the Board of
Directors, directors of Seacoast who are not nominees and the Named Executive
Officers (as defined below) of Seacoast and the Bank who are not nominees to or
members of the Board of Directors, their ages and respective offices held by
them, the period each such position has been held, a brief account of their
business experience for at least the past five years, and the number of shares
of Common Stock beneficially owned by each of them on February 28, 2003.
Management Stock Ownership
As of February 28, 2003, based on available information, all directors and
executive officers of Seacoast as a group (15 persons) beneficially owned
approximately 3,196,195 outstanding shares of Common Stock, constituting 22.91%
of the total number of shares of Common Stock outstanding at that date.
Seacoast's directors and executive officers beneficially owned, as of that date,
outstanding shares of Common Stock having 3,196,195 votes, or 22.91% of the
total votes represented by Common Stock outstanding on the Record Date and
entitled to vote at the Annual Meeting. In addition, as of the Record Date,
various subsidiaries of Seacoast, as fiduciaries, custodians, and agents, had
sole or shared voting power over 69,051 outstanding shares, or 0.49% of the
issued and outstanding shares, of Seacoast Common Stock, including shares held
as trustee or agent of various Seacoast employee benefit and stock purchase
plans. See "Quorum and Voting Requirements," "Record Date, Solicitation and
Revocability of Proxies" and "Principal Shareholders."
EXECUTIVE COMPENSATION
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits provided
to its chief executive officer and other executive officers, including the four
other most highly compensated executive officers (collectively, the "Named
Executive Officers"). The disclosure requirements for the Named Executive
Officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting these individuals.
The following report reflects Seacoast's compensation philosophy as
endorsed by the Board of Directors and the Salary and Benefits Committee and
resulting actions taken by Seacoast for the reporting periods shown in the
various compensation tables supporting the report. The Salary and Benefits
Committee either approves or recommends to the Board of Directors payment
amounts and award levels for executive officers of Seacoast and its
subsidiaries.
Salary and Benefits Committee Report
General
The Salary and Benefits Committee of the Board of Directors is composed of
six members, none of whom were officers or employees of Seacoast or the Bank.
Messrs. Bruner and Dennis S. Hudson, Jr. have resigned from the Salary and
Benefits Committee, effective immediately following the Meeting, to increase the
Committee's independence. The Board of Directors designates the members and
Chairman of such committee.
Compensation Policy
The policies that govern the Salary and Benefits Committee's executive
compensation decisions are designed to align changes in total compensation with
changes in the value created for the Company's shareholders. The Salary and
Benefits Committee believes that compensation of executive officers and others
should be directly linked to Seacoast's operating performance and that the
achievement of performance objectives over time is the primary determinant of
share price.
The underlying objectives of the Salary and Benefits Committee's
compensation strategy are to establish incentives for certain executives and
others to achieve and maintain short-term and long-term operating performance
goals for Seacoast, to link executive and shareholder interests through
equity-based plans, and to provide a compensation package that recognizes
individual contributions as well as overall business results. At Seacoast,
performance-based executive officer compensation includes: base salary,
short-term annual cash incentives, and long-term stock and cash incentives.
Base Salary and Increases
In establishing executive officer salaries and increases, the Committee
considers individual annual performance and the relationship of total
compensation to the defined salary market. The decision to increase base pay is
recommended by the chief executive officer and approved by the Salary and
Benefits Committee using performance results documented and measured annually.
Information regarding salaries paid in the market is obtained through formal
salary surveys and other means, and is used to evaluate competitiveness with
Seacoast's peers and competitors. Seacoast's general philosophy is to provide
base pay competitive with the market, and to reward individual performance while
positioning salaries consistent with Company performance.
Short-Term Incentives
Seacoast's Key Manager Incentive Plan seeks to align short-term cash
compensation with individual performance and performance for the shareholders.
Funding for this annual incentive plan is dependent on Seacoast first attaining
a defined performance threshold for earnings per share. Once this threshold is
attained, the Salary and Benefits Committee, using recommendations from the
Company's chief executive officer, approves awards to those officers who have
made superior contributions to Company profitability as measured and reported
through individual performance goals established at the beginning of the year.
As specified in the plan, the payout schedule is designed to pay a smaller
number of officers the highest level of funded cash incentives to ensure that a
meaningful reward is provided to the organization's top performers. This
philosophy better controls overall compensation expenses by reducing the need
for significant annual base salary increases as a reward for past performance,
and places more emphasis on annual profitability and the potential rewards
associated with future performance. Salary market information is used to
establish competitive rewards that are adequate in size to motivate strong
individual performance during the year. The Key Manager Incentive Plan paid an
aggregate of $702,500 in 2002, which was distributed among 14 persons.
Long-Term Incentives
Stock options granted under Seacoast's long-term incentive plans, the 1991
Incentive Plan and the 1996 Incentive Plan, are designed to motivate sustained
high levels of individual performance and align the interests of key employees
with those of the Company's shareholders by rewarding capital appreciation and
earnings growth. Upon the recommendation of the chief executive officer, and
subject to approval by the Salary and Benefits Committee, stock options are
awarded periodically to those key officers whose performance has made a
significant contribution to Seacoast's long-term growth. No stock options were
awarded in 2002.
Deduction Limit
At this time, because of its compensation levels, Seacoast does not appear
to be at risk of losing deductions under Section 162(m) of the Code, which
generally establishes, with certain exceptions, a $1 million deduction limit on
executive compensation for all publicly held companies. As a result, Seacoast
has not established a formal policy regarding such limit, but will evaluate the
necessity for developing such a policy in the future.
Chief Executive Pay
The Salary and Benefits Committee formally reviews the compensation paid to
the chief executive officers of the Company and the Bank during the first
quarter of each year. Final approval of chief executive compensation is made by
the Board of Directors. Changes in base salary and the awarding of cash and
stock incentives are based on overall financial performance and profitability
related to objectives stated in the Company's strategic performance plan and the
initiatives taken to direct the Company. In addition, utilizing published
surveys, databases, and proxy statement data, including, for example, public
information compiled from the SNL Executive Compensation Review and the Wyatt
Financial Institution Benchmark Compensation Report (collectively, the "Survey
Data"), the Salary and Benefits Committee surveyed the total compensation of
chief executive officers of comparable-sized financial institutions located in
comparable markets nationally, as well as of locally-based banks and thrifts.
While there is likely to be a substantial overlap between the financial
institutions included in the Survey Data and the banks and thrifts represented
in the Nasdaq Bank Index line on the shareholder return performance graph,
below, the groups are not exactly the same. The Salary and Benefits Committee
believes that most direct competitors for executive talent are not necessarily
the same as the companies that would be included in the published industry index
established for comparing shareholder returns.
After reviewing the Survey Data, the salary for Mr. Dennis S. Hudson, III,
President and Chief Executive Officer of Seacoast, was increased by $20,100 to
$422,100 annually, beginning in 2003. This adjustment maintained Mr. Hudson's
total compensation at the median of the comparative groups. Based on specific
accomplishments and the overall financial performance of Seacoast, including the
achievement of targeted performance goals in 2002, Mr. Hudson III was awarded a
cash incentive award of $125,000 for 2002 under the Key Manager Incentive Plan.
Summary
In summary, the Salary and Benefits Committee believes that Seacoast's
compensation program is reasonable and competitive with compensation paid by
other financial institutions of similar size. The program is designed to reward
managers for strong personal, Company and share value performance. The Salary
and Benefits Committee monitors the various guidelines that make up the program
and reserves the right to adjust them as necessary to continue to meet Company
and shareholder objectives.
Salary and Benefits Committee:
Evans Crary, Jr., Chairman Jeffrey S. Furst
Stephen E. Bohner Dennis S. Hudson, Jr.
Jeffrey C. Bruner John R. Santarsiero, Jr.
March 18, 2003
Audit Committee Report
The Audit Committee monitors the Company's financial reporting process on
behalf of the Board of Directors. The Audit Committee operates under a written
charter adopted by the Board of Directors on June 20, 2000, and subsequently
revised on March 21, 2001. The Audit Committee's charter was published in its
entirety as Exhibit A to the Company's 2001 Proxy Statement. This report reviews
the actions taken by the Audit Committee with regard to the Company's financial
reporting process during 2002 and particularly with regard to the Company's
audited consolidated financial statements as of December 31, 2002 and 2001 and
for the three years in the period ended December 31, 2002.
