-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLBe1rwTgsgo81ZIV2isb0uM9j/d+1Ul9Eq6wq3cv/dtDjNb7M+JfwbL/kLTRxAx wuLtYb9d0eonSZTy3+4XUQ== 0000893220-98-000587.txt : 19980327 0000893220-98-000587.hdr.sgml : 19980327 ACCESSION NUMBER: 0000893220-98-000587 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980521 FILED AS OF DATE: 19980326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILMINGTON TRUST CORP CENTRAL INDEX KEY: 0000872821 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 510328154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-25442 FILM NUMBER: 98573688 BUSINESS ADDRESS: STREET 1: RODNEY SQUARE NORTH STREET 2: 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890 BUSINESS PHONE: 3026511000 DEF 14A 1 NOTICE OF ANNUAL MEETING WILMINGTON TRUST CORP. 1 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 [x] Definitive Proxy Statement Commission Only (as permitted by [ ] Definitive Additional Materials Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Wilmington Trust Corporation ------------------------------------------------------------------ (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------------------------------------------------------ (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ------------------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------------------ 2 [WILIMINGTON TRUST LOGO] WILMINGTON TRUST CORPORATION RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890 MARCH 5, 1998 Dear Stockholders: You are cordially invited to attend the Annual Stockholders' Meeting (the "Annual Meeting") of Wilmington Trust Corporation (the "Corporation") to be held on May 21, 1998. Enclosed is a Notice of Annual Stockholders' Meeting, Proxy Statement and Form of Proxy. At the meeting, you will be asked to consider and vote upon, among other things, the upcoming election of six directors to the Corporation's Board of Directors. The Board of Directors recommends that you vote in favor of the election of the directors described herein. Your vote is important regardless of the number of shares of common stock you own. Whether or not you plan to attend the Annual Meeting, please sign, date and return your proxy cards as soon as possible in the postage-paid envelope which is provided. This will not prevent you from voting in person at the Annual Meeting, but will assure that your vote is counted if you are unable to attend. I look forward to seeing you on May 21, 1998. Details concerning the Corporation appear in the accompanying Proxy Statement and Annual Report. Please review this information carefully. Yours truly, /s/ Ted T. Cecala Ted T. Cecala, Chairman of the Board and Chief Executive Officer 3 WILMINGTON TRUST CORPORATION RODNEY SQUARE NORTH 1100 NORTH MARKET STREET WILMINGTON, DELAWARE 19890-0001 NOTICE OF ANNUAL STOCKHOLDERS' MEETING -- MAY 21, 1998 TO THE STOCKHOLDERS OF WILMINGTON TRUST CORPORATION: The 1998 Annual Stockholders' Meeting (the "Annual Meeting") of WILMINGTON TRUST CORPORATION will be held at the Wilmington Trust Plaza, Mezzanine Level, 301 West Eleventh Street, Wilmington, Delaware, on May 21, 1998 at 11:00 a.m. local time, to consider and vote upon the following proposals: 1. To elect six directors for a term of three years, or until their successors are elected and qualified; 2. To ratify the appointment of the Corporation's independent public accountants for the current year; and 3. To transact any other business which may be properly brought before the Annual Meeting and any adjournment or postponement thereof. You are invited to attend the Annual Meeting. Each stockholder, even though now planning to attend the Annual Meeting, is requested to sign, date and return the enclosed proxy card without delay in the enclosed, postage-paid envelope. You may revoke the proxy at any time before its exercise. Any stockholder present at the Annual Meeting may revoke his or her proxy and vote personally on each matter brought before the meeting. Only stockholders of record at the close of business on April 3, 1998 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. The accompanying form of proxy is being solicited by the Corporation's Board of Directors. The Board of Directors does not know of any matter which will be presented for consideration at the Annual Meeting except as indicated above. If other matters are properly presented at the Annual Meeting, the persons named in the accompanying form of proxy or their duly constituted substitutes acting at the Annual Meeting will be deemed authorized to vote or otherwise act thereon in accordance with the judgment of the Board of Directors on those matters. The attached Proxy Statement constitutes a part of this Notice and is incorporated by reference herein. By order of the Board of Directors. /s/ Ted T. Cecala Ted T. Cecala, Chairman of the Board and Chief Executive Officer Wilmington, Delaware March 5, 1998 4 WILMINGTON TRUST CORPORATION PROXY STATEMENT FOR THE ANNUAL STOCKHOLDERS' MEETING ------------------------ WILMINGTON TRUST CORPORATION PROXY STATEMENT This document is the Proxy Statement for the Annual Stockholders' Meeting (the "Annual Meeting") of Wilmington Trust Corporation, a Delaware corporation (the "Corporation"), to be held at the Wilmington Trust Plaza, Mezzanine Level, 301 West Eleventh Street, Wilmington, Delaware on May 21, 1998 at 11:00 a.m. local time, and any adjournment or postponement thereof. This proxy statement is being furnished to the Corporation's stockholders in connection with the solicitation of proxies by the Corporation's Board of Directors (the "Board of Directors") for use at the Annual Meeting. The purposes of the Annual Meeting are to consider and vote upon proposals to: (1) elect six directors of the Corporation for a term of three years, or until their successors are elected and qualified; (2) ratify the appointment of the Corporation's independent public accountants for the current year; and (3) transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. The date of this Proxy Statement is March 5, 1998 and, together with the accompanying proxy card, is first being sent or given to the Corporation's stockholders on or about April 9, 1998. The delivery of this Proxy Statement does not imply that the information set forth or incorporated herein is correct as of any time subsequent to its date. AVAILABLE INFORMATION The Corporation is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance therewith, the Corporation is required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, statements of beneficial ownership of the Corporation's securities by directors and executive officers on Forms 3, 4 and 5, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Copies of these documents can be inspected and copied at the public reference facilities the Commission maintains at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission maintains a Web site which contains reports, proxy and information statements and other information regarding registrants which file electronically with the Commission. The address of that site is (http://www.sec.gov). Copies of those documents can also be obtained at prescribed rates from the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Corporation's common stock is listed and admitted to trading on the National Association of Securities Dealers Automated Quotation System, Inc. ("Nasdaq"), 1735 K Street, N.W., Washington, D.C. 20006. In addition, in accordance with the Commission's rules in connection with annual stockholders' meetings, proxy statements accompanied or preceded by annual reports to stockholders are required to be furnished to the Corporation's stockholders. These reports contain financial information which has been examined and reported upon, with an opinion expressed by, an independent public accounting firm. A copy of the Corporation's Annual Stockholders' Report for the fiscal year ended December 31, 1997 (the "Annual Report") is being sent to all of the Corporation's stockholders with this Proxy Statement. The Annual Report contains consolidated financial statements, prepared in conformity with generally accepted accounting principles, for the years ended December 31, 1997, 1996 and 1995, together with certain other information, and should be read in conjunction with this Proxy Statement. An additional copy of the Annual Report will be furnished promptly upon written or oral request without charge to stockholders and beneficial owners of the Corporation's common stock by requesting a copy of the Annual Report from Thomas P. Collins, Esquire, Vice President and Secretary, Wilmington Trust Corporation, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, (302) 651-1693. ------------------------ i 5 TABLE OF CONTENTS
PAGE ---- AVAILABLE INFORMATION....................................... i SUMMARY..................................................... iii GENERAL INFORMATION......................................... 1 Solicitation of Proxies................................... 1 Voting and Revocation of Proxies.......................... 1 Vote Required............................................. 2 Voting Securities and Principal Holders................... 2 Corporation's Common Stock Held in Certain Trust Capacities............................................. 2 PROPOSAL ONE: ELECTION OF DIRECTORS......................... 3 Corporation's Common Stock Held by Directors, Nominees and Executive Officers..................................... 6 Committees of the Board of Directors...................... 8 Executive Officers Who Are Not Directors.................. 9 Executive Compensation.................................... 11 Summary Compensation Table............................. 11 Option Grant Table..................................... 12 Option Exercises and Year-End Value Table.............. 13 Change in Control Agreements........................... 13 Pension Benefits....................................... 14 Stock Performance Graph................................ 15 Board Compensation Committee Report on Executive Compensation.......................................... 18 Compensation Committee Interlocks and Insider Participation.......................................... 20 Section 16(a) Beneficial Ownership Reporting Compliance... 20 Directors' Compensation................................... 21 PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS........................................ 21 TRANSACTIONS WITH MANAGEMENT................................ 21 AVAILABILITY OF FORM 10-K................................... 22 PROPOSALS OF STOCKHOLDERS................................... 22 OTHER MATTERS............................................... 22
