Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Filed
by the Registrant
O
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Filed
by a Party other than the Registrant
G
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Check
the appropriate box:
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G
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Preliminary
Proxy Statement
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G
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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O
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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RIVERVIEW
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, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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O
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No
fee required.
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G
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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N/A
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(2)
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Aggregate
number of securities to which transactions applies:
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N/A
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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N/A
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(4)
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Proposed
maximum aggregate value of transaction:
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N/A
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(5)
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Total
fee paid:
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N/A
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G
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Fee
paid previously with preliminary materials:
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N/A
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G
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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.
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(1)
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Amount
previously paid:
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N/A
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(2)
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Form,
Schedule or Registration Statement No.:
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N/A
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(3)
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Filing
Party:
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N/A
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(4)
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Date
Filed:
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N/A
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June 20,
2008
Dear
Stockholder:
You are
cordially invited to attend the Annual Meeting of Stockholders of Riverview
Bancorp, Inc. The meeting will be held at the Riverview Center, 17205
S.E. Mill Plain Boulevard, Vancouver, Washington, on Wednesday, July 16, 2008 at
10:00 a.m., local time.
The
Notice of Annual Meeting of Stockholders and Proxy Statement appearing on the
following pages describe the formal business to be transacted at the
meeting. During the meeting, we will also report on our
operations. Directors and officers, as well as a representative of
Deloitte & Touche LLP, our independent auditor, will be present to respond
to appropriate questions of stockholders.
We would
like to remind you of the investment presentation by our trust company,
Riverview Asset Management Corp., starting at 9:30 a.m. prior to the Annual
Meeting of Stockholders.
It
is important that your shares are represented at this meeting, whether or not
you attend the meeting in person and regardless of the number of shares you
own. To make sure your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting,
you may vote in person even if you have previously mailed a proxy
card.
We look
forward to seeing you at the meeting.
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Sincerely,
|
|
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/s/ Patrick
Sheaffer
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Patrick
Sheaffer
|
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Chairman and Chief
Executive Officer
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RIVERVIEW
BANCORP, INC.
900
WASHINGTON STREET
SUITE
900
VANCOUVER,
WASHINGTON 98660
(360)
693-6650
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON JULY 16, 2008
Notice is
hereby given that the Annual Meeting of Stockholders of Riverview Bancorp, Inc.
will be held at the Riverview Center, 17205 S.E. Mill Plain Boulevard,
Vancouver, Washington, on Wednesday, July 16, 2008, at 10:00 a.m., local time,
for the following purpose:
Proposal
1:
|
To
elect two directors to each serve for a three-year
term.
|
We will
also consider and act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof. As of the date
of this notice, we are not aware of any other business to come before the
meeting.
The Board
of Directors has fixed the close of business on May 21, 2008 as the record date
for the annual meeting. This means that stockholders of record at the
close of business on that date are entitled to receive notice of, and to vote
at, the meeting and any adjournment thereof.
To ensure that your shares are
represented at the meeting, please take the time to vote by signing, dating and
mailing the enclosed proxy card which is solicited by the Board of
Directors. The proxy will not be used if you attend and vote at the
annual meeting in person. Regardless of the number of shares you own,
your vote is very important. Please act today.
|
BY ORDER OF THE
BOARD OF DIRECTORS
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|
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/s/
Phyllis Kreibich
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PHYLLIS
KREIBICH
|
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CORPORATE
SECRETARY
|
Vancouver,
Washington
June 20,
2008
IMPORTANT:
The prompt return of proxies will save us the expense of further requests for
proxies in order to ensure a quorum at the meeting. A self-addressed
envelope is enclosed for your convenience. No postage is required if
mailed in the United States.
PROXY
STATEMENT
OF
RIVERVIEW
BANCORP, INC.
900
WASHINGTON STREET
SUITE
900
VANCOUVER,
WASHINGTON 98660
(360)
693-6650
ANNUAL
MEETING OF STOCKHOLDERS
The Board
of Directors of Riverview Bancorp, Inc. is using this proxy statement to solicit
proxies from our stockholders for use at the annual meeting of
stockholders. We are first mailing this proxy statement and the
enclosed form of proxy to our stockholders on or about June 20,
2008.
The
information provided in this proxy statement relates to Riverview Bancorp, Inc.
and its wholly-owned subsidiary, Riverview Community Bank. Riverview
Bancorp, Inc. may also be referred to as
A
Riverview
@
and
Riverview Community Bank may also be referred to as the
A
Bank.
@
References
to
A
we,
@
A
us
@
and
A
our
@
refer to
Riverview and, as the context requires, Riverview Community Bank.
INFORMATION
ABOUT THE ANNUAL MEETING
Our
annual meeting will be held as follows:
Date:
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Wednesday,
July 16, 2008
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Time:
|
10:00
a.m., local time
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Place:
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Riverview
Center, located at 17205 S.E. Mill Plain Boulevard, Vancouver,
Washington
|
Matters
to Be Considered at the Annual Meeting
At the
meeting, you will be asked to consider and vote upon the following
proposal:
Proposal 1.
|
Election
of two directors of Riverview Bancorp, Inc. to each serve for a three-year
term.
|
We also
will transact any other business that may properly come before the annual
meeting. As of the date of this proxy statement, we are not aware of
any other business to be presented for consideration at the annual meeting other
than the matters described in this proxy statement.
Who
is Entitled to Vote?
We have
fixed the close of business on May 21, 2008 as the record date for stockholders
entitled to notice of and to vote at our annual meeting. Only holders
of record of Riverview
=
s common
stock on that date are entitled to notice of and to vote at the annual
meeting. You are entitled to one vote for each share of Riverview
common stock you own, unless you own more than 10% of Riverview
=
s
outstanding shares. As provided in our Articles of Incorporation,
record holders of common stock who beneficially own in excess of 10% of
Riverview
=
s
outstanding shares are not entitled to any vote in respect of the shares held in
excess of the 10% limit. On May 21, 2008, there were 10,913,773
shares of Riverview common stock outstanding and entitled to vote at the annual
meeting.
How
Do I Vote at the Annual Meeting?
Proxies
are solicited to provide all stockholders of record on the voting record date an
opportunity to vote on matters scheduled for the annual meeting and described in
these materials. You are a stockholder of record if your shares of
Riverview common stock are held in your name. If you are a beneficial
owner of Riverview common stock held by a broker, bank or other nominee (i.e.,
in
A
street
name
@
),
please see the instructions in the following question.
Shares of
Riverview common stock can only be voted if the stockholder is present in person
or by proxy at the annual meeting. To ensure your representation at
the annual meeting, we recommend you vote by proxy even if you plan to attend
the annual meeting. You can always change your vote at the meeting if
you are a stockholder of record.
Voting
instructions are included on your proxy card. Shares of Riverview
common stock represented by properly executed proxies will be voted by the
individuals named on the proxy card in accordance with the stockholder
=
s
instructions. Where properly executed proxies are returned to us with
no specific instruction as how to vote at the annual meeting, the persons named
in the proxy will vote the shares
A
FOR
@
the
election of each of our director nominees. If any other matters are
properly presented at the annual meeting for action, the persons named in the
enclosed proxy and acting thereunder will have the discretion to vote on these
matters in accordance with their best judgment. We do not currently
expect that any other matters will be properly presented for action at the
annual meeting.
You may
receive more than one proxy card depending on how your shares are
held. For example, you may hold some of your shares individually,
some jointly with your spouse and some in trust for your children. In
this case, you will receive three separate proxy cards to vote.
What
if My Shares Are Held in Street Name?
If you
are the beneficial owner of shares held in street name by a broker, your broker,
as the record holder of the shares, is required to vote the shares in accordance
with your instructions. If your common stock is held in street name,
you will receive instructions from your broker that you must follow in order to
have your shares voted. Your broker may allow you to deliver your
voting instructions via the telephone or the Internet. Please see the
instruction form that accompanies this proxy statement. If you do not
give instructions to your broker, your broker may nevertheless vote the shares
with respect to discretionary items, but will not be permitted to vote your
shares with respect to non-discretionary items, pursuant to current industry
practice. In the case of non-discretionary items, shares not voted
are treated as
A
broker
non-votes.
@
The
proposal to elect directors described in this proxy statement is considered a
discretionary item under the rules of The Nasdaq Stock Market LLC (
A
Nasdaq
@
).
If your
shares are held in street name, you will need proof of ownership to be admitted
to the annual meeting. A recent brokerage statement or letter from
the record holder of your shares are examples of proof of
ownership. If you want to vote your shares of common stock held in
street name in person at the annual meeting, you will have to get a written
proxy in your name from the broker, bank or other nominee who holds your
shares.
How
Will My Shares of Common Stock Held in the Employee Stock Ownership Plan Be
Voted?
We
maintain an employee stock ownership plan (
A
ESOP
@
) for the
benefit of our employees. Each ESOP participant may instruct the ESOP
trustee how to vote the shares of Riverview common stock allocated to his or her
account under the ESOP by completing the voting instruction card distributed by
the ESOP trustee. If an ESOP participant properly executes the voting
instruction card, the ESOP trustee will vote the participant
=
s shares in
accordance with the participant
=
s
instructions. Unallocated shares of Riverview common stock held by
the ESOP and allocated shares for which no voting instructions are received will
be voted by the trustee in the same proportion as shares for which the trustee
has received voting instructions. As of the close of business on the
voting record date, May 21, 2008, 549,689 shares have been allocated to
participants
=
accounts. The trustees of the ESOP are Patrick Sheaffer,
Ronald A. Wysaske, John A. Karas and David A.