The Audit Committee currently is composed of three persons, all of whom are
"independent," as defined by the National Association of Securities Dealers,
Inc. ("NASD"). None of the committee members is or has been an officer or
employee of the Company or any of its subsidiaries, has engaged in any business
transaction or has any business or family relationship with the Company or any
of its subsidiaries or affiliates. The Audit Committee also serves as the audit
committee of the Bank, and its ex officio member, T. Michael Crook, has
represented the Bank, and is a Bank director and a director nominee under
Proposal 1.
The Company's management has the primary responsibility for the Company's
financial statements and reporting process, including the systems of internal
controls and reporting. The Company's independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and issuing
a report thereon. The Audit Committee's responsibility is to monitor the
integrity of the Company's financial reporting process and system of internal
controls and to monitor the independence and performance of the Company's
independent auditors and internal auditors.
The Audit Committee believes that it has taken the actions it deems
necessary or appropriate to fulfill its oversight responsibilities under the
Audit Committee's charter. To carry out its responsibilities, the Audit
Committee met seven times during 2002.
In fulfilling its oversight responsibilities, the Audit Committee reviewed
with management the audited financial statements to be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2002, including a
discussion of the quality (rather than just the acceptability) of the accounting
principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements.
The Audit Committee also reviewed with the Company's independent auditors,
PricewaterhouseCoopers LLP, their judgments as to the quality (rather than just
the acceptability) of the Company's accounting principles and such other matters
as are required to be discussed with the Audit Committee under Statement on
Auditing Standards No. 61, Communication with Audit Committees. In addition, the
Audit Committee discussed with PricewaterhouseCoopers LLP, its independence from
management and the Company, including the written disclosures, letter and other
matters required of PricewaterhouseCoopers LLP by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees. The Audit
Committee also considered whether the provision of services during 2002 by
PricewaterhouseCoopers LLP that were unrelated to its audit of the financial
statements referred to above and to their reviews of the Company's interim
financial statements during 2002 is compatible with maintaining
PricewaterhouseCoopers LLP's independence.
Additionally, the Audit Committee discussed with the Company's internal and
independent auditors the overall scope and plan for their respective audits. The
Audit Committee met with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002 for filing with the Securities and Exchange Commission.
The Audit Committee also recommended to the Board that the Company retain
PricewaterhouseCoopers LLP as the Company's independent auditors for 2003. The
Board has approved and ratified such recommendation.
Audit Committee:
Christopher E. Fogal, Chairman
John H. Crane, Member
Evans Crary, Jr., Member
T. Michael Crook, Member
March 18, 2003
The table below sets forth certain elements of compensation for the Named
Executive Officers of Seacoast or the Bank for the periods indicated.
Summary Compensation Table
Annual Compensation Securities All
------------ ---------------
Underlying Other
Year Salary Bonus Options/SARs Compensation
Name and Principal Position(a) (b) ($) (c) ($) (1) (d) (#)(g) ($) (i)
------------------------------ ------ --------- ----------- ------------- ------------
Dennis S. Hudson, III 2002 $402,266 $ 125,000 -- $46,919 (2)
President & Chief Executive Officer 2001 361,150 125,000 -- 44,366
of Seacoast, Chairman and Chief 2000 322,736 65,000 -- 41,289
Executive Officer of the Bank
Dale M. Hudson 2002 $233,409 -- -- $27,420 (3)
Chairman of Seacoast 2001 231,850 -- -- 33,203
2000 221,640 -- -- 29,786
A. Douglas Gilbert 2002 $398,793 $180,000 -- $50,462 (4)
Senior Executive Vice President & 2001 354,538 175,000 -- 46,748
Chief Operating & Credit Officer of 2000 317,653 70,000 -- 36,237
Seacoast, President & Chief
Operating & Credit Officer of the
Bank
C. William Curtis, Jr. 2002 $249,163 $100,000 -- $30,896 (5)
Senior Executive Vice President & 2001 229,097 80,000 -- 31,750
Chief Banking Officer of Seacoast 2000 212,775 45,000 -- 27,610
and the Bank
William R. Hahl 2002 $209,663 $55,000 -- $23,688 (6)
Executive Vice President & Chief 2001 196,697 50,000 -- 25,358
Financial Officer of Seacoast and 2000 189,203 20,000 -- 22,368
the Bank
--------------------------------------
(1) Incentive cash compensation paid for results achieved during the applicable
fiscal year in accordance with the Key Manager Incentive Plan as well as
certain other bonuses related to performance or deemed necessary to attract
new management. See "Salary and Benefits Committee Report."
(2) This includes $900 in excess life insurance benefits, $11,149 in employer
matching contributions to the Profit Sharing Plan, $6,540 in profit
sharing, $3,400 in employer discretionary retirement contributions, $24,380
in employer matching contributions to the Executive Deferred Compensation
Plan (the "Compensation Deferral Plan") and $550 paid by the employer into
the Cafeteria Plan.
(3) This includes $4,953 in excess life insurance benefits, $10,657 in employer
matching contributions to the Profit Sharing Plan, $6,540 in profit
sharing, $3,400 in employer discretionary retirement contributions, $1,320
in employer matching contributions to the Compensation Deferral Plan and
$550 paid by the employer into the Cafeteria Plan.
(4) This includes $3,960 in excess life insurance benefits, $12,372 in employer
matching contributions to the Profit Sharing Plan, $6,540 in profit
sharing, $3,400 in employer discretionary retirement contributions, $23,640
in employer matching contributions to the Compensation Deferral Plan and
$550 paid by the employer into the Cafeteria Plan.
(5) This includes $3,960 in excess life insurance benefits, $10,680 in employer
matching contributions to the Profit Sharing Plan, $6,540 in profit
sharing, $3,400 in employer discretionary retirement contributions, $5,766
in employer matching contributions to the Compensation Deferral Plan and
$550 paid by the employer into the Cafeteria Plan.
(6) This includes $1,380 in excess life insurance benefits, $10,690 in employer
matching contributions to the Profit Sharing Plan, $6,540 in profit
sharing, $3,400 in employer discretionary retirement contributions, $1,128
in employer matching contributions to the Compensation Deferral Plan and
$550 paid by the employer into the Cafeteria Plan.
Grants of Options/SARs in 2002
No stock options or stock appreciation rights ("SARs") were granted in
2002.
Aggregated Option/SAR Exercises in 2002
and 2002 Year-End Option/SAR Values
The following table shows stock options exercised by the Named Executive
Officers during 2002, including the aggregate value of gains on the date of
exercise. In addition, this table includes the number of shares of Common
Stock(1) covered by both exercisable and non-exercisable options as of December
31, 2002. Also reported are the values for "in-the-money" options, which
represent the positive spread between the exercise price of any such existing
options and the year-end price of the Company's Common Stock. No SARs were
outstanding in 2002.
Number of Value of Unexercised
Unexercised In-the-Money Options/SARs
Options/SARs at at
Shares (1) December 31, 2002(#) December 31, 2002($)
---------------------- --------------------
Acquired Value Exercisable(E)/ Exercisable(E)/
Name on Exercise Realized Unexercisable (U) Unexercisable (U)
Dennis S. Hudson, III 14,100 $153,455 174,000 (E) $1,917,160 (E)
-- (U) -- (U)
Dale M. Hudson -- -- -- (E) -- (E)
-- (U) -- (U)
A. Douglas Gilbert -- -- 110,064 (E) $1,106,392 (E)
-- (U) -- (U)
C. William Curtis, Jr. -- -- 101,478 (E) $994,130 (E)
-- (U) -- (U)
William R. Hahl 2,700 $22,950 65,214 (E) $711,454 (E)
-- (U) -- (U)
-------------------------------
(1) Shares were acquired prior to the Company's three-for-one stock split
effective July 1, 2002 and have been adjusted to reflect the split. All
exercised and outstanding shares are shares of Common Stock, and all
options and SARs relate to Common Stock. There are no options or SARs
involving Preferred Stock.
Profit Sharing Plan
Seacoast sponsors a Retirement Savings Plan for Employees of the First
National Bank & Trust Company of the Treasure Coast (the "Profit Sharing Plan").
The Profit Sharing Plan has various features, including employer matching
contribution for salary deferrals of up to 4% of the employee's compensation for
each calendar quarter. The Company matches 100% of any Elective Profit Sharing
Contribution that is deferred into the Profit Sharing Plan. In addition, the
Profit Sharing Plan has a Code Section 401(k) feature that allows employees to
make voluntary "salary savings contributions" ranging from 1% to 18% of
compensation (as defined by the Plan), subject to federal income tax
limitations. After-tax contributions may also be made by employees with
"voluntary contributions" of up to 10% of compensation (as defined in the Profit
Sharing Plan for each plan year), subject to certain statutory limitations.