ii 6 SUMMARY THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT, AND IS NOT INTENDED TO BE A COMPLETE DISCUSSION OF THE MATTERS DESCRIBED HEREIN. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION CONTAINED IN THIS PROXY STATEMENT AND THE DOCUMENTS REFERRED TO HEREIN. STOCKHOLDERS ARE URGED TO REVIEW THIS PROXY STATEMENT CAREFULLY IN ITS ENTIRETY. CERTAIN CAPITALIZED TERMS USED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS PROXY STATEMENT. GENERAL This Proxy Statement relates to the Corporation's 1998 Annual Stockholders' Meeting (the "Annual Meeting"). ANNUAL STOCKHOLDERS' MEETING RECORD DATE The Board of Directors has fixed the close of business on April 3, 1998 as the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof (the "Record Date"). As of March 4, 1998, there were 33,525,554 shares of the Corporation's common stock issued and outstanding and entitled to vote. See "General Information -- Voting and Revocation of Proxies." PURPOSES OF THE ANNUAL MEETING; QUORUM; VOTE REQUIRED The purposes of the Annual Meeting are to consider and vote upon proposals to: (1) elect six directors of the Corporation for a term of three years, or until their successors are elected and qualified; (2) ratify the appointment of the Corporation's independent public accountants for the current year; and (3) transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. Stockholders of record on the Record Date are entitled to one vote per share on any matter which may properly come before the Annual Meeting. See "General Information." The presence, in person or by proxy, of the holders of a majority of the shares of the Corporation's common stock issued and outstanding on the Record Date is necessary to constitute a quorum at the Annual Meeting. The affirmative vote of a plurality of the shares of the Corporation's common stock represented at the Annual Meeting in person or by proxy is required for the election of directors. The affirmative vote of a majority of the shares of the Corporation's common stock issued and outstanding and entitled to vote on the Record Date is required for approval of other proposals submitted to the Corporation's stockholders. ADDITIONAL INFORMATION For additional information, telephone Thomas P. Collins, Esquire, Vice President and Secretary, Wilmington Trust Corporation, at (302) 651-1693. iii 7 GENERAL INFORMATION SOLICITATION OF PROXIES This Proxy Statement and the accompanying form of proxy are being furnished to the Corporation's stockholders in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting and any adjournment or postponement thereof. The purposes of the Annual Meeting are as stated in the accompanying Notice of Annual Stockholders' Meeting. This Proxy Statement is expected to be mailed to the Corporation's stockholders on or about April 9, 1998. The cost of soliciting proxies for the Annual Meeting will be borne by the Corporation. That solicitation will be conducted primarily by mail. However, directors, officers and employees of the Corporation may solicit proxies for the Annual Meeting personally or by telephone or telegram without additional remuneration therefor. The Corporation also will provide persons, firms, banks and corporations holding shares in their names or in the names of nominees, which in either case are beneficially owned by others, proxy materials for transmittal to such beneficial owners. In addition, the Corporation will, upon request, reimburse those record owners for their expenses in transmitting such material. The Corporation has retained Morrow & Co., Inc., a proxy soliciting firm, to assist in soliciting proxies for a fee of $5,500 (plus reasonable out-of-pocket expenses). VOTING AND REVOCATION OF PROXIES The Board of Directors has fixed the close of business on April 3, 1998 as the record date for determining the holders of the Corporation's common stock entitled to receive notice of, and to vote at, the Annual Meeting. Only holders of the Corporation's common stock of record at the close of business on that date will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. At the close of business on March 4, 1998, there were 33,525,554 shares of the Corporation's common stock issued and outstanding and entitled to vote. The holders of shares of the Corporation's common stock outstanding on the record date will be entitled to one vote for each share of the Corporation's common stock held of record upon each matter properly submitted for consideration at the Annual Meeting and any adjournment or postponement thereof. The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of the Corporation's common stock on the record date is necessary to constitute a quorum at the Annual Meeting. Shares of voting stock represented by a properly signed and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. In addition, shares of voting stock represented by "broker non-votes" (i.e., shares of voting stock held in record name by brokers or nominees as to which (1) instructions have not been received from the beneficial owners or persons entitled to vote, (2) the broker or nominee does not have discretionary voting power and (3) the recordholder has indicated on the proxy card or otherwise notified the Corporation that it does not have authority to vote those shares on that matter) will be treated as present for purposes of determining a quorum. If the enclosed form of proxy is properly executed and returned to the Corporation in time to be voted at the Annual Meeting and any adjournment or postponement thereof, and that proxy is not revoked before its use, the shares of the Corporation's common stock represented thereby will be voted in accordance with the instructions marked thereon. EXECUTED PROXIES WITH NO INSTRUCTIONS INDICATED THEREON WITH RESPECT TO THE PROPOSALS SET FORTH IN THE ACCOMPANYING NOTICE OF ANNUAL STOCKHOLDERS' MEETING WILL BE VOTED FOR EACH PROPOSAL FOR WHICH NO INSTRUCTIONS ARE GIVEN. The Board of Directors is not aware of any matters other than those set forth in the Notice of Annual Meeting which will be brought before the Annual Meeting. If any other matter properly comes before the Annual Meeting or any adjournment or postponement thereof, the persons named in the accompanying proxy will vote the shares of the Corporation's common stock represented by all properly executed proxies on those matters in such manner as the Board of Directors determines in its best judgment. The presence of a stockholder at the Annual Meeting will not automatically revoke that stockholder's proxy. However, a stockholder may revoke a proxy at any time before its exercise at the Annual Meeting by 1 8 (1) delivering to the Corporation's Secretary a written notice of revocation before the Annual Meeting, (2) delivering to the Corporation's Secretary a subsequent proxy or (3) attending the Annual Meeting, filing a written notice of revocation with the Corporation's Secretary at the Annual Meeting and voting in person. If a stockholder desires to give a proxy to someone other than the named management proxies, he or she may cross out the names appearing on the enclosed card and insert the name of another person who will attend the Annual Meeting. The persons named in the proxy to represent stockholders at the Annual Meeting are David R. Gibson, Senior Vice President and Chief Financial Officer of the Corporation and of Wilmington Trust Company, the Corporation's principal banking subsidiary (the "Bank"), and Thomas P. Collins, Vice President and Secretary of the Corporation and the Bank. VOTE REQUIRED The affirmative vote of a plurality of the shares of the Corporation's common stock represented in person or by proxy at the Annual Meeting is required for the election of directors. Accordingly, abstentions and broker non-votes with respect to the election of directors will not affect the election of the candidates receiving the plurality of votes. The affirmative vote of the holders of a majority of the shares of the Corporation's common stock issued and outstanding and entitled to vote on the Record Date is required to approve all other proposals at the Annual Meeting. Accordingly, abstentions and broker non-votes with respect to such proposals will have the same effect as votes against those proposals. Votes cast at the Annual Meeting will be tabulated by the persons the Corporation appoints to act as inspectors of election for the Annual Meeting. VOTING SECURITIES AND PRINCIPAL HOLDERS Only stockholders of record on the record date will be entitled to vote at the Annual Meeting. On March 4, 1998, there were 33,525,554 shares of the Corporation's common stock outstanding, with each share entitled to one vote. The number of shares of the Corporation's common stock owned by the Corporation's directors, nominees and executive officers is set forth below under the caption "Election of Directors." CORPORATION'S COMMON STOCK HELD IN CERTAIN TRUST CAPACITIES As set forth in the table below, as of January 30, 1998, the Personal Financial Services Department, Corporate Financial Services Department, Investment Management Department and Private Banking Division of the Bank, Wilmington Trust of Pennsylvania and Wilmington Trust FSB, the Corporation's other direct, wholly-owned subsidiaries (all of the foregoing depository institutions sometimes hereinafter are collectively referred to as the "Banks"), each of which performs trust services on behalf of certain of the Banks' customers (individually and collectively, a "Trust Area"), held shares of the Corporation's common stock in various capacities for the benefit of others.
