SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement. [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)).
[x] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Rule 14a-12.
Gold Banc Corporation, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which
transaction applies:
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[ ] Check box if any part of the fee is offset as provided by
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the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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GOLD BANC CORPORATION, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held April 21, 2004
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The Annual Meeting of Stockholders of Gold Banc Corporation, Inc. (the
"Company") will be held in Cottonwood 3 Ballroom at the Sheraton Overland Park
Hotel, 6100 College Blvd, Overland Park, Kansas on Wednesday, April 21, 2004 ,
at 9:00 a.m. local time, for the following purpose:
1. To elect three Class II Directors to serve for a term of three years.
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 4, 2004
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the meeting and any postponements and adjournments
thereof.
You are cordially invited to attend the meeting. However, whether or
not you plan to be personally present at the meeting, please sign and date the
enclosed proxy and promptly return it in the envelope provided. No postage is
necessary if mailed in the United States. If you are a stockholder of record and
attend the meeting, you may revoke your proxy by voting in person. We look
forward to seeing you at the meeting.
By Order of the Board of Directors,
GOLD BANC CORPORATION, INC.
Rick Tremblay
Corporate Secretary
Leawood, Kansas
March 18, 2004
GOLD BANC CORPORATION, INC.
11301 Nall Avenue
Leawood, Kansas 66211
`
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PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held April 21, 2004
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GENERAL INFORMATION
This proxy statement is being furnished to the stockholders of Gold
Banc Corporation, Inc., a Kansas corporation (the "Company"), in connection with
the Annual Meeting of Stockholders to be held in Cottonwood 3 Ballroom at the
Sheraton Overland Park, 6100 College Blvd, Overland Park, Kansas on Wednesday,
April 21, 2004 , at 9:00 a.m. local time. This proxy statement was first mailed
on or about March 22, 2004 to all stockholders entitled to vote at the Annual
Meeting.
The Company's Board of Directors is soliciting proxies in order to
provide every stockholder with an opportunity to vote on all matters scheduled
to come before the Annual Meeting and to be able to transact business at the
meeting. Whether or not you are able to attend the Annual Meeting, you are urged
to sign, date and return the proxy in the enclosed envelope. Upon execution and
return of the enclosed proxy, the shares represented by it will be voted by the
persons designated therein as proxies in accordance with the stockholder's
directions. A stockholder may vote on a matter by marking the appropriate box on
the proxy or, if no box is marked for a specific matter, the shares will be
voted as recommended by the Board of Directors on that matter.
The enclosed proxy may be revoked at any time before it is voted by (a)
so notifying the Corporate Secretary of the Company in writing, (b) executing a
proxy with a later date and delivering such later proxy to the Corporate
Secretary of the Company prior to the Annual Meeting or (c) attending the Annual
Meeting and voting in person. Unless the proxy is revoked or is received in a
form that renders it invalid, the shares represented by it will be voted in
accordance with the instructions contained therein.
Employees of the Company and its affiliates who participate in either
the Gold Banc Corporation, Inc. Employees' Stock Ownership Plan and Trust may
vote shares of common stock of the Company credited to their account by
instructing Gold Trust Company, St. Joseph, Missouri, the trustee of the plan.
The enclosed proxy card will serve as the instruction card. The trustee of the
plan will vote such shares in accordance with duly executed instructions
received by April 11, 2004. The trustee at its discretion will vote shares
credited to a participant's account for which no instructions are received. Each
participant may revoke previously given voting instructions by filing with the
trustee a written notice to that effect by April 14, 2004.
For the purpose of determining whether the stockholders have approved
matters other than the election of directors, abstentions are treated as shares
present or represented and voting, so abstaining has the same effect as a
negative vote. With respect to the election of directors, abstentions and
instructions on the accompanying proxy card to withhold authority to vote for
one or more of the nominees will result in the respective nominees receiving
fewer votes. If no instructions are given on the accompanying proxy, the shares
registered thereby will be voted for the nominees listed herein. Shares held by
brokers who do not have discretionary authority to vote on a particular matter
and who have not received voting instructions from their customers are not
counted or deemed to be present or represented for the purpose of determining
whether stockholders have approved that matter, but they are counted as present
for the purpose of determining the existence of a quorum at the Annual Meeting.
The Company will bear the cost of solicitation of proxies, which will
be principally conducted by mail; however, certain officers of the Company may
also solicit proxies by telephone, internet, facsimile or in person. Such cost
may also include ordinary charges and expenses of brokerage firms and others for
forwarding soliciting material to beneficial owners.
On March 4, 2004, the record date for determining stockholders entitled
to vote at the Annual Meeting and any postponements and adjournments thereof,
the Company had outstanding and entitled to vote approximately 39,845,068 shares
of common stock, par value $1.00 per share (the "Common Stock"). Each
outstanding share of Common Stock entitles the record holder to one vote.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, elected for terms
of three years and until their successors are elected and qualified. Three Class
II directors are to be elected at the Annual Meeting. The proxies named in the
accompanying proxy intend to vote for the election of Allen D. Petersen, J. Gary
Russ and Donald C. McNeill as Class II directors. In the event Messers.
Petersen, Russ and McNeill should become unavailable for election, which is not
anticipated, the proxies will be voted for such substitute nominee as may be
nominated by the Board of Directors. The Company's bylaws require all
nominations for director by stockholders to be submitted to the corporate
secretary of the Company no later than 120 days prior to the day corresponding
to the date on which the Company released its proxy statement in connection with
the previous year's annual meeting of stockholders. No nominations were received
by the Company from stockholders. Accordingly, if a quorum is present, all of
the directors recommended by the Nominating and Corporate Governance Committee
and nominated by the Board of Directors, will be elected directors of the
Company
The following summaries set forth information about the nominees to the
Board of Directors and those directors who are continuing in office for the
respective periods and until their successors are elected and qualified.
Class II--Continuing Term Expiring 2007
Allen D. Petersen, 63, was appointed to the Board of Directors of the
Company on July 31, 1997. Mr. Peterson also is Chairman of Draupnir, LLC, a
private equity fund. In addition to his position as a Director, Mr. Peterson
serves as a member of the Compensation Committee. Mr. Petersen was the Chairman
and Chief Executive Officer of American Tool Companies until its sale in 2002.
J. Gary Russ, 54, was appointed to the Board of Directors of the
Company on April 26, 2000. In addition to his position as a Director, Mr. Russ
serves as a member of the Audit Committee. Mr. Russ has served as non-executive
Chairman of the Board of Gold Bank-Florida since 1995. For more than five years,
Mr. Russ has been the Manager and General Partner of Citrus Groves, Ltd.
