SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
EVANS BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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March 22, 2004
To Our Shareholders:
On behalf of the Board of Directors, I cordially invite you to attend
the 2004 Annual Meeting of Shareholders of Evans Bancorp, Inc. The Annual
Meeting this year will be held at Cradle Beach Camp, 8038 Old Lake Shore Road,
Angola, New York, on TUESDAY, APRIL 20, 2004 at 9:00 A.M. The formal Notice of
the Annual Meeting is set forth on the following page.
The enclosed Notice and Proxy Statement contain details concerning the
business to come before the 2004 Annual Meeting. The Board of Directors of Evans
Bancorp recommends a vote "FOR" the re- election of Phillip Brothman, David M.
Taylor, and Thomas H. Waring, Jr., as Directors for a three year term, and the
election of Mary Catherine Militello as a Director for a three year term. Mrs.
Militello has been nominated as a new Director.
TO VOTE:
The vote of each shareholder is important, regardless of whether or not
you attend the Annual Meeting. I urge you to sign, date, and return the enclosed
Proxy Card in the postage-paid envelope provided as promptly as possible. In
this way, you can be sure that your shares will be voted at the meeting. If you
are voting "FOR" the election of the nominated directors, you need only sign and
return the Proxy Card.
VOTING IS TABULATED BY AN INDEPENDENT FIRM; THEREFORE, TO ENSURE THAT
YOUR VOTE IS RECEIVED IN A TIMELY MANNER, PLEASE MAIL THE WHITE PROXY CARD IN
THE ENVELOPE PROVIDED - DO NOT RETURN THE PROXY CARD TO EVANS NATIONAL BANK.
TO ATTEND THE ANNUAL MEETING:
The Annual Meeting will include a continental breakfast. To ensure that
our reservation count will be accurate, if you plan to attend the meeting,
please complete the appropriate section on the white Proxy card and return it in
the postage-paid envelope provided - DO NOT RETURN THE PROXY CARD TO EVANS
NATIONAL BANK.
PLEASE NOTE THAT, DUE TO LIMITED SEATING, WE WILL NOT BE ABLE TO
ACCOMMODATE GUESTS OF OUR SHAREHOLDERS AT THE ANNUAL MEETING, AND MUST LIMIT
ATTENDANCE TO SHAREHOLDERS ONLY.
Thank you for your confidence and support.
Sincerely,
James Tilley
President and
Chief Executive Officer
EVANS BANCORP, INC.
14 - 16 North Main Street
Angola, New York 14006
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 2004
The Sixteenth Annual Meeting of Shareholders of Evans Bancorp, Inc., a
New York corporation (the "Company"), will be held on Tuesday, April 20, 2004 at
9:00 a.m. at Cradle Beach Camp, 8038 Old Lake Shore Road, Angola, New York, for
the following purposes:
(1) To elect four Directors of the Company, such
Directors to hold office for the term of three years
and until the election and qualification of their
successors.
(2) To act upon such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 8, 2004
as the record date for the determination of Shareholders entitled to notice of
and to vote at the Annual Meeting.
A copy of the Company's Annual Report to Shareholders and Annual Report
on Form 10-K for the Company's 2003 fiscal year are enclosed for your reference.
Please complete and return the enclosed proxy in the accompanying
postage-paid, addressed envelope as soon as you have an opportunity to review
the attached Proxy Statement.
By Order of the Board of Directors
James E. Biddle, Jr.
Secretary
Angola, New York
March 22, 2004
EVANS BANCORP, INC.
14 - 16 North Main Street
Angola, New York 14006
PROXY STATEMENT
Dated March 22, 2004
For the Annual Meeting of Shareholders
to be Held April 20, 2004
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of Evans Bancorp, Inc., a
New York corporation (the "Company"), in connection with the solicitation of
proxies for use at the Sixteenth Annual Meeting of Shareholders (the "Annual
Meeting") to be held at Cradle Beach Camp, 8038 Old Lake Shore Road, Angola, New
York, on TUESDAY, APRIL 20, 2004 at 9:00 A.M. and at any adjournments thereof.
The enclosed proxy is being solicited by the Board of Directors of the Company.
Shares of common stock represented by a proxy in the form enclosed, properly
executed, will be voted in the manner instructed, or if no instructions are
indicated, in favor of the election of the director nominees named therein. The
proxy given by the enclosed proxy card may be revoked at any time before it is
voted by delivering to the Secretary of the Company a written revocation or a
duly executed proxy bearing a later date or by attending the Annual Meeting and
voting in person. Any shareholder may vote in person at the Annual Meeting,
whether or not he or she has previously given a proxy.
This Proxy Statement and the enclosed proxy are first mailed to shareholders on
or about March 22, 2004.
VOTING SECURITIES
Only holders of shares of common stock of record at the close of business on
March 8, 2004 are entitled to notice of and to vote at the Annual Meeting and at
all adjournments thereof. At the close of business on March 8, 2004, the Company
had outstanding 2,476,227 shares of common stock. For all matters to be voted on
at the Annual Meeting, holders of common stock are entitled to one vote per
share. A majority of such shares, present in person or represented by proxy,
shall constitute a quorum for the transaction of business at the Annual Meeting.
Broker non-votes and abstentions will be counted as being present or represented
at the Annual Meeting for purposes of establishing a quorum.
Under the Company's By-Laws and the laws of the State of New York, directors of
the Company are elected by a plurality of the votes cast at the meeting by
holders of shares of common stock entitled to vote in the election. That means
the four director nominees will be elected if they receive more affirmative
votes than any other nominees. Any other matters that may come before the Annual
Meeting for consideration will be decided by a majority of the votes cast by the
holders of shares of common stock entitled to vote on such matters.
With regard to the election of directors, votes may be cast in favor or
withheld. Votes that are withheld will be excluded entirely from the vote and
will have no effect. Additionally, abstentions and broker non-votes will not
affect the outcome of the election, as they are not considered votes "cast".
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information known to the Company with respect to
beneficial ownership of the Company's common stock as of March 8, 2004 for (i)
each director and nominee, (ii) the Named Executive Officers identified in the
Summary Compensation Table below and (iii) all executive officers and directors
as a group. To the Company's knowledge, no person, other than William F.
Barrett, owns more than 5% of the total number of shares of common stock
outstanding.
Beneficial ownership is determined under the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Except as indicated in the footnotes to this table, the
persons named in the table below have sole voting and investment power with
respect to all shares of common stock beneficially owned. The number of shares
beneficially owned by each person as of March 8, 2004 includes shares of common
stock that such person has the right to acquire on or within 60 days after March
8, 2004 upon the exercise of options. For each individual included in the table
below, percentage ownership is calculated by dividing the number of shares
beneficially owned by such person by the sum of the 2,476,227 shares of common
stock outstanding on March 8, 2004 plus the number of shares of common stock
that such person or group has the right to acquire on or within 60 days after
March 8, 2004.
Name (and Address of Beneficial Number of Shares Total Percent
Owner Owning More Than 5%) Beneficially Owned of Class
------------------------------- ------------------ -------------
William F. Barrett (1) 214,606 8.66%
8685 Old Mill Run
Angola, NY 14006
Robert W. Allen (2) 42,982 1.74%
James E. Biddle, Jr. (3) 1,882 *
Phillip Brothman (4) 29,298 1.18%
LaVerne G. Hall (5) 71,805 2.90%
Mary Catherine Militello 450 *
Robert G. Miller, Jr. (6) 63,136 2.55%
John R. O'Brien (7) 1,525 *
David M. Taylor (8) 6,909 *
James Tilley (9) 1,227 *
Nancy W. Ware (10) 1,514 *
Thomas H. Waring, Jr. (11) 2,273 *
William R. Glass (12) 2,571 *
Mark DeBacker 897 *
------- -------
Directors, director nominees and executive 441,075 17.73%
officers as a group (14 persons)
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
* Represents less than 1.00% of the Company's common stock outstanding at March
8, 2004.
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(1) Includes 60,346 shares owned by Mr. Barrett's wife, and 1,000 shares
that Mr. Barrett may acquire by exercise of options available at March
8, 2004 or within 60 days thereafter.
(2) Includes 3,911 shares owned by Mr. Allen's wife, and 1,000 shares that
Mr. Allen may acquire by exercise of options available at March 8, 2004
or within 60 days thereafter.
(3) Includes 1,000 shares that Mr. Biddle may acquire by exercise of
options available at March 8, 2004 or within 60 days thereafter.
(4) Includes 2,250 shares owned by Mr. Brothman's wife, 1,290 shares owned
by Merrill Lynch as custodian for Phillip Brothman IRA account, and
2,500 shares that Mr. Brothman may acquire by exercise of options
available at March 8, 2004 or within 60 days thereafter.
(5) Includes 27,878 shares owned by Mr. Hall's wife, and 1,000 shares that
Mr. Hall may acquire by exercise of options available at March 8, 2004
or within 60 days thereafter.