PERCENT OF NUMBER TOTAL SHARES OF SHARES OUTSTANDING --------- ------------ Category #1 -- Shares of the Corporation's common stock which may be voted by one of the Trust Areas in its sole discretion................................................ 1,781,007 5.32% Category #2 -- Shares of the Corporation's common stock which may be voted only upon the direction of someone other than a Trust Area................................... 2,211,926 6.60% Category #3 -- All other shares of the Corporation's common stock held by one of the Trust Areas...................... 475,161 1.42%
2 9 Shares of the Corporation's common stock held in each category will be determined as of the Record Date, and will be voted by the relevant Trust Area as follows: Category #1 -- Will be voted by the relevant Trust Area. Category #2 -- Will be voted in accordance with the direction given by someone other than a Trust Area. Category #3 -- Will be voted by the relevant Trust Area. The shares of the Corporation's common stock in Category #1 will be voted in a manner consistent with the relevant Trust Area's fiduciary duties to each account. With respect to Category #3, the relevant Trust Area will make voting recommendations to the consent advisor consistent with its fiduciary duties to each account. Although no Trust Area has yet considered the proposals set forth in this Proxy Statement, and although there may be individual account considerations which will affect the voting of these shares of the Corporation's common stock, as a matter of policy, the Trust Areas tend to support management of the companies in which they have invested. ------------------------ PROPOSAL ONE ELECTION OF DIRECTORS ------------------------ The shares of the Corporation's common stock represented by the enclosed proxy will be voted or not voted for the election of six director nominees named in this section in accordance with stockholder instructions. If no instructions are given, signed proxies will be voted FOR that election. The Corporation's Certificate of Incorporation requires a classified board of not more than 25 directors, with the exact number being fixed by the Board of Directors from time to time. The number of directors currently authorized is 21, although the Corporation anticipates reducing this number to 19 in connection with the Annual Meeting. Under the Restated Certificate of Incorporation, the Corporation's directors are grouped into three classes for staggered terms, with one class to be elected at an annual stockholders' meeting to serve for three years or until its successors are elected and qualified. Any proxies received pursuant to this solicitation cannot be voted for a greater number of persons than the six nominees. If any nominee named in this Proxy Statement is unable to serve as a director, it is intended that the enclosed proxy will be voted for such person or persons as the Board of Directors nominates. Robert H. Bolling, Jr., a director since 1971, will not stand for re-election, and Bernard J. Taylor, II, a director since 1978, will not stand for re-election in compliance with the Corporation's Bylaws, which provide that no person who has attained the age of 72 may be nominated for election to the Board of Directors. H. Rodney Sharp, III was appointed to the Board of Directors on January 15, 1998. 3 10 CLASS OF 2001 VOTING IS FOR THIS CLASS
DIRECTOR DIRECTOR BIOGRAPHICAL AND (AGE AT 12/31/97) SINCE OTHER INFORMATION ----------------- -------- ----------------- Charles S. Crompton, Jr. (61)................ 1982 Since 1966, partner in the law firm of Potter, Anderson & Corroon. H. Stewart Dunn, Jr. (68).................... 1988 Since 1962, partner in the law firm of Ivins, Phillips & Barker. Edward B. du Pont (63)....................... 1986 Private investor. Since 1978, director of E.I. du Pont de Nemours and Company. R. Keith Elliott (55)........................ 1997 Since January 1997, chairman of the board and chief executive officer of Hercules Incorporated; formerly, president and chief executive officer of that company (August 1996 -- December 1996); president and chief operating officer of that company (1995-1996); chief financial officer of that company (1992-1995); director of that company and of PECO Energy. Stacey J. Mobley (52)........................ 1991 Since 1992, senior vice president, external affairs, E.I. du Pont de Nemours and Company; formerly vice president, Federal affairs, of that company (1986-1992). H. Rodney Sharp, III (62).................... 1998 Retired manager; formerly served in several management positions at E.I. duPont de Nemours and Company (1961-1991); director of E.I. duPont de Nemours and Company.
The affirmative vote of a plurality of the shares of the Corporation's common stock represented in person or by proxy at the Annual Meeting is required for the election of directors. The Board of Directors recommends that stockholders vote FOR the election of the directors described above. The following persons are currently directors in the two other classes. Their terms will expire at the annual stockholders' meeting in 1999 and 2000, respectively. 4 11 CLASS OF 1999 -- ONE-YEAR TERM REMAINING THIS CLASS WAS ELECTED AT THE 1996 ANNUAL STOCKHOLDERS' MEETING
DIRECTOR DIRECTOR BIOGRAPHICAL AND (AGE AT 12/31/97) SINCE OTHER INFORMATION ----------------- -------- ----------------- Carolyn S. Burger (57)....................... 1991 Since 1996, principal of CB Associates, Inc., a consulting firm specializing in legislation, technology deployment for senior executives and executive coaching; formerly, president and chief executive officer of Bell Atlantic-Delaware, Inc. (1991-1996); director of Betz Dearborn Inc. Robert C. Forney (70)........................ 1975 Retired executive; formerly executive vice president, E.I. duPont de Nemours and Company (1981-1989); director of UGI, Inc. and Amerigas Propane, Inc. Robert V. A. Harra, Jr. (48)................. 1996 Since July 1, 1996, president, chief operating officer and treasurer of the Corporation and the Bank; formerly, president and treasurer of the Corporation and the Bank (January 1, 1996 -- June 30, 1996); executive vice president and treasurer of the Corporation and the Bank (1992-1995); senior vice president and treasurer of the Corporation and the Bank (1991-1992). Rex L. Mears (56)............................ 1992 Since 1967, president of Ray S. Mears and Sons, Inc., a farming corporation. Leonard W. Quill (66)........................ 1990 Retired executive; formerly, chairman of the board and chief executive officer of the Corporation and the Bank (January 1, 1996 -- June 30, 1996); chairman of the board, president and chief executive officer of the Corporation and the Bank (1992- 1995); president and chief operating officer of the Corporation and the Bank (1990-1992). Robert W. Tunnell, Jr. (43).................. 1992 Since 1981, managing partner of Tunnell Companies, L.P., owner and developer of real estate.
5 12 CLASS OF 2000 -- TWO-YEAR TERM REMAINING THIS CLASS WAS ELECTED AT THE 1997 ANNUAL STOCKHOLDERS' MEETING
DIRECTOR DIRECTOR BIOGRAPHICAL AND (AGE AT 12/31/97) SINCE OTHER INFORMATION ----------------- -------- ----------------- Ted T. Cecala (48)........................... 1996 Since July 1, 1996, chairman of the board and chief executive officer of the Corporation and the Bank; formerly, vice chairman and chief operating officer of the Corporation and the Bank (January 1, 1996 -- June 30, 1996); executive vice president and chief financial officer of the Corporation and the Bank (1990-1995). Richard R. Collins (61)...................... 1989 Since January 1993, chairman of Collins, Inc., a consulting firm for various insurance industry associations and financial and non-financial companies focusing on international expansion; since January 1993, consultant for American Life Insurance Company; formerly, chief executive officer and chief operating officer of American Life Insurance Company (1981-1992). Andrew B. Kirkpatrick, Jr. (68).............. 1983 Since 1995, counsel to the law firm of Morris, Nichols, Arsht and Tunnell; formerly a partner in that firm (1958-1995). Hugh E. Miller (62).......................... 1982 Retired executive; formerly vice chairman of ICI Americas; with parent Imperial Chemicals Industries PLC for 20 years until 1990, including management positions in Europe and the United States; director of MGI Pharma, Inc. David P. Roselle (58)........................ 1991 Since May 1990, president of the University of Delaware. Thomas P. Sweeney (61)....................... 1983 Since 1967, partner, member of the law firm of Richards, Layton & Finger, P.A. Mary Jornlin-Theisen (70).................... 1981 Civic leader; formerly manager of public affairs program of Hercules Incorporated (1981); New Castle County Executive (1976-1980); Treasurer of the State of Delaware (1972-1976).
CORPORATION'S COMMON STOCK HELD BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS Shown below is information concerning beneficial ownership of shares of the Corporation's common stock for each director, each nominee for director and executive officers of the Corporation as a group as of February 1, 1998. This information is based upon information furnished to the Corporation by the persons referred to in the table. By Federal regulation, the phrase "beneficial ownership" is deemed to include shares of the Corporation's common stock for which the individual, directly or indirectly, has or shares voting and/or 6 13 investment power with respect to shares of the Corporation's common stock, whether or not they are held for the individual's benefit.