A retirement contribution is made on an annual discretionary basis by the
Company of up to 2% of "retirement eligible compensation," as defined in the
Profit Sharing Plan. At the end of each plan year, the Company's Board of
Directors decides whether to make a profit sharing contribution for the plan
year. If it decides to make such a contribution, the contribution is allocated
among eligible employees based on each employee's "eligible compensation" as
defined in the Profit Sharing Plan. At least 50% of this contribution (the
"Non-Elective Profit Sharing Contribution") is contributed to the employee's
Profit Sharing account. The balance (the "Elective Profit Sharing Contribution")
may be deferred into the Profit Sharing Plan or taken in cash by the employee,
at the employee's election.
Executive Deferred Compensation Plan
The Bank offers an Executive Deferred Compensation Plan (the "Compensation
Deferral Plan") designed to permit a select group of management or highly
compensated employees, including the Named Executive Officers, to elect to defer
a portion of their compensation until their termination of employment with the
Company and to receive matching and other Company contributions which they are
restricted from receiving under the Company's Profit Sharing Plan because of
legal limitations.
Performance Graph
The following line-graph compares the cumulative, total return on
Seacoast's Common Stock from December 31, 1998 to December 31, 2002, with that
of the Russell 2000 Index (an average of the 2,000 smallest companies in the
Russell 3000 Index) and the Russell 2000 Financial Services Index (an average of
all financial service companies included in the Russell 2000 Index). Cumulative
total return represents the change in stock price and the amount of dividends
received over the indicated period, assuming the reinvestment of dividends.
[GRAPH OMITTED]
Employment and Severance Agreements
The Bank entered into an executive employment agreement with A. Douglas
Gilbert on March 22, 1991. Similar agreements were entered into with Dennis S.
Hudson, III on January 18, 1994, and with C. William Curtis, Jr. on July 31,
1995. Each such agreement has a three-year term and provides for automatic
renewal on an annual basis at the end of that term; provided neither the
employee nor the Bank gives written notice electing not to renew such agreement
not less than 90 days prior to the end of the agreement's then current term.
Each such agreement contains certain non-competition, non-disclosure and
non-solicitation covenants.
These employment agreements also provide for a base salary,
hospitalization, insurance, long term disability and life insurance in
accordance with the Bank's insurance plans for senior management, and reasonable
club dues. Each executive subject to these contracts may also receive other
compensation including bonuses, and the executives will be entitled to
participate in all current and future employee benefit plans and arrangements in
which senior management of the Bank may participate. The agreements provide for
termination of the employee for cause, including willful and continued failure
to perform the assigned duties, crimes, breach of the Bank's Code of Ethics, and
also upon death or permanent disability of the executive. Each agreement
contains a Change in Control provision which provides that certain events,
including the acquisition of the Bank or the Company in a merger, consolidation
or similar transaction, the acquisition of 51% or more of the voting power of
any one or all classes of Common Stock, the sale of all or substantially all of
the assets, and certain other changes in share ownership, will constitute a
"change in control" which would allow the executive to terminate the contract
within one year following the date of such change in control. Termination may
also be permitted by the executive in the event of a change in duties and
powers, customarily associated with the office designated in such contract. Upon
any such termination following a change in control, the executive's base salary,
hospitalization and other health benefits will continue for two years.
SALARY AND BENEFITS COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Messrs. Crary (Chairman), Bohner, Bruner, Furst, Dennis S. Hudson, Jr. and
Santarsiero are the members of the Salary and Benefits Committee, none of whom
is an officer or employee of Seacoast or its subsidiaries. Mr. Hudson served as
Chairman of the Board of Seacoast from 1990 until June 1998; he served as Chief
Executive Officer of Seacoast from 1983 until 1992 and President of Seacoast
from 1983 until 1990. See "Proposal 1 - Election of Directors."
Jeffrey C. Bruner, a director of Seacoast and the Bank, is a controlling
shareholder of Mayfair Investments, which leases to the Bank 21,400 square feet
of space adjacent to the First National Center in Stuart, Florida pursuant to a
lease agreement which expires in May 2007. At the end of the lease term, the
Bank has two options to extend the lease for a period of five years each. The
Bank paid rent of approximately $262,700 on this property in 2002. Seacoast
believes the terms of this lease are commercially reasonable and comparable to
rental terms negotiated at arm's length between unrelated parties for similar
property in Stuart.
Evans Crary, Jr., a director of Seacoast and the Bank, and Chairman of the
Bank's Executive Committee and the Company's Salary and Benefits Committee, is a
retired member of Crary, Buchanan, Bowdish, Bovie, Beres, Negron & Thomas,
Chartered ("Crary-Buchanan"), a law firm in Stuart, Florida. Crary-Buchanan
performed various legal services for Seacoast and the Bank during the fiscal
year ended December 31, 2002.
Messrs. Bruner and Dennis S. Hudson, Jr. have resigned as members of the
Salary and Benefits Committee, effective immediately following the Meeting, to
increase the Committee's independence.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
Several of Seacoast's directors, executive officers and their affiliates,
including corporations and firms of which they are directors or officers or in
which they and/or their families have an ownership interest, are customers of
Seacoast and its subsidiaries. These persons, corporations and firms have had
transactions in the ordinary course of business with Seacoast and its
subsidiaries, including borrowings, all of which, in the opinion of Seacoast
management, were on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated persons and did not involve more than the normal risk of
collectibility or present other unfavorable features. Seacoast and its
subsidiaries expect to have such transactions on similar terms with their
directors, executive officers, and their affiliates in the future. The aggregate
amount of loans outstanding by the Bank to directors, executive officers, and
related parties of Seacoast or the Bank as of December 31, 2002, was
approximately $4,010,127, which represented approximately 3.98% of Seacoast's
consolidated shareholders' equity on that date.
For information concerning specific transactions and business relationships
between Seacoast or the Bank and certain of its directors or executive officers,
see "Salary and Benefits Committee Interlocks and Insider Participation in
Compensation Decisions."
PRINCIPAL SHAREHOLDERS
As of February 28, 2003, the only shareholders known to Seacoast to be the
beneficial owners, as defined by Securities and Exchange Commission rules, of
more than 5% of the outstanding shares of Common Stock were the following, for
whom beneficial ownership information is set forth in the following table.
Name and Address of Number and Percent of Common Stock
Beneficial Owner Beneficially Owned
------------------------------------- ----------------------------------
-------------------------------------
Number %
Dale M. Hudson (1) (2) 1,504,255 10.78
192 S.E. Harbor Point Drive
Stuart, FL 34996
Dennis S. Hudson, Jr. (1) (3) 1,223,361 8.77
157 S. River Road
Stuart, FL 34996
Dennis S. Hudson, III (1) (3) 1,245,960 8.93
2341 NW Bay Colony Court
Stuart, FL 34994
Mary T. Hudson (1) (2) 1,504,255 (4) 10.78
192 S.E. Harbor Point Drive
Stuart, FL 34996
Anne P. Hudson (1) (3) 1,223,361 (5) 8.77
157 S. River Road
Stuart, FL 34996
(1) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers. Anne P. Hudson is
the wife of Dennis S. Hudson, Jr. Mary T. Hudson is the wife of Dale M.
Hudson. Dennis S. Hudson, III is the son of Dennis S. Hudson, Jr. and the
nephew of Dale M. Hudson. See the table under "Proposal One - Election of
Directors" for further information on their beneficial ownership.
(2) Dale M. Hudson and his wife, Mary T. Hudson, are the general partners of
Monroe Partners, their family limited partnership, which as of February 28,
2003 owned 1,323,747 shares of Company Common Stock. Each of Dale M. Hudson
and Mary T. Hudson, as general partners, may be deemed to share voting and
investment power with the other general partner and each of them disclaims
beneficial ownership with respect to such shares except to the extent of
their respective partnership interests. See "Proposal One - Election of
Directors" for further information regarding their beneficial ownership.
(3) Dennis S. Hudson, Jr. and his wife, Anne P. Hudson, together with their
son, Dennis S. Hudson, III, are the general partners of Sherwood Partners,
their family limited partnership, which as of February 28, 2003 owned
1,019,799 shares of Company Common Stock. Mr. and Mrs. Dennis Hudson, Jr.
are also limited partners of Sherwood Partners and have transferred certain
of their limited partnership interests into trusts for the benefit of their
family members and plan to make additional transfers from time to time. As
of this date, none of the trust beneficiaries, other than Mr. and Mrs.
Dennis Hudson, Jr., has present interests in the trusts. Each of Dennis S.
Hudson, Jr., Anne P. Hudson and Dennis S. Hudson, III, as general partners,
may be deemed to share voting and investment power with the other general
partners and each of them disclaims beneficial ownership with respect to
such shares except to the extent described in the table under "Proposal One
- Election of Directors", which contains further information regarding
their beneficial ownership.