(6) Includes 148 shares owned by Mr. Miller's son, as to which he disclaims
beneficial ownership, and 300 shares owned by Mr. Miller's daughter, as
to which he disclaims beneficial ownership.
(7) Includes 1,000 shares that Mr. O'Brien may acquire by exercise of
options available at March 8, 2004 or within 60 days thereafter.
(8) Includes 412 shares owned jointly by Mr. Taylor and his wife, and 1,000
shares that Mr. Taylor may acquire by exercise of options available at
March 8, 2004 or within 60 days thereafter.
(9) Includes 2 shares held by Mr. Tilley's wife, 13 shares held by Mr.
Tilley, as trustee, in trust for his grandson, and 106 shares owned
jointly by Mr. Tilley and his mother.
(10) Includes 1,000 shares that Mrs. Ware may acquire by exercise of options
available at March 8, 2004 or within 60 days thereafter.
(11) Includes 1,500 shares that Mr. Waring may acquire by exercise of
options available at March 8, 2004 or within 60 days thereafter.
(12) Includes 2,373 shares held jointly by Mr. Glass and his wife.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than ten
percent of the Company's common stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company
and written representations from the Company's executive officers and directors,
the Company believes that during fiscal 2003 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with by such persons, except that
Messrs. Allen, Barrett, Biddle, Brothman, Hall, O'Brien, Taylor and Waring and
Mrs. Ware did not file a report on the grant of stock options issued April 22,
2003 until March 10, 2004, and Messrs. Tilley, Glass, DeBacker and Miller did
not file a report on the grant of stock options issued August 19, 2003 until
March 10, 2004.
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PROPOSAL 1.
ELECTION OF DIRECTORS
It is intended that proxies solicited by the Board of Directors will, unless
otherwise directed, be voted "For" the director nominees: Phillip Brothman,
David M. Taylor, Thomas H. Waring, Jr. and Mary Catherine Militello, each for a
term of three years.
Messrs. Brothman, Taylor and Waring are currently members of the Board.
Messrs. Brothman, Taylor, Waring and Mrs. Militello, if elected as directors,
will hold office for three years until the Annual Meeting of Shareholders in
2007 and until their successors are duly elected and qualified. The Board of
Directors has no reason to believe that any nominee would be unable or unwilling
to serve, if elected. In the event that any nominee for director becomes
unavailable and a vacancy exists, it is intended that the Nominating Committee
of the Board of Directors may recommend a substitute who will be approved by the
remaining Independent Directors.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE
NOMINEES OF THE BOARD OF DIRECTORS.
INFORMATION REGARDING DIRECTORS, DIRECTOR NOMINEES
AND NAMED EXECUTIVE OFFICERS
The following tables set forth the names, ages, and positions of the director
nominees, the directors continuing in office, and the executive officers of the
Company.
Nominees for Directors:
TERM
NAME AGE POSITION EXPIRES INDEPENDENT *
---- --- -------- ------- -----------
Phillip Brothman 66 Chairman of the Board, 2004 Yes
Director
Mary Catherine Militello * 46 Director Nominee -- Yes
David M. Taylor 53 Director 2004 Yes
Thomas H. Waring, Jr. 46 Vice Chairman of the Board, 2004 Yes
Director
* Mary Catherine Militello was recommended for nomination by a non-management
director.
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Directors and Named Executive Officers:
TERM
NAME AGE POSITION EXPIRES INDEPENDENT*
---- --- -------- ------- -----------
Robert W. Allen 78 Director 2005 No
William F. Barrett 62 Director 2005 Yes
James E. Biddle, Jr. 42 Director and Secretary of the 2005 Yes
Company
LaVerne G. Hall 66 Director 2006 Yes
Robert G. Miller, Jr. 47 Director 2006 No
President, M&W Agency, Inc.
President, ENB Associates Inc.
John R. O'Brien 54 Director 2006 Yes
James Tilley 62 Director 2006 No
President and Chief Executive
Officer of the Company
President and Chief Executive
Officer of Evans National Bank
Nancy W. Ware 47 Director 2005 Yes
William R. Glass 57 Assistant Secretary of the -- No
Company
Senior Vice President of Evans
National Bank
Mark DeBacker 33 Treasurer of the Company -- No
Senior Vice President and
Chief Financial Officer of
Evans National Bank
--------------------------
* Independence has been determined by the Company's Board of Directors as
defined in Nasdaq Rule 4200.
Each director is elected to hold office for a three year term and until his or
her successor is elected and qualified.
Directors, Director Nominee and Executive Officer Information:
Set forth below is biographical and other information, as of March 8, 2004,
about (1) the persons who will make up the Board of Directors following the
meeting, assuming election of the nominees named above, and (2) the executive
officers of the Company.
Mr. Allen has been a director of the Company since 1960. He served as
the Executive Vice President of Evans National Bank until his retirement in
1988.
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Mr. Barrett has been a director of the Company since 1971. He has been
retired since 1997. Prior to his retirement, Mr. Barrett served as President of
Carl E. Barrett, Ltd., an insurance agency. He has been a property developer and
real estate manager since 1986.
Mr. Biddle has been a director of the Company since 2001. He serves as
the Chairman and Treasurer of Mader Construction Co., Inc., and has held that
position since 2001. Mr. Biddle has served as Treasurer of Mader Services, Inc.
since 1998. In addition, he serves as the Vice President and Treasurer of Arric
Corp., an environmental remediation company.
Mr. Brothman has been a director of the Company since 1976. He was a
partner in the law firm of Hurst Brothman & Yusick from January 1969 until
February 1, 2004 when Hurst Brothman & Yusick merged with Harris Beach LLP. Mr.
Brothman is currently a partner in the law firm of Harris Beach LLP. He was
elected Chairman of the Board by the Board of Directors in January 2001.
Mr. Hall has been a director of the Company since 1981. He has been
retired since 1997. Prior to his retirement, Mr. Hall served as the Chairman of
L.G. Hall Building Contractors, Inc., a construction company.
Mrs. Militello has been nominated by the Board of Directors to be
elected as a director of the Company. She is the owner of Militello Marketing,
and has been the owner since 1999.
Mr. Miller has been a director of the Company since 2001. He serves as
the President of M&W Agency, Inc. and ENB Associates, Inc., subsidiaries of
Evans National Bank. From January 1, 1994 to September 1, 2000, he was the
President of M&W Group, Inc., an insurance agency.
Mr. O'Brien has been a director of the Company since 2003. He serves as
the Executive Director of Financial Administration for the Diocese of Buffalo,
and has held that position since 1991.
Mr. Taylor has been a director of the Company since 1986. He serves as
the President of Concord Nurseries, Inc., and has held that position since 1985.
Mr. Tilley has been a director of the Company since 2001. Mr. Tilley
also serves as the President and Chief Executive Officer of the Company and as
President and Chief Executive Officer of Evans National Bank (the "Bank"),
positions that he has held since 2001. From January 1988 until January 2001, Mr.
Tilley served as the Senior Vice President of the Bank.
Mrs. Ware has been a director of the Company since 2003. She is the
President of EduKids, Inc., Early Childhood Centers, and has held that position
since 1989.
Mr. Waring has been a director of the Company since 1998. He is the
owner of Waring Financial Group, an insurance and financial services firm, and
has been the owner since 1996.
Mr. Glass is the Assistant Secretary of the Company and also serves as
Senior Vice President of the Bank. He has held the position of Senior Vice
President since 1994. Mr. Glass acted as Treasurer of the Company from 1994 to
April 2003. Mr. Glass has served as Assistant Secretary of the Company since
April 2003.
Mr. DeBacker is the Treasurer of the Company and Senior Vice President
and Chief Financial Officer of the Bank. Mr. DeBacker has been Treasurer of the
Company since April 2003. He has held the position of Senior Vice President and
Chief Financial Officer of the Bank since January 2002. From May 2001 through
January 2002, he held the position of Vice President and Chief Financial Officer
of the Bank.
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From June 1999 through May 2001, Mr. DeBacker was Director of Finance and Chief
Financial Officer of Niagara Falls Memorial Medical Center, a hospital and
health care facility. Prior to June 1999, Mr. DeBacker served as Director of
Financial Reporting and Accounting for ViaHealth, a consolidated health care
services company.
Policy for Director Attendance at Annual Meeting
It is the policy of the Company that all Directors be present at the Annual
Meeting, barring unforeseen or extenuating circumstances. All Directors, with
the exception of Mr. Barrett, who was excused, were present at the Company's
2003 Annual Meeting.
Shareholder Communications with the Board of Directors
Shareholders and other parties interested in communicating directly with the
Company's Board of Directors may do so by writing to Evans Bancorp, Inc. Board
of Directors, 14-16 North Main Street, Angola, NY 14006. Under this process all
such shareholder correspondence is received, compiled and summarized by the
Executive Assistant to the President and Chief Executive Officer of the Company
and presented to the Board of Directors. Concerns relating to accounting,
internal controls or auditing matters are handled in accordance with procedures
established by the Audit Committee. These procedures are available on the
Company's Investor Relations - Corporate Governance website
(www.evanbancorp.com).