AMOUNT AND NATURE OF BENEFICIAL SHARES --------------------------------------------------- VOTING (NUMBER OF AND/OR PHANTOM SHARES) INVESTMENT RIGHT TO % OF STOCK DIRECT(1) POWER(2) ACQUIRE(4) TOTAL CLASS(5) UNITS(6) ---------- ---------- ---------- ----- -------- -------- R.H. Bolling, Jr..... 13,850 40,035 53,885 C.S. Burger.......... 1,353 1,353 T.T. Cecala.......... 105,883 144,352 250,235 R.J. Christian....... 685 27,857 28,542 R.R. Collins......... 1,336 61 1,397 C.S. Crompton, Jr.... 2,603 2,603 H.S. Dunn, Jr. ...... 12,908 12,908 E.B. du Pont......... 8,397 1,138,200(3) 1,146,597 3.4% R.K. Elliott......... 360 360 R.C. Forney.......... 6,537 45,776 52,313 879.6305 R.V.A. Harra, Jr. ... 113,021 237 112,020 225,278 G.W. Helme, IV....... 1,640 118,569 120,209 A.B. Kirkpatrick, Jr. ............... 5,953 5,953 R.A. Matarese........ 16,063 5,735 107,469 129,267 R.L. Mears........... 1,528 38 1,566 H.E. Miller.......... 853 5,800 6,653 887.243 S.J. Mobley.......... 953 953 288.968 L.W. Quill........... 164,105 18,200 67,284 249,589 D.P. Roselle......... 2,596 2,596 H.R. Sharp, III...... 500 1,055,840(3) 1,056,340 3.2% T.P. Sweeney......... 7,724 7,724 699.4026 B.J. Taylor, II...... 116,506 116,506 M.J. Theisen......... 7,829 8,000 15,829 R.W. Tunnell, Jr..... 10,775 3,199 13,974 Directors, Nominees and Executive Officers as a Group (31 persons)....... 565,998 2,448,997 932,565 2,891,720 8.6% 2,755.2457 ======= ========= ======= ========= === ==========
- --------------- (1) Reported in this column are shares of the Corporation's common stock held in the individual's name or in the name of a bank, broker or nominee for the individual's account, as well as shares of common stock held as joint tenants, tenants in common, tenants by the entirety or as community property. (2) Reported in this column are other shares of the Corporation's common stock with respect to which directors and nominees have or share voting and/or investment power, including shares directly owned by certain relatives with whom they are deemed under the rules of the Commission to share voting or investment power (e.g., spouse, minor children or other relative who has the same home). 7 14 (3) Since they may be deemed to share, directly or indirectly, voting and/or investment power, Edward B. duPont and H. Rodney Sharp, III each are listed as beneficial owners of the same 1,055,840 shares. These shares are reported only once in the total for directors and executive officers as a group. (4) Reported in this column are shares of the Corporation's common stock which directors, nominees and executive officers have a right to acquire within 60 days after March 5, 1998 by the revocation or automatic termination of a trust, discretionary account or similar arrangement, through the conversion of a security or the exercise of an option, warrant or right. (5) Unless otherwise indicated, beneficial ownership of any named individual does not exceed 1.0% of the outstanding shares of the Corporation's common stock. (6) These phantom stock units were acquired in lieu of directors' fees. Their value is based on the market price of the Corporation's common stock, together with dividends thereon. The units can be redeemed only for cash following termination of the individual's service as a director, and do not have voting rights. COMMITTEES OF THE BOARD OF DIRECTORS The Corporation's Bylaws provide for three standing committees. All committee members must be members of the Board of Directors. The Executive Committee consists of six permanent members plus three members of the Board of Directors selected to serve on the Committee on a rotating basis for six months at a time. The Committee has most of the powers of the Board of Directors to transact the Corporation's business. In 1997, this Committee held four meetings. The permanent committee members are Ted T. Cecala (Chairman), Carolyn S. Burger, Robert C. Forney, Robert V. A. Harra, Jr., Hugh E. Miller and Thomas P. Sweeney. Rotating committee members during 1997 were Robert H. Bolling, Jr., H. Stewart Dunn, Jr., Rex L. Mears, Stacey J. Mobley, Bernard J. Taylor, II and Mary Jornlin Theisen. The Audit Committee is composed of five members of the Board of Directors, none of whom may be an officer of the Corporation. The Committee has general supervision over the audit division of the Corporation and the Bank in all matters. The Audit Committee reviews all reports of examination of the Corporation and the Bank by governmental agencies and its independent auditors and makes recommendations to the Board of Directors with respect thereto. In 1997, the Audit Committee held six meetings. Two of those meetings were conducted jointly with the Executive Committee. The Committee's members are Charles S. Crompton, Jr. (Chairman), Richard R. Collins, David P. Roselle, Mary Jornlin Theisen and Robert W. Tunnell, Jr. The Compensation Committee is, pursuant to the Corporation's Bylaws, composed of not more than five members, none of whom is an employee of the Corporation. The Committee in general advises upon all matters of policy concerning the Corporation and its subsidiaries, reviews with the Corporation's management major organizational matters, including salaries and employee benefits, and administers the Executive Incentive Compensation Plan. Meetings of the Committee are at the call of its chairman, the Chairman of the Board or the Corporation's President. In 1997, this Committee held four meetings. The Committee's members are Robert C. Forney (Chairman), Richard R. Collins, Charles S. Crompton, Jr., Hugh E. Miller and Stacey J. Mobley. A report of this Committee on executive compensation appears on pages 18 through 20 below. The Corporation does not have a standing nominating committee. Under the Corporation's Bylaws, nominations for director generally are made by the entire Board of Directors. The Corporation's stockholders may propose nominations for director only in accordance with the procedures described on page 22 below. During 1997, there were seven regular meetings of the Board of Directors. No incumbent director other than Mr. Mobley attended less than 75% of the aggregate of: (1) the total number of meetings of the Board of Directors held during 1997 and (2) the total number of meetings of all committees of the Board of Directors on which he or she served during 1997. 8 15 EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS The following includes information about executive officers of the Corporation and/or the Bank who do not serve on the Board of Directors. John H. Kipp will retire in 1998. William J. Farrell, II will assume Mr. Kipp's duties at that time.
EXECUTIVE INDIVIDUAL OFFICER BIOGRAPHICAL AND (AGE AT 12/31/97) SINCE OTHER INFORMATION ----------------- --------- ----------------- Robert J. Christian (48)..................... 1996 Since February 1996, member of the Corporation's management committee; since February 1996, senior vice president of the Bank in its asset management department; formerly president and chief investment officer of PNC Asset Management Group (1994-1996); chief investment officer of PNC Bank Corp. (1992-1996); chief investment officer of PNC Bank, Philadelphia (1984-1992). Howard K. Cohen (49)......................... 1992 Since 1992, member of the Corporation's management committee; since 1992, senior vice president of the Bank in its corporate financial services department; formerly administrative vice president of the Bank in its corporate financial services department (1990-1992). William J. Farrell, II (39).................. 1993 Since 1993, member of the Corporation's management committee; since 1993, senior vice president of the Bank in its trust operations and systems development department; formerly vice president of the Bank in its trust systems and operations division (1988-1993). David R. Gibson (40)......................... 1992 Since 1997, senior vice president and chief financial officer of the Bank; since 1996, senior vice president and chief financial officer of the Corporation; formerly senior vice president of the Bank in its finance department (1992-1997); member of the Corporation's management committee (1992-1996); vice president of the Bank in its corporate development division (1991-1992). George W. Helme, IV (47)..................... 1991 Since 1991, member of the Corporation's management committee; since 1991, senior vice president of the Bank in its personal trust and private banking department. Joseph M. Jacobs, Jr. (59)................... 1992 Since 1992, member of the Corporation's management committee; since 1992, senior vice president of the Bank in its administration department; formerly vice president of the Bank in its personnel division (1979-1992).
9 16
EXECUTIVE INDIVIDUAL OFFICER BIOGRAPHICAL AND (AGE AT 12/31/97) SINCE OTHER INFORMATION ----------------- --------- ----------------- John H. Kipp (54)............................ 1988 Since 1991, member of the Corporation's management committee; since 1988, senior vice president of the Bank in its information technology department. Hugh D. Leahy, Jr. (50)...................... 1992 Since 1992, member of the Corporation's management committee; since 1992, senior vice president of the Bank in its personal banking department; formerly vice president of the Bank in its personal banking department (1991-1992). Robert A. Matarese (51)...................... 1990 Since 1991, member of the Corporation's management committee; since 1990, senior vice president of the Bank in its commercial banking department. Ronald K. Pendleton (48)..................... 1991 Since 1991, auditor of the Corporation and the Bank. Rita C. Turner (43).......................... 1996 Since 1996, member of the Corporation's management committee; since 1996, senior vice president of the Bank in its marketing department; formerly vice president of the Bank in its marketing division (1985-1996).
10 17 EXECUTIVE COMPENSATION Summary Compensation Table The following table presents information about compensation awarded over the last three years to Mr. Cecala and to the four other most highly compensated executive officers of the Corporation and its subsidiaries who received more than $100,000 in salary and bonus for 1997.