Dahlstrom. The deadline for returning your voting instructions to the
trustees is July 7, 2008.
How
Many Shares Must Be Present to Hold the Meeting?
A quorum
must be present at the meeting for any business to be conducted. The
presence at the meeting, in person or by proxy, of at least a majority of the
shares of Riverview common stock entitled to vote at the annual meeting as of
the record date will constitute a quorum. Proxies received but marked
as abstentions will be included in the calculation of the number of shares
considered to be present at the meeting.
What
if a Quorum Is Not Present at the Meeting?
If a
quorum is not present at the scheduled time of the meeting, a majority of the
stockholders present or represented by proxy may adjourn the meeting until a
quorum is present. The time and place of the adjourned meeting will
be announced at the time the adjournment is taken, and no other notice will be
given unless the meeting is adjourned for 120 days or more. An
adjournment will have no effect on the business that may be conducted at the
meeting.
Vote
Required to Approve Proposal 1: Election of Directors
Directors
are elected by a plurality of the votes cast, in person or by proxy, at the
annual meeting by holders of Riverview common stock. Accordingly, the
two nominees for election as directors who receive the highest number of votes
actually cast will be elected. Pursuant to our Articles of
Incorporation, stockholders are not permitted to cumulate their votes for the
election of directors. Votes may be cast for or withheld from each
nominee. Votes that are withheld and broker non-votes will have no
effect on the outcome of the election because the nominee receiving the greatest
number of votes will be elected.
Our Board of Directors unanimously
recommends that you vote
A
FOR
@
the election of each of its director
nominees.
May
I Revoke My Proxy?
You may
revoke your proxy before it is voted by:
$
|
submitting
a new proxy with a later date;
|
$
|
notifying
the Corporate Secretary of Riverview in writing before the annual meeting
that you have revoked your proxy;
or
|
$
|
voting
in person at the annual meeting.
|
If you
plan to attend the annual meeting and wish to vote in person, we will give you a
ballot at the annual meeting. However, if your shares are held in
street name, you must bring a validly executed proxy from the nominee indicating
that you have the right to vote your shares.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of May 21, 2008, the voting record date,
information regarding share ownership of:
$
|
those
persons or entities (or groups of affiliated persons or entities) known by
management to beneficially own more than five percent of Riverview
=
s
common stock other than directors and executive
officers;
|
$
|
each
director and director nominee of
Riverview;
|
$
|
each
executive officer of Riverview or Riverview Community Bank named in the
Summary Compensation Table appearing under
A
Executive
Compensation
@
below
(known as
A
named
executive officers
@
);
and
|
$
|
all
current directors and executive officers of Riverview and Riverview
Community Bank as a group.
|
Persons
and groups who beneficially own in excess of five percent of Riverview
=
s common
stock are required to file with the Securities and Exchange Commission (
A
SEC
@
), and
provide a copy to us, reports disclosing their ownership pursuant to the
Securities Exchange Act of 1934. To our knowledge, no other person or
entity, other than those set forth below, beneficially owned more than five
percent of the outstanding shares of Riverview
=
s common
stock as of the close of business on the voting record date.
Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC. In accordance with Rule 13d-3 of the Securities Exchange Act, a
person is deemed to be the beneficial owner of any shares of common stock if
he or she has voting
and/or investment power with respect to those shares. Therefore, the
table below includes shares owned by spouses, other immediate family members in
trust, shares held in retirement accounts or funds for the benefit of the named
individuals, and other forms of ownership, over which shares the persons named
in the table may possess voting and/or investment power. In addition,
in computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
outstanding options that are currently exercisable or exercisable within 60 days
after the voting record date are included in the number of shares beneficially
owned by the person and are deemed outstanding for the purpose of calculating
the person
=
s percentage
ownership. These shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.
Name
|
Number
of Shares
Beneficially
Owned (1)
|
Percent
of Shares
Outstanding
|
|
|
|
Beneficial
Owners of More Than 5%
|
|
|
|
|
|
Riverview
Community Bank
|
796,019
|
7.29
|
Employee
Stock Ownership Plan Trust
|
|
|
900
Washington Street, Suite 900
|
|
|
Vancouver,
Washington 98660
|
|
|
|
|
|
Dimensional
Fund Advisors LP (2)
|
801,178
|
7.34
|
1299
Ocean Avenue, 11
th
Floor
|
|
|
Santa
Monica, California 90401
|
|
|
|
|
|
Directors
|
|
|
|
|
|
Gary
R. Douglass
|
56,034
|
*
|
Paul
L. Runyan
|
252,902 (3)
|
2.32
|
Edward
R. Geiger
|
36,304
(4)
|
*
|
Michael
D. Allen
|
42,378
|
*
|
Jerry
C. Olson
|
10,014
|
*
|
|
|
|
Named
Executive Officers
|
|
|
|
|
|
Patrick
Sheaffer**
|
569,456
|
5.22
|
Ronald
A. Wysaske**
|
216,180
|
1.98
|
John
A. Karas
|
69,335
|
*
|
David
A. Dahlstrom
|
47,658
|
*
|
Kevin
J. Lycklama
|
1,381
|
*
|
Ronald
L. Dobyns (5)
|
16,744
|
*
|
|
|
|
All
Executive Officers and Directors as a Group (12 persons)
|
1,343,402
|
12.31
|
______________
*
|
Less
than one percent of shares outstanding.
|
**
|
Mr.
Sheaffer and Mr. Wysaske are also directors of
Riverview.
|
(1)
|
The
amounts shown include the following shares of common stock which the named
individuals have the right to acquire within 60 days of the voting record
date through the exercise of stock options granted pursuant to our stock
option plans: Mr. Douglass, 8,000 shares; Mr. Runyan, 8,000 shares; Mr.
Geiger, 27,996 shares; Mr. Allen, 8,000 shares; Mr. Olson, 2,000 shares;
Mr. Sheaffer, 16,000 shares; Mr. Wysaske, 35,780 shares; Mr. Karas, 16,000
shares; Mr. Dahlstrom, 36,000 shares; Mr. Lycklama, 1,000 shares; and all
Riverview executive officers and directors as a group, 176,776
shares.
|
(2)
|
Based
solely on a Schedule 13G/A filed with the SEC on February 6, 2008.
Dimensional Fund Advisors LP (
A
Dimensional
@
), an
investment advisor registered under the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies, and serves as
investment manager to certain other commingled group trusts and separate
accounts. These investment companies, trusts and accounts are the
A
Funds.
@
In
its role as investment advisor or manager, Dimensional possesses
investment and/or voting power over the securities of Riverview that are
owned by the Funds, and may be deemed to be the beneficial owner of these
shares; however, these securities are owned by the Funds. Dimensional
disclaims beneficial ownership of such securities.
|
(3)
|
Held
jointly with his wife.
|
(4)
|
Includes
3,468 shares held jointly with his wife.
|
(5)
|
Mr.
Dobyns resigned on January 11,
2008.
|
PROPOSAL
1
B
ELECTION OF DIRECTORS
Our Board
of Directors consists of seven members and is divided into three
classes. Approximately one-third of the directors are elected
annually to serve for a three-year period or until their respective successors
are elected and qualified. The table below sets forth information
regarding each director of Riverview and each nominee for
director. The Nominating Committee of the Board of Directors selects
nominees for election as directors. All of our nominees currently
serve as Riverview directors. Each nominee has consented to being
named in this proxy statement and has agreed to serve if elected. If
a nominee is unable to stand for election, the Board of Directors may either
reduce the number of directors to be elected or select a substitute
nominee. If a substitute nominee is selected, the proxy holders will
vote your shares for the substitute nominee, unless you have withheld
authority. At this time, we are not aware of any reason why a nominee
might be unable to serve if elected.
The
Board of Directors recommends a vote
A
FOR
@
the
election of Patrick Sheaffer and Edward R. Geiger, each for a three-year
term.
Name
|
Age
as of
March
31, 2008
|
Year
First Elected or
Appointed
Director (1)
|
Term
to
Expire
|
|
|
|
|
BOARD
NOMINEES
|
|
Patrick
Sheaffer
|
68
|
1979
|
2011(2)
|
Edward
R. Geiger
|
65
|
1999
|
2011(2)
|
|
DIRECTORS
CONTINUING IN OFFICE
|
|
Jerry
C. Olson
|
66
|
2007
|
2009
|
Gary
R. Douglass
|
66
|
1994
|
2009
|
Paul
L. Runyan
|
73
|
1979
|
2010
|
Ronald
A. Wysaske
|
55
|
1985
|
2010
|
Michael
D. Allen
|
66
|
2001
|
2010
|
____________
(1)
|
Includes
service on the Board of Directors of Riverview Community
Bank.
|
(2)
|
Assuming
the individual is re-elected.
|
Set forth
below is the principal occupation of each nominee for director and each director
continuing in office. All nominees and directors have held their
present positions for at least five years unless otherwise
indicated.
