UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
IBERIABANK CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which the transaction applies: |
| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of the transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
IBERIABANK Corporation
200 West Congress Street
Lafayette, LA 70501
(337) 521-4003
SUPPLEMENT
TO
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on April 29, 2008
The date of this Supplement is April 9, 2008.
On March 24, 2008, IBERIABANK Corporation (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) relating to the Company’s 2008 Annual Meeting of Shareholders to be held at the InterContinental New Orleans Hotel (LaSalle Ballroom – 3rd Floor), 444 St. Charles Avenue, New Orleans, Louisiana on April 29, 2008, at 4:00 p.m., Central Time. This Supplement supplements and amends the Proxy Statement in order to provide additional information regarding Proposal III, to adopt the Company’s 2008 Stock Incentive Plan. The Board of Director recommends that you vote, or give instructions to vote, “FOR” adoption of the 2008 Stock Incentive Plan.
A copy of this Supplement to the Proxy Statement was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated April 9, 2008, and filed with the SEC on April 9, 2008.
 |
200 West Congress – 12th Floor Lafayette LA 70501 |
PO Box 3607 Lafayette LA 70502 |
April 9, 2008
| RE: | IBERIABANK Corporation Proxy Statement |
Request for Approval of the IBERIABANK Corporation 2008 Stock Incentive Plan
Dear Shareholder:
By now you should have received IBERIABANK Corporation’s 2008 Proxy Statement. In addition to soliciting votes for the election of three directors to our board and ratification of appointment of Ernst & Young LLP as our auditors, we are seeking shareholder approval of the 2008 Stock Incentive Plan (the “Plan”) for key associates and directors of our Company and its subsidiaries. As of March 14, 2008, our current stock incentive plans had only 108,577 shares available for issuance.
The Company and the Board of Directors believe that our shareholders’ support of the Plan is critical to our ability to continue to attract and retain a high caliber of associates and directors, link incentive rewards to Company performance, encourage associate ownership in our Company, and align the interest of associates and directors with those of the shareholders. Please weigh the following items in regard to the proposed Plan:
| • | The aggregate number of shares requested under the Plan is 300,000, or only 2.3% of shares outstanding on March 14, 2008. |
| • | Nearly all 1,426 associates and 11 directors of our Company are eligible to participate, though share grants are made in a very judicious manner. |
| • | Our typical option and restricted stock vesting periods are generally granted ratably over seven years, which we believe is very lengthy compared to others in our industry. |
| • | The right people fit well with our Company. We have experienced low turnover levels in our broad leadership team (average of only 3.6% turnover over the last three years at the Senior Vice President-level and above), which provides favorable long-term cost savings and continuity. |
| • | Our share price has dramatically outperformed peers since the change in direction of our Company was initiated in late-1999 (up 407% between year-ends 1999 and 2007). |
| • | The outstanding long-term success of our share performance, long vesting period, and low key leader turnover have resulted in relatively few stock options exercised. As a result of these factors, we believe our perceived “overhang” of previous option grants is inflated—all for favorable reasons. |
| • | We repurchased approximately 3.5 million shares since the Company’s initial public offering (“IPO”). The aggregate impact of the repurchases reduced our outstanding share count by 21%, and thus, also contributed to overstated overhang ratios. In addition, many of our previous acquisitions used a considerable cash consideration (41% of total consideration), as opposed to stock consideration, which further overstated the overhang ratio. The acquisitions also required stock incentives to retain and incent key acquired associates. |
| • | Over one-third of aggregate shares in prior accumulated plans were associated with the IPO. Those shares were awarded in recognition of service prior to 1996. Given the new leadership and other changes beginning in 1999, many of the recipients of those IPO-related shares provide limited contribution to the Company’s current and future direction. In essence, we experienced a transition period of “double-counting” over the last few years in long-term incentives (“LTIs”) as the Company has evolved. |
| • | Since 1999, much of the Company’s earnings growth was internally-driven, via strategic individual and team hires. We need to have the right people to continue to successfully execute our strategies and drive our future growth. LTIs and opportunistic recruiting are critical components to this success. |
| • | As examples of this successful internal growth approach, our annual income before tax (on a funds transfer basis) improved by $27 million between 2002 and 2007 in aggregate for the internal growth markets of New Orleans, Shreveport, and Commercial Regional-North. The cumulative number of stock options and restricted stock to these teams has totaled 309,000 shares since 2002. LTIs were an important driver of this earnings growth. |
| • | Our Company faces a unique operating environment and recruiting opportunities. The favorable influence of the energy sector, limited construction and land development exposure, favorable local competitive dynamics, and acquisition turmoil at a few of our large competitors have provided unique expansion opportunities for our Company. In addition, Hurricanes Katrina and Rita supplied local economic rebuilding stimulus, recruiting opportunities, and retention needs, unlike any other time in our nation’s history. |
We believe our unique operating characteristics, growth opportunities, favorable risk management, and successful business model combine to create a tremendous organization of uniquely talented people. We are a very shareholder-focused organization in a “people business.” Your support of the 2008 Stock Incentive Plan will support our Company’s efforts to continue to attract, retain, and motivate our most valuable asset—our exceptionally talented people.