Donald C. McNeill, 52, was appointed to the Board of Directors of the
Company on April 26, 2000. In addition to his position as a Director, Mr.
McNeill serves as a member of the Compensation Committee. Mr. McNeill served as
Chairman and Chief Executive Officer of CountryBanc, which was acquired by the
Company in 2000. For twenty years, he has served as President, director and
principal stockholder of Banc West, Inc. He is also a director of Bank of the
West, a wholly-owned subsidiary bank of Banc West, Inc. with total assets of
approximately $100 million.
The Board of Directors recommends a vote "FOR" the election of Allen D.
Petersen, J. Gary Russ and Donald C. McNeill.
Class III--Term Expiring in 2005
William Randon, 47, was appointed to the Board of Directors on March 6,
2001, upon the retirement of William Wallman. In addition to his position as a
Director, Mr. Randon serves as a member of the Nominating and Corporate
Governance Committee. Mr. Randon is Co-CEO of B2B Solutions, LLC, a private
equity fund focused on e-commerce companies. Formerly, Mr. Randon was
Vice-Chairman of CountryBanc, which was acquired by the Company in 2000.
William R. Hagman, Jr., 68, has served as a director of the Company
since November 12, 1998. In addition to his position as a Director, Mr. Hagman
serves as a member of the Nominating and Corporate Governance Committee. From
May 2000 to the present, Mr. Hagman has served as a director of Gold
Bank-Florida. For more than five years, Mr. Hagman has been the President of
Hagman Companies, Inc.
Robert J. Gourley, 67, was appointed to the Board of Directors of the
Company on June 16, 2003 and was elected by the Directors to be Chairman of the
Board on October 22, 2003. In addition to his position as a Director, Mr.
Gourley serves as member of the Company's Audit Committee and as a Chairman of
the Company's Nominating and Corporate Governance Committee. Mr. Gourley is the
owner and Chief Executive Officer of Graphic Distributors, Inc., a film
manufacturing firm. Mr. Gourley was also the founder and Chairman of the Board
of First Business Bank of Kansas City, which was acquired by the Company in
2000.
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Class I--Term Expiring 2006
Malcolm M. Aslin, 56, was appointed to the Board of Directors on
February 11, 1999. He has served as the Company's Chief Executive Officer since
March 17, 2003 and has served as the Company's President and Chief Operating
Officer since February 10, 1999. From October 1995 until February 10, 1999, Mr.
Aslin served as (a) Chairman of the Board of Western National Bank and Unison
Bancorporation, Inc. in Lenexa, Kansas and (b) Chairman and Managing Director of
CompuNet Engineering, L.L.C., a Lenexa, Kansas computer service business the
Company acquired in February 1999. From May 1994 until May 1995, Mr. Aslin
served as President of Langley Optical Company, Inc., a wholesale optical
laboratory located in Lenexa, Kansas. Prior to purchasing Langley Optical
Company, Mr. Aslin spent more than 22 years in various positions with UMB Banks
and United Missouri Financial Corporation, including President, Chief Operating
Officer and Director of United Missouri Bancshares, Inc. and President and
Director of UMB's Kansas City bank, United Missouri Bank of Kansas City, N.A.
Daniel P. Connealy, 57, was appointed to the Board of Directors on
April 22, 2003. In addition to his position as a Director, Mr. Connealy has been
appointed as the Chairman of the Audit Committee. Mr. Connealy also serves a
member of the joint Board of Trustees of Frank Russell Investment Company and
the Russell Investment Company. Mr. Connealy previously served as Vice President
and Chief Financial Officer of Stilwell Financial Inc. Prior to joining
Stilwell, he was a partner for 22 years with PricewaterhouseCoopers LLP, where
he was employed for more than 32 years. While at PricewaterhouseCoopers, he
specialized in service to asset managers and related fund companies.
D. Patrick Curran, 59, was appointed to the Board of Directors of the
Company on April 26, 2000. In addition to his position as a Director, Mr. Curran
has been appointed as the Chairman of the Compensation Committee. Mr. Curran is
a Chief Executive Officer-level executive with expertise in restructuring,
leveraged buyouts, acquisitions, divestitures and international joint venture
formation. For more than five years, Mr. Curran also served on the Board of
Directors of First Business Bankof Kansas City, which was acquired by the
Company in 2000.
CERTAIN BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
The following table sets forth information as of March 4, 2004 the
shares of Common Stock beneficially owned by (a) each person known by the
Company to be the beneficial owner of 5% or more of the Company's outstanding
Common Stock, (b) each of the directors and nominees for election as a director
of the Company, (c) each of the executive officers of the Company named in the
Summary Compensation Table and (d) all directors, nominees and executive
officers of the Company as a group. Unless otherwise indicated, the named
beneficial owner has sole voting and investment power over the shares listed.
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership Percent of Class
Malcolm M. Aslin(1).................................. 228,298 *
Rick I. Tremblay(2).................................. 79,521 *
Donald C. McNeill(3)................................. 907,865 2.28%
William R. Hagman, Jr.(4)............................ 722,258 1.81%
J. Gary Russ(5)...................................... 340,777 *
Allen D. Petersen(6)................................. 631,828 1.59%
William Randon(7).................................... 335,456 *
D. Patrick Curran(8)................................. 295,192 *
E. Miles Prentice, III(9)............................ 79,000 *
Daniel P. Connealy(10) .............................. 15,000 *
Robert J. Gourley(11)................................ 205,328 *
Ted Lister (12)...................................... 8,400 *
Phil Zemel (13)...................................... 6,000 *
Directors, nominees and executive officers as a group
(13 persons)...................................... 3,855,923 9.7%
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* Less than 1%.
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(1) Includes: (a) shares owned by Mr. Aslin, (b) 108,000 shares of restricted
stock (c) 8,000 shares held jointly with Mr. Aslin's spouse, (d) 630 shares
held by Mr. Aslin's spouse in an IRA, (e) 1,765 shares held in Mr. Aslin's
name under the Company's Employees' Stock Ownership Plan, (f) 1,014 shares
held in Mr. Aslin's name under the Company's 401(k) Plan and (g) 73,500
shares that can be acquired within 60 days of March 4, 2004 pursuant to
options.
(2) Includes: (a) 24,824 shares owned by Mr. Tremblay, (b) 42,000 shares of
restricted stock (c) 697 shares held in Mr. Tremblay's name under the
Company's Employees' Stock Ownership Plan and (d) 12,000 shares that can be
acquired within 60 days of March 4, 2004 pursuant to options.
(3) Includes: (a) 890,283 shares held by family limited partnership of which
Mr. McNeill is president of the general partner, (b) 82 shares held by Mr.
McNeill in an IRA, and (c) 17,500 shares that can be acquired within 60
days of March 4, 2004 pursuant to options.