Patrick Sheaffer
joined
Riverview Community Bank in 1963 and has served as Chief Executive Officer since
1976. He became Chairman of the Board in 1993. He has been
Chairman of the Board and Chief Executive Officer of Riverview since its
inception in 1997. He is responsible for the daily operations and the
management of Riverview. Mr. Sheaffer is active in numerous
professional and civic organizations.
Edward R. Geiger
is a retired
business management and executive search consultant with over 40 years of
experience. Prior to establishing his consulting firm, Mr. Geiger was
Corporate Controller at Pacific Telecom, Inc. His prior experience
also includes three other Fortune 500 companies, municipal government and the
military. Mr. Geiger, an inactive certified public accountant, is an
active volunteer currently serving on the boards of directors of several
non-profit organizations.
Jerry C. Olson
is President
and Chief Executive Officer of Olson Engineering, Inc. A graduate of
Oregon State University with a Masters in Forest Engineering, Mr. Olson holds
many professional designations including Professional Engineer, Professional
Land Surveyor and Certified Forester. He is actively involved in many
regional business organizations, including Washington State
=
s Department
of Natural Resources Board and the Engineering and Surveying Licensing
Board. In addition, Mr. Olson
=
s local
board involvement includes the Columbia River Economic Development Council,
Building Industry Association of SW Washington, Responsible Growth Forum and the
Commercial Real Estate Economic Coalition.
Gary R. Douglass
, is a
retired certified public accountant. Prior to his retirement, he had
been in private practice in Camas, Washington since 1978 and retired as a
partner of Douglass, Paulson & Lessard, CPAs, PC in April
2004. He serves on the Board of Directors of Riverview Asset
Management Corp. and serves on the Management Committee of Orchard Hills Country
Club.
Paul L. Runyan
was the owner
and operator of Runyan
=
s Jewelry
Store in Camas and White Salmon, Washington from 1954 until his retirement in
2004. He is an active member of numerous civic and community organizations,
including the White Salmon Elks, Order of the Eastern Star of the Grand Chapter
of Washington and Masonic Lodge in Washougal and White Salmon. Mr.
Runyan owns and operates the Mountain Brook Tree Farm near White
Salmon. He also serves on the Board of Directors of Riverview Asset
Management Corp.
Ronald A. Wysaske
joined
Riverview Community Bank in 1976. He became President and Chief
Operating Officer of the Bank and Riverview in February 2004. He has
been a member of the Board of Directors of the Bank since 1985, and Riverview
since its inception in 1997. Prior to his appointment as President
and Chief Operating Officer, he served as Executive Vice President, Treasurer
and Chief Financial Officer of the Bank since 1981 and of Riverview since its
inception. He is responsible for the daily operations and the
management of Riverview Community Bank. Mr. Wysaske holds a B.A. and
an M.B.A. from Washington State University, and is active in numerous
professional, educational and civic organizations.
Michael D. Allen
is retired
after a 40-year career in the banking industry. Mr. Allen began his
career with Seattle First National Bank in 1964 and progressed through a number
of management positions, including serving as Vice President and Credit
Supervisor for Southwest Washington. From 1989 until 1998, Mr. Allen
served as Executive Vice President of Northwest National Bank, responsible for
commercial and retail banking operations. During that bank
=
s pending
acquisition by US Bank, Mr. Allen served as President from 1998 until
1999. He is a past board member of the Southwest Washington Private
Industry Council, Identity Clark County, the Vancouver Housing Authority and the
Community Housing Resource Center.
MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
AND
CORPORATE GOVERNANCE MATTERS
Board
of Directors
The
Boards of Directors of Riverview and Riverview Community Bank conduct their
business through Board and committee meetings. During the fiscal year
ended March 31, 2008, the Riverview Board of Directors held eight regular
meetings and the Bank Board of Directors held nine regular
meetings. Neither Board held any special meetings during the year
ended March 31, 2008. No director attended fewer than 75% of the
total meetings of the Boards and committees on which he served during this
period.
Committees
and Committee Charters
Riverview
=
s Board of
Directors has standing Audit and Nominating Committees. Riverview
Community Bank
=
s Board of
Directors has standing Executive, Audit, Personnel/Compensation, Compliance and
Risk Management, Senior Loan and Nominating
Committees. Riverview
=
s Board of
Directors does not have its own compensation committee because Riverview has no
employees. Riverview
=
s Audit and
Nominating Committees have adopted written charters, copies of which are
available on our website at www.riverviewbank.com.
Committees
of the Riverview Board of Directors
The
Executive Committee consists of Directors Sheaffer (Chairman), Geiger and
Runyan. This Committee meets as necessary in between meetings of the
full Board of Directors. The Executive Committee did not meet during
the fiscal year ended March 31, 2008.
The Audit
Committee consists of Directors Geiger (Chairman), Allen and Runyan, and is
responsible for developing and monitoring the audit program. It also
has the sole authority to appoint or replace our independent
auditor.
The
Committee meets with the independent auditor to discuss the results of the
annual audit and quarterly procedures. The members of the Committee
also receive and review all the reports, findings and other information
presented to them by the officers regarding financial reporting policies and
practices. Each member of the Audit Committee is
A
independent,
@
in
accordance with the requirements for companies listed on Nasdaq. In
addition, Mr. Geiger has been designated by the Board of Directors as the
A
audit
committee financial expert,
@
as defined
by the SEC. The Audit Committee met seven times during the fiscal
year ended March 31, 2008.
The
Nominating Committee consists of Directors Runyan (Chairman), Douglass and
Allen, and is responsible for selecting nominees for the election of directors
and developing a list of nominees for Board vacancies. Each member of
the Committee is
A
independent,
@
in
accordance with the requirements for companies quoted on The Nasdaq Stock
Market. The Committee met three times during the fiscal year ended
March 31, 2008.
Only
those nominations made by the Committee or properly presented by stockholders
will be voted upon at the annual meeting. In its deliberations for
selecting candidates for nominees as director, the Nominating Committee
considers the candidate
=
s knowledge
of the banking business and involvement in community, business and civic
affairs, and also considers whether the candidate would provide for adequate
representation of the market area of Riverview Community Bank. Any
nominee for director made by the Committee must be highly qualified with regard
to some or all these attributes. In searching for qualified director
candidates to fill vacancies in the Board, the Committee solicits its current
Board of Directors for names of potentially qualified
candidates. Additionally, the Committee may request that members of
the Board of Directors pursue their own business contacts for the names of
potentially qualified candidates. The Committee would then consider
the potential pool of director candidates, select the candidate the Committee
believes best meets the then-current needs of the Board, and conduct a thorough
investigation of the proposed candidate
=
s background
to ensure there is no past history that would cause the candidate not to be
qualified to serve as a Riverview director. The Committee will
consider director candidates recommended by our stockholders. If a
stockholder submits a proposed nominee, the Committee would consider the
proposed nominee, along with any other proposed nominees recommended by members
of our Board of Directors, in the same manner in which the Committee would
evaluate its nominees for director. For a description of the proper
procedure for stockholder nominations, see
A
Stockholder
Proposals and Nominations
@
in this
proxy statement.
Committees
of the Riverview Community Bank Board of Directors
The
Executive Committee, which consists of Directors Sheaffer (Chairman), Geiger and
Runyan, meets as necessary in between meetings of the full Board of
Directors. This Committee met ten times during the fiscal year ended
March 31, 2008.
The Audit
Committee consists of Directors Geiger (Chairman), Allen and Runyan, and is
responsible for developing and monitoring the audit program. The
Committee meets with the independent auditor to discuss the results of the
annual audit and quarterly procedures. The members of the Committee
also receive and review all the reports, findings and other information
presented to them by the officers regarding financial reporting policies and
practices. The Audit Committee met seven times during the fiscal year
ended March 31, 2008.
The
Personnel/Compensation Committee consists of Directors
Douglass (Chairman), Runyan and Olson. This Committee
determines annual grade and salary levels for Riverview Community Bank employees
and establishes personnel policies. Each member of the
Personnel/Compensation Committee is
A
independent,
@
in
accordance with the requirements for companies listed on Nasdaq. The
Personnel/Compensation Committee met four times during the fiscal year ended
March 31, 2008.
The Risk
Management Committee (formerly the Compliance Committee) consists of Directors
Olson (Chairman), Allen, Douglass, Geiger, Runyan, Sheaffer and Wysaske, and Don
Sasaki, the Risk Manager of the Bank, who does not vote on matters presented to
the Committee. This Committee is responsible for directing and
monitoring the internal audit and compliance programs. The Risk
Management Committee met three times during the fiscal year ended March 31,
2008.
The
Senior Loan Committee consists of Directors Sheaffer, Allen and Douglass, and is
chaired by Executive Vice President David A. Dahlstrom, who does not vote on
matters presented to the Committee. The Committee reviews
and
approves all aggregate lending relationships from $4 million to Riverview
Community Bank
=
s internal
loan limit. The Senior Loan Committee met 32 times during the fiscal
year ended March 31, 2008.
The
Nominating Committee consists of Directors Runyan (Chairman), Douglass and
Allen, and is responsible for selecting nominees for the election of directors
and developing a list of nominees for Board vacancies. The Committee
met three times during the fiscal year ended March 31, 2008.