Should you have any questions regarding this matter, I hope that you will contact John R. Davis, Senior Executive Vice President, at (337) 521-4005, or me at (337) 521-4003.
I greatly appreciate your support in this very important matter.
| Very truly yours, |
| /s/ Daryl G. Byrd |
| Daryl G. Byrd |
| President and Chief Executive Officer |
| IBERIABANK Corporation |
2
 Statements contained in this presentation which are not historical facts and which pertain to future operating results of IBERIABANK Corporation and its subsidiaries constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in the Company’s periodic filings with the SEC. Proxy Supplement April 7, 2008 Forward Looking Statements Safe Harbor Distinctively Different |
 2 Background Background Proxy Proposal III Summary Proxy Proposal III Summary 2008 Stock Incentive Plan For 300,000 Shares 2008 Stock Incentive Plan For 300,000 Shares Purpose: To Recruit, Incent, And Retain Talent Purpose: To Recruit, Incent, And Retain Talent 11 Directors & All 1,426 Employees Currently Eligible 11 Directors & All 1,426 Employees Currently Eligible Also Used Opportunistically To Recruit Key Talent Also Used Opportunistically To Recruit Key Talent 10-Year Options & Stock Appreciation Rights (SARs) 10-Year Options & Stock Appreciation Rights (SARs) Typical Option Vesting Ratably Over 7-Year Period Typical Option Vesting Ratably Over 7-Year Period Typical SAR Vesting Ratably Over 7-Year Period Typical SAR Vesting Ratably Over 7-Year Period Forfeit On Departure From The Company Forfeit On Departure From The Company Repricing Of Stock Options Not Permitted Repricing Of Stock Options Not Permitted Lowest Proposed Amount In Company’s History Lowest Proposed Amount In Company’s History |
 3 Background Background Why This Is Important Why This Is Important Our Unique Aspects: Our Unique Aspects: • • Our Historical Aspects—Incentives And Results Our Historical Aspects—Incentives And Results • • Our Business Model Our Business Model • • Our Leadership Team And Operating Style Our Leadership Team And Operating Style • • Our Current Position In Today’s Economic Environment Our Current Position In Today’s Economic Environment • • Our Opportunities To Grow Long-Term Shareholder Value Our Opportunities To Grow Long-Term Shareholder Value Proxy Advisory Services Sometimes Miss The Proxy Advisory Services Sometimes Miss The Influence Of These Unique Aspects In Their Influence Of These Unique Aspects In Their Recommendations Recommendations This Program Is An Integral Component Of Our This Program Is An Integral Component Of Our Successful High-Quality Growth Strategy—Without It Successful High-Quality Growth Strategy—Without It Our Opportunities For Growth Will Be Constrained Our Opportunities For Growth Will Be Constrained We Need, And Request, Your Vote Of Approval For We Need, And Request, Your Vote Of Approval For Proposal III Proposal III |
 4 Historical Aspects Incentives & Results |
 5 Historical Aspects Historical Aspects Long-Term Incentives (“LTIs”) Long-Term Incentives (“LTIs”) About One-Third Of Historical LTI Program Shares Were Associated With The IPO 66% 34% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 1 All Historical Long-Term Incentive Programs LTIs Associated With Company's IPO LTIs After IPO |
 6 Historical Aspects Historical Aspects LTIs (Continued) LTIs (Continued) Mutual Thrift Mutual Thrift Heritage Rewarded Heritage Rewarded Individuals For Individuals For Past Performance Past Performance Via IPO In 1996 Via IPO In 1996 New Team Arrived New Team Arrived Beginning In 1999, Beginning In 1999, Requiring New Requiring New Significant LTIs Significant LTIs Accelerated Accelerated Option Vesting At Option Vesting At YE 2005 To Save YE 2005 To Save $6.5 Million IBT $6.5 Million IBT No Loss Of Key No Loss Of Key Talent Despite Talent Despite Accelerated Accelerated Option Vesting Option Vesting Exclusive Of The IPO Options, Relatively Few Options Have Been Exercised - 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 Stock Options By Year Granted Exercised/Forfeited Outstanding |