Code of Conduct for Chief Executive Officer and Principal Financial Officer
The Company has a Chief Executive Officer/Treasurer Code of Ethics, which is
applicable to the Company's principal executive officer and principal financial
and accounting officer. The Chief Executive Officer/Treasurer Code of Ethics is
available on the Company's Investor Relations - Corporate Governance website
(www.evansbancorp.com). The Company intends to post amendments to or waivers
from its Code of Ethics at this location on its website.
BOARD OF DIRECTOR COMMITTEES
The Company's Board of Directors has six standing committees: the Planning
Committee, the Audit Committee, the Insurance Committee, the Human Resource
Committee, the Nominating Committee and the Stock Option and Long-Term Incentive
Plan Committee. The members of each committee have been nominated by the
Chairman of the Board of Directors and approved by the full Board. The names of
the members of each committee, together with a brief description of each
committee's function, is set forth below.
Planning Committee:
LaVerne G. Hall, Chairman William F. Barrett Phillip Brothman
Robert G. Miller, Jr. James Tilley Nancy W. Ware
Thomas H. Waring, Jr.
The Planning Committee met once in fiscal 2003. The Planning Committee is
responsible for reviewing the strategic plan of the Company and actions taken to
achieve objectives set forth in the plan.
Audit Committee:
David M. Taylor, Chairman James E. Biddle, Jr. John R. O'Brien
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The Audit Committee met eight times in fiscal 2003. The Audit Committee is
responsible for reviewing the financial information which will be provided to
shareholders and others, overseeing the systems of internal controls which
management and the Board of Directors have established, selecting and monitoring
the performance of the Company's independent auditors, and overseeing the
Company's audit and financial reporting processes. The Board of Directors has
determined that John R. O'Brien and James E. Biddle, Jr. each qualify as an
"audit committee financial expert" as defined in Item 401(h) of Regulation S-K.
The Board of Directors has determined that each of Mr. O'Brien, Mr. Biddle and
the other members of the Audit Committee is an "independent director" as defined
in Nasdaq Rule 4200.
Insurance Committee:
William F. Barrett, Chairman Robert W. Allen Phillip Brothman
Robert G. Miller, Jr. James Tilley
The Insurance Committee met once in fiscal 2003. This committee reviews the
levels of coverage of insurance policies of the Company and monitors costs
associated therewith.
Human Resource Committee:
Thomas H. Waring, Jr., Chairman William F. Barrett Phillip Brothman
LaVerne G. Hall Nancy W. Ware
The Human Resource Committee met twice in fiscal 2003. The Human Resource
Committee performs compensation committee functions. Its purpose is to review
management's recommendations relating to job classifications, salary ranges,
annual merit increases and fringe benefits. The Human Resource Committee also
establishes the compensation levels of the Named Executive Officers of the
Company.
Stock Option and Long-Term Incentive Plan Committee:
William F. Barrett, Chairman LaVerne G. Hall
The Stock Option and Long-Term Incentive Plan Committee met four times during
fiscal 2003. Its purpose is to determine the terms and provisions of awards to
eligible persons under the Evans Bancorp, Inc. 1999 Stock Option and Long-Term
Incentive Plan (as amended and restated as of January 27, 2003) ( the "Plan").
This committee also may interpret the Plan, prescribe, amend and rescind rules
and regulations relating to it and make such other determinations as it deems
necessary and advisable for the administration of the Plan.
Nominating Committee:
James E. Biddle, Jr. Phillip Brothman Nancy W. Ware
The Nominating Committee met twice in fiscal 2003. The Board of Directors has
determined that each of the members of the Nominating Committee is an
"independent director," as defined in Nasdaq Rule 4200. This committee
identifies and recommends qualified individuals for election to the Board of
Directors, filling either unexpired or new three year terms. A slate of
directors for election by the shareholders is recommended by the Nominating
Committee to the full Board annually, or as necessary. The Nominating Committee
also oversees matters related to governance of the Company.
The Board of Directors has adopted a Nominating Committee Charter which appears
in Appendix A to this Proxy Statement. The Nominating Committee will consider
whether to nominate any person recommended by a shareholder pursuant to the
provisions of the Company's By-Laws. In accordance with the Company's
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By-Laws, shareholder nominations for directors to be elected at an Annual
Meeting of shareholders must be submitted to the Secretary of the Company in
writing not less than 14 days nor more than 50 days immediately preceding the
date of the Annual Meeting. If less than 21 days notice of the Annual Meeting is
given to shareholders, nominations shall be mailed or delivered to the Secretary
of the Company not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed. Such notification shall
contain the following information to the extent known by the notifying
shareholder: (a) name and address of each proposed nominee; (b) the principal
occupation of each proposed nominee; (c) the total number of shares of common
stock of the Company that will be voted for each proposed nominee; (d) the name
and residence address of the notifying shareholder; and (e) the number of shares
of common stock of the Company owned by the notifying shareholder. Additionally,
the Company's By-Laws require that, in order to serve as a director of the
Company, an individual must own at least $10,000 aggregate market value of the
Company's common stock and must be less than 70 years of age. Nominations not
made in accordance with the By-Laws of the Company may be disregarded by the
presiding officer of the meeting, in his/her discretion, and upon his/her
instruction, the vote tellers may disregard all votes cast for each such
nominee. However, in the event that any such nominee is nominated by more than
one shareholder, the nomination shall be honored, and all votes cast in favor of
such nominee shall be counted if at least one nomination for that person
complies with the provisions of the By-Laws of the Company.
Other factors that the Nominating Committee considers in its evaluation of
prospective director candidates are an individual's independence, skills and
experience relative to the needs of the Company. The process whereby the
Nominating Committee identifies candidates varies from identification of
individuals well- known in the community in which the Company operates and
individuals known by current directors or officers through business or other
professional relationships, to recommendations of individuals from shareholders
and customers. Nominees meet personally with the members of the Nominating
Committee and are interviewed to determine their independence, skills and
experience relative to the needs of the Company. There is no difference in the
nominee evaluation process if the candidate is nominated by a shareholder or
otherwise.
Attendance at Board of Directors and Committee Meetings
The Company's Board of Directors met seven times during fiscal 2003. The Bank's
Board of Directors met twelve times during fiscal 2003. Each incumbent director
attended at least 75% of: (1) the aggregate of all meetings of the Board of
Directors and (2) all meetings held by the Committees of the Board of Directors
of which they were members.
COMPENSATION OF DIRECTORS
During fiscal 2003, non-employee members of the Board of Directors were
compensated at the rate of $1,000 per meeting of the Bank's Board of Directors,
with Mr. Biddle, who also serves as Secretary of the Company and of the Bank,
receiving $1,150 per meeting of the Bank's Board of Directors. The directors are
not compensated additionally for meetings of the Company's Board of Directors.
Non-employee directors were compensated at a rate of $300 per committee meeting
of the Company's Board of Directors and the Bank's Board of Directors. The
chairperson of each committee was compensated at a rate of $450 per meeting.
Total directors' fees during 2003 amounted to $175,465 (including Company and
Bank committee fees of $29,650). In addition to director meeting fees, Mr.
Brothman received $38,500 in 2003 for serving as the Chairman of the Board of
Directors of the Company and of the Bank. Mr. Brothman does not receive
committee meeting fees. In addition to directors' fees, directors received an
economic benefit from endorsement split dollar life insurance policies in the
aggregate amount of $11,804 during 2003. Mr. Brothman and the other non-employee
Directors also received director options pursuant to the Evans Bancorp, Inc.
1999 Stock Option and Long-Term Incentive Plan, as amended. Messrs. Allen,
Barrett, Biddle, Hall, O'Brien, Taylor and Mrs. Ware each were granted options
to purchase 1,000 shares of the Company's
9
common stock. Mr. Brothman, in his role as Chairman of the Board of Directors of
the Company and of the Bank, and Mr. Waring, in his role as Vice Chairman of the
Board of Directors of the Company and of the Bank, were granted options to
purchase 2,500 shares and 1,500 shares, respectively, of the Company's common
stock.
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned by the Chief Executive
Officer and the three other most highly compensated executive officers who were
serving as executive officers at the end of fiscal 2003 (the "Named Executive
Officers") for services rendered in all capacities to the Company and its
subsidiaries for each of the last three fiscal years. The Company has not
granted restricted stock or stock appreciation rights to any of the persons
listed below during the past three fiscal years.