LONG-TERM COMPENSATION - -------------------------ANNUAL-COMPENSATION--------------------------------AWARDS------------------- (A) (B) (E) (F) (C) (D) SECURITIES ALL OTHER SALARY BONUS(2) UNDERLYING COMPENSATION NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#) ($)(3) --------------------------- ---- ------ -------- ----------- ------------ Ted T. Cecala,................... 1997 $ 425,000 $403,604 15,000 $8,784 Chairman of the Board 1996 352,167 322,888 53,174 7,798 and Chief Executive Officer 1995 295,666 253,710 10,150 7,267 Robert V. A. Harra, Jr.,......... 1997 $ 356,667 $319,985 12,500 $8,184 President, Treasurer and 1996 333,000 270,553 38,174 7,669 Chief Operating Officer 1995 294,000 228,548 10,150 7,251 Robert J. Christian,............. 1997 $ 217,917 $183,485 10,000 $6,853 Senior Vice President 1996(1) 186,932 152,771 30,535 5,128 Robert A. Matarese,.............. 1997 $ 205,500 $175,919 7,500 $6,733 Senior Vice President 1996 196,167 157,890 8,719 6,389 1995 185,333 122,996 9,150 6,234 George W. Helme, IV,............. 1997 $ 182,350 $162,999 7,500 $6,505 Senior Vice President 1996 172,853 141,018 8,519 6,155 1995 163,750 108,400 8,150 6,021 Total salary, bonus and 1997 $2,670,485 Percentage of 2.52% other compensation for 1996 $2,593,923 net operating 2.67% chief executive officer 1995 $2,530,889 income 2.81% and four other most highly paid executive officers(4)
- --------------- (1) Mr. Christian was first employed by the Bank on February 12, 1996. (2) Includes awards made under the Corporation's Executive Incentive Compensation Plan (described on page 19 below) and Profit-Sharing Bonus Plan (described on page 19 below) in respect of services performed during the year. (3) Represents: (a) the Corporation's contributions to its 401-K Thrift Savings Plan of $4,750 in 1997 for each of the five named executive officers; $4,500 in each of 1996 and 1995 for Messrs. Cecala, Harra and Helme; $4,500 in 1996 and $4,375 in 1995 for Mr. Matarese; and $3,937 in 1996 for Mr. Christian; and (b) premiums the Corporation paid for term life insurance for Mr. Cecala of $4,034 in 1997, $3,298 in 1996 and $2,767 in 1995; Mr. Harra of $3,434 in 1997, $3,169 in 1996 and $2,751 in 1995; Mr. Christian of $2,103 in 1997 and $1,191 in 1996; Mr. Matarese of $1,983 in 1997, $1,889 in 1996 and $1,734 in 1995; and Mr. Helme of $1,755 in 1997, $1,655 in 1996 and $1,521 in 1995. (4) Numbers in this table for 1995 include salary, bonus and other compensation paid to Mr. Quill, who served as Chairman of the Board, President and Chief Executive Officer for that year, and John H. Kipp, who serves as Senior Vice President currently and for that year, but do not include those for Mr. Christian or Mr. Helme. 11 18 Option Grant Table The following table presents information about options granted to Mr. Cecala and to the four other most highly compensated executive officers of the Corporation and its subsidiaries last year. The first 2,500 of such options vest in full three years after grant, the next 2,500 of such options vest in full four years after grant and all such options expire five years after grant. The remainder of such options vest in full one year after grant and expire ten years after grant. All such options may be terminated earlier (a) at the termination of the executive officer's employment if his employment ceases for any reason other than retirement, death or disability, or (b) upon the earlier of (1) the end of the option's term or (2) three years after the executive officer's death, retirement or disability.
OPTION GRANTS IN LAST FISCAL YEAR POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE APPRECIATION FOR INDIVIDUAL GRANTS OPTION TERM(3) - ------------------------------------------------------------------------------------ --------------------- (A) (B) (C) (D) (E) (F) (G) NUMBER OF PERCENT OF SECURITIES TOTAL OPTIONS UNDERLYING GRANTED TO ALL EXERCISE OR OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION NAME GRANTED(1) FISCAL YEAR ($/SHARE)(2) DATE 5%($) 10%($) ---- ---------- -------------- ------------ ---------- ----- ------ Ted T. Cecala............ 5,000 1.2% $45.50 1/02/2002 $ 62,854 $138,891 10,000 2.4 45.50 2/19/2007 286,147 725,153 Robert V.A. Harra, Jr.... 5,000 1.2 45.50 1/02/2002 62,854 138,891 7,500 1.8 45.50 2/19/2007 214,610 543,865 Robert A. Matarese....... 5,000 1.2 45.50 1/02/2002 62,854 138,891 2,500 0.6 45.50 2/19/2007 71,537 181,288 Robert J. Christian...... 5,000 1.2 45.50 1/02/2002 62,854 138,891 5,000 1.2 45.50 2/19/2007 143,074 362,576 George W. Helme, IV...... 5,000 1.2 45.50 1/02/2002 62,854 138,891 2,500 0.6 45.50 2/19/2007 71,537 181,288
- --------------- (1) The Corporation did not grant any stock appreciation rights, performance units or other instruments granted in tandem with options, or include any performance-based conditions to exercisability, reload features or tax-reimbursement features. (2) Represents 100% of fair market value on date of grant. (3) These values are computed on a pre-tax basis, and are calculated using the closing price of the Corporation's stock on December 31, 1997. 12 19 Option Exercises and Year-End Value Table The following table presents information about options exercised during 1997 by Mr. Cecala and the four other most highly compensated executive officers of the Corporation and its subsidiaries. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
(a) (b) (c) (d) (e) NUMBER OF VALUE OF SHARES UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY SHARES OPTIONS AT OPTIONS AT ACQUIRED ON FISCAL YEAR-END(#) FISCAL YEAR-END($) EXERCISE VALUE EXERCISABLE/ EXERCISABLE/ NAME (NUMBER) REALIZED($)1 UNEXERCISABLE UNEXERCISABLE ---- ----------- -------------- ------------------ ------------------- Ted T. Cecala.................... 3,800 $118,512 134,352/15,000 $4,773,876/$253,125 Robert V. A. Harra, Jr........... 4,126 $125,843 104,520/12,500 $3,719,232/$217,188 Robert A. Matarese............... 0 $ 0 104,969/7,500 $4,302,627/$126,563 Robert J. Christian.............. 0 $ 0 10,179/30,356 $ 301,553/$771,797 George W. Helme, IV.............. 4,200 $159,126 116,069/7,500 $4,633,389/$126,563
- --------------- (1) Value realized reflects the difference between the market value of the Corporation's stock on the date the option was exercised and the exercise price, multiplied by the number of shares acquired upon exercise. Change in Control Agreements The Bank has entered into change in control agreements with its 12 executive officers. The change in control agreements provide severance pay and continuation of certain benefits if a "Change in Control" occurs. To receive benefits under the agreements, an executive officer's employment must be terminated involuntarily, either actually or constructively, without cause within two years after a Change in Control. In general, a "Change in Control" is deemed to have occurred under the agreements if any of the following happens: (1) A consolidation or merger of the Bank or the Corporation with a third party; (2) A transfer of substantially all of the Bank's or the Corporation's assets to a third party or a complete liquidation or dissolution of the Corporation or the Bank; (3) A third party acquires any combination of beneficial ownership of and voting proxies for more than 15% of the Bank's or the Corporation's voting stock or the ability to control the election of the Bank's or the Corporation's directors or the management or policies of the Bank or the Corporation; (4) The persons serving as directors of the Corporation as of February 29, 1996, and those replacements or additions subsequently nominated by that Board of Directors or by persons nominated by them or their nominees, are no longer at least a majority of the Board of Directors; or (5) A regulatory agency determines that a change in control of the Corporation has occurred. Under the change in control agreements, severance pay is equal to a lump sum payment of 115% times three years' of the executive officer's highest base salary in the 12 months preceding the termination of his or her employment, discounted to present value. In addition, medical, life, disability, health-and-accident, profit-sharing and retirement benefits generally would be provided at the Corporation's expense for three years. 13 20 Pension Benefits The Corporation provides retirement benefits for its employees, including its executive officers. The normal retirement benefit for executive officers is the sum of the benefits provided by the Wilmington Trust Pension Plan (the "Pension Plan") and the Supplemental Executive Retirement Plan (the "SERP"). The normal annual retirement benefit from the Pension Plan is the greater of: (a) 1.5% of the officer's average annual earnings for the five-year period ending December 31, 1993, multiplied by years of service as of December 31, 1993; or (b) (1) 1.5% of the officer's average annual earnings for the five-year period ending December 31, 1987, less 1.25% of the Social Security Primary Insurance Amount (the "PIA") as of December 31, 1987, all multiplied by years of service as of December 31, 1987; plus (2) 1.0% of the officer's earnings during 1988 up to one-half of the 1988 Social Security taxable wage base, plus 1.8% of earnings during 1988 in excess of one-half of the 1988 Social Security taxable wage base; plus (3) for each year after 1988, 1.25% of the officer's earnings in that year up to one-half of the Social Security taxable wage base for that year (the "SSTWB"), plus 1.6% of earnings during that year in excess of one-half of the SSTWB. For purposes of determining amounts to which participants are entitled under the Pension Plan, for years prior to 1994, earnings include base salary and amounts paid under the Profit-Sharing Bonus Plan, but do not include incentive payments. For years after 1993, earnings also include incentive payments other than amounts paid under the Executive Incentive Compensation Plan. The normal form of pension provided under the Pension Plan is a 50% joint and survivor benefit. For purposes of determining benefit accruals under the Pension Plan, current law limits earnings to $160,000. The normal annual retirement benefit from the SERP is the sum of (1) for years of credited service before 1994, 60% of the officer's average annual