 7 Historical Aspects Historical Aspects Results - Results - EPS EPS Strong Core EPS Strong Core EPS Growth Growth Improvements Improvements Driven By: Driven By: • • Key Hires Key Hires • • Strong Loan And Strong Loan And Deposit Growth Deposit Growth • • Balance Sheet Balance Sheet Management Management • • Excellent Credit Excellent Credit • • Revenue Growth Revenue Growth • • Cost Control Cost Control • • Profitable And Profitable And Sound L/T Sound L/T Investments Investments • • EPS Focus EPS Focus Since The IPO, Our Trailing 12-Month EPS From Continuing Operations Climbed 412% 12-Month Trailing Fully-Diluted EPS From Continuing Operations $3.58 $0.87 $- $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 Source: Bloomberg |
 8 Historical Aspects Historical Aspects Results – Results – Share Price Share Price Arrival And Growth Arrival And Growth Of New Leadership Of New Leadership Team Radically Team Radically Changed Company Changed Company Focus Focus Actions Taken Have Actions Taken Have Significantly Significantly Improved Improved Shareholder Returns Shareholder Returns And Lowered The And Lowered The Risk Posture Of The Risk Posture Of The Company Relative Company Relative To Peers To Peers Between Year-End 1999 And 2007, Our Total Return Was 407%, Or More Than 4x Peer Average Of 77% -30% -13% -5% -2% 20% 46% 51% 86% 108% 115% 138% 145% 165% 258% 407% -50% 0% 50% 100% 150% 200% 250% 300% 350% 400% 450% Total Return To Shareholders Year-End 1999-2007 Source: Bloomberg |
 9 Despite Strong Stock Price Despite Strong Stock Price Improvement, Leadership Improvement, Leadership Team And Other Option Team And Other Option Holders Have Not Exercised Holders Have Not Exercised Many In-The-Money Options Many In-The-Money Options 0% 0% 0% 0% 35% 41% 57% 65% 79% 89% 94% 97% 94% 98% 100% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% % Of Original Option Grant Currently Outstanding Since The IPO, The Since The IPO, The Average Time Period Average Time Period Until Exercise Of Until Exercise Of Options Was 6.5 Years Options Was 6.5 Years Recently, The Average Recently, The Average Exercise Time Increased Exercise Time Increased To 8 Years To 8 Years More Options Remain Outstanding Longer Stock Options Exercised 1.3 1.8 3.4 4.3 5.4 6.2 6.4 7.5 7.6 6.0 8.0 - 50,000 100,000 150,000 200,000 250,000 300,000 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Year Exercised - 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 Options Exercised (Left Scale) Average Years Outstanding When Exercised Yrs |
 10 Our Business Model |
 11 Our Business Model Our Business Model Both Organic & Acquisition Growth Both Organic & Acquisition Growth $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 Acquisitions Internal Until Recently, Half Until Recently, Half Of Our Growth Was Of Our Growth Was Through M&A Through M&A We Are One Of The We Are One Of The Few Acquirers Few Acquirers Interested In Our Interested In Our Markets Markets Importantly, Much Of Our Growth Is Internal In Nature Primarily Through Primarily Through Successfully Successfully Recruited, Recruited, Seasoned, Local Seasoned, Local Commercial Commercial Relationship Relationship Managers Managers The Key Is To Have The Right People With Appropriate Incentives |
 12 Our Business Model Our Business Model Example: Our De Novo Expansion Example: Our De Novo Expansion Recruited Teams In Recruited Teams In New Orleans (2001), New Orleans (2001), Regional-North Regional-North (2003), and (2003), and Shreveport (2003) Shreveport (2003) Commercial & Commercial & Private Banking Private Banking Focus Focus Very Limited Branch Very Limited Branch Structure Added Structure Added Over The Last 5 Years, These Teams Grew Loans $591 Million (+326%) and Deposits/Repos $311 Million (+150%) De Novo Markets - - Loans & Deposits New Orleans, Shreveport, And Commercial Regional-North $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 2002 2003 2004 2005 2006 2007 3/25/08 Loans Deposits & Repos Loans Deposit & Repos +326% (+32% CAGR) +150% (+19% CAGR) ($000s) |