Corporate
Governance
We are
committed to establishing and maintaining high standards of corporate
governance. The Board of Directors is cognizant of its responsibility
to comply with the provisions contained in the Sarbanes-Oxley Act of 2002, the
rules and regulations of the SEC adopted thereunder, and Nasdaq with respect to
corporate governance. The Board and its committees will continue to
evaluate and improve our corporate governance principles and policies as
necessary and as required.
Code of Ethics.
On
January 16, 2008, the Board of Directors revised the Officer and Director Code
of Ethics, that had originally been adopted December 17, 2003. The
Code is applicable to each of Riverview
=
s directors
and officers, including the principal executive officer and senior financial
officers, and requires individuals to maintain the highest standards of
professional conduct. A copy of the Code of Ethics is available on
our website at www.riverviewbank.com.
Communication with the Board of
Directors.
The Board of Directors maintains a process for
stockholders to communicate with the Board. Stockholders wishing to
communicate with the Board should send any communication to the Corporate
Secretary, Riverview Bancorp, Inc., 900 Washington Street, Suite 900, Vancouver,
Washington 98660. Any communication must state the number of shares
beneficially owned by the stockholder making the communication. The
Corporate Secretary will forward such communication to the full Board of
Directors or to any individual director or directors to whom the communication
is directed unless the communication is unduly hostile, threatening, illegal or
similarly inappropriate, in which case the Corporate Secretary has the authority
to discard the communication or take appropriate legal action.
Annual Meeting Attendance by
Directors.
We do not have a policy regarding Board member
attendance at annual meetings of stockholders. All members of the
Board of Directors attended the 2007 annual meeting of
stockholders.
Related Party
Transactions.
Federal regulations require that all loans or
extensions of credit to executive officers and directors must be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons (unless
the loan or extension of credit is made under a benefit program generally
available to all other employees and does not give preference to any insider
over any other employee) and does not involve more than the normal risk of
repayment or present other unfavorable features. Riverview Community
Bank is therefore prohibited from making any new loans or extensions of credit
to its executive officers and directors at different rates or terms than those
offered to the general public and has adopted a policy to this
effect. The aggregate amount of loans by the Bank to its executive
officers and directors was approximately $418,000 at March 31,
2008. These loans (i) were made in the ordinary course of business,
(ii) were made on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank
=
s other
customers and (iii) did not involve more than the normal risk of collectibility
or present other unfavorable features when made. Loans in amounts up
to $13.5 million are granted pursuant to Riverview Community Bank
=
s normal
approval procedures. All loans and aggregate loans to individual
directors and executive officers are required to be reviewed by the Executive
Committee and reported to the Board.
All loan approval and
review procedures are governed by written policies.
Director
Independence.
Our common stock is listed on the Nasdaq Global
Select Market. In accordance with Nasdaq requirements, at least a
majority of our directors must be independent directors. The Board
has determined that five of our seven directors are independent, as defined by
Nasdaq. Messrs. Allen, Douglass, Geiger, Olson and Runyan are all
independent. Only Patrick Sheaffer, who is our Chairman and Chief
Executive Officer, and Ronald A. Wysaske, who is our President and Chief
Operating Officer, are not independent.
The
following table shows the compensation paid to our non-employee directors for
the fiscal year ended March 31, 2008. Compensation for Directors
Patrick Sheaffer and Ronald A. Wysaske, who are employees of Riverview Community
Bank, is included in the section entitled
A
Executive
Compensation.
@
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
Change
in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)(2)
|
All
Other
Compen-
sation
($)(3)
|
Total
($)
|
|
|
|
|
|
|
|
|
Paul
L. Runyan
|
21,250
|
--
|
--
|
--
|
27,380
|
131
|
48,761
|
Gary
R. Douglass
|
25,500
|
--
|
--
|
--
|
15,130
|
131
|
40,761
|
Edward
R. Geiger
|
20,500
|
--
|
--
|
--
|
--
|
131
|
20,631
|
Michael
D. Allen
|
14,500
|
--
|
--
|
--
|
7,929
|
131
|
22,560
|
Jerry
C. Olson
|
16,750
|
--
|
7,747
|
--
|
--
|
131
|
24,628
|
Robert
K. Leick (4)
|
7,750
|
--
|
--
|
--
|
14,314
|
3,115
|
25,179
|
____________
(1)
|
Represents
the dollar amount of expense recognized for financial statement reporting
purposes for outstanding awards, calculated pursuant to the provisions of
Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123 (revised 2004),
A
Share-Based
Payment
@
(
A
FAS
123R
@
). For
a discussion of valuation assumptions, see Note 14 of the Notes to
Consolidated Financial Statements in Riverview
=
s
Annual Report on Form 10-K for the year ended March 31, 2008. Mr. Olson
was granted 10,000 options on July 18, 2007. Twenty percent of the options
vested on the grant date, the remaining options vest in 20% increments on
the grant date over the next four years. The aggregate grant date fair
value of the award was $23,300.
|
(2)
|
Consists
of earnings on balances in the nonqualified deferred compensation
plan.
|
(3)
|
Consists
of a small gift to directors; also includes a retirement gift for Director
Leick.
|
(4)
|
Director
Leick retired effective as of October 31,
2007.
|
Directors
receive an annual retainer of $5,000 and a fee of $1,000 for each Board meeting
attended. Outside directors also receive $250 for each committee
meeting attended. The Personnel/Compensation Committee recommends to
the Board of Directors the amount of fees paid for service on the
Board. During the fiscal year ended March 31, 2008, there were no
increases in Board or committee meeting fees.
Riverview
Community Bank adopted a non-qualified deferred compensation plan in 1986 which
permits directors to elect to defer their retainer and monthly fees until
retirement with no income tax payable by the director until retirement benefits
are received. We credit an earnings adjustment on assets under the
plan based on the rate of the Bank
=
s average
yield in assets for the prior year, less 100 basis points. For the
calendar year ended December 31, 2007, this crediting rate was
7.51%. Under the current version of the plan, when the participant
ceases to be a director, we will pay the director or his designated
beneficiaries his plan benefit in a lump sum or in annual installments over ten
years, as elected by the director. This election is made at the same
time the director makes his compensation deferral election. The
payment will be based on an amount equal to the balance in the director
=
s account
immediately before the date on which benefits commence, plus interest on the
unpaid balance if the payment is made in installments. Payments shall
commence upon the first day of the second year following the year in which the
participant ceases to be a director, unless the committee administering the plan
elects to commence payment earlier, and earlier payment is permitted by
law. Payments may also be on account of hardship, as defined under
the plan. The estimated liability under the plan is accrued as earned
by the director. At March 31, 2008, our aggregate liability
under the plan for directors was $700,000.
Compensation
Discussion and Analysis
Personnel/Compensation
Committee.
Because Riverview does not have its own employees,
the Personnel/Compensation Committee of Riverview Community Bank is responsible
for establishing and monitoring compensation policies, and for evaluating
performance and setting salaries. The Committee is responsible for
evaluating the performance of our Chief Executive Officer, while the Chief
Executive Officer evaluates the performance of other senior officers of the Bank
and makes recommendations to the Committee regarding compensation
levels.
Objectives and Overview of the
Compensation Program.
Our executive compensation policies are
designed to establish an appropriate relationship between executive pay and the
annual and long-term performance of Riverview and Riverview Community Bank, to
reflect the attainment of short- and long-term financial performance goals, to
enhance our ability to attract and retain qualified executive officers, and to
align to the greatest extent possible the interests of management and
shareholders. The principles underlying the executive compensation
policies include the following:
$
|
to
attract and retain key executives who are vital to our long-term success
and are of the highest caliber;
|
$
|
to
provide levels of compensation competitive with those offered throughout
the financial industry and consistent with our level of
performance;
|
$
|
to
motivate executives to enhance long-term stockholder value by building
their equity interest in Riverview;
and
|
$
|
to
integrate the compensation program with our annual and long-term strategic
planning and performance measurement
processes.
|
The
Committee considers a variety of subjective and objective factors in determining
the compensation package for individual executives, including: (1) the
performance of Riverview and Riverview Community Bank as a whole, with emphasis
on annual performance factors and long-term objectives; (2) the responsibilities
assigned to each executive; and (3) the performance of each executive of
assigned responsibilities as measured by our progress during the
year.
Compensation Program
Elements.
The Personnel/Compensation Committee focuses
primarily on the following four components in forming the total compensation
program for our executive officers:
$
|
incentive
compensation;
|
$
|
deferred
compensation; and
|
$
|
long-term
incentive compensation.
|
The
current compensation plans involve a combination of salary, incentive
compensation to reward short-term performance, deferred compensation and stock
option grants to reward long-term performance.
Base
Salary
.
The
purpose of base salary is to create a secure base of cash compensation for our
employees. Salary levels are designed to be competitive within the banking and
financial services industries. In setting competitive salary levels,
the Personnel/Compensation Committee regularly evaluates current salary levels
by surveying similar institutions in Washington, Oregon, the Northwest and the
United States. The survey analysis focuses primarily on asset size,
nature of ownership, type of operation and other common
factors. Specifically, the Committee annually reviews the Northwest
Financial Industry Salary Survey prepared by Milliman USA in association with
the Washington Bankers Association, the Washington Financial League and the
Oregon Bankers Association, covering 111 Northwest financial
organizations,
and the America
=
s Community
Banker
=
s
Compensation Survey which covers over 375 responding financial institutions
nationwide. We analyze the results of the survey by position, and the
midpoint of each position/grade, as it compares to Riverview Community
Bank. In the past, we have used the services of Watson Wyatt to
assist in the development of salary and incentive compensation
programs. Our Chief Operating Officer engaged Watson Wyatt Worldwide
to perform an analysis for the year ended March 31, 2005 of our compensation
process, and short-term incentives for our executive officers and certain other
selected senior officers. The final report presented observations of
competitive base salaries and short-term incentives. See
A
Incentive
Compensation Program
@
for
additional information.
