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 Under Rule 14a-12
|
RIVERVIEW BANCORP, INC.
|
|
(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:
|
N/A
|
|
(2)
|
Aggregate number of securities to which transactions applies:
|
N/A
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
|
N/A
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
N/A
|
|
(5)
|
Total fee paid:
|
N/A
|
|
[ ] |
Fee paid previously with preliminary materials:
|
N/A
|
|
[ ]
|
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:
|
N/A
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
N/A
|
|
(3)
|
Filing Party:
|
N/A
|
|
(4)
|
Date Filed:
|
N/A
|
|
Sincerely, |
|
|
|
/s/ Patrick Sheaffer
|
|
Patrick Sheaffer
|
|
Chairman
|
Proposal 1: |
Election of three directors to each serve for a three-year term.
|
Proposal 2: |
Advisory (non-binding) vote to approve the compensation paid to our named
executive officers, as disclosed in this Proxy Statement.
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
|
/s/ TERESA L. BAKER
|
|
TERESA L. BAKER
|
|
CORPORATE SECRETARY
|
Date: | Wednesday, July 24, 2019 |
Time: |
10:00 a.m., local time
|
Place: |
Riverview Center, located at 17205 S.E. Mill Plain Boulevard, Vancouver,
Washington 98683
|
Proposal 1: |
Election of three directors to each serve for a three-year term.
|
Proposal 2: |
Advisory (non-binding) vote to approve the compensation paid to our named
executive officers, as disclosed in this Proxy Statement.
|
•
|
submitting a new proxy with a later date;
|
•
|
notifying the Corporate Secretary of Riverview in writing before the annual meeting that you have revoked your
proxy; or
|
•
|
voting in person at the annual meeting.
|
•
|
those persons or entities (or groups of affiliated persons or entities) known by management to beneficially
own more than five percent of Riverview’s common stock other than directors and executive officers;
|
•
|
each director and director nominee of Riverview;
|
•
|
each executive officer of Riverview or Riverview Community Bank named in the Summary Compensation Table
appearing under “Executive Compensation” below (known as “named executive officers”); and
|
•
|
all current directors and executive officers of Riverview and Riverview Community Bank as a group.
|
Number of Shares
|
Percent of Shares
|
|||
Name
|
Beneficially Owned (1)
|
Outstanding (%)
|
||
Beneficial Owners of More Than 5%
(Other than Directors and Executive Officers)
|
||||
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
2,554,519 (2)
|
11.3
|
||
Dimensional Fund Advisors LP
Building One, 6300 Bee Cave Road
Austin, TX 78746
|
1,692,210 (3)
|
7.5
|
||
FJ Capital Management LLC
1313 Dolley Madison Boulevard
McLean, VA 22101
|
1,498,021 (4)
|
6.6
|
||
DePrince, Race & Zollo, Inc.
250 Park Avenue South, Suite 250
Winter Park, FL 32789
|
1,236,102 (5)
|
5.5
|
||
Number of Shares
|
Percent of Shares
|
|||
Name
|
Beneficially Owned (1)
|
Outstanding (%)
|
||
Directors
|
||||
Patrick Sheaffer
|
709,521 (6)
|
3.1
|
||
Jerry C. Olson
|
26,476 (7)
|
*
|
||
Gerald L. Nies
|
152,522 (8)
|
*
|
||
Bess R. Wills
|
36,000 (9)
|
*
|
||
Bradley J. Carlson
|
10,400 (7)
|
*
|
||
David Nierenberg
|
80,879 (10)
|
*
|
||
John A. Karas
|
80,565 (11)
|
*
|
||
Patricia W. Eby
|
16,000
|
*
|
||
Named Executive Officers
|
||||
Kevin J. Lycklama**
|
149,169
|
*
|
||
Christopher P. Cline
|
956
|
*
|
||
David Lam
|
12,938
|
*
|
||
Kim J. Capeloto
|
124,932 (12)
|
*
|
||
Daniel D. Cox
|
9,583
|
*
|
||
All Executive Officers and Directors as a Group (14 persons)
|
1,416,393
|
6.2
|
*
|
Less than one percent of shares outstanding.