(4) Includes 180,508 shares held jointly with Mrs. Hudson's husband, as to
which shares Mrs. Hudson may be deemed to share voting and investment
power.
(5) Includes 61,311 shares held by Mrs. Hudson's husband, as to which shares
Mrs. Hudson may be deemed to share voting and investment power.
THE FOLLOWING PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION IS A SUMMARY ONLY,
AND IS QUALIFIED IN ITS ENTIRETY BY THE PROPOSED AMENDED AND RESTATED ARTICLES
OF INCORPORATION INCLUDED IN APPENDIX A HERETO.
PROPOSAL 2
AMENDMENTS TO THE BUSINESS COMBINATION PROVISIONS
Article VII of the Company's Amended and Restated Articles of Incorporation
presently requires that, for any merger, consolidation, share exchange, sale,
lease, exchange or other transfer of all or substantially all of the assets of
the Company or any significant subsidiary or any transaction having a similar
effect to be approved, the Company must receive (i) the approval of its Board of
Directors, and (ii) the approval of a 66-2/3% supermajority of all of its
outstanding shares of Common Stock. These votes are required whether or not a
shareholder vote is otherwise required by law or by the rules of any securities
exchange or market where the Company's shares are listed or traded, except where
the Company is issuing shares to make an acquisition of another company, person
or entity.
This Proposal 2 would amend the voting requirements of Article VII. In
addition, the Company believes that this amendment would clarify the intent
that, upon the approval of (i) 66-2/3% of the Whole Board of Directors, and (ii)
a majority of the Continuing Directors, the vote of only a majority of Voting
Shares would be needed to approve such business combination. Accordingly, where
the Board believes a business combination is in the best interests of the
Company and its shareholders, the vote required for approval of such business
combination is being reduced from 66-2/3% to a majority of Voting Shares. The
Board of Directors believes that it is appropriate to make these changes in
order to give the Company greater flexibility with respect to business
combinations that are endorsed overwhelmingly by the Board of Directors,
including the Continuing Directors. Capitalized terms that are used but not
defined in this paragraph are defined elsewhere in the following paragraphs and
more fully in the proposed Articles, which are attached hereto as Appendix A,
and which incorporate the amendment proposed by this Proposal 2.
The proposed business combination amendments to the Company's Articles set
forth certain procedures relating to a "Business Combination," which is broadly
defined in the Articles to include, among other things, mergers, consolidations,
sales of assets and similar transactions between the Company or any of its
Subsidiaries and any other persons, entities or groups, or the acquisition,
directly or indirectly, of 5% or more of the Voting Shares of the Company or the
voting securities of any Subsidiary by other persons, entities or groups after
February 28, 2003, or the acquisition, directly or indirectly, of 5% or more of
the Voting Shares of the Company or the voting securities of any Subsidiary by
persons, entities or groups that beneficially own 5% or more of the Company's
Voting Shares (such persons, entities, and groups are defined as "Related
Persons"). The proposed amendment would require approval of Business
Combinations by the affirmative vote of 66-2/3% of all of the Voting Shares and
an Independent Majority of Shareholders, unless such Business Combination is
approved by 66-2/3% of the Whole Board of Directors and a majority of the
Continuing Directors, in which event approval requires only a majority of Voting
Shares. See Article VII of the attached Articles - "Provisions Relating to
Business Combinations".
The proposed amendments to the Company's Articles may be briefly summarized
as follows:
Approval of Business Combinations. Whether or not a vote of shareholders is
otherwise required, and in addition to any votes otherwise required by law, by
agreement or resolution, or otherwise, this proposed amendment to the Articles
requires an affirmative vote of 66-2/3% of the outstanding "Voting Shares"
(i.e., those shares entitled to vote generally in elections of directors),
voting separately as a class, and by an "Independent Majority of Shareholders"
(i.e., a majority of the outstanding Voting Shares not beneficially owned or
controlled by a Related Person) before the Company can enter into certain
"Business Combinations."
These supermajority shareholder voting provisions would not apply to a
Business Combination that is approved by (a) 66-2/3% of the Company's "Whole
Board of Directors" (i.e., the total number of directors if there were no
vacancies), and (b) a majority of the "Continuing Directors." A "Continuing
Director" is a director who either (i) was first elected as a Director of the
Company prior to any person becoming a Related Person, or (ii) was designated
prior to his initial election as a "Continuing Director" by a majority of the
then Continuing Directors. In such event, the required shareholder vote (the
"Minimum Vote") shall be a majority of the Company's outstanding Voting Shares.
All directors nominated by your Board of Directors for election at the Meeting
will be Continuing Directors. The Board of Directors will continue to have the
authority to make determinations under Article VII of the Articles and to vote
upon Business Combinations.
The Board has determined that it continues to be desirable to include
provisions in the Articles to encourage persons seeking control of the Company
to consult with the Board, and to enable the Board to negotiate and give due
consideration on behalf of the Company and its shareholders and other
constituencies as to the merits of any offer that may be made. The Articles,
which are attached as Appendix A to this Proxy Statement, already contain
certain provisions that help the Company protect its shareholders from
unsolicited, hostile takeover attempts, which are costly and detract from the
Company's efforts to serve its shareholders and its communities pursuant to its
successful, long-term plan, and that grant the Company and its Board flexibility
to respond to initiatives from others and to pursue acquisition opportunities
for the Company. These provisions include a staggered board of directors,
authorization of preferred stock that may be issued by the Board and with
respect to which the Board has the power to determine terms, including voting
rights, requirements that the shareholders may amend the Company's Articles and
Bylaws only by supermajority vote, and a prohibition of shareholder action by
written consent. The proposed Business Combination amendments will further this
goal.
Takeovers or changes in management of the Company that are proposed and
effected without prior consultation and negotiation with the Company's
management are not necessarily detrimental to the Company and its shareholders.
However, the Company's Board believes that the benefits of seeking to protect
the Board of Directors' ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure the Company outweigh the
possible disadvantages of discouraging such proposals.
Although this business combination proposal has been prompted by business
and financial considerations and not by the threat of any known or threatened
hostile takeover attempt, the ratification, approval and implementation of the
Business Combination provisions in the Company's Articles may make more
difficult or discourage attempts to take control of the Company by a holder of a
substantial block of the Company's capital stock without the prior negotiation
with the Company's Board and, therefore, could have the effect of maintaining
incumbent management.
This Proposal 2 requires approval by the affirmative vote of 66-2/3% of the
outstanding shares of Common Stock entitled to vote at the Meeting.
The Board of Directors unanimously recommends a vote "FOR" Proposal 2.
PROPOSAL 3
ADJOURNMENT OF THE ANNUAL MEETING
Proposal 3 would give the proxy holders discretionary authority to vote to
adjourn the Meeting for up to 120 days if there are not sufficient shares voted
at the Meeting, in person or by proxy, to approve Proposal 2.
If the Company desires to adjourn the Meeting, the presiding officer at the
Meeting will request a motion that the Meeting be adjourned for up to 120 days
with respect to Proposal 2 (and solely with respect to Proposal 2, provided that
a quorum is present at the Meeting), and no vote will be taken on Proposal 2 at
the originally scheduled Meeting. Unless revoked prior to its use, any proxy
solicited for the Meeting will continue to be valid for any adjourned meeting,
and will be voted in accordance with instructions contained therein, and if no
contrary instructions are given, for Proposal 2.
Approval of this proposal will allow the Company, to the extent that shares
voted by proxy are required to approve a proposal to adjourn the Meeting, to
solicit additional proxies to determine whether sufficient shares will be voted
in favor of or against Proposal 2. If the Company is unable to adjourn the
Meeting to solicit additional proxies, Proposal 2 may fail, not because
shareholders voted against the proposal, but rather because there were not
sufficient shares represented at the Meeting to approve Proposal 2. The Company
has no reason to believe that an adjournment of the Meeting will be necessary at
this time.
This Proposal requires approval by the affirmative vote of a plurality of
votes cast at the Meeting.
The Board of Directors unanimously recommends a vote "FOR" Proposal 3.
INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed PricewaterhouseCoopers LLP, independent certified public accountants,
as independent auditors for Seacoast and its subsidiaries for the current fiscal
year ending December 31, 2003. PricewaterhouseCoopers LLP became the independent
auditors for Seacoast and its subsidiaries in June 2002, following the dismissal
of Arthur Andersen LLP. The decision to replace Arthur Andersen LLP with
PricewaterhouseCoopers LLP was made by Seacoast's Board of Directors, upon the
recommendation of the Audit Committee, and was not based upon any disagreement
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. PricewaterhouseCoopers LLP's report
on Seacoast's financial statements for the fiscal year ended December 31, 2002
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
PricewaterhouseCoopers LLP has advised Seacoast that neither the firm nor any of
its partners has any direct or material interest in Seacoast and its
subsidiaries except as auditors and independent certified public accountants of
Seacoast and its subsidiaries.