(4) Includes: (a) shares owned by the following record owners that are subject
to the terms of proxies granting Mr. Hagman the right to vote the shares:
130,982 shares owned by Dorothy F. Hagman, Trustee u/t/a 9/13/82; 217,450
shares owned by John R. Hagman and Susan G. Hagman, Trustees u/t/a
12/19/97; 13,000 shares owned by Hagman Associates, L.P., of which Mr.
Hagman is Managing Partner; 2,360 shares owned by H&H Investment
Partnership, of which Mr. Hagman is a partner; 100,001 shares owned by the
Hagman Family Irrevocable Trust #1, of which Mr. Hagman is co-trustee; and
117,649 shares owned by the Hagman Family Irrevocable Trust #2, of which
Mr. Hagman is co-trustee; (b) 118,316 shares owned by William R. Hagman,
Jr., Trustee u/t/a 12/19/86; and (c) 22,500 shares that can be acquired
within 60 days of March 4, 2004 pursuant to options.
(5) Includes: (a) 173,814 shares owned by J. Gary Russ, (b) 22,374 shares owned
by J. Gary Russ and Christine Russ as joint tenants, (c) 20,000 shares
owned by J. Gary Russ and Cathryne Russ as joint tenants, (c) 826 shares
owned by Mr. Russ' spouse, (d) 94,995 shares owned by Russ Citrus Groves,
Ltd., of which Mr. Russ is a General Partner, and (e) 28,768 shares that
can be acquired within 60 days of March 4, 2004 pursuant to options.
(6) Includes: (a) 62,500 shares owned by Mr. Petersen, (b) 300,000 shares owned
by Draupnir, LLC, for which Mr. Petersen is a member, (c) 241,828 shares
owned by The Lifeboat Foundation, for which Mr. Petersen is one of three
directors, and (d) 27,500 shares that can be acquired within 60 days of
March 4, 2004 pursuant to options.
(7) Includes (a) 322,956 shares owned by Mr. Randon, and (b) 12,500 shares that
can be acquired within 60 days of March 4, 2004 pursuant to options.
(8) Includes: (a) 103,552 shares owned by Mr. Curran, (b) 74,140 shares in
irrevocable trusts for Mr. Curran's children, (c) 100,000 shares held by C3
Holdings, LLC, of which Mr. Curran is a member, and (d) 17,500 shares that
can be acquired within 60 days of March 4, 2004 pursuant to options.
(9) Includes: (a) 65,500 shares owned by Mr. Prentice, (b) 1,000 shares owned
by Mr. Prentice's spouse and (c) 12,500 shares that can be acquired within
60 days of March 4, 2004 pursuant to options.
(10) Includes 15,000 shares owned by Mr. Connealy.
(11) Includes: (a) 20,328 shares owned by Mr. Gourley, (b) 135,000 shares held
by the family charitable foundation, and (c) 50,000 shares held by Mr.
Gourley jointly with his spouse.
(12) Includes: (a) 6,000 shares of restricted stock and (b) 2,400 shares that
can be acquired within 60 days of March 4, 2004 pursuant to options.
(13) Includes: (a) 6,000 shares of restricted stock and (b) 1,000 shares that
can be acquired within 60 days of March 4, 2004 pursuant to options.
COMPENSATION OF DIRECTORS AND EXECUTIVES
Compensation of Directors
Non-employee directors of the Company in 2003 received (a) annual
retainers of 18,000, (b) $1,500 per board meeting attended and $750 per
telephonic board meeting, (c) $1,250 per committee meeting attended and $500 per
telephonic committee meeting. Each committee chairman also received an
additional annual retainer of $5,000. In addition, Messers. Russ, Hagman and
Curran received special payments of $15,000, $30,000 and $15,000, respectively
4
for their service on the Company's Audit Committee in connection with the
investigation regarding the misappropriation of funds by Mr. Gullion. In 2003,
continuing non-employee directors received options to purchase 5,000 shares of
the Company's common stock at an exercise price of $10.41 per share and new
non-employee directors received options to purchase 2,500 shares of the
Company's common stock at an exercise price of $12.75 per share for serving on
the Board of Directors. Options granted to directors vest and become fully
exercisable on the first anniversary of the grant date. Accordingly, the options
granted by the Company to the continuing non-employee directors have vested on
January 22, 2004 and the options to the new non-employee directors will vest on
October 22, 2004. All options will automatically vest upon a change in control
of the Company. As of the date of this proxy, the Company has granted options
for 176,268 shares of Common Stock to non-employee directors. In addition, the
Company reimburses directors for expenses incurred in connection with attendance
at meetings of the Board of Directors and committees thereof. Employees of the
Company receive no additional compensation for serving as a director.
Compensation Committee Report on Executive Compensation
The Compensation Committee is composed of D. Patrick Curran, Donald C.
McNeill and Allen D. Peterson. The Compensation Committee meets periodically
during the course of the year to consider compensation programs for executive
officers and senior managers of the Company.
Compensation Philosophy and Objectives
The Company's compensation programs are designed to provide fair and
reasonable compensation to all employees, including its executive officers and
senior managers. The Committee's specific objectives are to: (i) provide annual
compensation that takes into account the Company's performance relative to its
financial goals and objectives; (ii) align the financial interests of the
executive officers with those of stockholders by providing significant
equity-based long-term incentives; and (iii) offer a total compensation program
for executive officers based on the level of responsibility of the executive's
position and necessary skills and experience relative to other senior management
positions and comparative compensation of similarly positioned executives and
senior managers of peer financial institutions.
Compensation Components and Process
There are three major components of the Company's executive officer and
senior manager compensation programs: (1) base salary, (2) annual incentive
awards and (3) long-term incentives.
The process utilized by the Committee in determining executive officer
compensation levels for all of these components is based upon the Committee's
judgment and takes into account objective qualitative and quantitative factors.
However, the Committee emphasizes that in determining executive officer
compensation levels, particular attention is placed on tying a significant
portion of executive compensation to the success of the executive officer and
the Company in meeting established financial and performance goals.
For support in the compensation decision process, the Committee engaged
an independent compensation consultant to provide assistance in developing
guidelines for executive compensation and providing market data to determine
relevant compensation practices of the Company's peer group of banks. The
Company's peer group of banks, as developed by the independent compensation
consultant, consists of national and regional bank holding companies that offer
diversified financial services to its customers and are of comparable asset
size. The committee takes into account the peer information when formulating its
recommendations, but the Committee does not target total compensation or any
component thereof to any particular point within, or outside, the range of the
peer group results.