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------ ------------
NAME OF AND PRINCIPAL ALL OTHER
POSITION YEAR SALARY BONUS AWARDS (1) COMPENSATION (2)
-------- ---- ------ ----- ------------- ----------------
STOCK OPTION
(SHARES)
------
James Tilley 2003 $197,461 $25,000 2,500 $ 6,222
President & Chief Executive Officer, 2002 $172,692 $23,000 -0- $ 5,830
Evans Bancorp, Inc. 2001 $143,301 $15,000 -0- $ 4,414
President & Chief Executive Officer,
Evans National Bank
William R. Glass 2003 $147,243 $20,000 2,000 $ 4,083
Assistant Secretary, Evans Bancorp, Inc. 2002 $132,500 $18,000 -0- $ 3,765
Senior Vice President, 2001 $124,264 $15,000 -0- $ 3,517
Evans National Bank
Mark DeBacker 2003 $107,234 $15,000 2,000 $ 2,260
Treasurer, Evans Bancorp, Inc. 2002 $ 99,615 $11,000 -0- $ 1,221
Senior Vice President & Chief Financial 2001 $ 53,711 $ 0 -0- $ 67
Officer, Evans National Bank
Robert G. Miller, Jr. 2003 $181,115 $35,283 2,000 $ 4,275
President, 2002 $170,886 $68,293 -0- $ 4,412
M&W Agency, Inc. 2001 $161,569 $25,000 -0- $ 3,683
ENB Associates, Inc.
(1) None of the options held by the Named Executive Officers are currently
exercisable. However, at the end of fiscal 2003, they were "in the
money" options. Mr. Tilley's options vest over a 3 year time period and
Messrs. Glass, DeBacker and Miller's options vest over a 9 year time
period. The value of each of the Named Executive Officer options on
December 31, 2003 was: Mr. Tilley, $2,850 and Messrs. Glass, DeBacker
and Miller, $2,280 each. The value of the unexercised options is based
on the closing price of the Company's common stock on December 31, 2003
of $23.42.
(2) The amounts shown include (i) contributions by the Bank to the Employee
Savings Plan on behalf of Mr. Tilley of $3,846, $3,454, and $2,866 in
fiscal 2003, 2002, and 2001, respectively and (ii) $2,376, 2,376, and
$1,548, respectively in fiscal 2003, 2002, and 2001 in economic benefit
of endorsement split dollar life insurance policies and imputed
interest on group term life insurance premiums paid by the Bank.
10
The amounts shown include (i) contributions by the Bank to the Employee
Savings Plan on behalf of Mr. Glass of $2,900, $2,650, and $2,485 in
fiscal 2003, 2002, and 2001, respectively and (ii) $1,183, $1,115, and
$1,032, respectively in fiscal 2003, 2002, and 2001 in economic benefit
of endorsement split dollar life insurance policies and imputed
interest on group term life insurance premiums paid by the Bank.
The amounts shown include (i) contributions by the Bank to the Employee
Savings Plan on behalf of Mr. DeBacker of $2,103, $1,077, and $0 in
fiscal 2003, 2002, and 2001, respectively and (ii) $157, $144, and $67,
respectively in fiscal 2003, 2002, and 2001 in economic benefit of
endorsement split dollar life insurance policies and imputed interest
on group term life insurance premiums paid by the Bank.
The amounts shown include (i) contributions by the Bank to the Employee
Savings Plan on behalf of Mr. Miller of $3,656, $3,908, and $3,231 in
fiscal 2003, 2002, and 2001, respectively and (ii) $619, $504, and
$452, respectively in fiscal 2003, 2002, and 2001 in economic benefit
of endorsement split dollar life insurance policies and imputed
interest on group term life insurance premiums paid by the Bank.
Option Grants in Last Fiscal Year
Grant Date
Individual Grants Value
----------------- -----
Number of Securities % of Total Options
Underlying Options Granted to Employees Exercise Price Grant Date
Name Granted (#) in Fiscal Year ($/share) Expiration Date Present Value ($)
---- ----------- -------------- --------- --------------- -----------------
James Tilley 2,500 16.1% $22.28 April 18, 2013 $ 9,818 (1)
William R. Glass 2,000 12.9% $22.28 April 18, 2013 $14,046 (2)
Mark DeBacker 2,000 12.9% $22.28 April 18, 2013 $14,046 (2)
Robert G. Miller, Jr. 2,000 12.9% $22.28 April 18, 2013 $14,046 (2)
(1) Grant date present value is determined by use of the Black-Scholes
option pricing model with the following assumptions for Mr. Tilley:
expected volatility of 28.83%, risk-free discount rate of 1.98%,
dividend yield of 2.73%, and 3 year exercise period.
(2) Grant date present value is determined by use of the Black-Scholes
option pricing model with the following assumptions for Messrs. Glass,
DeBacker, and Miller: expected volatility of 28.83%, risk- free
discount rate of 4.00%, dividend yield of 2.73%, and 10 year exercise
period.
No options were exercised in fiscal 2003.
Defined Benefit Pension Plan
The Bank maintains a defined benefit pension plan for all eligible employees,
including employees of its subsidiaries. An employee becomes vested in a pension
benefit after five years of service. Upon retirement at age 65, vested
participants are entitled to receive a monthly benefit. The following table
indicates the annual retirement benefit that would be payable from the Bank's
Defined Benefit Pension Plan under the amended benefit formula upon retirement
at age 65 in fiscal year 2003, expressed in the form of a single life annuity
for the average annual earnings and years of credited service.
11
Years of Service at Normal Retirement
Final Average
Compensation 10 20 30 40
------------- -- -- -- --
$ 30,000 $ 3,000 $ 6,000 $ 9,000 $ 9,000
$ 50,000 $ 5,000 $10,000 $15,000 $15,000
$ 100,000 $10,000 $20,000 $30,000 $30,000
$ 150,000 $15,000 $30,000 $45,000 $45,000
$ 205,000 $20,500 $41,000 $61,500 $61,500
Pension Benefit Formula: 1% of compensation times years of service (max 30)
Prior to a May 1, 1994 amendment to the plan, the monthly benefit under the
pension plan was 3% of average monthly compensation multiplied by years of
service up to a maximum of fifteen years of service. In 1994, the pension plan
was amended to change the benefit to 1% of average monthly compensation
multiplied by years of service up to a maximum of thirty years of service.
However, the benefits already accrued by employees prior to this amendment were
not reduced by the amendment. Messrs. Tilley, Glass, DeBacker and Miller are
participants in the pension plan, and as of December 31, 2003, Mr. Tilley had
fourteen years of credited service and his average annual compensation under the
plan was $164,862; Mr. Glass had ten years of credited service and his average
annual compensation under the plan was $139,492; Mr. DeBacker had two years of
credited service and his average annual compensation under the plan was $90,468;
and Mr. Miller had three years of credit service and his average annual
compensation under the plan was $161,958.
Employment Agreements
Messrs. Tilley, Glass, and DeBacker have each entered into an Employment
Agreement with the Bank which runs through December 31, 2008. Each Employment
Agreement provides that salary will be set annually by the Board of Directors of
the Bank. If the Bank terminates the Employment Agreement without cause, the
Bank is obligated to continue to pay base salary for the longer of three months
or the remainder of the term of the Employment Agreement.
Mr. Miller has entered into an Employment Agreement with M&W Agency, Inc. which
runs through December 31, 2005. The Employment Agreement provides that he
receive an annual salary of $150,000, subject to increases as may be approved
from time to time by the Board of Directors of the Bank, plus a bonus based upon
the earnings before interest and taxes of M&W Agency, Inc. in excess of specific
target amounts, up to $100,000 annually. If M&W Agency, Inc. terminates the
Employment Agreement without cause, it is obligated to pay his salary, plus
benefits, for the longer of three months or the remainder of the term of the
Employment Agreement.
Supplemental Executive Retirement Plans
The Bank maintains Supplemental Executive Retirement Plans (SERPs) with Messrs.
Tilley, Glass and Miller. During fiscal 2003, the Bank amended its existing
SERPs with Messrs. Tilley and Glass and executed a SERP with Mr. Miller. Under
the SERPs, as amended, each of Messrs. Tilley, Glass and Miller is entitled to
an annual benefit payment equal to 70% of his final average earnings, currently
defined as the highest average of five consecutive years out of the last ten
worked, reduced by 50% of his annual Social Security benefit, the amount of his
annual benefit under the Pension Plan, and the value of his annual benefit
12
attributable to employer matching contributions to the Company's 401(k) Plan, at
or after attaining age 65. There are provisions for early retirement benefits
after attaining age 60. Upon a participant's entitlement to a benefit under the
SERP, his benefit shall be paid in the form of (i) a single life annuity with 15
payments guaranteed or (ii) a lump sum which is actuarially equivalent to the
annuity form of payment in (i). The SERP also allows for designated beneficiary
payment of such benefit. The Bank has purchased life insurance policies on
Messrs. Tilley, Glass and Miller to assist in funding its obligations under
their SERPs.