During the Company's 2002 fiscal year, PricewaterhouseCoopers LLP consulted
with Seacoast on various matters and provided professional services for the
Company for fees and expenses as follows:
Audit and Review Fees $181,950
All Other Fees:
Audit-related Fees (1) 40,900
Tax (2) 175,000
--------------
Total All Other Fees 215,900
==============
TOTAL $397,850
==============
--------------------
(1) Audit-related fees consisted of fees paid for audits to
financial statements of the Company's Profit Sharing Plan
and a subsidiary of the Bank, as well as reviews of the
Company's internal control structure over financial
reporting and Federal Home Loan Bank borrowings.
(2) Tax fees consisted of fees paid for a REIT implementation
project and for assistance with a State of Florida tax
deconsolidation request.
A representative of PricewaterhouseCoopers LLP will be present at the
Meeting and will be given the opportunity to make a statement on behalf of the
firm, if he so desires, and will also be available to respond to appropriate
questions from shareholders.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock, to file with the SEC initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Directors, executive officers and persons owning more than 10% of
the Company's Common Stock are required to furnish the Company with copies of
all Section 16(a) reports they file. Based on the Company's review of such
reports and written representations from the reporting persons, the Company
believes that, during and with respect to fiscal 2002, all filing requirements
applicable to its directors, executive officers and beneficial owners of more
than 10% of its Common Stock were complied with in a timely manner, except that
Mr. Gilbert inadvertently neglected to report his acquisition of indirect
beneficial ownership of 600 shares of Common Stock during fiscal year 1997. The
Company believes that Mr. Gilbert's Form 5 filed on February 10, 2003 reflects
his current holdings.
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
To be considered for inclusion in the Company's Proxy Statement and Proxy
for the 2004 Annual Meeting of Shareholders, a shareholder proposal must be
received at the Company's principal executive offices no later than November 19,
2003, which is 120 calendar days before the one-year anniversary of the date the
Company mailed this Proxy Statement to shareholders. Any shareholder proposal
not received at the Company's principal executive offices no later than February
2, 2004, which is 45 calendar days before the one-year anniversary of the date
the Company mailed this Proxy Statement to shareholders, will be considered
untimely and, if presented at the 2004 Annual Meeting of Shareholders, the proxy
holders will be able to exercise discretionary authority to vote your shares on
any such proposal to the extent authorized by Rule 14a-4(c) under the Securities
Exchange Act.
OTHER MATTERS
Management of Seacoast does not know of any matters to be brought before
the Meeting other than those described above. If any other matters properly come
before the Meeting, the persons designated as Proxies will vote on such matters
in accordance with their best judgment.
OTHER INFORMATION
Proxy Solicitation Costs
The cost of soliciting Proxies for the Meeting will be paid by Seacoast,
which may also pay the reasonable costs of retaining one or more proxy
solicitation firms. Seacoast has retained Morrow & Company, Inc., a proxy
solicitation firm, to solicit Proxies for the Meeting. The fees of such firm are
not expected to exceed approximately $12,500, plus expenses. In addition to the
solicitation of shareholders of record by mail, telephone, electronic mail,
facsimile or personal contact, Seacoast will be contacting brokers, dealers,
banks, or voting trustees or their nominees who can be identified as record
holders of Common Stock; such holders, after inquiry by Seacoast, will provide
information concerning quantities of proxy materials and 2002 Annual Reports to
Shareholders needed to supply such information to beneficial owners, and
Seacoast will reimburse them for the reasonable expense of mailing proxy
materials and 2002 Annual Reports to such persons.
Annual Report on Form 10-K
Upon the written request of any person whose Proxy is solicited by this
Proxy Statement, Seacoast will furnish to such person without charge (other than
for exhibits) a copy of Seacoast's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, including financial statements and schedules
thereto, as filed with the Securities and Exchange Commission. Requests may be
made to Seacoast Banking Corporation of Florida, P.O. Box 9012, Stuart, Florida
34995, Attention: Dennis S. Hudson III, President & Chief Executive Officer.
By Order of the Board of Directors,
[GRAPHIC OMITTED][GRAPHIC OMITTED]
DENNIS S. HUDSON III
President & Chief Executive Officer
March 18, 2003
APPENDIX A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SEACOAST BANKING CORPORATION OF FLORIDA
ARTICLE I
NAME
The name of the corporation (the "Corporation") is: "Seacoast Banking
Corporation of Florida".
ARTICLE II
TERM OF EXISTENCE
The Corporation shall have perpetual duration and existence.
ARTICLE III
OBJECTS AND POWERS
The nature of the Corporation's business, and its objects, purposes and
powers are as follows:
3.01 Holding Company Activities. To purchase or otherwise acquire, to own
and to hold the stock of banks and other corporations, and to do every act and
thing covered generally by the denominations "holding corporation", "bank
holding company", and "financial holding company", and especially to direct the
operations of other entities through the ownership of stock or other interests
therein.
3.02 Investments, etc. To purchase, subscribe for, acquire, own, hold,
sell, exchange, assign, transfer, mortgage, pledge, hypothecate or otherwise
transfer or dispose of stock, scrip, warrants, rights, bonds, securities or
evidences of indebtedness created by any other corporation or corporations
organized under the laws of any state, or any bonds or evidences of indebtedness
of the United States or any state, district, territory, dependency or county or
subdivision or municipality thereof, and to issue and exchange therefor cash,
capital stock, bonds, notes or other securities, evidences of indebtedness or
obligations of the Corporation and while the owner thereof to exercise all
rights, powers and privileges of ownership, including the right to vote on any
shares of stock, voting trust certificates or other instruments so owned.
3.03 Other Business. To transact any business, to engage in any lawful act
or activity and to exercise all powers permitted to corporations by the Florida
Business Corporation Act (the "FBCA").
The enumeration herein of the objects and purposes of the Corporation shall
not be deemed to exclude or in any way limit by inference any powers, objects or
purposes that the Corporation is empowered to exercise, whether expressly, by
purpose or by any of the laws of the State of Florida or any reasonable
construction of such laws.
ARTICLE IV
CAPITAL STOCK
4.01 General. The total number of shares of all classes of capital stock
("Shares") which the Corporation shall have the authority to issue is 26,000,000
consisting of the following classes:
(1) 22,000,000 Shares of common stock, $.10 par value per share
("Common Stock"); and
(2) 4,000,000 Shares of preferred stock, $.10 par value per share
("Preferred Stock").
4.02 Preferred Stock. Shares of Preferred Stock may be issued for any
purpose and in any manner permitted by law, in one or more distinctly designated
series, as a dividend or for such consideration as the Corporation's Board of
Directors may determine by resolution or resolutions from time to time adopted.
The Board of Directors is expressly authorized to fix and determine, by
resolution or resolutions from time to time adopted prior to the issuance of any
Shares of a particular series of Preferred Stock, the designations, voting
powers (if any), preferences, and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
including, but without limiting the generality of the foregoing, the following:
(1) The distinctive designation and number of Shares of Preferred
Stock that shall constitute a series, which number may from time to
time be increased or decreased (but not below the number of Shares of
such series then outstanding), by like action of the Board of
Directors;
(2) The rate or rates and times at which dividends, if any, shall
be paid on each series of Preferred Stock, whether such dividends
shall be cumulative or non-cumulative, the extent of the preference,
subordination or other relationship to dividends declared or paid, or
any other amounts paid or distributed upon, or in respect of, any
other class or series of Preferred Stock or other Shares;
(3) Redemption provisions, if any, including whether or not
Shares of any series may be redeemed by the Corporation or by the
holders of such series of Preferred Stock, or by either, and if
redeemable, the redemption price or prices, redemption rate or rates,
and such adjustments to such redemption price(s) or rate(s) as may be
determined, the manner and time or times at which, and the terms and
conditions upon which, Shares of such series may be redeemed;
(4) Conversion, exchange, purchase or other privileges, if any,
to acquire Shares or other securities of any class or series, whether
at the option of the Corporation or of the holder, and if subject to
conversion, exchange, purchase or similar privileges, the conversion,
exchange or purchase prices or rates and such adjustments thereto as
may be determined, the manner and time or times at which such
privileges may be exercised, and the terms and conditions of such
conversion, exchange, purchase or other privileges;
(5) The rights, including the amount or amounts, if any, of
preferential or other payments or distributions to which holders of
Shares of any series are entitled upon the dissolution, winding-up,
voluntary or involuntary liquidation, distribution, or sale or lease
of all or substantially all of the assets of the Corporation; and
(6) The terms of the sinking fund, retirement, redemption or
purchase account, if any, to be provided for such series and the
priority, if any, to which any funds or payments allocated therefor
shall have over the payment of dividends, or over sinking fund,
retirement, redemption, purchase account or other payments on, or
distributions in respect of, other series of Preferred Stock or Shares
of other classes.