Long-term Incentive Awards
The stock-based awards (typically, Incentive Stock Option Grants) are
generally granted to executive officers on an annual basis by the Committee. The
stock option awards cannot be issued with an exercise price below the market
price of the Company's common stock price at the time of the award and the
exercise price cannot be changed after the award is issued, except to
accommodate any dividends, stock splits or conversions that would affect all
stockholders.
The Committee has historically granted stock options as a means of
providing long-term incentives to employees. All options granted under the
Company's 1996 Equity Compensation Plan, as amended (the "Plan"), vest
incrementally over a five-year period based upon the optionee's continued
employment by the Company. The Committee therefore bases its decision with
regard to stock options granted to its executive officers primarily upon the
total number of options available for grant and the officer's position.
In consultation with its compensation consultant, the Committee in 2003
began granting awards of restricted stock and restricted stock units to certain
of its executive officers. These grants benefit the recipients by enabling the
recipients to receive the appreciation in the value of the Company's common
stock, thus providing additional long-term incentives. In addition, the vesting
of awards made to the Company's Chief Executive Officer and Chief Financial
Officer are tied to the price of the Company's common stock, thereby aligning
the interests of these officers with the Company's stockholders. Restricted
stock units also provide an equity-based compensation that may not result
in dilution of the Company's stockholders as such awards may be paid out in cash
upon vesting.
On October 22, 2003, the Committee awarded Malcolm M. Aslin, the
Company's Chief Executive Officer, 132,000 shares of restricted stock and 88,000
restricted stock units. The
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Committee also awarded Rick Tremblay, the Company's Chief Financial Officer,
60,000 shares of restricted stock and 40,000 restricted stock units. Other
executive officers also were awarded various amounts of restricted stock and
restricted stock units. The vesting of the restricted stock and restricted stock
units awarded to Mr. Aslin and Mr. Tremblay is contingent upon, among other
things, the obtainment of certain price thresholds by the Company's common
stock, and in some cases, their continued employment with the Company. The
vesting of the awards made to the other executive officers will occur on the
third anniversary of the date of the award, provided such individual has been
continuously employed with the Company during this time period. All awards vest
immediately upon a change in control.
Compensation of Chief Executive Officer
Malcolm M. Aslin became the Chief Executive Officer on March 17, 2003.
Mr. Aslin's base salary has been set by the Compensation Committee at $425,000.
See "Employment Contracts."
Compensation of Former Chief Executive Officer
Michael W. Gullion served as Chief Executive Officer during the first
quarter of 2003 until his removal on March 17, 2003. Mr. Gullion's base salary
for 2003 was set by the Committee at $500,000. His 2003 compensation also
included options for 100,000 shares of common stock. None of these options had
vested when Mr. Gullion's employment was terminated and, thus, have been
forfeited.
Compensation Committee Members
D. Patrick Curran, Chairman
Donald C. McNeill
Allen D. Petersen
Compensation of Executives
The table below sets forth information concerning the annual and
long-term compensation paid to or earned by (i) any individual serving as the
Company's Chief Executive Officer during 2003, (ii) the four most highly
compensated executive officers of the Company who were serving as executive
officers on December 31, 2003, and (iii) up to two additional individuals for
whom disclosure would have been provided, but for the fact that the individual
was not serving as an executive officer on December 31, 2003.
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Summary Compensation Table
Long Term
Annual Compensation Compensation Awards
Securities
Restricted Underlying All Other
Name and Principal Position Year Salary Bonus(1) Stock$(2) Options Compensation
--------------------------- ---- ------ -------- ---------- ------- ------------
Malcolm M. Aslin (5) 2003 $399,639 $205,000 2,805,000 80,000 $20,700(3)
Chief Executive Officer, President 2002 $300,000 $100,000 -0- 50,000 $17,536(3)
and Chief Operating Officer 2001 $251,231 $50,000 -0- 25,000 $13,875(3)
Rick Tremblay 2003 $221,240 $125,000 1,275,000 15,000 $1,995(3)
Executive Vice President, Chief 2002 $175,000 $50,000 -0- 15,000 $1,996(4)
Financial Officer and Corporate 2001 $141,765 $50,000 -0- 5,000 $1,602(4)
Secretary
Ted Lister (6) 2003 $128,770 $25,000 127,500 5,000 $15,234(4)
Senior Vice President, Human Resources 2002 $96,811 $5,000 -0- 5,000 $6,015(4)
2001 $27,005 -0- -0- 1,000 -0-
Phil Zemel (7) 2003 $122,360 $15,000 127,500 5,000 $5,123(4)
Chief Credit Administrator 2002 $89,964 0 0 5,000 $3,398(4)
Former Executive Officers
Michael W. Gullion (8) 2003 $197,634 $360,000 -0- 100,000 $5,330(4)
Former Chairman and Chief Executive 2002 $450,000 $225,000 -0- 80,000 $13,408(4)
Officer 2001 $375,000 $125,000 -0- 35,000 $9,848(4)
John R. Price (9) 2003 $137,111 $75,000 -0- -0- $9,670(4)
Former Executive Vice President - 2002 $175,000 $50,000 -0- 15,000 $9,315(4)
Credit Administration 2001 $150,462 $20,000 -0- 5,000 $7,509(4)
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(1) Represents amounts paid in fiscal year.
(2) On October 22, 2003, each of the executive officers in the table above
(except for Messrs. Gullion and Price) were granted restricted stock and
restricted stock units. Mr. Aslin was granted 132,000 shares of restricted
stock and 88,000 restricted stock units. Mr. Tremblay was granted 60,000
shares of restricted stock and 40,000 restricted stock units. Messrs.
Lister and Zemel were each awarded 6,000 shares of restricted stock and
4,000 restricted stock units. The value of these awards is included in the
table above and reflects a per share and per unit value of $12.75 based
upon the closing price of the Company's common stock of the date of grant.
(3) Includes contributions to the Company's Employees' Stock Ownership Plan
during the year for the previous year, matching contributions under the
Company's 401(k) Plan, supplemental disability insurance, imputed income
for group term life insurance in excess of $50,000, and personal use of a
Company owned automobile or an automobile allowance.
(4) Includes contributions to the Company's Employees' Stock Ownership Plan
during the year for the previous year, matching contributions under the
Company's 401(k) Plan, supplemental disability insurance, and imputed
income for group term life insurance in excess of $50,000.
(5) Mr. Aslin became the Company's Chief Executive Officer effective as of
March 17, 2003.
(6) Mr. Lister became an employee of the Company on November 8, 2001.
(7) Mr. Zemel became an employee of the Company on February 5, 2002.
(8) Mr. Gullion was replaced as the Company's Chairman and Chief Executive
Officer effective as of March 17, 2003.
(9) Mr. Price resigned as Executive Vice President - Credit Administration
effective as of April 15, 2003.