|
**
|
Mr. Lycklama is also a director of Riverview.
|
(1)
|
The amounts shown include the following shares of common stock which the named individuals have the right to
acquire within 60 days of the voting record date through the exercise of stock options granted pursuant to our stock option plans: Messrs. Karas, Sheaffer and Lycklama, 18,000 shares each; Mr. Lam, 3,511 shares; Mr. Capeloto, 11,000 shares;
Mr. Cox, 1,511 shares; and all Riverview executive officers and directors as a group, 74,533 shares.
|
(2)
|
Based solely on a Schedule 13G filed with the SEC on January 31, 2019, reporting sole voting power over
2,387,179 shares and sole dispositive power over 2,554,519 shares.
|
(3)
|
Based solely on a Schedule 13G/A filed with the SEC on February 8, 2019, reporting sole voting over 1,608,701
shares and sole dispositive power over 1,692,210 shares.
|
(4)
|
Based solely on a Schedule 13G/A filed with the SEC on February 14, 2019, reporting that FJ Capital Management
LLC and Martin Friedman have shared voting and dispositive power over 1,498,021 shares, Financial Opportunity Fund LLC has shared voting and dispositive power over 1,332,324 shares and Financial Opportunity Short/Long Fund LLC has shared
voting and dispositive power over 36,727 shares.
|
(5)
|
Based solely on a Schedule 13G/A filed with the SEC on January 25, 2019, reporting sole voting and dispositive
power over the shares.
|
(6)
|
Includes 13,910 shares held jointly by his wife and daughter and 338,748 shares held in trusts directed by Mr.
Sheaffer.
|
(7)
|
Held jointly with his wife.
|
(8)
|
Held in trust jointly with his wife.
|
(9)
|
Held jointly with her husband.
|
(10)
|
Includes 13,000 shares held solely by his wife.
|
(11)
|
Includes 34,000 held jointly with his wife.
|
(12)
|
Includes 4,275 shares held solely by his wife and 1,021 shares held jointly with his wife.
|
Age as of
|
Year First Elected or
|
Term to
|
||||
Name
|
March 31, 2019
|
Appointed Director
|
Expire
|
|||
BOARD NOMINEES
|
||||||
Patricia W. Eby
|
67
|
2019
|
2022 (1)
|
|||
David Nierenberg
|
65
|
2016
|
2022 (1)
|
|||
Gerald L. Nies
|
70
|
2009
|
2022 (1)
|
|||
DIRECTORS CONTINUING IN OFFICE
|
||||||
Patrick Sheaffer
|
79
|
1979 (2)
|
2020
|
|||
Bess R. Wills
|
65
|
2010
|
2020
|
|||
Bradley J. Carlson
|
66
|
2014
|
2020
|
|||
John A. Karas
|
70
|
2017
|
2021
|
|||
Kevin J. Lycklama
|
41
|
2018
|
2021
|
|||
Jerry C. Olson
|
77
|
2007
|
2021
|
(1)
|
Assuming election or reelection.
|
(2)
|
Includes service on the Board of Directors of Riverview Community Bank.
|
Carlson
|
Eby
|
Karas
|
Lycklama
|
Nierenberg
|
Nies
|
Olson
|
Sheaffer
|
Wills
|
|
Experience, Qualification, Skill or Attribute
|
|||||||||
Professional standing in chosen field
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Expertise in financial services or related industry
|
X
|
X
|
X
|
X
|
X
|
X
|
|||
Audit Committee Financial Expert (actual or potential)
|
X
|
X
|
|||||||
Civic and community involvement
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Other public company experience
|
X
|
X
|
X
|
||||||
Leadership and team building skills
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Diversity by race, gender or culture
|
X
|
X
|
|||||||
Specific skills/knowledge
|
|||||||||
Finance
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Technology
|
X
|
X
|
|||||||
Marketing
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Public affairs
|
X
|
X
|
X
|
X
|
X
|
||||
Human resources
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Governance
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
•
|
selecting, evaluating, and retaining competent senior management;
|
•
|
establishing, with senior management, Riverview’s long- and short-term business objectives, and adopting
operating policies to achieve these objectives in a legal and sound manner;
|
•
|
monitoring operations to ensure that they are controlled adequately and are in compliance with laws and
policies;
|
•
|
overseeing Riverview’s business performance; and
|
•
|
ensuring that the Bank helps to meet our communities’ credit needs.