Employee Savings Plan
The Bank also maintains a 401(k) salary deferral plan to assist employees,
including employees of its subsidiaries, in saving for retirement.
All employees are eligible to participate on the first of the month following
date of hire. Eligible employees can contribute up to the maximum amount
allowable under the Internal Revenue Code ($12,000 in 2003). After one year of
service, an automatic 1% of base pay contribution is made by the Bank and in
addition, the Bank makes a matching contribution at a rate of 25% of the first
4% contributed by a participant. Participants are always 100% vested in their
own contributions and the Bank's matching contribution is also 100% vested.
Individual account earnings will depend on the performance of the investment
funds in which the participant invests. Specific guidelines govern adjustments
to contribution levels, investment decisions and withdrawals from the plan. The
benefit is paid as an annuity unless the employee elects one of the optional
forms of payment available under the plan. See "Summary Compensation Table" for
a summary of the amounts contributed by the Bank to this Plan for the benefit of
Messrs. Tilley, Glass, DeBacker and Miller.
Deferred Compensation Plan
The Company established a non-qualified deferred compensation plan during 2003
whereby certain officers and directors may elect to defer 1% to 100% of their
compensation until retirement or termination of service. The Company credits
such deferrals at a rate determined at the beginning of each plan year, which is
based on the prime rate then in effect. No amounts credited under the Deferred
Compensation Plan have been reported for the Named Executive Officers in the
"Summary Compensation Table" since the interest credited did not exceed 120% of
the applicable federal long-term rate.
Executive Life Insurance Plan
The Company established a split-dollar benefit to certain officers and directors
connected to a bank-owned life insurance purchase during 2003. This benefit
carries with officers and directors post-retirement. See "Summary Compensation
Table" for a summary of the economic benefit received by Messrs. Tilley, Glass,
DeBacker and Miller.
13
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2003 with respect
to compensation plans under which the Company's equity securities are authorized
for issuance.
Number of Securities
Remaining Available for
Future Issuance Under
Number of Securities to Weighted-Average Equity Compensation
be Issued upon Exercise Exercise Price of Plans (Excluding
of Outstanding Options, Outstanding Options, Securities Reflected in
Plan Category Warrants and Rights Warrants and Rights Column (a))
------------- ------------------- ------------------- -----------
(a) (b) (c)
Equity Compensation Plans
Approved by Security Holders 26,500 $ 22.55 323,882
Equity Compensation Plans Not
Approved by Security Holders -- -- N/A
------ ------- -------
Total 26,500 $ 22.55 323,882
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Human Resource Committee of the Board of Directors serves as the Company's
Compensation Committee. The members of the Human Resource Committee are: William
F. Barrett, Phillip Brothman, LaVerne G. Hall, Nancy W. Ware and Thomas H.
Waring, Jr. None of the members of the Human Resource Committee is or has been
an officer or employee of the Company other than Mr. Brothman, who serves as
Chairman of the Board. Mr. Brothman has also been a partner of the law firm of
Hurst Brothman & Yusick, which, prior to February 2004, served as general
counsel to the Company and received legal fees in exchange for such services,
and is currently a partner of the law firm of Harris Beach LLP, which serves as
general counsel to the Company and receives legal fees in exchange for such
services. Mr. Waring, owner of Waring Financial Group, receives commissions on
certain life insurance premiums paid by the Company. See "Certain Transactions."
There are no Human Resource Committee Interlocks required to be disclosed in
this Proxy Statement.
HUMAN RESOURCE COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Human Resource Committee has the responsibility of reviewing the overall
compensation policies for the employees of the Bank and also establishes the
compensation of Messrs. Tilley, Glass, and DeBacker, the Named Executive
Officers. Mr. Miller's compensation was negotiated and approved at the time the
Company acquired the business and assets of M&W Group, Inc.
The Human Resource Committee uses a base salary/hourly rate and a bonus program
to determine the compensation of the Named Executive Officers, as well as the
employees of the Bank.
The Human Resource Committee uses a system of salary grades and corresponding
salary ranges to set base salary/hourly rates. Positions are assigned a salary
grade on the basis of job descriptions and comparisons
14
to benchmark positions in the industry. Annually, the Human Resource Committee
participates in a number of salary surveys provided by or endorsed by various
bank trade association groups. The surveys summarize compensation information on
a national, regional and local basis, with data furnished based upon bank asset
size and geographic region. In January of each year, management presents
recommendations to the Human Resource Committee to adjust the salary ranges of
employees based upon this information, as well as recommended salary adjustments
for the employees of the Bank. Compensation recommendations are determined based
upon individual job performance, experience, and position within the salary
range. Mr. Tilley, as the President and Chief Executive Officer of the Bank,
makes recommendations for the compensation levels of the Senior Vice-President
of the Bank, Mr. Glass, the Senior Vice President/Chief Financial Officer of the
Bank, Mr. DeBacker, and the President of M&W Agency, Inc. and ENB Associates
Inc., Mr. Miller. The Human Resource Committee develops recommendations for Mr.
Tilley's salary based upon the same approach.
Also, in January of each year, the Human Resource Committee establishes a bonus
pool for the Bank's employees based upon the financial performance of the Bank
for the previous year, including such factors as the operating results compared
to the operating budget, net income, the return on average assets, the return on
average equity and the earnings per share, growth in loans, and growth in
deposits. The Human Resource Committee then determines what amount of the bonus
pool will be paid to each of Mr. Tilley and the Senior Vice Presidents, Mr.
Glass and Mr. DeBacker, based upon its evaluation of each person's performance
and contributions to the financial results of the Bank for the prior year. The
Bank management then allocates the remainder of the bonus pool among other
employees of the Bank based upon management's evaluation of individual job
performance and contributions to the Bank.
Human Resource Committee
Thomas H. Waring, Jr., Chairman LaVerne G. Hall
William F. Barrett Nancy W. Ware
Phillip Brothman
The information contained in this report shall not be deemed to be "soliciting
material" or "filed" or incorporated by reference in future filings with the
SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act
of 1934, except to the extent that the Company specifically incorporate it by
reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Phillip Brothman is a partner of the law firm of Harris Beach LLP, with
which his predecessor firm, Hurst Brothman & Yusick, merged in February 2004.
Harris Beach LLP serves as general counsel to the Company and receives legal
fees from the Company in exchange for such services. Prior to February 2004,
Hurst Brothman & Yusick served as general counsel to the Company and received
legal fees in exchange for such services.
The Bank has had, and in the future expects to have, banking and fiduciary
transactions with Directors and Executive Officers of the Company and some of
their affiliates. All such transactions have been in the ordinary course of
business and on substantially the same terms (including interest rates and
collateral on loans) as those prevailing at the time for comparable transactions
with unrelated third parties, and do not involve more than a normal risk of
collectibility or present other unfavorable features.
In fiscal 2003, the Bank paid approximately $164,700 in life insurance premiums
to Massachusetts Mutual Insurance Company. Thomas H. Waring, Jr. acted as
insurance agent for Massachusetts Mutual in this transaction and received
approximately $6,700 in renewal commissions on such premium payments. The
15
Bank expects that in 2004 premium payments will be made to Massachusetts Mutual
and Mr. Waring will receive a similar level of renewal commissions.
M&W Agency, Inc., a subsidiary of the Bank, leases certain of its offices from
Millpine Enterprises, a partnership of Robert G. Miller, Jr., his father, and
his brother. The total amount of payments in fiscal 2003 were $42,024.
PERFORMANCE GRAPH
The following Performance Graph compares the Company's cumulative total
stockholder return on its common stock for a five-year period (December 31, 1998
to December 31, 2003) with the cumulative total return of the Nasdaq Composite
Index and Nasdaq Bank Index. During fiscal 2003, the Company changed the indexes
presented for comparative purposes. The Company believes the new indexes provide
investors with more meaningful comparative information relative to the
performance of the Company's common stock because the indexes include companies
of more comparable size and trading exchange with Evans Bancorp. The indexes
which have been replaced are reported below for comparative purposes. The
Company's common stock began trading on the Nasdaq National Market on July 9,
2001. Prior to that date, the Company's common stock was not traded on an
exchange, and the price information used is based upon stock prices in private
transactions as disclosed to the Company for the periods indicated. The
comparison for each of the periods assumes that $100 was invested on December
31, 1998 in each of the Company's common stock, the stocks included in the
Nasdaq Composite Index and the stocks included in the Nasdaq Bank Index, and
that all dividends were reinvested without commissions. The Company data gives
effect to all stock splits and stock dividends, including the most recent stock
dividend paid to shareholders on December 1, 2003. This table does not forecast
future performance of the Company's common stock.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG EVANS BANCORP, INC.,
NASDAQ MARKET INDEX AND NASDAQ BANK INDEX
[BAR CHART]
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
S BANCOR 100.00 105.52 106.69 54.88 73.14 79.25
SDAQ BAN 100.00 94.18 105.44 115.03 117.06 149.99
Q MARKET 100.00 176.37 110.86 88.37 61.64 92.68
16
Period Ended
------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
----- -------- -------- -------- -------- -------- --------
Evans Bancorp, Inc. $ 100.00 $105.52 $106.69 $ 54.88 $ 73.14 $ 79.25
Nasdaq Composite Index $ 100.00 $176.37 $110.86 $ 88.37 $ 61.64 $ 92.68
Nasdaq Bank Index $ 100.00 $ 94.18 $105.44 $115.03 $117.06 $149.99
Comparative Indexes used in fiscal 2002:
Period Ended
------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
----- -------- -------- -------- -------- -------- --------
S&P 500 Index $100.00 $ 121.04 $ 110.02 $ 96.95 $ 75.52 $ 97.18
S&P Group Index $100.00 $ 86.20 $ 102.63 $102.65 $101.60 $134.20
The information contained in the Performance Graph shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporate it by reference into a document filed under the Securities Act of
1933 or the Securities Exchange Act of 1934.