All Shares of the same series of Preferred Stock shall be identical in all
respects, except there may be different dates from which dividends, if any,
thereon may cumulate, if made cumulative.
4.03 Dividends. Dividends upon all classes and series of Shares shall be
payable only when, as and if declared by the Board of Directors from funds
lawfully available therefor, which funds shall include, without limitation, the
Corporation's capital surplus. Dividends upon any class or series of Corporation
Shares may be paid in cash, property, or Shares of any class or series or other
securities or evidences of indebtedness of the Corporation or any other issuer,
as may be determined by resolution or resolutions of the Board of Directors.
4.04 Rights, Warrants, Options, etc. The Board of Directors is expressly
authorized to create and issue, by resolutions adopted from time to time,
rights, warrants or options entitling the holders thereof to purchase Shares of
any kind, class or series, whether or not in connection with the issuance and
sale of any Shares, or other securities or indebtedness. The Board of Directors
also is authorized expressly to determine the terms, including, without
limitation, the time or times within which and the price or prices at which
Shares may be purchased upon the exercise of any such right or option. The Board
of Directors' judgment shall be conclusive as to the adequacy of the
consideration received for any such rights or options.
4.05 No Preemptive Rights. No holder of any Shares of any kind, class or
series shall have, as a matter of right, any preemptive or preferential right to
subscribe for, purchase or receive any Shares of any kind, class or series or
any Corporation securities or obligations, whether now or thereafter authorized.
ARTICLE V
REGISTERED AGENT
The Corporation's registered office and initial registered agent at that
address shall be:
Dennis S. Hudson, III
815 Colorado Avenue
Stuart, Florida 34994
ARTICLE VI
BOARD OF DIRECTORS
6.01 Number. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, each of whose members shall
have the qualifications, if any, set forth in the Bylaws, and who need not be
residents of the State of Florida. The number of directors of the Corporation
(exclusive of directors to be elected by the holders of any one or more series
of Preferred Stock voting separately as a class or classes) that shall
constitute the Whole Board of Directors shall be between 3 and 14, with the
exact number determined from time to time by resolution adopted by the
affirmative vote of at least (i) two-thirds (66 2/3%) of the Whole Board of
Directors and (ii) a majority of the Continuing Directors. In no event shall the
Whole Board of Directors consist of less than 11 persons.
6.02 Classification; Vacancies. The Board of Directors shall be divided
into three classes, designated Classes I, II and III, as nearly equal in number
as the then total number of directors constituting the Whole Board of Directors
permits, with the term of office of one class expiring each year. At the annual
meeting of shareholders when the Board of Directors is first classified,
directors of Class I shall be elected to hold office for a term expiring at the
next succeeding annual meeting, directors of Class II shall be elected to hold
office for a term expiring at the second succeeding annual meeting and directors
of Class III shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Any vacancies in the Board of Directors for any
reason, and any newly created directorships resulting from any increase in the
number of directors, may be filled only by the Board of Directors, acting by
vote of (i) 66 2/3% of the directors then in office and (ii) a majority of the
Continuing Directors, although less than a quorum, or if no directors remain by
the affirmative vote of not less than (i) 66 2/3% of the Voting Shares and (ii)
an Independent Majority of Shareholders, and any directors so chosen shall hold
office until the next election of the class of the director they have replaced
and until their successors have been elected and qualified. No decrease in the
number of directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, and except as otherwise required by law, whenever
the holders of any one or more series of Preferred Stock shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the terms of the director or directors elected by such holders shall expire at
the next succeeding annual meeting of shareholders and vacancies created with
respect to any directorship of the directors so elected shall be filled in the
manner specified by such series of Preferred Stock. Subject to the foregoing, at
each annual meeting of shareholders, the successors to the class of directors
whose term is then expiring shall be elected to hold office for a term expiring
at the third succeeding annual meeting and until their successors have been
elected and qualified.
6.03 Nominations. In addition to the right of the Corporation's Board of
Directors to make nominations for the election of directors, nominations for the
election of directors may be made by any shareholder entitled to vote generally
in the election of directors if that shareholder complies with all of the
provisions of this Section 6.03.
(1) Advance notice of such proposed nomination shall be received by
the Secretary of the Corporation (a) with respect to an election of
directors to be held at an annual meeting, not less than 60 days nor more
than 90 days prior to the anniversary of the last annual meeting of
Corporation shareholders (or, if the date of the annual meeting is changed
by more that 20 days from such anniversary date, within 10 days after the
date that the Corporation mails or otherwise gives notice of the date of
such meeting) and (b) with respect to an election to be held at a special
meeting called for that purpose, not later than the close of the tenth day
following the date on which notice of the meeting was first mailed to
shareholders.
(2) Each notice under Section 6.03 (1) shall set forth (i) the name,
age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of
each such nominee during the past five years, (iii) the number of Shares of
the Corporation which are Beneficially Owned by each such nominee; (iv)
whether such person or persons are or have ever been at any time directors,
officers or beneficial owners of 5% or more of any class of capital stock,
partnership interests or other equity interest of any Person and if so a
description thereof; any directorships or similar position, and/or
Beneficial Ownership of 5% or more of any class of capital stock,
partnership interests or other equity interest held by such person or
persons in any Person with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or subject to the requirements of Section 15(d) of the
Exchange Act or any company registered as an investment company under the
Investment Company Act of 1940, as amended; (v) whether, in the last five
years, such person or persons are or have been convicted in a criminal
proceeding or have been subject to a judgment, order, finding or decree of
any federal, state or other governmental, regulatory or self-regulatory
entity, concerning any violation of federal, state or other law, or any
proceeding in bankruptcy, in order to evaluate the ability or integrity of
the nominee; (vi) the name and address of the nominator and the number of
Shares of the Corporation held by the nominator, and a written confirmation
that the nominator is and will remain a shareholder of the Corporation
through the meeting; (vii) represent that the nominator intends to appear
in person or by proxy at the meeting to make such nomination, (viii) full
disclosure of the existence and terms of all agreements and understandings,
between the nominator or any other person and the nominee with respect to
the nominee's nomination, or possible election and service to the
Corporation's Board of Directors, or a confirmation that there are no such
arrangements or understandings; (ix) the written consent of each such
person to serve as a director if elected; and (x) any other information
reasonably requested by the Corporation.
(3) The nomination made by a shareholder may only be made in a meeting
of the shareholders of the Corporation called for the election of directors
at which such shareholder is present in person or by proxy, and can only be
made by a shareholder who has therefore complied with the notice provisions
of Sections 6.03 (1) and (2). The foregoing provisions are not intended to
and shall not limit the responsibilities of any nominator or nominees, or
their respective Affiliates or Associates responsibilities under applicable
law, including, without limitation, federal and state securities laws.
(4) The chairman of the shareholders' meeting may, if the facts
warrant, determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedures, and if he should so
determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. The Corporation's Nominating Committee shall evaluate
any proper nomination and may, in its discretion, make a recommendation
thereon to the shareholders.
6.04 Removal. Directors may be removed only for cause upon the affirmative
vote of (a) 66 2/3 % of all Voting Shares and (b) an Independent Majority of
Shareholders at a meeting duly called and held for that purpose upon not less
than 30 days' prior written notice.
ARTICLE VII
PROVISIONS RELATING TO BUSINESS COMBINATIONS
7.01 Definitions. The following defined terms are used in other Articles,
and shall have the meanings specified below. -----------
7.01.1 An "Affiliate" of, or a Person "affiliated with", a specified
Person, means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified.
7.01.2 The terms "Associate" or "associated with", as used to indicate a
relationship with any Person, mean:
(1) Any corporation, organization or entity (other than the
Corporation) of which such Person is an officer or partner, or is directly
or indirectly the beneficial owner of 10% or more of any class of equity
securities;
(2) Any trust or other estate in which such Person has a 10% or
greater beneficial interest or as to which such Person serves as trustee or
in a similar fiduciary capacity;
(3) Any relative or spouse of such Person, or any relative of such
spouse who has the same home as such Person; or
(4) Any investment company registered under the Investment Company Act
of 1940 for which such Person or any Affiliate or Associate of such Person
serves as investment adviser.