|
Name
|
Fees Earned or
Paid in Cash ($)
|
All Other
Compensation ($)
|
Total ($)
|
|||
Patrick Sheaffer
|
33,000
|
139,726 (1)
|
172,726
|
|||
Jerry C. Olson
|
36,600
|
--
|
36,600
|
|||
Gerald L. Nies
|
42,500
|
--
|
42,500
|
|||
Bess R. Wills
|
37,500
|
--
|
37,500
|
|||
Bradley Carlson
|
38,700
|
--
|
38,700
|
|||
David Nierenberg
|
35,400
|
--
|
35,400
|
|||
John A. Karas
|
43,200
|
--
|
43,200
|
|||
Patricia W. Eby (2)
|
--
|
--
|
--
|
___________ |
|
(1)
|
Mr. Sheaffer is a non-executive employee of Riverview; includes salary of $116,689, ESOP contributions of
$3,504, 401(k) contributions of $9,341, life insurance premiums of $1,792 and company car allowance of $8,400.
|
(2)
|
Director Eby was appointed to the Board effective April 24, 2019.
|
•
|
to attract and retain key executives who are vital to our long-term success and are of the highest caliber;
|
•
|
to provide levels of compensation competitive with those offered throughout the financial industry and
consistent with our level of performance;
|
•
|
to motivate executives to enhance long-term stockholder value by building their equity interest in Riverview;
and
|
•
|
to integrate the compensation program with our annual and long-term strategic planning and performance
measurement processes.
|
Goal Weight
|
Performance Modifier
|
Result
|
||
0.25
|
0.88
|
0.22
|
Goal
|
Weighting
|
Total ($)
|
||
Before tax profit
|
50%
|
Increase pre-tax return on asset ratio to 1.30%
|
||
Efficiency
|
20%
|
Reduce efficiency ratio to 64%
|
||
Financial margin
|
20%
|
Increase net interest margin to 4.00%
|
||
Loan growth
|
10%
|
Increase loans receivable to $876 million
|
Goal
|
Weighting
|
Target
|
||
Before tax profit
|
33%
|
$800,000
|
||
New managed assets
|
33%
|
Increase new managed assets by $42 million
|
||
Oregon Growth
|
33%
|
Increase new relationships by 20
|
Type of Compensation
|
Percentage of Total
Compensation
|
|
Base salary
|
62.0
|
|
Incentive compensation
|
30.8
|
|
Long-term incentive and other compensation
|
7.2
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)(1)
|
All Other
Compensation
($)(2)
|
Total ($)
|
|||||||
Kevin J. Lycklama
|
2019
|
326,143
|
--
|
240,374
|
--
|
60,851
|
627,368
|
|||||||
President and Chief
|
2018
|
266,375
|
--
|
163,791
|
--
|
22,675
|
452,841
|
|||||||
Executive Officer
|
2017
|
214,272
|
--
|
106,912
|
--
|
20,049
|
341,233
|
|||||||
Christopher P. Cline
|
2019
|
281,210
|
57,856
|
144
|
18,706
|
357,916
|
||||||||
President and Chief Executive
|
2018
|
279,685
|
--
|
71,910
|
9
|
18,983
|
370,587
|
|||||||
Officer of Riverview Trust
|
2017
|
276,168
|
50,000 (3)
|
--
|
--
|
17,573
|
343,741
|
|||||||
Company
|
||||||||||||||
David Lam (4)
|
2019
|
181,480
|
--
|
99,394
|
--
|
20,242
|
301,116
|
|||||||
Executive Vice President and
|
2018
|