AUDIT COMMITTEE REPORT
The information contained in this Audit Committee Report shall not be deemed to
be "soliciting material" or "filed" or incorporated by reference in future
filings with the SEC, or subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates it by reference into a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
The charter of the Audit Committee of the Board of Directors, as revised in
January 2004, specifies that the purpose of the Committee is to assist the Board
of Directors in:
- overseeing and ensuring the integrity of the Company's financial
statements,
- overseeing the Company's compliance with legal and regulatory
requirements,
- overseeing the independent auditor's qualifications and independence,
- overseeing the performance of the Company's internal audit function,
and
- overseeing the Company's system of disclosure controls and system of
internal controls regarding finance, accounting, legal compliance, and
ethics that management and the Board have established.
The full text of the Audit Committee's revised charter is attached to this proxy
statement as Appendix B.
The Audit Committee has reviewed and discussed with the Company's management and
KPMG LLP , the Company's independent auditors, the audited consolidated
financial statements of the Company contained in the Company's Annual Report on
Form 10-K for the 2003 fiscal year. The Audit Committee has also discussed with
KPMG LLP the matters required to be discussed pursuant to SAS No. 61
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's consolidated financial statements.
17
The Audit Committee has received and reviewed the written disclosures and the
letter from KPMG LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with KPMG
LLP its independence from the Company.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for its 2003
fiscal year for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee,
David M. Taylor, Chairman
James E. Biddle, Jr.
John R. O'Brien
INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has appointed KPMG LLP as the
Company's independent auditors to conduct the audit of the Company's books and
records for the year ending December 31, 2004. KPMG LLP also served as the
Company's independent auditors for the year ended December 31, 2003.
Representatives of that firm will be present at the Annual Meeting to respond to
appropriate questions that may be raised, and they will have the opportunity to
make a statement, if they so desire. Deloitte & Touche LLP served as the
Company's independent auditors for the year ended December 31, 2002.
On March 18, 2003, the Company dismissed Deloitte & Touche LLP as its
independent auditor, and on March 18, 2003, engaged KPMG LLP as its new
independent auditor for the fiscal year ending December 31, 2003. The Company's
Board of Directors approved the dismissal upon the recommendation of the
Company's Audit Committee.
Deloitte & Touche LLP's reports on the Company's consolidated financial
statements for each of the fiscal years ended December 31, 2002 and 2001 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2002 and 2001, and through the
interim period ending March 18, 2003, there were no disagreements with Deloitte
& Touche LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Deloitte & Touche LLP's satisfaction, would have caused Deloitte
& Touche LLP to make reference to the subject matter of the disagreements in
connection with its report on the Company's consolidated financial statements
for such years. None of the reportable events described under Item 304(a)(1)(v)
of Regulation S-K occurred within the Company's two fiscal years ended December
31, 2002 and 2001, and the subsequent interim period through March 18, 2003.
During the fiscal years ended December 31, 2002 and 2001, and through the date
of the engagement of KPMG LLP, the Company did not consult KPMG LLP with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or regarding any other matters
or reportable events described under Item 304(a)(2)(i) and (ii) or Regulation
S-K.
Audit Fees
The aggregate fees billed by KPMG LLP and Deloitte & Touche LLP for each of the
last two fiscal years
18
for the professional services rendered for the audit of the Company's annual
financial statements and review of the Company's financial statements included
in the Company's quarterly reports on Form 10-Q and services associated with SEC
registration statements and other SEC filings were approximately $89,830 for the
fiscal year ended December 31, 2003 and $80,500 for the fiscal year ended
December 31, 2002. The fiscal 2003 fees included aggregate fees billed by KPMG
LLP of $76,500 and aggregate fees billed by Deloitte & Touche LLP of $13,330.
Audit-Related Fees
The aggregate fees billed by KPMG LLP and Deloitte & Touche LLP for each of the
last two fiscal years for assurance and related services that are reasonably
related to the performance of the audit or review of the Company's financial
statements, such as financial statement audits of employee benefit plans and
internal control reviews, were $12,000 for the fiscal year ended December 31,
2003 and $18,203 for the fiscal year ended December 31, 2002.
Tax Fees
KPMG LLP did not render any services during the fiscal year ended December 31,
2003 that consisted of tax compliance, tax advice or tax planning. However, for
the year ended December 31, 2003, the Company utilized an outside accounting
firm, Fagliarone Group CPA's, PC for tax compliance and planning advice services
for which they billed $14,400. The aggregate fees billed by Deloitte & Touche
LLP for tax service fees, including tax compliance and planning and advice were
$9,328 for the year ended December 31, 2002.
All Other Fees
KPMG LLP did not render any services during the fiscal year ended December 31,
2003, other than the services described above. The aggregate fees billed by
Deloitte & Touche LLP for services rendered to the Company, other than the
services described above, such as audit firm administrative transition work, for
the fiscal year ended December 31, 2003 were $3,000. No such fees were billed
for the fiscal year ended December 31, 2002.
The Audit Committee has considered whether the provision of non-audit services
is compatible with maintaining the principal accountant's independence.
The Audit Committee adopted a formal pre-approval policy in 2003. This policy
details the types of audit, audit-related, tax and other services and the cost
limits that have the general pre-approval of the Audit Committee. Unless a type
of service to be provided by the independent auditors has received general pre-
approval, it requires specific pre-approval by the Audit Committee. Also, any
proposed services exceeding pre-approved cost levels require specific
pre-approval by the Audit Committee.
OTHER MATTERS
The cost of solicitation of proxies will be borne by the Company. Solicitation
other than by mail may be made by directors, officers or by regular employees of
the Company, who will receive no additional compensation therefor, by personal
or telephone solicitation, the cost of which is expected to be nominal.
The Board of Directors knows of no other matters to be presented for shareholder
action at the meeting. However, if other matters do properly come before the
meeting or any adjournments thereof, the Board of Directors intends that the
persons named in the proxies will vote upon such matters in accordance with
their best judgment.
19
SHAREHOLDER PROPOSALS FOR 2005
ANNUAL MEETING OF SHAREHOLDERS
Requirements for Shareholder Proposals to be Considered for Inclusion in the
Company's Proxy Materials. Shareholders of the Company may submit proposals on
matters appropriate for shareholder action at meetings of shareholders in
accordance with Rule 14a-8 promulgated under the Securities Exchange Act of
1934. For such proposals to be included in the Company's proxy materials
relating to its 2005 Annual Meeting of Shareholders, all applicable requirements
of Rule 14a-8 must be satisfied and such proposals must be received by the
Company no later than November 21, 2004. Such proposals should be delivered to
the Secretary, Evans Bancorp, Inc., 14-16 North Main Street, Angola, New York
14006.
Requirements for Shareholder Proposals to be Brought Before the Annual Meeting.
Except in the case of proposals made in accordance with Rule 14a-8 and for
shareholder nominations to the Board of Directors, which are governed by the
procedures for director nominations by shareholders contained in the Company's
By-Laws, for proposals to be considered at an Annual Meeting, the shareholder
must have given timely notice thereof in writing to the Secretary of the Company
not less than 45 days prior to the anniversary of the date on which the Company
first mailed its proxy materials for its immediately preceding Annual Meeting of
shareholders (as specified in the Company's proxy materials for its immediately
preceding Annual Meeting of shareholders). To be timely for the 2005 Annual
Meeting, a shareholder's notice must be delivered to or mailed and received by
the Secretary of the Company at the principal executive offices of the Company
by February 4, 2005. A shareholder's notice to the Secretary must set forth, as
to each matter the shareholder proposes to bring before the Annual Meeting, the
information required by the Company's By-Laws.