Incentive
Compensation Program
.
We
believe it is appropriate to provide individuals who are responsible for
managing existing business and/or generating new business with competitive
incentive compensation opportunities. Our incentive compensation plan
is designed to provide for incentive compensation with established targets of
40% of salary for the Chief Executive Officer, 50% of salary for the Chief
Operating Officer, 35% to 45% of salary for executive vice presidents and 15% to
35% of salary for senior management. Certain other officers may
participate in the plan at a level of 10% to 30% of salary. The
Watson Wyatt review described above included a review of plan objectives,
eligibility/participation, award potentials, performance measures and award
determination. Recommendations included suggested participants
(senior management and key loan production employees) and optimal incentives
(increase the maximum award potential to two times the salary-at-risk
percentage). By rewarding goals that are exceeded, we truly utilize
incentive for growth and are competitive in the marketplace. The
Personnel/Compensation Committee reviewed the recommendations of Watson Wyatt
and approved them in 2005. We may utilize the services of
compensation consultants, as needed, to remain fair and competitive in the
future.
The
Personnel/Compensation Committee approves goals and incentive participation each
year. Individual participant goals and performance modifier targets
are communicated to participants in writing in the first quarter of the fiscal
year to which the goals apply. Goals are measured against performance
after the end of the fiscal year. Results are communicated the month
following year-end for each participant. The performance modifier
ranges from zero to a maximum of two times the salary at risk
percentage. In making awards under the incentive compensation plan,
the Personnel/Compensation Committee, the Chief Operating Officer and Chief
Executive Officer or executive officers, as appropriate, review quantifiable
data versus a plan approved by the Board. The plan also provides for
subjective evaluation of performance by the Committee, the Chief Operating
Officer and Chief Executive Officer or executive officers, as
appropriate.
Currently,
performance measures include financial objectives such as profitability, loan
production, deposit growth and efficiency. Participant salaries are
recorded, with specific goals tied to Riverview Community Bank
=
s goals for
the year, and a percentage of compensation is noted as
A
salary at
risk.
@
For
example, if the Chief Executive Officer
=
s salary is
$235,937 per year with a 40% salary at risk factor, the opportunity for salary
at risk compensation is $94,375 if goals are met at 100%. The salary
at risk is divided into several goals based on annual goals of Riverview and
Riverview Community Bank. A performance modifier is used to determine
the percentage of the goal met. A goal partially met at 88% with a
weight factor of 25% of salary at risk would look like this:
$235,937
x 40% salary at risk = $94,375
Goal
Weight
|
|
|
Performance
Modifier
|
|
|
Result
|
|
|
0.25
|
|
|
|
0.88
|
|
|
|
0.22
|
|
$94,375 x
.22 = $20,763
Performance
goals are assessed annually and paid following the fiscal year
end. For the fiscal year ended March 31, 2008, the performance goals
for the named executive officers, with the exception of John A. Karas, consisted
of profit, loan growth, deposit growth and efficiency ratio. The
actual financial performance goals for all the named executive officers except
for Mr. Karas were profit of $11.25 million, loan production of $348 million,
deposit growth of $35.0 million and an efficiency ratio of 59%. Mr.
Karas
=
actual financial performance goals for the Riverview Asset Management Corp. plan
based awards were total revenue of $2.3 million and before tax profit of
$600,000. The weights assigned to each performance goal vary by
position, as shown in the table below:
|
Performance
Goal
|
Name
|
Profit
|
Loan
Production
|
Deposit
Growth
|
Efficiency
Ratio
|
|
|
|
|
|
Patrick
Sheaffer
|
25%
|
25%
|
25%
|
25%
|
Ronald
A. Wysaske
|
25%
|
25%
|
25%
|
25%
|
David
A. Dahlstrom
|
25%
|
30%
|
20%
|
25%
|
Kevin
J. Lycklama
|
30%
|
20%
|
20%
|
30%
|
Ronald
L. Dobyns (1)
|
30%
|
20%
|
20%
|
30%
|
_________
(1)
|
Mr.
Dobyns resigned on January 11,
2008.
|
Mr.
Karas, who is the President and Chief Executive Officer of Riverview Asset
Management Corp., had 2008 performance goals that consisted of
profit, weighted at 70%, and revenue, weighted at 30%. For all of the
named executive officers, the goals had performance modifiers that ranged from
zero to two times salary at risk.
For the
fiscal year ended March 31, 2008, the corporate and financial performance goals
for all of our executive officers, with the exception of Mr. Karas, under the
incentive compensation plan were identical. For the year ended March
31, 2008, the salary at risk results for our named executive officers, with the
exception of Mr. Karas, were as follows:
Name
|
Base
Salary (1)
|
Profit
|
Loan
Production
|
Deposit
Growth
|
Efficiency
|
Total
|
%
Salary
Eligible
|
|
|
|
|
|
|
|
|
Patrick
Sheaffer
|
$235,937
|
25%
|
25%
|
25%
|
25%
|
100%
|
40%
|
Performance
Modifier
|
|
0
|
1.54
|
0.52
|
0
|
|
|
Incentive
Compensation
|
|
--
|
$36,334
|
$12,161
|
--
|
$48,495
|
|
|
|
|
|
|
|
|
|
Ronald
A. Wysaske
|
$210,586
|
25%
|
25%
|
25%
|
25%
|
100%
|
50%
|
Performance
Modifier
|
|
0
|
1.54
|
0.52
|
0
|
|
|
Incentive
Compensation
|
|
--
|
$40,538
|
$13,568
|
--
|
$54,106
|
|
|
|
|
|
|
|
|
|
David
A. Dahlstrom
|
$154,344
|
25%
|
30%
|
20%
|
25%
|
100%
|
35%
|
Performance
Modifier
|
|
0
|
1.54
|
0.52
|
0
|
|
|
Incentive
Compensation
|
|
--
|
$24,957
|
$5,569
|
--
|
$30,526
|
|
|
|
|
|
|
|
|
|
Kevin
J. Lycklama
|
$89,448
|
30%
|
20%
|
20%
|
30%
|
100%
|
15%
|
Performance
Modifier
|
|
0
|
1.54
|
0.52
|
0
|
|
|
Incentive
Compensation
|
|
--
|
$4,132
|
$1,384
|
--
|
$5,516
|
|
|
|
|
|
|
|
|
|
Ronald
L. Dobyns (2)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
Performance
Modifier
|
|
|
|
|
|
|
|
Incentive
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Mr.
Dobyns resigned on January 11, 2008, and was, therefore, ineligible for
salary at risk.
|
For the
year ended March 31, 2008, the salary at risk result for Mr. Karas was as
follows:
|
Base
Salary (1)
|
Profit
|
Revenue
|
Total
|
%
Salary
Eligible
|
|
|
|
|
|
|
John
A. Karas
|
$154,788
|
70%
|
30%
|
100%
|
40%
|
Performance
Modifier
|
|
1.636
|
0.918
|
|
|
Incentive
Bonus
|
|
$70,905
|
$17,051
|
$87,956
|
|
|
|
|
|
|
|
____________
Deferred
Compensation.
Officers at the level of senior vice president
and above may elect to defer up to 10% of salary and bonus until retirement,
with no income tax payable by the officer until retirement benefits are
received. This alternative is available through the non-qualified
deferred compensation plan described below in the section entitled
A
Nonqualified
Deferred Compensation.
@
Long Term
Incentive Compensation.
In connection with Riverview Community
Bank
=
s
reorganization into the holding company structure, the Board of Directors
adopted the 1998 Stock Option Plan and the 1998 Management Development and
Recognition Plan for executive officers, employees and non-employee
directors. These plans were approved by Riverview
=
s
stockholders. The Board of Directors also adopted the 2003 Stock
Option Plan, which was approved by stockholders at the 2003 annual meeting of
stockholders. Under the plans, non-employee directors, executive
officers and other employees may receive grants and awards. We
believe that stock ownership by our executives is a significant factor in
aligning the interests of the executives with those of
stockholders. Stock options and restricted stock awards under the
plans are allocated based upon regulatory practices and policies, and the
practices of other publicly traded financial institutions as verified by
external surveys and are based upon the executive officers
=
level of
responsibility and contributions to Riverview and Riverview Community
Bank.
Stock
ownership is also enhanced through participation in our ESOP, under which
eligible employees receive an allocation of Riverview stock based on a
percentage of eligible wages. The Board of Directors has appointed an
administrative committee of Riverview officers to administer the ESOP and the
401(k) plan, and the named executive officers participate in both of these
plans. On an annual basis, Riverview allocates shares to the ESOP, which applies
to all eligible participants including the named executive officers. In fiscal
year 2008, Riverview contributed 24,633 shares into the ESOP on behalf of
eligible participants, and matched the first four percent of participants'
contributions into the 401(k) plan each payroll period.
Allocation of
Compensation.