earnings for the 60-month period ending with his or her retirement date, less one-half of the PIA multiplied by a fraction the numerator of which is the officer's years of credited service at retirement and the denominator of which is 40 and (2) for each year of credited service after 1993, 1.25% of the lesser of the officer's earnings for the year or one-half the SSTWB for the year, plus 1.6% of the excess, if any, of the officer's earnings in excess of one-half of the SSTWB. All such amounts are reduced by benefits payable from the Pension Plan. Bernard J. Taylor, II receives an additional $143,311 per annum under the SERP. For purposes of determining amounts to which participants are entitled under the SERP, under part (1) of the formula described above, average annual earnings include base salary and amounts paid under the Profit-Sharing Bonus Plan, but do not include amounts paid under the Executive Incentive Compensation Plan. For purposes of part (2) of that formula, beginning in 1995, earnings also include one-half of the bonus awarded under the Executive Incentive Compensation Plan. The SERP pays a monthly pension, beginning at the same time the officer begins to receive his or her Pension Plan benefit, in the form of a single life annuity or a 50% joint and survivor annuity. Benefits under the SERP vest in the event of a "Change in Control" as that term is defined in the change in control agreements discussed on page 13 above. The estimated years of credited service under the Pension Plan and the SERP through December 31, 1997 for each of the executive officers named on page 11 above are: Mr. Cecala -- 18.3 years; Mr. Harra -- 26.6 years; Mr. Matarese -- 28.5 years; Mr. Christian -- 1.9 years; and Mr. Helme -- 18.9 years. The table on the following page illustrates the annual benefit payable for life upon retirement at age 65 to employees, including retirement benefits payable to executive officers under the SERP on the assumption that the officer is entitled to receive the maximum benefit currently payable under the Social Security Act. 14 21 PENSION TABLE(1)
ANNUAL RETIREMENT BENEFITS WITH YEARS OF SERVICE INDICATED ON DECEMBER 31, 1997 AVERAGE ANNUAL ------------------------------------------------------------------------------------ EARNINGS 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS - -------------- ------- -------- -------- -------- -------- -------- -------- -------- $ 80,000 $ 5,862 $ 10,446 $ 13,454 $ 16,462 $ 20,732 $ 25,668 $ 30,605 $ 35,541 110,000 8,262 14,769 19,158 23,548 28,507 35,294 42,081 48,869 175,000 11,756 22,429 29,811 37,194 45,351 56,149 66,947 77,745 200,000 12,117 24,393 32,927 41,461 51,830 64,171 76,511 88,852 300,000 21,506 43,011 64,517 86,022 107,528 129,033 150,539 172,044 400,000 29,006 58,011 87,017 116,022 145,028 174,033 203,039 232,044 500,000 36,506 73,011 109,517 146,022 182,528 219,033 255,539 292,044 600,000 44,006 88,011 132,017 176,022 220,028 264,033 308,039 352,044 700,000 51,506 103,011 154,517 206,022 257,528 309,033 360,539 412,044 800,000 59,006 118,011 177,017 236,022 295,028 354,033 413,039 472,044 900,000 66,506 133,011 199,517 266,022 332,528 399,033 465,539 532,044 1,000,000 74,006 148,011 222,017 296,022 370,028 444,033 518,039 592,044 1,100,000 81,506 163,011 244,517 326,022 407,528 489,033 570,539 652,044 1,200,000 89,006 178,011 267,017 356,022 445,028 534,033 623,039 712,044
- --------------- (1) The table above reflects annual retirement benefits with years of service indicated on December 31, 1997. The benefits listed in the table are not subject to deduction for Social Security or other offset amounts. The Social Security-covered compensation level and the PIA are based on reaching age 65 on December 31, 1997. Stock Performance Graph The line graph on page 17 compares cumulative total stockholder return, defined as appreciation in stock price and assuming reinvestment of dividends, over the past five years for the Corporation's common stock with (a) all companies in the Nasdaq Composite Index, (b) institutions in the Keefe, Bruyette & Woods 50 Bank Index and (c) institutions in a company-constructed peer group. The Corporation's peer group (the "Peer Group") is composed of banks which, at December 31, 1993, had substantially the following characteristics: (1) asset sizes ranging from $3 billion to $40 billion (the Corporation's asset size at December 31, 1997 was $6.1 billion), (2) fee income comprising more than 25% of gross revenues (the Corporation's fee income for 1997 constituted 40.7% of gross revenues), (3) an annual return on average assets greater than 1% (the Corporation's return on average assets for 1997 was 1.87%), (4) an annual return on average equity in excess of 15% and a five-year return on average equity in excess of 14.5% (the Corporation's return on average equity for 1997 was 22.15% and its five-year return on average equity for the period from January 1, 1993 through December 31, 1997 was 21.24%), (5) a ratio of nonperforming loans to total loans of less than 2.5% (the ratio of the Corporation's nonperforming loans to its total loans at December 31, 1997 was 1.11%), and (6) annual net chargeoffs of less than .75% of average loans (the Corporation's net chargeoffs for 1997 were .31% of its average loans). The institutions in the Peer Group are Comerica Incorporated, Compass Bancshares Incorporated, Deposit Guaranty Corporation, Fifth Third Bancorp, First Commerce Corporation, First Commercial Corporation, Firstar Corporation, Old Kent Financial Corporation, Northern Trust Corporation, Star Banc Corporation, State Street Corporation and Wachovia Corporation. The Keefe, Bruyette & Woods 50 Bank Index is a market-capitalization-weighted bank stock index which includes all money center banks and most major regional banks, and is meant to be representative of the stock price performance of large banks throughout the United States. 15 22 Although the Corporation primarily compares its performance and the salaries of its executive officers with those of the Peer Group, it also refers to the performance of the members of the Keefe, Bruyette & Woods 50 Bank Index in evaluating its own performance. The graph reflects appreciation in stock price assuming an initial investment of $100 at the close of business on December 31, 1992. The table below the graph reflects the graph's data points. 16 23 STOCK PERFORMANCE GRAPH TOTAL RETURN -- WEIGHTED FOR MARKET CAPITALIZATION
'KEEFE, WILMINGTON BRUYETTE & NASDAQ MEASUREMENT PERIOD TRUST WOODS 50 BANK COMPOSITE (FISCAL YEAR COVERED) CORPORATION PEER GROUP INDEX' INDEX 12/31/92 100.00 100.00 100.00 100.00 12/31/93 103.41 97.22 105.54 114.75 12/31/94 93.41 92.49 100.16 111.08 12/31/95 132.43 144.79 160.41 155.42 12/31/96 176.23 199.38 226.92 190.71 12/31/97 286.71 350.76 331.73 232.96
17 24 Board Compensation Committee Report on Executive Compensation General Compensation awarded to executive officers is designed to assure that the Corporation continues to be able to attract, motivate and retain executives of outstanding abilities. To achieve this, the Corporation's general policy for compensating its executive officers is to provide compensation at levels broadly comparable to those earned by executive officers at institutions in the Peer Group, based on available information. In doing so, the Corporation compares base salaries and bonuses in total paid to the Corporation's executive officers with the base salaries and bonuses in total paid to executive officers at institutions in the Peer Group. The Corporation does not target any specific level in the range of compensation paid by members of the Peer Group, but does broadly take into account in compensating its executive officers the performance of the Peer Group versus the performance of the Corporation. In doing so, the Corporation generally compares its return on assets, return on equity and growth in earnings per share to the corresponding performance by members of the Peer Group. The Corporation's performance in 1997 in terms of return on equity exceeded that of all but one member of the Peer Group and its performance in terms of return on assets exceeded that of all but two members of the Peer Group, while its performance in terms of growth in earnings per share was below the average of the Peer Group. No formula or any other specific criterion is used to link any or all components of any executive officer's compensation to a comparison of the Corporation's performance in any one or more of these areas to the corresponding performance of members of the Peer Group. The Corporation's executive compensation program also is designed to reward executive officers for long-term strategic management and enhancement of shareholder value. This is accomplished by providing executive officers with appropriate ownership interests in the Corporation through the use of stock options. Since the ultimate value of the stock made available through such stock options depends on the Corporation's success, stock options provide executive officers with continuing incentives long after the award is granted. To carry out these policies, the key elements of the Corporation's compensation program for its executive officers consist of base salary, the Profit-Sharing Bonus Plan, the Executive Incentive Compensation Plan and the Stock Option Plan. The Compensation Committee's policies with respect to each of these elements, including the bases for the compensation awarded to Mr. Cecala, are discussed below. Although the elements of compensation described below are considered separately, the Compensation Committee takes into account the full compensation package the Corporation provides each individual, including pension, insurance and other benefits, in addition to the programs described. In reviewing the performance of the Corporation's executive officers other than Messrs. Cecala and Harra, the Compensation Committee takes their views into account. In reviewing the performance of Mr. Harra, the Compensation Committee takes Mr. Cecala's views into account. In the beginning of each year, the Compensation Committee determines the base salary and stock options to be provided to each executive officer in respect of services for that year and the bonus to be provided under the Executive Incentive Compensation Plan in respect of services for the previous year. Base Salaries Base salaries for executive officers are determined by evaluating the responsibilities of the position held and the individual's performance and experience in rendering that performance, as well as by reference to the competitive market for executive talent, which includes a comparison to salaries for executive officers at institutions in the Peer Group. Annual salary adjustments take into account the Corporation's and the individual's performance, as well as any new responsibilities the executive officer assumed during the year. In the case of executive officers with responsibility for a particular business department, that department's financial results also are considered. The Compensation Committee does not consider these factors by any formula and does not assign specific weight to any particular factor. 