In addition, the proxy solicited by the Board of Directors for the 2005 Annual
Meeting of Shareholders will confer discretionary authority to vote on (i) any
proposal presented by a shareholder at that meeting for which the Company has
not been provided with notice prior to February 4, 2005 and (ii) on any other
proposal (notwithstanding timely notice) made in accordance with the Company's
By-Laws, if the 2005 proxy statement briefly describes the matter and how
management will direct the proxy holders to vote on it, if the shareholder does
not comply with the requirements of Rule 14a-4(c)(2) under the Securities
Exchange Act of 1934.
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 (without exhibits) is being distributed with this Proxy
Statement. The Annual Report on Form 10-K is also available, without charge, by
writing or telephoning Michelle A. Baumgarden, Evans Bancorp, Inc., 14-16 North
Main Street, Angola, New York 14006, (716) 549-1000. In addition, the Annual
Report on Form 10-K (with exhibits) is available at the SEC's website
(http://www.sec.gov) and the Company's website (http://www.evansbancorp.com).
By Order of the Board of Directors,
EVANS BANCORP, INC.
James E. Biddle, Jr.
Secretary
Angola, New York
March 22, 2004
20
APPENDIX A
CHARTER OF THE NOMINATING COMMITTEE
OF
THE BOARD OF DIRECTORS OF EVANS BANCORP, INC.
I. PURPOSE AND POWERS
The Nominating Committee is appointed by the Board of Directors of the Company
to select director nominees for Annual Meetings of shareholders, and to oversee
matters related to governance of the Company.
The Nominating Committee has the authority to retain and compensate, at the
Company's expense, search firms, legal counsel, and other advisors, as the
Nominating Committee deems necessary or appropriate in the performance of its
duties and responsibilities.
II. COMPOSITION
The Nominating Committee shall be comprised of three or more directors, as
determined by the Board. Each member of the Nominating Committee shall meet the
independence requirements set forth in NASD Rule 4200(a)(15).
The members of the Nominating Committee shall be appointed, and may be replaced,
by the Board. Unless a Chairperson is elected by the full Board, the members of
the Nominating Committee may designate a Chairperson by majority vote of the
full Nominating Committee membership.
III. MEETINGS
The Nominating Committee shall meet as often as its members deem necessary or
desirable in the performance of the Committee's responsibilities.
IV. RESPONSIBILITIES AND DUTIES
The Nominating Committee shall make recommendations to the Board regarding
overall structure, size, and composition of the Board and its Committees.
The Nominating Committee shall approve director nominations to be presented for
shareholder approval at the Annual Meeting and to fill any vacancies on the
Board. To that end, the Nominating Committee shall:
- establish criteria for selection of individuals for Board
membership, including, among others, independence, skills, and
experience relevant to the needs of the Company,
- identify and nominate qualified individuals within such
selection criteria, and
- establish policies and procedures related to consideration of
nominations submitted by security holders and others.
A1
The Nominating Committee shall periodically review the governance structure and
principles of the Company, and recommend for Board action changes it deems
appropriate or necessary.
The Nominating Committee shall oversee periodic self-evaluation of the Board and
its Committees.
The Nominating Committee shall periodically review and reassess the adequacy of
this Charter and make recommendations regarding amendments to the Board as
conditions dictate.
A2
APPENDIX B
CHARTER OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS OF EVANS BANCORP, INC.
REVISED JANUARY 2004
I. PURPOSE
The Audit Committee is appointed by the Board of Directors of the Company to
provide assistance to the Board in fulfilling its oversight responsibility to
shareholders, potential shareholders, the investment community, and others by
overseeing the accounting and financial reporting processes of the Company and
the audits of the financial statements of the Company. The duties and
responsibilities of a member of the Audit Committee are in addition to such
person's duties as a member of the Board. The Audit Committee's primary purpose
is to assist the board in:
- overseeing and ensuring the integrity of the Company's
financial statements,
- overseeing the Company's compliance with legal and regulatory
requirements,
- overseeing the independent auditor's qualifications and
independence,
- overseeing the performance of the Company's internal audit
function, and
- overseeing the Company's system of disclosure controls and
system of internal controls regarding finance, accounting,
legal compliance, and ethics that management and the Board
have established.
Consistent with these functions, the Audit Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels. The Audit Committee should also provide
an open avenue of communication among the independent auditors, financial and
senior management, the Company's internal auditing department, and the Board of
Directors.
The Audit Committee has the authority to investigate fully any matter it deems
necessary in fulfilling its responsibilities, with full access to all books,
records, facilities and personnel of the Company, as well as to the independent
auditors and the Company's internal auditing department. Toward this end, the
Audit Committee has the authority to obtain advice and assistance from outside
legal, accounting, or other advisers as deemed appropriate to fully execute its
duties and responsibilities.
The Company shall provide appropriate funding, as determined by the Audit
Committee, for compensation to the independent auditor and to any advisers that
the Audit Committee chooses to engage, and for ordinary administrative expenses
of the Audit Committee that are necessary or appropriate to carrying out its
duties and responsibilities.
The Audit Committee will primarily fulfill its responsibilities by carrying out
the activities enumerated in Section III of this Charter. The Audit Committee
will report regularly to the Board of Directors regarding the execution of its
duties and responsibilities.
II. COMPOSITION AND MEETINGS
The Audit Committee shall be comprised of three or more members of the Board of
Directors. Each member of the Audit Committee shall have been determined by the
Board of Directors to meet the independence and
B1
experience requirements of Section 10A(m)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the rules and regulations of the
Securities and Exchange Commission (the "SEC"), and the listing standards of The
Nasdaq Stock Market, all as in effect from time to time.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and be able to read and understand fundamental
financial statements, including the Company's balance sheet, income statement,
and cash flow statement. At least one member of the Audit Committee must have
had past employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background, which
results in the individual's financial sophistication, including being or having
been a chief executive officer, chief financial officer or other senior officer
with financial oversight responsibilities. This individual, or another member of
the Audit Committee, must qualify as a "financial expert" in accordance with the
criteria established by the SEC from time to time. The existence of such
member(s) shall be disclosed in periodic filings as required by the SEC.
Committee members may enhance their familiarity with finance and accounting by
participating in educational programs conducted by the Company or an outside
consultant.
The members of the Audit Committee shall be appointed by the Board of Directors
at the annual organizational meeting of the Board, and shall serve until the
next annual organizational meeting unless earlier replaced by the Board of
Directors. Unless a Chair of the Audit Committee is appointed by the full Board,
the members of the Audit Committee may designate a Chair by majority vote of the
full Audit Committee membership.
The Audit Committee shall meet in executive session at least four times
annually, or more frequently as circumstances dictate. As part of its
responsibility to foster open communication, the Committee should meet
periodically with management, the vice president of the internal auditing
department and the independent auditors, in separate executive sessions to
discuss any matters of concern to the Audit Committee or any such group.
III. RESPONSIBILITIES AND DUTIES
The Audit Committee's responsibility is one of monitoring, oversight, and
reporting the results of its activities to the Board. The purpose of the Audit
Committee is to represent and assist the Board of Directors in its general
oversight of the Company's accounting and financial reporting processes, audits
of the Company's financial statements, and internal control and audit functions.
The Company's management and internal auditing department are responsible for
(a) the preparation, presentation and integrity of the Company's financial
statements; (b) accounting and financial reporting principles; and (c) the
Company's internal controls and procedures designed to promote compliance with
accounting standards and applicable laws and regulations. The independent
auditor is responsible for performing an independent audit of the Company's
financial statements in accordance with generally accepted accounting principles
("GAAP").
Charter Review
1. The Audit Committee shall review and reassess, at least annually, the
adequacy of this Charter, make recommendations regarding amendments to the Board
as conditions dictate, and assure publication of the Charter as approved by the
Board in accordance with SEC regulations.
B2
Oversight of Relationship with Independent Accountants
1. The Audit Committee shall have the sole authority for the appointment,
replacement, compensation, retention and oversight of any registered public
accounting firm engaged for the purpose of preparing or issuing an audit report
or performing other audit review or attest services for the Company. The Audit
Committee shall evaluate the qualifications, performance, and independence of
the independent auditor, and shall replace the independent auditor if
circumstances warrant. The Audit Committee shall present its conclusions with
respect to the independent auditor to the Board.
2. The independent auditor is ultimately accountable to the Audit
Committee and the entire Board for their audit of the financial statements and
of the Company. The independent auditor shall report directly to the Audit
Committee.
3. The Audit Committee shall establish policies and procedures for the
pre-approval of all audit services and permitted non-audit services (including
the fees and terms of such services) to be provided to the Company by its
independent auditor, other than services falling under the de minimus exception
for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act
which were not recognized as non-audit services at the time of engagement of the
independent auditor and which are approved by the Audit Committee prior to the
completion of the audit. The Audit Committee may delegate to one or more
designated members of the Audit Committee the authority to grant pre-approvals
of audit services and permitted non-audit services, provided that decisions of
such designated member(s) to pre-approve such services shall be reported to the
full Audit Committee at its next scheduled meeting.