We do not have any specific policies regarding
allocation of total compensation between short-term and long-term elements, or
cash and non-cash elements. For the year ended March 31, 2008, the composition
of total compensation for our named executive officers was as
follows:
Type
of Compensation
|
Percentage
of Total
Compensation
|
|
|
Base
salary
|
69.0
|
Incentive
compensation
|
15.9
|
Deferred
compensation earnings
|
5.5
|
Long-term
incentive and other compensation
|
9.6
|
Personnel/Compensation
Committee Report
The
Personnel/Compensation Committee of Riverview Community Bank
=
s Board of
Directors has submitted the following report for inclusion in this proxy
statement:
We have
reviewed and discussed the Compensation Discussion and Analysis contained in
this proxy statement with management. Based on the Committee
=
s review of
and the discussion with management with respect to the Compensation Discussion
and Analysis, we recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this proxy statement.
The
foregoing report is provided by the following directors, who constitute the
Personnel/Compensation Committee:
|
Personnel/Compensation
Committee
|
|
|
|
|
|
Gary R. Douglass,
Chairman
|
|
Paul L.
Runyan
|
|
Jerry C.
Olson
|
This
report shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not
otherwise be deemed filed under such acts.
Summary
Compensation Table
The
following table shows information regarding compensation earned during the
fiscal year ended March 31, 2008 for our named executive officers:
(1) Patrick Sheaffer, our principal executive officer; (2) Kevin J.
Lycklama, our principal financial officer; (3) our three other most highly
compensated executive officers, who are Ronald A. Wysaske, John A. Karas and
David A. Dahlstrom; and (4) Ronald L. Dobyns, our principal financial officer
until January 11, 2008. We did not pay any bonuses in fiscal
year 2008, nor do the named executive officers have any restricted stock awards
outstanding; therefore, these columns have been deleted from the table
below.
Name
and Principal Position
|
Year
|
Salary
($)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
Change
in
Pension
Value
and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)(2)
|
All
Other
Compen-
sation
($)(3)
|
Total
($)
|
|
|
|
|
|
|
|
|
Patrick
Sheaffer
|
2008
|
250,020
|
--
|
48,495
|
36,290
|
42,968
|
377,773
|
Chairman
and Chief Executive
|
2007
|
221,021
|
--
|
99,600
|
29,865
|
41,510
|
391,996
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald
A. Wysaske
|
2008
|
219,119
|
--
|
54,106
|
33,260
|
36,911
|
343,396
|
President
and Chief Operating
|
2007
|
201,272
|
--
|
111,123
|
27,289
|
38,092
|
377,776
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
A. Karas
|
2008
|
161,090
|
--
|
87,957
|
1,736
|
23,373
|
274,156
|
Executive
Vice President and
|
2007
|
155,637
|
--
|
109,388
|
1,156
|
19,552
|
285,733
|
President
and Chief Executive
|
|
|
|
|
|
|
|
Officer
of Riverview Asset
|
|
|
|
|
|
|
|
Management
Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
A. Dahlstrom
|
2008
|
160,628
|
--
|
30,526
|
5,542
|
15,200
|
211,896
|
Executive
Vice President and
|
2007
|
146,671
|
--
|
55,256
|
3,527
|
19,056
|
224,510
|
Chief
Credit Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin
J. Lycklama (4)
|
2008
|
94,653
|
1,400
|
5,516
|
6
|
5,646
|
107,221
|
Senior
Vice President and
|
2007
|
71,645
|
--
|
11,428
|
--
|
2,505
|
85,578
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald
L. Dobyns (5)
|
2008
|
96,192
|
--
|
--
|
1,029
|
11,315
|
108,536
|
Former
Senior Vice President
|
2007
|
115,378
|
--
|
44,429
|
662
|
15,190
|
175,659
|
and
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_____________
(1)
|
Represents
the dollar amount of expense recognized for financial statement reporting
purposes for outstanding awards. Amounts are calculated pursuant to the
provisions of FAS 123R. For a discussion of valuation assumptions, see
Note 14 of the Notes to Consolidated Financial Statements in
Riverview
=
s
Annual Report on Form 10-K for the year ended March 31,
2008.
|
(2)
|
Consists
of earnings on balances in the nonqualified deferred compensation
plan.
|
(3)
|
Please
see the table below for more information on the other compensation paid to
our executive officers in the year ended March 31,
2008.
|
(4)
|
Mr.
Lycklama was appointed as Senior Vice President and Chief Financial
Officer as of February 14, 2008. Prior to that, he served as Vice
President and Controller, since June 12, 2006.
|
(5)
|
Mr.
Dobyns resigned on January 11,
2008.
|
All Other
Compensation.
The following table sets forth details of
A
All other
compensation,
@
as
presented above in the Summary Compensation Table. The amounts
reflected constitute contributions by Riverview Community Bank.
Name
|
ESOP
Contribution
($)
|
401(k)
Plan
Contribution
($)
|
Life
Insurance
Premium
($)
|
Company
Car
Allowance
($)
|
Board
Fees
($)
|
Total
($)
|
|
|
|
|
|
|
|
Patrick
Sheaffer
|
5,968
|
9,210
|
4,190
|
8,400
|
15,200
|
42,968
|
Ronald
A. Wysaske
|
5,968
|
7,421
|
2,322
|
6,000
|
15,200
|
36,911
|
John
A. Karas
|
5,958
|
8,963
|
2,452
|
6,000
|
--
|
23,373
|
David
A. Dahlstrom
|
5,158
|
7,998
|
2,044
|
--
|
--
|
15,200
|
Kevin
J. Lycklama
|
1,227
|
4,203
|
216
|
--
|
--
|
5,646
|
Ronald
L. Dobyns (1)
|
4,311
|
5,831
|
1,173
|
--
|
--
|
11,315
|
_________
(1)
|
Mr.
Dobyns resigned on January 11,
2008.
|
Employment and Severance
Agreements.
We entered into employment agreements with Messrs.
Sheaffer, Wysaske, Dahlstrom and Karas on September 18, 2007. These
agreements expire in three years, but are subject to annual renewal
provisions. For the year ending March 31, 2009, the annual salaries
of Messrs. Sheaffer, Wysaske, Karas and Dahlstrom are $263,884, $227,433,
$167,171 and $166,692, respectively. The salaries, which are paid by
Riverview Community Bank, must be reviewed annually and may be increased at the
discretion of the Board. The employment agreements also provide that
the executives will participate in our salary at risk bonus program and to
receive all benefits that we provide to our employees generally. The
employment agreements provide that compensation must be paid in the event of
disability, termination without cause, termination by the executive for
specified reasons or in the event of a change in control, as described below
under
A
Potential
Payments Upon Termination.
@
We have
entered into a change in control agreement with Mr. Lycklama on September 18,
2007. The agreement expires in three years, but is subject to annual
renewal provisions. The agreement provides for severance payments and
continuation of employee benefits in the event of involuntary termination of
employment in connection with any change in control of Riverview, as described
below under
A
Potential
Payments Upon Termination.
@
Grants
of Plan-Based Awards
The
following table shows information regarding grants of plan-based awards made to
our named executive officers for the fiscal year ended March 31,
2008. We did not grant any equity incentive plan awards.
|
|
Estimated
Possible Payouts Under
Non-Equity
Incentive Plan Awards (1)
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units
(#)
|
All
Other
Awards:
N
umber
of
Securities
Under-
lying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|
|
|
|
|
|
|
|
|
Patrick
Sheaffer
|
--
|
--
|
94,375
|
188,750
|
--
|
--
|
--
|
--
|
Ronald
A. Wysaske
|
--
|
--
|
105,293
|
210,586
|
--
|
--
|
--
|
--
|
John
A. Karas
|
--
|
--
|
61,915
|
123,830
|
--
|
--
|
--
|
--
|
David
A. Dahlstrom
|
--
|
--
|
54,020
|
108,040
|
--
|
--
|
--
|
--
|
Kevin
J. Lycklama
|
--
|
--
|
13,417
|
26,834
|
--
|
--
|
--
|
--
|
|
03/19/08
|
--
|
--
|
--
|
--
|
5,000
(2)
|
10.19
|
6,800
|
Ronald
L. Dobyns (3)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
|
|
|
|
|
|
|
_____________
(1)
|
The
performance goals and measurements associated with our executive
officers
=
non-equity incentive plan that generate the awards set forth above are
provided in the
A
Incentive
Compensation Program
@
discussion beginning on page 11.
|
(2)
|
Twenty
percent of the options vested on the grant date; the remaining options
vest in 20% increments on the grant date over the next four
years.
|
(3)
|
Mr.
Dobyns resigned on January 11,
2008.
|
Outstanding
Equity Awards
The
following information with respect to outstanding option awards as of March 31,
2008 is presented for the named executive officers. The named
executive officers have no unvested stock awards or equity incentive plan awards
outstanding.