7.01.3 A person shall be considered the "Beneficial Owner" of and shall be
deemed to "beneficially own" any shares of stock (whether or not owned of
record):
(1) With respect to which such Person or any Affiliate or
Associate of such Person directly or indirectly has or shares (i)
voting power, including the power to vote or to direct the voting of
such shares of stock and/or (ii) investment power, including the power
to dispose of or to direct the disposition of such shares of stock;
(2) Where such Person or any Affiliate or Associate of such
Person has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange or purchase rights, warrants, options, or
otherwise, and/or (ii) the right to vote pursuant to any agreement,
arrangement or understanding (whether such right is exercisable
immediately or only after the passage of time); or
(3) Which are Beneficially Owned within the meaning of
subsections (1) or (2) of this Section 7.01.3 by any other Person with
which such first-mentioned Person or any of its Affiliates or
Associates has any agreement, arrangement or understanding, written or
verbal, formal or informal with respect to acquiring, holding, voting
or disposing of any shares of stock of the Corporation or any
Subsidiary of the Corporation or acquiring, holding or disposing of
all or substantially all, or any Substantial Part, of the assets or
businesses of the Corporation or a Subsidiary of the Corporation.
For the purpose only of determining whether a Person is the Beneficial
Owner of a percentage specified in this Article VII of the outstanding Voting
Shares, such shares shall be deemed to include any interest in Voting Shares
which may be issuable, transferred or voted or disposed of pursuant to any
agreement, trust, arrangement or understanding or upon the exercise of
conversion rights, exchange or purchase rights, warrants, options or otherwise
and which Voting Shares are deemed to be beneficially owned by such Person
pursuant to the foregoing provisions of this Section 7.01.3.
7.01.4 A "Business Combination" means:
(1) The sale, exchange, lease, transfer or other disposition to
or with any Person or any Affiliate or Associate of any such Person by
the Corporation or any of its Subsidiaries (in a single transaction or
in a series of related transactions) of all or substantially all, or
any Substantial Part, of its or their assets or businesses (including,
without limitation, any securities issued by a Subsidiary and assets
of a Subsidiary);
(2) Any merger, consolidation or purchase and/or assumption
("P&A") of assets and/or liabilities of the Corporation or any
Subsidiary thereof into or with another Person or any Affiliate or
Associate of such person or into or with another Person where, after
such merger, consolidation or P&A, such Person alone or together with
its Affiliates or Associates would be a Related Person or an Affiliate
or an Associate of a Related Person, in each case irrespective of
which Person is the surviving entity in such merger or consolidation;
(3) Any reclassification of securities (including, without
limitation, a reverse stock split), recapitalization or other
transaction (other than a redemption in accordance with the terms of
the security redeemed) which has the effect, directly or indirectly,
of increasing other than pro rata with other Corporation shareholders,
the proportionate amount of Voting Shares of the Corporation or any
Subsidiary thereof which are Beneficially Owned by a Related Person,
or the adoption of any plan or proposal of partial or complete
liquidation, dissolution, spinoff, splitoff or splitup of the
Corporation or any Subsidiary thereof; and
(4) The acquisition after the date of adoption of these Amended
and Restated Articles of Incorporation by a Person of Voting Shares or
securities convertible into or exchangeable for 5% or more of the
Voting Shares or any voting securities or securities convertible into
5% or more of the voting securities of any Subsidiary of the
Corporation, or the acquisition upon the issuance thereof of
Beneficial Ownership by a Related Person of any rights, warrants or
options to acquire any of the foregoing or any combination of the
foregoing Voting Shares or voting securities of a Subsidiary;
provided, however, this subsection (4) shall not apply to the
acquisition of any such Voting Shares, securities, options, rights or
warrants issued pursuant to any stock option plan or any pension,
profit sharing, benefit or stock purchase plans maintained by the
Corporation or any of its Subsidiaries.
As used in this definition, a "series of related transactions" shall be
deemed to include a series of transactions with the same Person considered
together with all Affiliates and Associates of such Person.
The foregoing provision of this Section 7.01.4 notwithstanding, a Business
Combination shall not include any merger, consolidation, P&A or other
transaction described in the definition of Business Combination with the
Corporation and/or any of its Subsidiaries, as a result of which a Person who is
not a Related Person prior to such transaction does not become a Related Person.
7.01.5 A "Continuing Director" means a member of the Board of Directors who
either (i) was first elected as a director of the Corporation prior to February
28, 2003 or (ii) prior to any Person becoming a Related Person and was
designated as a Continuing Director by a majority vote of the Continuing
Directors.
7.01.6 "Independent Majority of Shareholders" shall mean the holders of a
majority of the outstanding Voting Shares that are not Beneficially Owned or
controlled, directly or indirectly, by a Related Person.
7.01.7 The term "Person" shall mean any individual, partnership, trust,
firm, joint venture, corporation, group or other entity (other than the
Corporation, any Subsidiary of the Corporation or a trustee holding stock for
the benefit of employees of the Corporation or its Subsidiaries, or any one of
them, pursuant to one or more employee benefit plans or arrangements). When two
or more Persons act as a partnership, limited partnership, syndicate,
association or other group for the purpose of acquiring, holding, or disposing
of shares of stock, such partnership, syndicate, association or group shall be
deemed a "Person".
7.01.8 "Related Person" means any Person which is the Beneficial Owner as
of the date of determination by a majority of the Whole Board of Directors or
immediately prior to the consummation of a Business Combination, or both, of 5%
or more of the Voting Shares, or any Person who is an Affiliate of the
Corporation and at any time within five years preceding the determination of
such status by the Whole Board of Directors was the Beneficial Owner of 5% or
more of the Corporation's then outstanding Voting Shares; provided, however,
that "Related Person" shall not include (i) any Person who is the Beneficial
Owner of more than 5% of the Corporation's Voting Shares on February 28, 2003,
(ii) any plan or trust established for the benefit of the Corporation's
employees generally or (iii) any Subsidiary of the Corporation that holds Voting
Shares in a fiduciary capacity, whether or not it has the authority to vote or
dispose of such securities.
7.01.9 The term "Substantial Part" as used with reference to the assets of
the Corporation, of any Subsidiary or of any Related Person means assets having
a value of more than 10% of the total consolidated assets of the Corporation and
its Subsidiaries as of the end of the Corporation's most recent quarter ending
prior to the time the determination is being made.
7.01.10 "Subsidiary" shall mean any corporation or other entity of which
the Person in question owns not less than 50% of any class of equity securities,
directly or indirectly, and "Significant Subsidiary" shall mean a Subsidiary
that also meets the tests for a "significant subsidiary" under Securities and
Exchange Commission Regulation S-X, Rule 1-02(w).
7.01.11 "Voting Shares" means all Shares of the Corporation entitled to
vote generally in the election of Corporation directors.
7.01.12 "Whole Board of Directors" means the total number of directors that
the Corporation would have if there were no vacancies.
7.01.13 Certain Determinations With Respect to Article VII. A majority of
the Whole Board of Directors shall have the power to determine for the purposes
of this Article VII, on the basis of information known to them: (i) the number
of Voting Shares of which any Person is the Beneficial Owner, (ii) whether a
Person is an Affiliate or Associate of another, (iii) whether a Person has an
agreement, arrangement or understanding with another as to the matters referred
to in the definition of "Beneficial Owner" as hereinabove defined, (iv) whether
the assets subject to any Business Combination constitute a "Substantial Part"
as hereinabove defined, (v) whether two or more transactions constitute a
"series of related transactions" as hereinabove defined, and (vi) such other
matters with respect to which a determination is required under this Article
VII.
7.01.14 Fiduciary Obligations. Nothing contained in this Article VII shall
be construed to relieve any Related Person from any fiduciary or other
obligation imposed by law.
7.02 Approval of Business Combinations.
7.02.1 Maximum Votes Required. Whether or not a vote of the shareholders is
otherwise required in connection with the transaction, neither the Corporation
nor any of its Subsidiaries shall complete any Business Combination without the
prior affirmative vote at a meeting of the Corporation's shareholders as to all
shares owned:
(1) By the holders of not less than a two-thirds (66 2/3%) of the
Corporation's outstanding Voting Shares, voting separately as classes, and
(2) By an Independent Majority of Shareholders.