18 25 Profit-Sharing Bonus Plan Executive officers also participate in the Corporation's Profit-Sharing Bonus Plan. For each plan year, the bonus fund is determined as a function of the bonus percent (the "Bonus Percent") times eligible salaries paid during the calendar year. The Bonus Percent is equal to 67% of the percentage return on consolidated average stockholders' equity calculated using reported net income for the full year ended in December, in accordance with generally accepted accounting principles. The Board of Directors retains discretion to modify this formula to account for extraordinary items. The formula for all exempt employees also includes a multiplier based on (1) the employee's job level and (2) the percentage growth in the Corporation's net income. As a result, depending on the percentage growth in the Corporation's net income, executive officers can earn a profit-sharing bonus ranging from 50% to 100% of base salary multiplied by the Bonus Percent. In 1996 and 1997, each of the Corporation's executive officers earned a profit-sharing bonus of 12.18% and 12.67%, respectively, of base salary. Executive Incentive Compensation Plan for Senior Officers This incentive plan, adopted in 1981, is designed to motivate participating executive officers to earn incentive payments for outstanding achievement and performance and to enable the Corporation to attract and retain executives of superior caliber. Currently, 12 executive officers participate in this plan. These include the five executive officers named on page 11 above. The formula used to generate the cash bonus fund considers the Corporation's corporate performance in relation to the performance of institutions in the Peer Group. In a plan year, the bonus fund, if any, equals an amount which is 12% of the Corporation's annual net income in excess of a threshold amount (which is determined by multiplying the Corporation's average stockholders' equity by the average return on equity for the year of the Peer Group). The plan provides a guideline maximum for any individual bonus award in any year of 75% of base salary, but allows the Compensation Committee the flexibility to award a bonus of up to 100% of an individual's base salary for truly outstanding individual performance. The Compensation Committee, which determines amounts payable under this plan, may not approve the payment of awards unless corporate performance in the plan year is judged generally to be superior relative to the Peer Group. In evaluating corporate performance, the Compensation Committee considers, among other factors, the Corporation's return on equity, return on assets and the percentage growth in earnings per share. As stated above, the Corporation's performance in 1997 in terms of return on equity exceeded that of all but one member of the Peer Group and its performance in terms of return on assets exceeded that of all but two members of the Peer Group, while its performance in terms of growth in earnings per share was below the average performance of the Peer Group. The Corporation does not use any formula or other specific criterion in awarding bonuses under this Plan based on the Corporation's performance in any or all of these areas. Notwithstanding corporate performance, no awards may be paid unless there are also aggregate dividends declared for a plan year which exceed six percent of average stockholders' equity. For 1997, payments under this plan to the 12 executive officers who participated in the plan aggregated $1,781,000. Stock Options Under the Corporation's 1996 Long-Term Incentive Plan, which has been approved by the Corporation's stockholders, the Compensation Committee may make cash and stock-based awards (such as grants of stock options and performance awards). Stock options are designed to align the interests of the Corporation's officers with those of its stockholders. These options are granted with an exercise price equal to the last sale price of the Corporation's common stock on the date of grant, and normally vest in as early as one year and as long as four years. No re-pricing of the Corporation's stock options has ever occurred, other than to reflect the effect of stock dividends. Since the full benefits of these options cannot be realized unless the Corporation's stock price appreciates over time, the creation of stockholder value is facilitated. In granting stock options, the Corporation does not consider the number of options previously granted to an executive officer, but does consider new duties and responsibilities the executive officer has assumed during the year. The Corporation does not employ any formula in awarding options. 19 26 Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the deductibility of compensation paid to certain executive officers in a taxable year to $1 million plus performance-based and other qualifying compensation. Payments under the Profit-Sharing Bonus Plan and the Executive Incentive Compensation Plan do not qualify for that performance-based exemption. However, under the transition provisions of the regulations promulgated under Section 162(m), compensation attributable to options granted under the Corporation's 1992 Long-Term Incentive Plan and its previous stock option plans qualify as performance-based. The Compensation Committee has not otherwise adopted any policies under Section 162(m) with respect to compensation paid to the Corporation's executive officers. Compensation of Chief Executive Officer Mr. Cecala's compensation for 1997 was based on his performance in his first full year as Chairman of the Board and Chief Executive Officer. In establishing Mr. Cecala's compensation, the Compensation Committee considered the same basic factors as those described above for all members of the Corporation's senior management. In addition, the Compensation Committee specifically considered: (1) the Corporation's performance vs. the Peer Group in return on assets and return on equity; (2) the base salaries paid to top executives at institutions in the Peer Group; (3) the completion of the current stage in the organization's broad-based strategic planning process involving participation by several levels of the Corporation's management; and (4) the movement under this process to expand significantly the geographic outreach of the fee-based business of the Corporation. No formula was used and no precise weight was assigned to any of these factors. Robert C. Forney (Chairman) Richard R. Collins Charles S. Crompton, Jr. Hugh E. Miller Stacey J. Mobley COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation Committee are Robert C. Forney (Chairman), Richard R. Collins, Charles S. Crompton, Jr., Hugh E. Miller and Stacey J. Mobley. No current member of the Compensation Committee is a current or past officer or employee of the Corporation or any subsidiary of the Corporation. No executive officer of the Corporation serves as a member of the compensation committee or the Board of Directors of any other company whose members include any individual who also serves on the Corporation's Board of Directors or the Compensation Committee. The law firm of which Mr. Crompton is a member performs certain legal services on behalf of the Corporation from time to time. Messrs. Collins, Crompton, Forney and Miller have indebtedness outstanding on loans made by the Bank in the ordinary course of business on the same terms, including interest rate and collateral, as those prevailing for comparable transactions with others and do not involve more than the normal risk of collectibility or present other unfavorable features. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)") requires the Corporation's directors and executive officers, and persons who own more than ten percent of a registered class of the Corporation's equity securities, to file reports of ownership and changes in ownership with the Commission and the National Association of Securities Dealers Automated Quotation System. Directors, executive officers and greater-than-ten-percent shareholders are required by the Commission's regulations to furnish the Corporation with copies of all forms which they file under Section 16(a). Based on its review of the copies of such forms received by it, and/or written representations from certain reporting persons that no Forms 5 were required for those persons, the Corporation believes that all such filing requirements applicable to its directors and executive officers during 1997 were complied with, except that a 20 27 purchase of the Corporation's stock by Mr. Bolling was not reported on a timely basis. That purchase subsequently was reported on Form 4. DIRECTORS' COMPENSATION During the year ended December 31, 1997, directors of the Corporation who are not officers of the Corporation received an annual retainer of $15,000, in addition to a $1,200 fee for each Board of Directors' meeting attended, a $1,000 fee for each Executive Committee meeting attended and an $800 fee for each Audit or Compensation Committee meeting attended. A total of seven Board of Directors' meetings and 14 meetings of committees of the Board of Directors were held in 1997. The aggregate directors' fees and retainers the Board of Directors earned for 1997 totaled $463,600. Directors who are officers of the Corporation receive no additional compensation for service on the Board of Directors or