Name
|
Grant
Date
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
|
|
|
|
|
Patrick
Sheaffer
|
03/15/06
|
16,000
|
--
|
12.98
|
03/15/16
|
Ronald
A. Wysaske
|
03/15/06
|
16,000
|
--
|
12.98
|
03/15/16
|
|
10/01/98
|
19,780
|
--
|
6.88
|
10/01/08
|
John
A. Karas
|
03/15/06
|
16,000
|
--
|
12.98
|
03/15/16
|
David
A. Dahlstrom
|
03/15/06
|
16,000
|
--
|
12.98
|
03/15/16
|
|
05/16/02
|
20,000
|
--
|
6.76
|
05/06/12
|
Kevin
J. Lycklama
|
03/19/08
|
1,000
|
4,000
|
10.19
|
03/19/18
|
Ronald
L. Dobyns (1)
|
03/15/06
|
8,000
|
--
|
12.98
|
04/11/08
|
_________
(1)
|
Mr.
Dobyns resigned on January 11,
2008.
|
Options
Exercised and Stock Vested
The
following table shows the value realized upon exercise of stock options for our
named executive officers in the year ended March 31, 2008. The named
executive officers did not have any stock awards which vested during the year
ended March 31, 2008.
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
|
|
|
Patrick
Sheaffer
|
--
|
--
|
Ronald
A. Wysaske
|
19,781
|
116,411
|
John
A. Karas
|
--
|
--
|
David
A. Dahlstrom
|
--
|
--
|
Kevin
J. Lycklama
|
--
|
--
|
Ronald
L. Dobyns
|
2,000
|
14,510
|
Nonqualified
Deferred Compensation
The
following information is presented with respect to plans that provide for the
deferral of compensation on a basis that is not tax-qualified in which the named
executive officers participated in the year ended March 31, 2008.
Name
|
Executive
Contributions
in
Last FY
($)
|
Registrant
Contributions
in
Last FY
($)
|
Aggregate
Earnings
in
Last
FY
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at
FYE
($)
|
|
|
|
|
|
|
Patrick
Sheaffer
|
15,000
|
--
|
36,290
|
--
|
509,630
|
Ronald
A. Wysaske
|
15,000
|
--
|
33,260
|
--
|
467,708
|
John
A. Karas
|
5,400
|
--
|
1,736
|
--
|
26,191
|
David
A. Dahlstrom
|
21,000
|
--
|
5,542
|
--
|
83,501
|
Kevin
J. Lycklama
|
1,000
|
--
|
6
|
--
|
1,006
|
Ronald
L. Dobyns (1)
|
3,100
|
--
|
1,029
|
--
|
15,450
|
_________
(1)
|
Mr.
Dobyns resigned on January 11,
2008.
|
Officers
at the level of senior vice president and above may elect to defer up to 10% of
salary and bonus until retirement, with no income tax payable by the officer
until retirement benefits are received under the deferred compensation plan
adopted by Riverview Community Bank. We credit an earnings adjustment
on assets under the plan based on the rate of the Bank
=
s average
yield in assets for the prior year, less 100 basis points. For the
calendar year ended December 31, 2007, this crediting rate was
7.51%. Under the current version of the plan, when the officer
separates from service, we will pay the officer or his designated beneficiaries
his plan benefit in a lump sum or in annual installments over ten years, as
elected by the officer. This election is made at the same time the
officer makes his compensation deferral election. The payment will be
based on an amount equal to the balance in the officer
=
s account
immediately before the date on which benefits commence, plus interest on the
unpaid balance if the payment is made in installments. Payments shall
commence on the first day of the second year following the year in which the
officer separates from service, unless the committee that administers the plan
elects to commence payment earlier, and earlier payment is permitted by
law. Payments may also be on account of hardship, as defined under
the plan. The estimated liability under the plan is accrued as earned
by the officer. At March 31, 2008, our aggregate liability under the
plan for the named executive officers was $1,109,000.
Potential
Payments Upon Termination
We have
entered into agreements with the named executive officers that provide for
potential payments upon disability, termination and
retirement. In addition, our equity plans also provide for potential
payments upon termination. The following table shows, as of March 31,
2008, the value of potential payments and benefits following a termination of
employment under a variety of scenarios.
|
Disability
($)
|
Involuntary
Termination
($)
|
Involuntary
Termination
Following
Change
in
Control
($)
|
Normal
Retirement
($)
|
|
|
|
|
|
Patrick
Sheaffer
(1)
|
|
|
|
|
Employment
Agreement
|
593,779
|
1,016,219
|
1,016,219
|
1,016,219
|
Deferred
Compensation Plan
|
|
|
|
|
Equity
Plans
|
--
|
--
|
--
|
--
|
|
|
|
|
|
Ronald A.
Wysaske
|
|
|
|
|
Employment
Agreement
|
56,836
|
945,929
|
945,929
|
945,929
|
Deferred
Compensation Plan
|
|
|
|
|
Equity
Plans
|
--
|
--
|
--
|
--
|
|
|
|
|
|
John A.
Karas
|
|
|
|
|
Employment
Agreement
|
41,776
|
891,535
|
891,535
|
891,535
|
Deferred
Compensation Plan
|
|
|
|
|
Equity
Plans
|
--
|
--
|
--
|
--
|
|
|
|
|
|
David A.
Dahlstrom
|
|
|
|
|
Employment
Agreement
|
41,656
|
676,209
|
676,209
|
676,209
|
Deferred
Compensation Plan
|
|
|
|
|
Equity
Plans
|
--
|
--
|
--
|
--
|
|
|
|
|
|
Kevin J.
Lycklama
|
|
|
|
|
Change
in Control Agreement
|
--
|
--
|
270,794
|
--
|
Equity
Plans
|
--
|
--
|
(2)
|
--
|
|
|
|
|
|
Ronald A.
Dobyns
(3)
|
|
|
|
|
Change
in Control Agreement
|
--
|
--
|
--
|
--
|
Equity
Plans
|
--
|
--
|
--
|
--
|
|
|
|
|
|
___________
(1)
|
Mr.
Sheaffer is ineligible for Riverview
=
s
long-term disability plan; therefore, we must pay 75% of his base salary
in the event of disability as provided in his employment
agreement.
|
(2)
|
The
exercise price of Mr. Lycklama
=
s
unvested options was greater than the closing price of Riverview
=
s
common stock on March 31, 2008.
|
(3)
|
Mr.
Dobyns resigned on January 11,
2008.
|
Employment
Agreements.
We have entered into employment agreements with
Messrs. Sheaffer, Wysaske, Karas and Dahlstrom. Each agreement
provides for payments to the executive upon his disability or
termination. If the executive becomes disabled during the term of his
employment agreement, his employment will terminate. Riverview
Community Bank must then pay the executive as disability pay, a bi-weekly
payment equal to three-quarters of his bi-weekly rate of base salary on the
effective date of the termination, with payments beginning on the effective date
of the executive
=
s
termination. The disability pay shall be reduced by the amount, if
any, paid to the executive under any plan of the Bank providing disability
benefits to the executive. In addition, the Bank must also cause to
be continued life, medical, dental and disability coverage substantially
identical to the coverage maintained for the executive prior to the
executive
=
s
termination for disability. The disability payments and
coverages will end on the earlier of (1) the date of the executive
=
s full-time
employment by another employer; (2) the executive
=
s death; or
(3) the expiration of the term of the executive
=
s employment
agreement.
The
employment agreements also provides for benefits in the event of the
executive
=
s
termination. If the executive
=
s employment
is terminated for any reason other than a change in control or cause, or the
executive terminates his employment for good reason (as defined in the
agreement), the Bank must pay the executive a severance benefit in an aggregate
amount equal to the sum of the following: (a) base salary due to the executive
for the remaining term of his agreement; (b) prorated incentive compensation for
the remaining term of his agreement; (c) cash amount equal to employer
contributions that would have been made on the executive
=
s behalf
over the remaining term of his agreement to any tax-qualified retirement plan
sponsored by the Bank; (d) cash amount equal to the premiums that the Bank would
have paid on the executive
=
s behalf for
life, medical, dental and disability coverage over the remaining term of his
agreement; and (e) any bonus earned for a prior performance period but not yet
paid. The employment agreements restrict each executive
=
s right to
compete against Riverview or Riverview Community Bank if the executive
voluntarily terminates his employment, except in the event of a change in
control.
The
employment agreements also provide for severance payments and other benefits in
the event of an involuntary termination of employment in connection with any
change in control of Riverview. If within 12 months after a change in
control, the executive
=
s employment
is terminated other than for cause, or the executive terminates his employment
for good reason, we must pay a lump sum severance payment of 2.99 times the
executive
=
s base
salary plus an amount equal to the average annual incentive compensation and
bonus earned by the executive for the three fiscal years preceding the change in
control. The employment agreements contain provisions requiring
reduction of any payments that would be deemed to constitute an excess parachute
payment under Section 280G of the Internal Revenue Code.
Change in Control
Agreement.
We entered into an agreement that would provide
benefits to Mr. Lycklama following a change in control. If Mr.
Lycklama
=
s employment
is terminated by us without cause or he terminates his own employment for good
reason within 12 months after a change in control, we must pay him a severance
benefit equal to (1) 24 months of his monthly base salary; (2) any incentive
compensation not yet paid based on a fiscal year ended; and (3) prorated
incentive compensation for the fiscal year in which the termination occurs based
on performance through the month ended prior to the date of
termination. In addition, we must provide continued coverage under
our existing employer benefit plans for life, medical and disability insurance
for a period of three years following the termination of employment; provided,
however, that if our benefit plans do not permit continued participation by Mr.
Lycklama following termination of employment, we must include in the lump-sum
payment an amount equal to the premiums that we would have paid under such
benefit plans for his continued participation for a three-year
period.