171,515
|
--
|
73,236
|
12
|
14,895
|
259,658
|
|||||||
Chief Financial Officer
|
||||||||||||||
Kim J. Capeloto
|
2019
|
257,331
|
--
|
110,368
|
1
|
22,766
|
390,466
|
|||||||
Executive Vice President and
|
2018
|
240,663
|
--
|
149,032
|
--
|
23,879
|
413,574
|
|||||||
Chief Banking Officer
|
2017
|
201,000
|
--
|
101,525
|
--
|
21,714
|
324,239
|
|||||||
Daniel D. Cox (4)
|
2019
|
199,720
|
--
|
109,601
|
--
|
21,166
|
330,487
|
|||||||
Executive Vice President and
|
2018
|
178,146
|
--
|
89,122
|
--
|
21,088
|
288,356
|
|||||||
Chief Credit Officer
|
(1)
|
Consists of above-market earnings on balances in the nonqualified deferred compensation plan; calculated based
on the earnings adjustment in excess of 120 percent of the applicable federal long-term rate in effect on January 1st of each year.
|
(2)
|
Please see the table below for more information on the other compensation paid to our named executive officers in
the year ended March 31, 2019.
|
(3)
|
Represents a hiring bonus.
|
(4)
|
Not a named executive officer in 2017.
|
Name
|
ESOP
Contribution
($)
|
401(k) Plan
Contribution
($)
|
Life
Insurance
Premium ($)
|
Company Car
Allowance ($)
|
Board Fees
($)
|
Total ($)
|
||||||
Kevin J. Lycklama
|
3,504
|
10,907
|
540
|
8,400
|
37,500
|
60,851
|
||||||
Christopher P. Cline
|
3,504
|
6,880
|
2,322
|
6,000
|
--
|
18,706
|
||||||
David Lam
|
3,252
|
10,450
|
540
|
6,000
|
--
|
20,242
|
||||||
Kim J. Capeloto
|
3,504
|
10,940
|
2,322
|
6,000
|
--
|
22,766
|
||||||
Daniel D. Cox
|
3,504
|
11,122
|
540
|
6,000
|
--
|
21,166
|
Name
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1)
|
|||||
Threshold ($)
|
Target ($)
|
Maximum ($)
|
||||
Kevin J. Lycklama
|
--
|
131,333
|
262,666
|
|||
Christopher P. Cline
|
--
|
84,330
|
168,660
|
|||
David Lam
|
--
|
54,306
|
108,612
|
|||
Kim J. Capeloto
|
--
|
77,166
|
154,332
|
|||
Daniel D. Cox
|
--
|
59,883
|
119,766
|
____________ |
|
(1) Amounts represent the possible payouts under our annual incentive plan. |
Name
|
Grant Date
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
|||||
Kevin J. Lycklama
|
09/22/09
|
12,000
|
--
|
3.84
|
09/22/19
|
|||||
07/16/13
|
6,000
|
--
|
2.78
|
07/16/23
|
||||||
Christopher P. Cline
|
03/17/16
|
1,500 (1)
|
1,000
|
75.00
|
03/17/21
|
|||||
David Lam
|
09/22/09
|
2,000
|
--
|
3.84
|
09/22/19
|
|||||
07/16/13
|
1,511
|
--
|
2.78
|
07/16/23
|
||||||
Kim J. Capeloto
|
09/22/10
|
5,000
|
--
|
1.97
|
09/22/20
|
|||||
07/16/13
|
6,000
|
--
|
2.78
|
07/16/23
|
||||||
Daniel D. Cox
|
07/16/13
|
1,511
|
--
|
2.78
|
07/16/23
|
(1)
|
Consists of a non-statutory option to purchase shares of common stock of Riverview’s subsidiary, Riverview
Trust Company, which vests pro rata over the five-year period from the grant date, with the first 20% vesting one year after the grant date.