7
Options Granted and Options Exercised in the Last Fiscal Year
The following tables set forth certain information concerning options
granted during the fiscal year ended December 31, 2003 to the executive officers
named in the Summary Compensation Table and the number and value of the
unexercised options held by such persons on December 31, 2003:
Option Grants in Last Fiscal Year
Number of Percent of
Securities Total Options Potential Realized Value At
Underlying Granted to Exercise or Assumed Annual Rates of
Options Employees in Base Price Expiration Stock Price Appreciation
Name Granted (1) Fiscal Year ($/Share) Date For Option Term
---- ----------- ----------- --------- ---- ---------------
5% 10%
-- ---
Malcolm M. Aslin 30,000 7.88% $10.41 1/22/2013 $196,404 $497,726
Malcolm M. Aslin 50,000 13.13% $8.05 3/31/2013 $253,130 $641,481
Rick Tremblay 15,000 3.94% $11.03 7/23/2013 $104,051 $263,685
Ted Lister 5,000 1.31% $11.03 7/23/2013 $34,684 $87,895
Phil Zemel 5,000 1.31% $11.03 7/23/2013 $34,684 $87,895
Former Executive Officers
Michael W. Gullion(2) 100,000 26.26% $10.41 1/22/2013 $654,679 $1,659,086
-----------
(1) All options granted under the Company's 1996 Equity Compensation Plan, as
amended, vest incrementally over a five-year period based upon the
optionee's continued employment by the Company.
(2) As part of the restitution and settlement agreement between the Company and
Mr. Gullion, all options granted to Mr. Gullion in 2003 were forfeited.
Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Acquired Value Options at Fiscal Year-End Fiscal Year-End(1)
-------------------- ------------
Name on Exercise Realized Exercisable/ Unexercisable Exercisable/ Unexercisable
Malcolm M. Aslin 0 0 37,500 / 145,000 $212,275 / $740,250
Rick Tremblay 0 0 8,000 / 32,000 $64,800 / $170,000
Ted Lister 0 0 1,400 / 9,600 $9,584 / $47,026
Phil Zemel 0 0 0 / 0 $0 / $0
Former Executive Officers
Michael E. Gullion 161,000 $773,150 0 / 0 $0 / $0
John R. Price 5,000 $17,820 13,500 / 0 $65,560 / $0
-----------
(1) These values were calculated based on the difference between the
exercise price and an assumed common stock value of $14.06 per share,
which was the closing price of the Common Stock on the Nasdaq National
Market on December 31, 2003.
8
EXECUTIVE OFFICERS
As of March 1, 2004, the Company's executive officers are as set forth
below.
Principal Occupation and
Name Age Five Year Employment History
-------------------- --- --------------------------------------------------------------------------------
Malcolm M. Aslin 56 Mr. Aslin was appointed to the Board of Directors on February 11, 1999. He has
served as the Company's Chief Executive Officer since March 17, 2003 and has served
as the Company's President and Chief Operating Officer since February 10, 1999.
From October 1995 until February 10, 1999, Mr. Aslin served as (a) Chairman of the
Board of Western National Bank and Unison Bancorporation, Inc. in Lenexa, Kansas
and (b) Chairman and Managing Director of CompuNet Engineering, L.L.C., a Lenexa,
Kansas computer service business the Company acquired in February 1999. From May
1994 until May 1995, Mr. Aslin served as President of Langley Optical Company,
Inc., a wholesale optical laboratory located in Lenexa, Kansas. Prior to
purchasing Langley Optical Company, Mr. Aslin spent more than 22 years in various
positions with UMB Banks and United Missouri Financial Corporation, including
President, Chief Operating Officer and Director of United Missouri Bancshares, Inc.
and President and Director of UMB's Kansas City bank, United Missouri Bank of
Kansas City, N.A.
Rick J. Tremblay 52 Mr. Tremblay has served as the Company's Executive Vice President, Chief Financial
Officer and Corporate Secretary since December 18, 2000. He was previously a Vice
President and Controller at UMB Financial Corporation and UMB, N.A., Kansas City,
Missouri for almost four years. Mr. Tremblay was also employed as Vice President
and Controller for Simmons First National Corporation and Simmons First National
Bank of Pine Bluff, Arkansas for 14 years.
Ted Lister, Jr. 42 Mr. Lister has served as the Company's Senior Vice President - Human Resources
since November 8, 2001. He was previously a human resources director for U.S.
Bank, N.A., and its predecessors, from 1990 through 2001.
Phil Zemel 52 Mr. Zemel has served as the Company's Senior Vice President and Director of Credit
Policy and Administration since May 19, 2003. He was previously a senior credit
officer with 1st Financial Bank from January, 2001 to February, 2000, and with
First Commercial Bank from March, 1998 to July, 2000
EMPLOYMENT CONTRACTS
Mr. Malcolm M. Aslin. Malcolm M. Aslin has entered into an employment agreement
with the Company (the "Agreement"). The term of Mr. Aslin's Agreement is a
rolling two year term (at all times the Agreement is deemed to have a two year
term from any date that occurs within the term of the Agreement). The Agreement
provides that Mr. Aslin will be the President and Chief Executive Officer of the
Company and be a member of the Company's Board of Directors. Throughout the
employment period, Mr. Aslin will receive $425,000 as base compensation. His
base compensation may be modified from time to time by the Board of Directors of
Company but will not be less than $425,000. Mr. Aslin is also entitled to
participate in the executive performance incentive program. The Agreement may be
terminated by the Company or Mr. Aslin, without cause, by giving 30 days written
notice to the other party. If the Agreement is terminated by the Company other
than for "cause" (as defined in the Agreement), the Company will continue to pay
the base compensation to Mr. Aslin for two years from the effective date of the
termination of employment. If Mr. Aslin is terminated for "cause," or he
voluntarily terminates the Agreement, then he will receive compensation through
the effective date of termination of employment. If a Change in Control (as
defined below) of the Company occurs and Mr. Aslin's employment with the Company
terminates for any reason, the Company is obligated to pay Mr. Aslin two times
his annual base compensation in effect as of the date the Change of Control is
consummated. A Change in Control of the Company will be deemed to occur upon (a)
a change of control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, (b) the hostile replacement of at
least the majority of the Board of Directors, (c) the approval by the Company's
stockholders of a plan of liquidation or dissolution of the Company or the sale
of all or substantially all of the assets of the Company, or (d) a person
acquiring 20% or more of the shares of Common Stock or voting power of the stock
of the Company.