Equity Plans.
Our
1998 and 2003 Stock Option Plans provide for accelerated vesting of awards in
the event of a change in control. Specifically, if a tender offer or
exchange offer for Riverview
=
s shares is
commenced, or if a change in control occurs, unless the committee administering
the plan has provided otherwise in the award agreement, all options granted and
not fully exercisable shall become exercisable in full upon the happening of
that event.
Compensation
Committee Interlocks and Insider Participation
The
members of the Personnel/Compensation Committee are Directors Olson, Runyan and
Douglass. No members of this Committee were officers or employees of
Riverview or any of its subsidiaries during the year ended March 31, 2008, nor
were they formerly Riverview officers or had any relationships otherwise
requiring disclosure.
Audit Committee
Charter.
The Audit Committee operates pursuant to a charter
approved by our Board of Directors. In April 2007, the Board of
Directors adopted a revised Audit Committee charter to reflect the new
responsibilities imposed by the Sarbanes-Oxley Act of 2002. The
charter sets out the responsibilities, authority and specific duties of the
Audit Committee. The charter specifies, among other things, the
structure and membership requirements of the Audit Committee, as well as the
relationship of the Audit Committee to the independent auditor, the internal
audit department and management. The Audit Committee reports to the
Board of Directors and is responsible for overseeing and monitoring financial
accounting and reporting, the system of internal controls established by
management and the audit process.
Report of the Audit
Committee.
The Audit Committee reports as follows with respect
to Riverview
=
s audited
financial statement for the year ended March 31, 2008:
$
|
The
Audit Committee has completed its initial review and discussion of the
2008 audited financial statements with
management;
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$
|
The
Audit Committee has discussed with the independent auditor, Deloitte &
Touche LLP, the matters required to be discussed by Statement on Auditing
Standards (
A
SAS
@
) No.
61,
Communication with
Audit Committees
, as amended, as adopted by the Public Company
Accounting Oversight Board in Rule
3200T;
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$
|
The
Audit Committee has received written disclosures and the letter from the
independent auditor required by Independence Standards Board Standard No.
1,
Independence
Discussions with Audit Committee
, as adopted by the
Public Company Accounting Oversight Board in Rule 3600T, and has discussed
with the independent auditor the auditor
=
s
independence; and
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$
|
The
Audit Committee has, based on its review and discussions with management
of the 2008 audited financial statements and discussions with the
independent auditor, recommended to the Board of Directors that
Riverview
=
s
audited financial statements for the year ended March 31, 2008 be included
in its Annual Report on Form 10-K.
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The
foregoing report is provided by the following directors, who constitute the
Audit Committee:
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Audit
Committee:
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Edward R. Geiger,
Chairman
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Michael D.
Allen
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Paul L.
Runyan
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This
report shall not be deemed to be incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not
otherwise be deemed filed under such acts.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of any registered class of
Riverview
=
s equity
securities, to file reports of ownership and changes in ownership with the
SEC. Executive officers, directors and greater than 10% stockholders
are required by regulation to furnish us with copies of all Section 16(a) forms
they file. Based solely on our review of the copies of such forms we
have received and written representations provided to us by the above-referenced
persons, we believe that during the fiscal year ended March 31, 2008, all filing
requirements applicable to our reporting officers, directors and greater than
10% stockholders were properly and timely complied with.
Deloitte
& Touche LLP served as our independent auditor for the fiscal year ended
March 31, 2008. The Audit Committee of the Board of Directors has
appointed Deloitte & Touche as Riverview
=
s
independent auditor for the fiscal year ending March 31, 2009.
A representative of
Deloitte & Touche will be present at the annual meeting to respond to
stockholders
=
questions
and will have the opportunity to make a statement if he or she so
desires.
The
following table sets forth the aggregate fees billed, or expected to be billed,
to Riverview by Deloitte & Touche for professional services rendered for the
fiscal years ended March 31, 2008 and 2007.
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Year
Ended
March
31,
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2008
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2007
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Audit
Fees
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$310,000
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$308,000
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Audit-Related
Fees
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--
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--
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Tax
Fees
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--
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--
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All
Other
Fees
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--
|
--
|
The Audit
Committee will establish general guidelines for the permissible scope and nature
of any permitted non-audit services to be provided by the independent auditor in
connection with its annual review of its charter. Pre-approval may be
granted by action of the full Audit Committee or by delegated authority to one
or more members of the Audit Committee. If this authority is
delegated, all approved non-audit services will be presented to the Audit
Committee at its next meeting. In considering non-audit services, the
Audit Committee or its delegate will consider various factors, including but not
limited to, whether it would be beneficial to have the service provided by the
independent auditor and whether the service could compromise the independence of
the independent auditor.
STOCKHOLDER
PROPOSALS AND NOMINATIONS
In order
to be eligible for inclusion in our proxy solicitation materials for next
year
=
s
annual meeting of stockholders, any stockholder proposal to take action at such
meeting must be received at our main office at 900 Washington Street, Suite 900,
Vancouver, Washington 98660, no later than February 20, 2009. Any
such proposals shall be subject to the requirements of the proxy solicitation
rules adopted under the Securities Exchange Act.
Our
Articles of Incorporation provide that if a stockholder intends to nominate a
candidate for election as a director or submit a stockholder proposal, the
stockholder must deliver written notice of his or her intention to the Corporate
Secretary of Riverview not less than 30 nor more than 60 days prior to the date
of a meeting of stockholders; provided, however, that if less than 31 days
=
notice of
the date of the meeting is given or made to stockholders, such written notice
must be delivered to the Corporate Secretary not later than the close of the
tenth day following the day on which notice of the meeting was mailed to
stockholders. The notice must set forth certain information specified
in our Articles of Incorporation.
The Board
of Directors is not aware of any business to come before the annual meeting
other than those matters described above in this proxy
statement. However, if any other matters should properly come before
the meeting, it is intended that proxies in the accompanying form will be voted
in respect thereof in accordance with the judgment of the person or persons
voting the proxies.
We will
bear the cost of solicitation of proxies. In addition to
solicitations by mail, our directors, officers and employees may solicit proxies
personally or by telephone without additional compensation.
Riverview
=
s Annual
Report to Stockholders, which includes the Annual Report on Form 10-K as filed
with the SEC, has been mailed to stockholders as of the close of business on the
voting record date. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Corporate
Secretary. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated herein by
reference.
|
BY ORDER OF THE
BOARD OF DIRECTORS
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/s/ Phyllis
Kreibich
|
|
|
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PHYLLIS
KREIBICH
|
|
CORPORATE
SECRETARY
|
Vancouver,
Washington
June 20,
2008
REVOCABLE
PROXY
RIVERVIEW
BANCORP, INC.
ANNUAL
MEETING OF STOCKHOLDERS
JULY
16, 2008
The
undersigned hereby appoints the official Proxy Committee of the Board of
Directors of Riverview Bancorp, Inc. (
A
Riverview
@
) with full
powers of substitution, as attorneys and proxies for the undersigned, to vote
all shares of common stock of Riverview which the undersigned is entitled to
vote at the Annual Meeting of Stockholders, to be held at the Riverview Center,
17205 S.E. Mill Plain Boulevard, Vancouver, Washington, on Wednesday, July 16,
2008, at 10:00 a.m., local time, and at any and all adjournments or
postponements thereof, as indicated.
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VOTE
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FOR
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WITHHELD
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1.
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The
election as directors of the nominees listed below
|
[ ]
|
[ ]
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(except
as marked to the contrary below)
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Patrick
Sheaffer
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Edward
R. Geiger
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INSTRUCTIONS: To
withhold your vote for any
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individual
nominee, write the nominee
=
s name
on
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the
line below.
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2.
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In
their discretion, upon such other matters as may
properly
come before the meeting.
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The
Board of Directors recommends a vote
A
FOR
@
the
election of the nominees listed
above.
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This
proxy will be voted as directed, but if no instructions are specified, this
proxy will be voted for the election of the nominees listed above. If
any other business is presented at such meeting, this proxy will be voted by
those named in this proxy in their best judgment. At the present
time, the Board of Directors knows of no other business to be presented at the
meeting. This proxy also confers discretionary authority on the Board
of Directors to vote with respect to the election of any person as director
where the nominee is unable to serve or for good cause will not serve, and
matters incident to the conduct of the 2008 annual meeting.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should
the undersigned be present and elect to vote at the annual meeting or at any
adjournment or postponement thereof and after notification to the Corporate
Secretary of Riverview at the meeting of the stockholder
=
s decision
to terminate this proxy, then the power of said attorneys and proxies shall be
deemed terminated and of no further force and effect.
The
undersigned acknowledges receipt from Riverview, prior to the execution of this
proxy, of the Notice of Annual Meeting of Stockholders, a Proxy Statement for
the Annual Meeting of Stockholders, and the 2008 Annual Report to
Stockholders.
Dated:
___________________, 2008
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PRINT
NAME OF STOCKHOLDER
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PRINT
NAME OF STOCKHOLDER
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SIGNATURE
OF STOCKHOLDER
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SIGNATURE
OF STOCKHOLDER
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Please
sign exactly as your name appears on the enclosed card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, only one signature is required,
but each holder should sign, if possible.
Please
complete, date, sign and mail this proxy promptly in the enclosed
postage-prepaid envelope.