|
Name
|
Executive
Contributions in
Last FY ($)
|
Registrant
Contributions in
Last FY ($)
|
Aggregate
Earnings in
Last FY ($)(1)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at FYE
($)(2)
|
|||||
Kevin J. Lycklama
|
--
|
--
|
--
|
--
|
--
|
|||||
Christopher P. Cline
|
24,000
|
--
|
791
|
--
|
30,831
|
|||||
David Lam
|
--
|
--
|
--
|
--
|
--
|
|||||
Kim J. Capeloto
|
1,500
|
--
|
11
|
--
|
1,511
|
|||||
Daniel D. Cox
|
--
|
--
|
--
|
--
|
--
|
(1) |
The following amounts, constituting
above-market earnings, were reported as compensation in 2019 in the Summary Compensation Table: for Mr. Cline, $144; and for Mr. Capeloto, $1.
|
(2) |
Of these amounts, the following
amounts were reported as compensation to the officers in previous years in the Summary Compensation Table: for Mr. Cline, $9; and for Mr. Lam, $12.
|
Disability ($)
|
Termination
Without Cause
by Employer
or Termination
for Good
Reason by
Employee ($)
|
Qualifying
Termination
Following
Change in
Control ($)
|
Normal
Retirement ($)
|
Death ($)
|
||||||
Kevin J. Lycklama
|
||||||||||
Employment Agreement
|
122,098
|
349,895
|
--
|
--
|
--
|
|||||
Change in Control Agreement
|
--
|
--
|
1,865,786
|
--
|
--
|
|||||
Christopher P. Cline
|
||||||||||
Employment Agreement
|
48,270
|
436,492
|
--
|
--
|
--
|
|||||
Change in Control Agreement
|
--
|
--
|
873,086
|
--
|
--
|
|||||
Deferred Compensation Plan
|
30,831
|
30,831
|
30,831
|
30,831
|
30,831
|
|||||
David Lam
|
||||||||||
Employment Agreement
|
71,498
|
198,097
|
--
|
--
|
--
|
|||||
Change in Control Agreement
|
--
|
--
|
777,088
|
--
|
--
|
|||||
Kim J. Capeloto
|
||||||||||
Employment Agreement
|
94,505
|
267,116
|
--
|
--
|
--
|
|||||
Change in Control Agreement
|
--
|
--
|
1,072,706
|
--
|
--
|
|||||
Deferred Compensation Plan
|
1,511
|
1,511
|
1,511
|
1,511
|
1,511
|
|||||
Daniel D. Cox
|
||||||||||
Employment Agreement
|
77,202
|
215,208
|
--
|
--
|
--
|
|||||
Change in Control Agreement
|
--
|
--
|
845,645
|
--
|
--
|
• Mr. Lycklama, Chief Executive Officer, annual total compensation: | $627,368 |
• Median employee annual total compensation: | $ 52,363 |
• Ratio of Chief Executive Officer to median employee compensation: | 12:1 |
•
|
The Audit Committee has reviewed and discussed the 2019 audited financial statements with management;
|
•
|
The Audit Committee has discussed with the independent registered public accounting firm, Delap LLP, the
matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended, as adopted by the
Public Company Accounting Oversight Board;
|
•
|
The Audit Committee has received written disclosures and the letter from the independent registered public
accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and
has discussed with the independent registered public accounting firm the firm’s independence; and
|
•
|
The Audit Committee has, based on its review and discussions with management of the 2019 audited financial
statements and discussions with the independent registered public accounting firm, recommended to the Board of Directors that Riverview’s audited financial statements for the year ended March 31, 2019 be included in its Annual Report on
Form 10-K.
|
|
Audit Committee: |
|
|
|
Jerry C. Olson, Chairman |
|
Bess R. Wills |
|
Gerald L. Nies |
Year Ended
March 31,
|
|||
2019
|
2018
|
||
Audit Fees
|
$275,000
|
$270,000
|
|
Audit-Related Fees
|
4,830
|
3,000
|
|
Tax Fees
|
--
|
--
|
|
All Other Fees
|
--
|
--
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
|
/s/ TERESA L. BAKER
|
|
TERESA L. BAKER
|
|
CORPORATE SECRETARY
|
RIVERVIEW BANCORP, INC.