The affirmative vote required by this Section is in addition to the vote of
the holders of any class or series of Corporation Shares otherwise required by
law, these Articles of Incorporation, including, without limitation, any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of Shares. Such favorable votes shall be in
addition to any shareholder vote which would be required without reference to
this Section 6.02.1 and shall be required notwithstanding the fact that no vote
may be required, or that some lesser percentage may be specified by law or
elsewhere in this Certificate of Incorporation, the Corporation's Bylaws or
otherwise.
7.02.2 Minimum Vote Required. The provisions of Section 7.02.1 shall not
apply to a particular Business Combination, and such Business Combination shall
require only the affirmative vote of a majority of the Corporation's outstanding
Voting Shares, if such Business Combination is: (i) approved and recommended to
the shareholders by the affirmative vote of two-thirds (66 2/3%) of the Whole
Board of Directors of the Corporation, and (ii) a majority of the Continuing
Directors.
7.03 Evaluation of Business Combinations, etc. In connection with the
exercise of its judgment in determining what is in the best interest of the
Corporation and its shareholders when evaluating an actual or proposed Business
Combination, a tender or exchange offer, a solicitation of options or offers to
purchase or sell Corporation Shares by another Person, or a solicitation of
proxies to vote Corporation Shares by another Person, the Corporation's Board of
Directors, in addition to considering the adequacy and form of the consideration
to be paid in connection with any such transaction, shall consider all of the
following factors and any other factors which it deems relevant: (i) the social
and economic effects of the transaction or proposal on the Corporation and its
Subsidiaries, its and their employees, depositors, loan and other customers,
creditors and the communities in which the Corporation and its Subsidiaries
operate or are located; (ii) the business and financial condition, and earnings
prospects of the acquiring Person or Persons, including, but not limited to,
debt service and other existing financial obligations, financial obligations to
be incurred in connection with the acquisition, and other likely financial
obligations of the acquiring Person or Persons, and the possible effect of such
conditions upon the Corporation and its Subsidiaries and the other elements of
the communities in which the Corporation and its Subsidiaries operate or are
located; (iii) the competence, experience, and integrity of the Person and their
management proposing or making such actions; (iv) the prospects for a successful
conclusion of the Business Combination; and (v) the Corporation's prospects as
an independent entity. This Section 7.03 shall not be deemed to provide any
constituency the right to be considered by the Board of Directors in connection
with any transaction or matter.
ARTICLE VIII
SPECIAL PROVISIONS
In furtherance and not in limitation of the powers conferred by law, the
following provisions for regulation of the Corporation, its directors and
shareholders are hereby established:
8.01 Bylaws. The Corporation's Board of Directors is authorized and
empowered, upon the affirmative vote of two-thirds (66 2/3%) of the Whole Board
of Directors and a majority of the Continuing Directors, to amend, alter, change
or repeal any and all of the Corporation's Bylaws and to adopt new Bylaws,
including, without limitation, establishing the exact number of directors to be
fixed by resolution adopted by the Board of Directors from time to time
consistent with Section 6.01 of these Articles of Incorporation. The
shareholders may also amend the Bylaws by the affirmative vote of 66 2/3% of all
Voting Shares entitled to vote on such amendment and by the affirmative vote of
an Independent Majority of Shareholders.
8.02 Shareholder Action by Consent. No action may be taken by written
consent except as may be provided in the designation of the preferences,
limitations and relative rights of any series of the Corporation's Preferred
Stock. Any action required or permitted to be taken by the holders of
Corporation Common Stock must be effected at a duly called annual or special
meeting of such holders, and may not be effected by any consent in writing by
such holders.
8.03 Shareholder Requests for Special Meetings. The Corporation will hold a
special meeting of shareholders on a proposed issue or issues at the request of
shareholders only upon the receipt from the holders of half (50%) of all the
votes entitled to be cast on the proposed issue or issues of signed, dated
written demands for the meeting describing the purpose for which it is to be
held.
ARTICLE IX
SHAREHOLDER PROPOSALS
9.01 Proposals. In addition to the right of the Corporation's Board of
Directors to submit proposals for a shareholder vote, proposals for a
shareholder vote may be made in connection with any annual meeting of
Corporation shareholders by any holder of voting shares ("Proponent") entitled
to vote generally in the election of directors if that shareholder complies with
all of the provisions of this Section 9.01.
(1) Advance notice of such proposal shall be received by the Secretary
of the Corporation (a) with respect to an annual meeting, not less than 60
days nor more than 90 days prior to the anniversary of the last annual
meeting of Corporation shareholders (or, if the date of the annual meeting
is changed by more that 20 days from such anniversary date, within 10 days
after the date that the Corporation mails or otherwise gives notice of the
date of such meeting) and (b) with respect to a special meeting, not later
than the close of the tenth day following the date on which notice of the
meeting was first mailed to shareholders.
(2) Each notice under Section 9.01(1) shall set forth (i) the names
and business addresses of the Proponent and all persons acting in concert
with the Proponent, (ii) the name and address of the Proponent and persons
identified in clause (i), as they appear on the Corporation's books (if
they so appear); (iii) the class and number of Voting Shares of the
Corporation that are beneficially owned by the Proponent and the persons
identified in clause (i); (iv) a description of the proposal containing all
material information relating thereto; and (v) such other information as
the Board of Directors reasonably determines is necessary or appropriate to
enable the Board of Directors and shareholders of the Corporation to
consider the proposal.
(3) The proposal made by a shareholder may only be made in a meeting
of the shareholders of the Corporation at which such shareholder is present
in person or by proxy, and can only be made by a shareholder who has
therefore complied with the notice provisions of Sections 9.01(1) and (2),
and is subject further to compliance with all applicable laws, including,
without limitation, federal and state securities laws.
(4) The Chairman of the shareholders' meeting may, if the facts
warrant, determine and declare to the meeting that a proposal was not made
in accordance with the foregoing procedures, and if he should so determine,
he shall so declare to the meeting and the defective proposal shall be
disregarded.
ARTICLE X
AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute or these Articles, and all rights conferred upon
shareholders herein are granted subject to this reservation. These Articles of
Incorporation may be amended as provided by law; provided, however, that the
affirmative vote of the holders of two-thirds (66 2/3%) of all of the Voting
Shares outstanding and entitled to vote, voting as classes, if applicable, and
an Independent Majority of Shareholders shall be required to approve any change
of Articles VI, VII, IX and X of these Articles of Incorporation.
SEACOAST BANKING CORPORATION OF FLORIDA
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
THURSDAY, MAY 1, 2003
The undersigned hereby appoints William R. Hahl and John R. Turgeon, or either
of them, each with full power of substitution, as Proxies, to vote all shares of
the Common Stock of Seacoast Banking Corporation of Florida ("Seacoast") which
the undersigned may be entitled to vote if personally present at the Annual
Meeting of Shareholders to be held at the Port St. Lucie Community Center, 2195
S.E. Airoso Boulevard, Port St. Lucie, Florida, on Thursday, May 1, 2003, at
3:00 P.M., local time, and at any adjournments or postponements thereof (the
"Annual Meeting"), as directed below, upon the proposals described in the Proxy
Statement and the Notice of Annual Meeting of Shareholders, both dated March 18,
2003, the receipt of which is acknowledged.
When this proxy is properly executed, all shares of both classes of stock will
be voted in the manner directed herein by the undersigned shareholder. If no
direction is specified, this proxy will be voted FOR all proposals.
FOR all nominees WITHHOLD AUTHORITY
1. Election of Directors for director listed (to vote all
(except as marked to nominees listed)
the contrary below)
Class I Jeffrey C. Bruner
Christoper E. Fogal |_| |_|
Dale M. Hudson
John R. Santarsiero, Jr.
Class III Stephen E. Bohner
T. Michael Crook
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided.
--------------------------------------------------------------------------------
2. Amendments to Articles of Incorporation
Revising Provisions for Supermajority
Approvals for Business Combinations. FOR AGAINST ABSTAIN
To approve amendments to Seacoast's
Articles revising the provisions relating |_| |_| |_|
to supermajority approvals for certain
business combinations.
3. Adjournment of the Annual Meeting FOR AGAINST ABSTAIN
To grant the Proxies discretionary authority
to vote to adjourn the Annual Meeting for up
to 120 days to allow for the solicitation of |_| |_| |_|
additional proxies in the event that there
are insufficient shares voted at the Annual
Meeting to approve Proposal 2.
4. In their discretion the Proxies are authorized to vote upon such other
matters as may properly come before the Annual Meeting or any adjournment or
postponement thereof.
SIGNATURE(S)_________________DATE_____________ THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS OF SEACOAST
BANKING CORPORATION OF FLORIDA,
SIGNATURE(S)_________________DATE_____________ AND MAY BE REVOKED PRIOR TO ITS
EXERCISE.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.