on any committee of the Board of Directors. Under the Corporation's 1996 Long-Term Incentive Plan, each director is paid the first half of his or her annual retainer, and may elect to receive the balance of his or her annual retainer, in the Corporation's common stock. Under the Corporation's Directors' Deferred Fee Plan, directors may elect annually to defer receipt of the cash portion of their directors' fees until their retirement or other termination of their service as directors. If a director elects to so defer receipt of his or her directors' fees, he or she may elect to earn a yield on the deferred portion based on (1) yields paid on certain of the Bank's deposit products and/or (2) changes in the price of the Corporation's common stock, together with dividends thereon. ------------------------ PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS ------------------------ The firm of Ernst & Young LLP, 2001 Market Street, Philadelphia, Pennsylvania, served as independent public accountants for the Corporation for the fiscal year ended December 31, 1997. That firm also has been retained by the Board of Directors as independent public accountants to examine the financial statements of the Corporation and its wholly-owned subsidiaries for the year ending December 31, 1998, and to perform other accounting services. It is expected that a member of the firm will be present at the Annual Meeting, with the opportunity to make a statement if he or she desires, and will respond to appropriate questions. VOTE REQUIRED The affirmative vote of the holders of a majority of the shares of the Corporation's common stock issued and outstanding and entitled to vote on the Record Date will be required for ratification of the selection of the Corporation's independent public accountants. The Board of Directors recommends that stockholders vote FOR this proposal. TRANSACTIONS WITH MANAGEMENT The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with its directors, officers and their associates on the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with others and that do not involve more than the normal risk or collectibility or present other unfavorable features. During 1997, the firms of Richards, Layton & Finger, P.A., of which Thomas P. Sweeney, a director of the Corporation, is a member, Morris, Nichols, Arsht and Tunnell, of which Andrew B. Kirkpatrick, Jr., a director of the Corporation, is of counsel, and Potter, Anderson & Corroon, of which Charles S. Crompton, Jr., a director of the Corporation, is a member, rendered legal services to the Corporation. 21 28 AVAILABILITY OF FORM 10-K THE CORPORATION IS REQUIRED TO FILE AN ANNUAL REPORT ON FORM 10-K WITH THE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997. UPON RECEIPT OF A WRITTEN REQUEST FROM ANY PERSON WHOSE PROXY IS SOLICITED, THE CORPORATION WILL FURNISH A COPY OF THIS REPORT WITHOUT CHARGE. PLEASE ADDRESS YOUR REQUEST TO THOMAS P. COLLINS, VICE PRESIDENT AND SECRETARY, WILMINGTON TRUST CORPORATION, RODNEY SQUARE NORTH, 1100 NORTH MARKET STREET, WILMINGTON, DELAWARE 19890. PROPOSALS OF STOCKHOLDERS Under the Commission's rules, the date by which proposals of stockholders intended to be presented at the 1999 annual stockholders' meeting must be received by the Corporation for inclusion in its proxy statement and form of proxy relating to that meeting is January 20, 1999. Under the Corporation's Bylaws, certain procedures are provided which a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an annual stockholders' meeting. These procedures provide, generally, that stockholders desiring to make nominations for directors and/or to bring a proper subject of business before the meeting must do so by a written notice timely received by the Corporation's Secretary not later than (1) 60 days in advance of the meeting if the meeting is held on a day which is within 30 days preceding the anniversary of the previous year's annual stockholder's meeting, (2) 90 days in advance of the meeting if the meeting is held on or after the anniversary of the previous year's annual stockholders' meeting and (3) with respect to any other stockholders' meeting, by the close of business on the tenth day following the date of public disclosure of the date of that meeting. That notice must contain the name and address of the stockholder and a representation that the stockholder is a holder of record and intends to appear in person or by proxy at the meeting. If the notice relates to a nomination for director, it also must set forth the name and address of any nominee(s), all arrangement or understandings between the stockholder and each nominee, and any other person(s), naming such person(s), pursuant to which the nomination(s) are to be made, other information regarding each nominee as would have been required to be included in a proxy statement filed pursuant to the Commission's proxy rules if such nominee had been nominated by the Board of Directors, and the consent of each nominee to serve. Notice of an item of business must include a brief description of the proposed business and any material interest of the stockholder in that business. The chairman of the meeting may refuse to allow the transaction of any business not presented, or to acknowledge the nomination of any person not made, in compliance with the procedures described above. It is presently expected that the Corporation's 1999 annual stockholders' meeting will be held on May 20, 1999. In that event, any advance notice of nominations for directors and/or items of business (other than proposals intended to be included in the Corporation's proxy statement and form of proxy (which, as noted above, must be received by January 20, 1999), must be given by stockholders by March 22, 1999. However, the Corporation retains the right to change this date as it may determine in it sole discretion. Copies of the Corporation's Bylaws are available from the Secretary. OTHER MATTERS As of the date of this Proxy Statement, the Board of Directors does not know of any other matter to be brought before the stockholders at the Annual Meeting. If, however, any other matter not now known is properly brought before that meeting, the persons named in the accompanying proxy will vote the shares of the Corporation's common stock represented by all properly executed proxies on such matters in such manner as a majority of the Board of Directors may determine. By order of the Board of Directors. 22 29 WILMINGTON TRUST CORPORATION [LOGO] Rodney Square North PROXY WILMINGTON 1100 North Market Street TRUST Wilmington, DE 19890-0001 PROXY SOLICITED BY BOARD OF DIRECTORS OF WILMINGTON TRUST CORPORATION for Annual Stockholders' Meeting to be held at the Wilmington Trust Plaza, Mezzanine Level, 302 West Eleventh Street, Wilmington, Delaware, on May 21, 1998 at 11 A.M. The undersigned hereby appoints David R. Gibson and Thomas P. Collins and each of them as proxy to vote the common stock of the undersigned upon the nominees for director (Class of 2001: Charles S. Crompton, Jr., H. Stewart Dunn, Jr., Edward B. du Pont, R. Keith Elliott, Stacey J. Mobley and H. Rodney Sharp, III), upon the other items shown on the reverse side hereof which are described in the Proxy Statement and upon all other matters which may come before the 1998 Annual Stockholders' Meeting of Wilmington Trust Corporation and any adjournment or postponement thereof. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. Your shares cannot be voted by the proxies unless you sign and return this card. (Continued, and to be signed and dated on reverse side) 30 [LOGO] WILMINGTON TRUST To Our Stockholders, You are cordially invited to attend our Annual Stockholders' Meeting, to be held at the Wilmington Trust Plaza, Mezzanine Level, 301 West Eleventh Street, Wilmington, Delaware, at 11:00 A.M. on Thursday, May 21, 1998. At the Annual Meeting, we will review Wilmington Trust's performance and answer any questions you may have. The enclosed Proxy Statement provides you with more details about items that will be addressed at the Annual Meeting. After reviewing the Proxy Statement, please sign, date and indicate your vote for the items listed on the Proxy Card below and return it in the enclosed, postage-paid envelope whether or not you plan to attend the Annual Meeting. Thank you for your prompt response. Sincerely, Ted T. Cecala Chairman of the Board and Chief Executive Officer Wilmington Trust Corporation Rodney Square North 11 North Market Street Wilmington, DE 19890-0001 - Please detach here- - -------------------------------------------------------------------------------- (Continued from other side) /X/ Please mark votes as in this example. THE ITEMS SHOWN BELOW ARE DESCRIBED IN THE PROXY STATEMENT. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING BOARD OF DIRECTORS' PROPOSALS: 1. Election of Directors / / FOR / / WITHHELD FOR directors, except vote withheld from the following nominees: / / _________________________________________________________________ 2. Selection of Independent Accountants / / FOR / / AGAINST / / ABSTAIN THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2 IF NO CHOICE IS SPECIFIED. This proxy also delegates discretionary authority to vote with respect to all other matters which may properly come before the Annual meeting and any adjournment or postponement thereof. The undersigned hereby revokes all prior proxies for the 1988 Annual Stockholders' Meeting, and hereby acknowledges receipt of notice of that meeting and the Proxy Statement and Annual Report of Wilmington Trust Corporation furnished therewith. _____________________________________________ (Signature) (Date) _____________________________________________ (Signature) (Date) (If shares are registered in more than one name, all owners should sign. If signing in a fiduciary capacity, including as attorney-in- fact, administrator, executor, guardian, trustee, or in any other similar representative capacity, please give full title and attach evidence of authority. If a corporation, please sign with full corporate name by a duly authorized officer and affix the corporation's seal.) PLEASE COMPLETE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE. - Please detach here- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----