Mr. Rick Tremblay. Rick Tremblay entered into a change in control agreement with
the Company on November 5, 2003. The term of this agreement continues throughout
the duration of the Mr. Tremblay's employment by the Company unless earlier
terminated. Either party may terminate the agreement without cause by giving 30
days written notice to the other party. Further, the Company may terminate the
agreement for "cause" (as defined in the agreement) without notice. If Mr.
Tremblay is terminated for cause, then he will only receive compensation through
the effective date of termination. If a change in control in the Company (as
defined in the agreement) occurs during the term of this Agreement and Mr.
Tremblay's employment terminates for any reason (other than his death) at any
time within twelve (12) months after the change of control is consummated, then
Mr. Tremblay will be entitled to receive a lump sum payment, in cash, in an
amount equal to the annual base compensation in effect for Mr. Tremblay as of
the date the change of control is consummated.
9
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors consisted of an Audit
Committee, Compensation Committee and Nominating and Corporate Governance
Committee.
Audit Committee. Daniel P. Connealy, Robert J. Gourley and J. Gary Russ
are members of the Company's Audit Committee. On April 22, 2003, the Board of
Directors appointed Mr. Connealy to serve as the Chairman of the Audit
Committee. The Board of Directors has determined that all members of the Audit
Committee are "independent" defined by applicable listing standards of Nasdaq
Stock Market, Inc., and that Mr. Connealy is an audit committee financial
expert. The Audit Committee is governed by the Amended and Restated Audit
Committee Charter adopted by the Board of Directors, a copy of which is
available on the Company's web site at www.goldbanc.com. As set forth in the
Audit Committee Charter, the Audit Committee is appointed by the Board of
Directors to perform specific duties and responsibilities, including the
following:
o overseeing and reviewing the integrity of the Company's financial
statements, financial reports and other financial information provided
by the Company to any governmental body or the public;
o overseeing and reviewing the integrity and adequacy of the Company's
auditing, accounting and financial reporting processes and systems of
internal controls for financial reporting and disclosure controls and
procedures, regarding finance, accounting and reporting that
management and the Board of Directors have established;
o overseeing, handling and reviewing reports and complaints regarding
the financial reporting, auditing, accounting and internal controls of
the Company;
o overseeing and reviewing any significant findings by bank regulatory
agencies, together with management's responses, and monitoring
corrective actions to such findings;
o overseeing and reviewing the Company's compliance with legal and
regulatory requirements, including internal controls designed for that
purpose;
o reviewing areas of potential significant financial risk to the Company
and discussing guidelines and the process by which risk assessment and
management is undertaken; and
o overseeing and reviewing the independence, qualifications and
performance of the Company's independent auditor.
Compensation Committee. D. Patrick Curran, Donald C. McNeill and Allen D.
Petersen are members of the Company's Compensation Committee. Mr. Curran is the
Chairman of the Compensation Committee. The Compensation Committee operates
pursuant to its Charter, a copy of which is available on the Company's web site
at www.goldbanc.com. The Compensation Committee is appointed by the Board of
Directors to perform specified duties and responsibilities, including the
following:
o reviewing, approving and overseeing the procedures and substance of
the Company's compensation policy;
o evaluating and setting the compensation of the Company's Chief
Executive Officer ("CEO"):
o in determining the long-term incentive component of CEO compensation,
considering all relevant factors, including the Company's performance
and relative stockholder return, the value of similar incentive awards
to CEO's at comparable companies, and the awards given to the CEO in
past years;
10
o reviewing and recommending to the Board, or determine, the annual
salary, bonus, stock options, and other benefits, direct and indirect,
of the other senior executives, including development of an
appropriate balance between short-term pay and long-term incentives
while focusing on long-term stockholder interests;
o planning for executive development and succession;
o making recommendations to the Board with respect to
incentive-compensation plans and equity-based plans; and
o recommending an appropriate method by which stockholder concerns about
compensation may be communicated by stockholders to the Compensation
Committee and, as the Compensation Committee deems appropriate, to
respond to such stockholder concerns.
Nominating and Corporate Governance Committee. Robert J. Gourley, William R.
Hagman and William Randon are members of the Company's Nominating and Corporate
Governance Committee. Mr. Gourley is the Chairman of the Nominating and
Corporate Governance Committee. The Board of Directors has determined that all
members of the Nominating and Corporate Governance Committee are "independent"
as defined by applicable listing standards of Nasdaq Stock Market, Inc. The
Nominating and Corporate Governance Committee operates pursuant to its Charter,
a copy of which is available on the Company's web site at www.goldbanc.com. The
Nominating and Corporate Governance Committee is appointed by the Board of
Directors to perform specific duties and responsibilities, including the
following:
o evaluating, in consultation with the Chairman of the Board and Chief
Executive Officer, the current composition, size, role and functions
of the Board and its committees to oversee successfully the business
and affairs of the Company in a manner consistent with the Company's
Corporate Governance Guidelines, and making recommendations to the
Board for approval;
o making recommendations to the Board concerning the appointment of
directors to Board committees and the selection of Board committee
chairs consistent with the Company's Corporate Governance Guidelines;
and
o evaluating and review the Company's Corporate Governance Guidelines.
As set forth in the Company's Corporate Governance Guidelines, members
of the Board of Directors shall be persons who have the highest personal and
professional integrity and who have demonstrated the kind of ability and
judgment to work effectively with other members of the Board to serve the
long-term interests of the stockholders. Members should act in a thorough and
inquisitive manner, be objective and have practical wisdom and mature judgment.
The Committee works with the Board of Directors as a whole on an annual basis to
determine the appropriate characteristics, skills and experience for the Board
of Directors as a whole and its individual members. In evaluating the
suitability of nominees for election to the Board of Directors, the Committee
takes into account many factors, including the following: a general
understanding of management, marketing, accounting, finance and other elements
relevant to the Company's success in today's business environment; an
understanding of the principal operational, financial and other plans,
strategies and objectives of the Company; the results of operations and the
financial condition of the Company for recent periods; and educational and
professional background. However, this list is not an exhaustive list of all the
qualifications used by the Committee in determining the fitness or eligibility
of potential director candidates. Appropriate flexibility is needed to evaluate
all relevant facts and circumstances in context of the needs of the Board of
Directors and the Company at a particular point in time. Accordingly, the
Committee reserves the right to consider those factors as it deems relevant and
appropriate, including the current composition of the Board of Directors and its
committees and the need for Audit Committee expertise.
In determining whether to recommend a director for re-election, the
Committee also considers the director's past attendance at meetings and
participation in and contributions to the activities of the Board.
The Committee does not have a formal policy of considering stockholder
nominations for inclusion in the Company's proxy statement sent to stockholders
in connection with the election of directors. However, the Committee will
consider nominations from stockholders at the annual meeting of stockholders if
the following requirements as set forth in the Company's Amended and Restated
Bylaws are met. First, the stockholder making the nominee must be a stockholder
of record on the record date for such meeting, must continue to be a stockholder
of record at the time of such meeting, and must be entitled to vote thereat.