4. The Audit Committee shall oversee the independence of the independent
auditor. Toward that end, the Audit Committee shall assure receipt from the
independent auditor, at least annually, of a formal written statement disclosing
all relationships between the auditors and the Company in accordance with
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees. In addition, on at least an annual basis, the Audit Committee shall
review and discuss with the independent auditor and the Board all significant
relationships or services such auditors have with or provide to the Company that
may impact the objectivity and independence of the auditors. The Audit Committee
shall take, or shall recommend that the full Board take, appropriate actions to
address issues related to the auditor's independence.
5. The Audit Committee shall obtain and review information from the
independent auditor at least annually regarding (a) the independent auditor's
internal quality-control procedures, (b) any material issues raised by the most
recent internal quality-control review or peer review of the firm, (c) any
material issues raised by governmental or professional authorities within the
preceding five years respecting one or more audits carried on by the firm, and
(d) the firm's responses to any such issues.
6. At least annually, the Audit Committee shall meet separately with each
of management and the independent auditors to discuss any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of the work or access to required information.
7. The Audit Committee shall review any significant disagreement between
management and the independent auditors in connection with the preparation of
the financial statements. The Audit Committee has responsibility for resolution
of disagreements between management and the independent auditor regarding
financial reporting.
8. The Audit Committee shall discuss the overall scope and plans for the
annual audit with management, the Company's internal auditing department and the
independent auditor.
B3
9. The Audit Committee shall ensure that the Company's independent
auditors keep the Audit Committee informed about fraud, deficiencies in the
Company's internal control structure, and certain other matters.
10. The Audit Committee shall, as needed, review with the independent
auditor, the Company's internal auditing department and management the extent to
which changes or improvements in financial or accounting practices, as approved
by the Audit Committee, have been implemented.
11. Review any proposed hiring of employees or former employees of the
independent auditor who participated in any capacity in the audit of the
Company's financial statements.
Oversight of Financial Reporting and Control Process
1. The Audit Committee shall review and discuss with management, the
Company's internal auditing department and the independent auditors the
Company's annual audited financial statements and related opinion of the
independent auditor, and the disclosures proposed to be made in the
"management's discussion and analysis" section of the Company's Annual Report on
Form 10-K, and shall recommend to the Board whether the annual financial
statements should be included in the Form 10-K. Such review shall include a
discussion of the judgments of management, the Company's internal auditors and
the independent auditors about the quality, not just the acceptability, of
accounting principles, the reasonableness of significant judgments, the clarity
of the disclosures, and such matters as are required to be discussed with the
Audit Committee under GAAP.
2. The Audit Committee shall review and discuss with management, the
Company's internal auditing department and the independent auditor the Company's
quarterly financial results and reports and the Company's Quarterly Report on
Form 10-Q, as well as other financial reports and earnings press releases made
public, prior to their filing or release.
3. The Audit Committee shall discuss with management and the Company's
internal auditing department the information to be included in earnings
releases, including the use of "pro forma" or "adjusted" non-GAAP financial
information, as well as financial information and guidance to be provided to
analysts and rating agencies. Such discussion may be done generally (consisting
of a discussion of the types of information to be disclosed and the types of
presentations to be made).
4. The Audit Committee shall review the regular internal reports (or
summaries thereof) to management prepared by the Company's internal auditing
department, and management's response thereto.
5. The Audit Committee shall annually report to shareholders in the
Company's annual proxy statement as required by SEC regulations.
6. The Audit Committee shall review and discuss reports from the
independent auditor on (a) all critical accounting policies and practices used
by the Company, (b) alternative accounting treatments within GAAP related to
material items that have been discussed with management, including the
ramifications of the use of the alternative treatments and the treatment
preferred by the independent auditor, and (c) other material written
communications between the independent auditor and management.
7. The Audit Committee shall discuss with the independent auditors any
matters required to be communicated by the auditors in accordance with Statement
of Auditing Standards No. 61, Communications with Audit Committees, relating to
the conduct of the audit, including any significant changes in auditing
standards or in the scope of the audit. The Audit Committee shall discuss the
results of the audit and any other matters required to be communicated to the
Audit Committee by the independent auditors under GAAP.
B4
8. In conjunction with management and the independent auditors, the Audit
Committee shall review the integrity of the Company's financial controls,
systems, and internal and external reporting processes. Among other things, the
Audit Committee shall review disclosures made by the Company's CEO and CFO
during their certification process for Forms 10-K and 10-Q regarding
deficiencies or material weaknesses in the design or operation of the company's
internal controls, and any fraud involving employees with a significant role in
internal controls.
9. The Audit Committee shall discuss with management the Company's major
financial risk exposures, including steps taken to manage such exposures.
10. The Audit Committee shall review with management and the Company's
independent auditor the effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the Company's financial statements.
11. The Treasurer of the Company shall provide the Audit Committee with
copies of all reports, management letters, and schedules of unadjusted
differences of the Company's independent auditors, as well as governmental
requests and examinations, and the Company's responses to the same.
Internal Audit
1. The Audit Committee shall review and advise management regarding the
selection and removal of the Company's internal audit director.
2. The Audit Committee shall review the activities, organizational
structure, and qualifications of the Company's internal audit department.
3. The Audit Committee shall periodically review with the internal
auditing department any significant difficulties, disagreements with management,
scope restrictions encountered in the course of the department's work, and shall
review significant reports to management prepared by the internal auditing
department and management's responses to the same.
4. The Audit Committee shall, on an annual basis, review with the
Company's internal auditing department and the independent auditor the
coordination of audit effort to assure completeness of coverage, reduction of
redundant efforts, and the effective use of audit resources.
Compliance
1. The Audit Committee shall review the Company's systems to monitor legal
compliance from time to time. Among others, it shall obtain assurance from the
Company's independent auditors that Section 10A(b) of the Exchange Act has not
been implicated.
2. The Audit Committee shall review and, as needs dictate, update the
Company's Code of Ethics in accordance with applicable laws and regulations, and
shall monitor the processes established and maintained by management to assure
compliance with such Code of Ethics.
3. The Audit Committee shall establish procedures for the receipt,
retention and treatment of complaints regarding accounting, internal accounting
controls or auditing matters, including procedures for the confidential,
anonymous submission by employees of concerns regarding questionable accounting
and auditing matters.
B5
4. The Audit Committee shall establish a procedure for review of all
"related party transactions" proposed to be entered into by the Company.
Approval of the Audit Committee shall be required for any such related
transaction.
5. The Audit Committee shall periodically review with the Company's
management and legal counsel any legal matter that could have a significant
impact on the Company's business, operations, or financial statements.
6. The Audit Committee shall, on an annual basis, perform a
self-assessment relative to the Audit Committee's purpose, duties and
responsibilities as set forth in this Charter.
B6
+
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ADD 6 C 1234567890 JNT
/ / Mark this box with an X if you have made
changes to your name or address details above.
--------------------------------------------------------------------------------
Annual Meeting Proxy Card
--------------------------------------------------------------------------------
A ELECTION OF DIRECTORS
1. The Board of Directors recommends a vote FOR the listed nominees
for a three year term as director.
For Withhold For Withhold
01 - Phillip Brothman / / / / 03 - David M. Taylor / / / /
02 - Mary Catherine Militello / / / / 04 - Thomas H. Waring, Jr. / / / /
Each of the Proxies is authorized to vote, in his discretion, upon such other
matters as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is given, this proxy will be
voted FOR each nominee set forth above and with discretionary authority on such
other matters as may properly come before the meeting or any adjournment
thereof.
B ATTENDANCE AT ANNUAL MEETING
Please mark box at the right if you will / /
be attending the Annual Meeting
Due to limited seating, we will not be
able to accommodate guests of our
shareholders at the meeting, and must
limit attendance to Shareholders Only.
-----------------
C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy.
When shares are held by joint tenants both are required to sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name for and by its
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature 1 - Please keep Signature 2 - Please keep
signature within the box signature within the box Date (mm/dd/yyyy)
------------------------ ------------------------- ---------------------
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+ 1 U P X H H H P P P P 003030 +
001CD40001 00BBQE
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Proxy - EVANS BANCORP, INC.
-------------------------------------------------------------------------------
PROXY FOR THE SIXTEENTH ANNUAL MEETING OF SHAREHOLDERS
EVANS BANCORP, INC.
14-16 NORTH MAIN STREET
ANGOLA, NY 14006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James E. Biddle, Jr. and LaVerne G. Hall as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either of them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Evans Bancorp, Inc. held of record by the
undersigned on March 8, 2004 at the Sixteenth Annual Meeting of Shareholders to
be held on April 20, 2004, or any adjournments thereof.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.