900 WASHINGTON STREET
SUITE 900
VANCOUVER, WASHINGTON 98660-3409
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern
Time on July 23, 2019. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by Riverview Bancorp, Inc. in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports, electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted,
indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
For Withhold For All To withhold authority to vote for any individual
All All Except nominee(s), mark "For All Except" and write the
The Board of Directors recommends you
vote number(s) of the nominee(s) on the line below
FOR the following
[ ] [ ] [ ]
1. Election of
Directors ___________________________________
Nominees:
01) Patricia W. Eby
02) David Nierenberg
03) Gerald L. Nies
The Board of Directors recommends you vote FOR the following proposal:
For Against Abstain
2. Advisory (non-binding) approval of the compensation of our
named executive officers. [ ] [ ] [ ]
NOTE: Such other business as may properly
come before the meeting or any adjournment thereof.
For address changes and/or comments, please check this box [ ]
and write them on the back where indicated
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title, as such. Joint owners should each
sign personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name by authorized officer.
|
|||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
REVOCABLE PROXY – RIVERVIEW BANCORP, INC.
Annual Meeting of Stockholders
July 24, 2019 10:00 A.M.
This proxy is solicited by the Board of Directors
The undersigned hereby appoints the official Proxy Committee of the Board of Directors of Riverview Bancorp, Inc.
("Riverview") with full power of substitution, to vote as designated on the reverse side and in their discretion, upon such other business as may properly come before the meeting, all shares of common stock of Riverview held of record
by the undersigned on May 28, 2019, at the Annual Meeting of Stockholders to be held on July 24, 2019, or any adjournment or postponements thereof.
If you are a participant in either the Riverview Bancorp, Inc. Employee Stock Ownership Plan or the Riverview Bancorp,
Inc. Employees' Savings and Profit Sharing Plan, this proxy constitutes your direction to the trustees of such plans to vote as directed on the reverse side the proportionate interest in the shares of common stock held in the plan. In
order for the trustees to receive your direction in time to vote, your proxy must be received by July 15, 2019. If your proxy is not received by July 15, 2019, the share equivalents credited to your account will be voted by the trustee
in the same proportion that it votes share equivalents for which it receives timely instructions from all plan participants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF
DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND MATTERS INCIDENT TO THE CONDUCT OF THE 2019 ANNUAL MEETING.
Address Changes/Comments:
________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side)
Continued and to be signed on reverse side
|
RIVERVIEW BANCORP, INC
|
Meeting
Information
Meeting
Type: Annual Meeting
For
holders as of: May 28, 2019
Date:
July 24, 2019 Time: 10:00 A.M.
Locations:
Riverview Center
17205 S. E. Mill Plain Blvd
Vancouver, Washington 98683
|
You are receiving this communication because you hold shares in the company named above.
|
|
RIVERVIEW BANCORP, INC.
900 WASHINGTON STREET
SUITE 900
VANCOUVER, WASHINGTON 98660-3409
|
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only
an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
|
We encourage you to access and review all of the important information contained in the proxy materials
before voting.
|
|
See the reverse side of this notice to obtain proxy materials and voting instructions.
|
Proxy Materials Available to VIEW or RECEIVE:
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow — XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge
for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow —XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or before July 10, 2019 to facilitate timely delivery.
|
Vote in
Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By
Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX
XXXX XXXX (located on the following page) available and follow the instructions.
Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
|
Voting Items
|
|
|