Second, the stockholder must deliver or cause to be delivered a written notice
to the Company's Corporate Secretary. The Secretary of the Company must receive
such written notice no later than 120 days prior to the day corresponding to the
date on which the Company released the proxy statement for the previous year.
However, if the date of the annual meeting is changed by more than 30 days from
the date of the previous year's annual meeting, the written notice must be
received by the Company's Corporate Secretary at a reasonable time prior to the
time at which notice of such meeting is delivered to stockholders.
11
The notice shall specify: (a) the name and address of the stockholder
as they appear on the books of the Company; (b) the class and number of shares
of the Company's stock that are beneficially owned by the stockholder; (c) for
each nomination sought to be made, a description of the qualifications and
business or professional experience of each proposed nominee together with the
reasons for each nomination; and (d) a statement signed by each nominee
indicating his or her willingness to serve if elected, and disclosing the
information about him or her that is required by the Securities and Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder to be disclosed in the proxy materials for such meeting.
The Committee also has the authority under its Charter to retain a
search firm to assist it in finding appropriate nominees for election to the
Board of Directors.
During the 2003 fiscal year, the Board of Directors met 11 times. The
Audit Committee met 5 times in 2003. The Compensation Committee met 6 times in
2003. The Nominating and Corporate Governance Committee met 5 times in person in
2003. During 2003, each of the directors attended at least seventy-five percent
of the aggregate number of meetings of the Board of Directors and the committees
on which they serve. The Company also encourages all directors to attend the
annual meeting of stockholders. The Board of Directors typically meets
immediately after the annual meeting of stockholders which facilitates their
ability to attend the annual meeting of stockholders. Eight directors personally
attended the 2003 annual meeting of stockholders.
Audit Committee Report
The role of the Audit Committee is to assist the Board of Directors in
its oversight of the Company's financial reporting process. As set forth in the
Audit Committee's Charter, management of the Company is responsible for the
preparation, presentation and integrity of the Company's financial statements,
the Company's accounting and financial reporting principles and internal
controls and procedures designed to assure compliance with accounting standards
and applicable laws and regulations. The independent auditors are responsible
for auditing the Company's financial statements and expressing an opinion as to
their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors. The Audit Committee has also discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standard No. 61, Communication with Audit Committees, as currently in
effect. Finally, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by Independence Standards
Board No. 1, Independence Discussions with Audit Committees, as currently in
effect. The Audit Committee has considered whether audit-related and non-audit
services provided by the independent auditors to the Company are compatible with
maintaining the auditors' independence and has discussed with the auditors their
independence.
The members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting. Members of the Audit Committee rely
without independent verification on the information provided to them and on the
representations made by management and the independent accountants. Accordingly,
the Audit Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit Committee's considerations and discussions referred to
above do not assure that the audit of the Company's financial statements have
been carried out in accordance with generally accepted auditing standards, that
the financial statements are presented in accordance with generally accepted
accounting principles, or that the Company's auditors are in fact "independent".
12
Based on the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Charter, the Audit Committee recommended
to the Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003 filed with the
Securities and Exchange Commission.
The Board of Directors, upon recommendation of its Audit Committee, has
determined to continue the services of KPMG LLP for the current fiscal year
ending December 31, 2004. Such services will include the audit of the financial
statements of the Company for the fiscal year ending on such date and other
appropriate accounting services. A member of KPMG LLP will attend the annual
meeting and will have the opportunity to make a statement if desired. Such
member will also be available to respond to appropriate questions from the
stockholders.
Audit and Non-Audit Fees
The following table presents fees for professional audit services
rendered by KPMG LLP for the audit of the Company's annual financial statements
for 2003, and fees billed for other services rendered by KPMG LLP. The Audit
Committee pre-approves all of the services to be provided by KPMG and thus does
not have a formal pre-approval policy for any non-audit services to be provided
by the Company's independent auditor.
2003 2002
---- ----
Audit fees, excluding audit related (1).................................................... $345,000 $846,000
All other fees:
Audit related fees (2).................................................................. 117,000 56,000
Tax (3)................................................................................. 267,000 330,000
Other(4)................................................................................ 96,000 --
-----------
(1) Audit fees consisted principally of the audits of the Company's 2003
and 2002 consolidated financial statements and review of the Company's
2003 and 2002 quarterly filings, and review of the follow-on
registration statement filed in 2002 and issuance of a comfort letter
related to such registration statement.
(2) Audit related fees consisted of audits of the Company's employee
benefit plans as well as accounting consultation services.
(3) Tax fees consists of fees related to the preparation and review of the
Company's federal and state income tax returns and tax consulting
services.
(4) Fees associated with risk assessment of information technology of the
Company's subsidiary banks.
There were no professional services rendered by KPMG LLP during 2003
for the design or implementation of information technology services relating to
Company's financial systems.
Audit Committee Members
Daniel P. Connealy, Chairman
Robert J. Gourley
J. Gary Russ
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2003, there were no
interlocking relationships between any executive officers of the Company and any
entity whose directors or executive officers serve on the Board's Compensation
Committee, nor did any current or past officers of the Company serve on the
Compensation Committee.
CERTAIN RELATED TRANSACTIONS
Loans to Executive Officers, Directors and Principal Stockholders
Certain of the officers, directors and principal stockholders of the
Company and its subsidiary banks, and members of their immediate families and
businesses in which these individuals hold controlling interests, are customers
of the Company's banks and it is anticipated such parties will continue to be
customers of the banks in the future. Credit transactions with these parties are
subject to review by each bank's Board of Directors.
13
Except as discussed below, all outstanding loans and extensions of
credit by the banks to these parties were made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and, in the opinion of management, did not and do not involve
more than the normal risk of collectibility or present other features
unfavorable to the banks. None of the loans to the directors and executive
officers of the Company have been classified by regulatory authorities. The
aggregate balance of loans and advances under existing lines of credit to these
parties was $49.1 million and $54.7 million at December 31, 2003 and 2002,
respectively.
COMMON STOCK PERFORMANCE
The graph set forth below is based upon information provided by SNL
Securities L.C. and compares the yearly percentage change in cumulative
stockholder return of the Company's Common Stock since December 31, 1998 against
the cumulative return of the NASDAQ Stock (U.S.), the SNL $1 Billion--$5 Billion
Bank Asset-Size Index and the SNL All Bank and Thrift Index covering the same
time period. The graph is based on $100 invested on December 31, 1998 in the
Company's Common Stock, the NASDAQ Stock (U.S.), the SNL $1 Billion--$5 Billion
Bank Asset-Size Index and the SNL All Bank and Thrift Index, each assuming
dividend reinvestment. The historical stock price performance shown on this
graph is not necessarily indicative of future performance.
Gold Banc Corporation, Inc.
[Graphic Omitted]
Period Ending
----------------------------------------------------------------------------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
----------------------------------------------------------------------------------------------------------------------
Gold Banc Corporation, Inc. $100.00 58.91 31.10 47.70 67.14 96.25
NASDAQ - Total US* 100.00 185.95 113.19 89.65 61.67 92.90
SNL All Bank & Thrift Index 100.00 95.67 115.57 117.28 110.70 149.40
SNL $1B-$5B Bank Index 100.00 91.91 104.29 126.72 146.28 198.92
*Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2003.
Used with permission. All rights reserved.
crsp.com. (434) 977-1600
SNL Financial LC
(C)2003
14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission and the Nasdaq Stock Market reports of
ownership of the Company's securities and changes in reported ownership.
Executive officers and directors and greater than ten percent stockholders are
required by Securities and Exchange Commission rules to furnish the Company with
copies of all Section 16(a) reports they file.
Based solely on a review of the copies of such forms furnished to the
Company, the Company believes that during the fiscal year ended December 31,
2003 all Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten percent beneficial owners were complied with in a
timely manner, except as follows: one Form 4 covering one transaction for Mr.
Aslin, one Form 4 covering one transaction for Mr. Curran, one Form 4 covering
one transaction for Mr. Hagman, one Form 4 covering one transaction for Mr.
Lister, one Form 4 covering one transaction for Mr. O'Neill, two Form 4s
covering two transactions for Mr. Petersen, one Form 4 covering one transaction
for Mr. Prentice, one Form 4 covering one transaction for Mr. Randon, one Form 4
covering one transaction for Mr. Russ, one Form 4 for one transaction for Mr.
Tremblay and two Form 4s covering two transactions for Mr. Zemel.
OTHER BUSINESS
As of the date of this proxy statement, management knows of no other
matters to be presented at the Annual Meeting. However, if any other matters
shall properly come before the meeting, it is the intention of the persons named
in the enclosed proxy to vote in accordance with their best judgment.
PROPOSALS AND COMMUNICATIONS BY SECURITY HOLDERS
No stockholder proposals were received by the Company for the 2004
Annual Meeting of Stockholders.
A stockholder proposal may be considered at the Company's 2005 Annual
Meeting of Stockholders only if it meets the following requirements set forth in
the Company's Amended and Restated Bylaws. First, the stockholder making the
proposal must be a stockholder of record on the record date for such meeting,
must continue to be a stockholder of record at the time of such meeting, and
must be entitled to vote thereat. Second, the stockholder must deliver or cause
to be delivered a written notice to the Company's Corporate Secretary. The
Secretary of the Company must receive such written notice of proposals no later
than 120 days prior to the day corresponding to the date on which the Company
released this proxy statement (that is, no later than November 15, 2004).
However, if the date of the 2005 annual meeting is changed by more than 30 days
from the date of the 2004 annual meeting, this written notice must be received
by the Company's Corporate Secretary at a reasonable time prior to the time at
which notice of such meeting is delivered to stockholders.
The notice shall specify: (a) the name and address of the stockholder
as they appear on the books of the Company; (b) the class and number of shares
of the Company's stock that are beneficially owned by the stockholder; (c) any
material interest of the stockholder in the proposed business described in the
notice; (d) the nature of the business, the reasons why it is sought to be
raised and submitted for a vote of the stockholders and if and why it is deemed
by the stockholder to be beneficial to the Company; and (e) if so requested by
the Company, all other information that would be required to be filed with the
Securities and Exchange Commission (the "SEC") if, with respect to the business
proposed to be brought before the meeting, the person proposing such business
was a participant in a solicitation subject to Section 14 of the Exchange Act.
15
Notwithstanding satisfaction of the above, the proposed business
described in the notice may be deemed not properly before the meeting if,
pursuant to state law or any rule or regulation of the SEC, it was offered as a
stockholder proposal and was omitted, or had it been so offered, it would have
been omitted, from the notice of, and proxy materials for the meeting (and any
supplement thereto) authorized by the board of directors.
In the event such notice is timely given and the business described
therein not disqualified, such business may be presented by, and only by, the
stockholder who shall have given the notice required or a representative of such
stockholder who is qualified under the law of the State of Kansas to present the
proposal on the stockholder's behalf at the meeting.
The Company does not have a formal policy concerning stockholders
communicating with the Board of Directors or individual directors. However,
stockholders may send communications to the Board of Directors at the Company's
business address at Gold Banc Corporation, Inc., 11301 Nall Avenue, Leawood,
Kansas 66211, Attention: Board of Directors.
This proxy statement is accompanied by the Company's 2003 Annual
Report, which includes the Company's 2003 annual report on Form 10-K.
BY ORDER OF THE BOARD OF DIRECTORS
RICK TREMBLAY
Corporate Secretary
16
Please detach and mail in the envelope provided
The Board of Directors recommends a vote FOR the Election of Directors
Please sign, date and return promptly in the enclosed envelope. Please mark
your vote in blue or black ink as shown here [X]
1. ELECTION OF DIRECTORS.
NOMINEES:
[ ] FOR ALL NOMINEES
( ) Allen D. Petersen
[ ] WITHHOLD AUTHORITY
FOR ALL NOMINEES ( ) J. Gary Russ
[ ] FOR ALL EXCEPT ( ) Donald C. McNeill
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: o
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To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.[ ]
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2. In its discretion, the Proxy is authorized to vote upon such other business
as may properly come before meeting or any adjournments or postponements,
and all the matters incident to the conduct thereof.
This instruction card, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made,
this instruction card will be voted FOR each of the nominees for director
listed or their substitute in the event that any of them become unavailable
for election
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
PREPAID ENVELOPE.
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Signature of Stockholder__________________________ Date:____________________
Signature of Stockholder__________________________ Date:____________________
Note:This instrument must be signed exactly as the name appears hereon. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
GOLD BANC CORPORATION, INC.
THIS INSTRUCTION CARD IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gold Trust as a Proxy, with the power to appoint
their substitutes, and hereby authorizes Gold Trust to represent and to vote, as
designated on the reverse side, all the shares of Common Stock of Gold Banc
Corporation, Inc. the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on April 21, 2004, or any adjournment or postponements
thereof. This instruction card revokes all prior proxies given by the
undersigned.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION CARD PROMPTLY USING THE
ENCLOSED PREPAID ENVELOPE.
(Continued and to be signed on the reverse side)