 13 Our Business Model Our Business Model Example (Continued) Example (Continued) Successful Successful Growth In Loans Growth In Loans & Deposits Led & Deposits Led To Higher To Higher Company Profits Company Profits On A Funds On A Funds Transfer Pricing Transfer Pricing Basis, These Basis, These Three Markets Three Markets raised Pre-Tax raised Pre-Tax profitability By profitability By $27 Million $27 Million Cumulative # Of Cumulative # Of Options And Options And Restricted Stock Restricted Stock To These Teams To These Teams Was 309,000 Was 309,000 LTIs Lead To Higher Profits De Novo Markets - - Income Before Tax And LTIs New Orleans, Shreveport & Commercial Regional-North $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 2002 2003 2004 2005 2006 2007 - 100,000 200,000 300,000 400,000 500,000 600,000 700,000 Income Before Taxes-FTP Basis (Left Scale) Cumulative LTIs Granted (Right Scale) |
 14 Our Business Model Our Business Model Our Share Count Is Low Our Share Count Is Low Completed 9 Completed 9 Acquisitions Acquisitions Since The IPO Since The IPO 41% Of M&A 41% Of M&A Consideration Consideration Paid Was In Paid Was In Cash—Very High Cash—Very High Relatively Fewer Relatively Fewer Shares Remain Shares Remain Outstanding Outstanding We Repurchased We Repurchased 3.5 Million 3.5 Million Shares; Reduced Shares; Reduced Our Share Count Our Share Count Result: Overstate Overhang Ratios Low Share Count Due To Cash Acquisitions And Significant Share Repurchases (4,000,000) (2,000,000) - 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Shares Outstanding & Cumulative Shares Repurchased Cumulative Shares Repurchased Shares Outstanding |
 15 Our Leadership Team And Operating Style |
 16 Leadership Team & Style Leadership Team & Style Shareholder Alignment & Driven Shareholder Alignment & Driven Focus On High-Quality Growth In Earnings Per Share Focus On High-Quality Growth In Earnings Per Share Challenging Goal Setting, But Uncompromised Integrity Challenging Goal Setting, But Uncompromised Integrity Focus On Delivering Superior Long-Term Shareholder Returns Focus On Delivering Superior Long-Term Shareholder Returns Consistent With Shareholder-First Approach, Leadership Team Consistent With Shareholder-First Approach, Leadership Team Passed On Annual Bonuses In 4 Of The Last 8 Years (2000, 2004, Passed On Annual Bonuses In 4 Of The Last 8 Years (2000, 2004, 2005, and 2007) 2005, and 2007) Long Vesting Schedule For Benefits (Typically Ratably Over 7 Long Vesting Schedule For Benefits (Typically Ratably Over 7 Years) To Ensure Continuity, Long-Term Focus, And Retention Years) To Ensure Continuity, Long-Term Focus, And Retention The Right People Fit Well. We Have Had Very Low Turnover At Key The Right People Fit Well. We Have Had Very Low Turnover At Key Leadership Positions (Average of 3.6% The Last Three Years At Leadership Positions (Average of 3.6% The Last Three Years At SVP Levels And Above) SVP Levels And Above) Significant Percentage Of Leadership’s Net Worth In IBKC Stock Significant Percentage Of Leadership’s Net Worth In IBKC Stock
|
 17 Leadership Team & Style Leadership Team & Style Future Option Expirations Future Option Expirations Stock Options Are Stock Options Are Well Dispersed Well Dispersed Among Board, Among Board, CEO, Executive & CEO, Executive & Other Leadership Other Leadership Large 2009 Option Large 2009 Option Expirations For Expirations For Executive Team Executive Team (100,000+ Options) (100,000+ Options) Other Leadership Other Leadership Team Option Team Option Expirations Expirations Accelerate 3 Years Accelerate 3 Years From Now From Now Typical Advisors Typical Advisors Say Exercise At Say Exercise At Least 1 Year Prior Least 1 Year Prior To Expiration To Expiration 0 50,000 100,000 150,000 200,000 250,000 300,000 2009 2010 2011 2012 2013 2014 2015 2016 2017 Scheduled Expiration Of Current Stock Options Outstanding Board Members (8) CEO Executive Management (7) Other Leadership Members (108) Current Option Overhang Will Subside Over Time Due To Expirations |
 18 Our Unique Position And Opportunities |
 19 Our Unique Position Our Unique Position Why We Are Different Why We Are Different Uniquely Positioned In LA & AR (Size, Competition, Uniquely Positioned In LA & AR (Size, Competition, Flexibility, Branding, Client Service, Recruiting, Etc.) Flexibility, Branding, Client Service, Recruiting, Etc.) Hurricane Katrina And Rita Rebuilding Stimulus, Hurricane Katrina And Rita Rebuilding Stimulus, Recruiting Opportunities, And Retention Needs Recruiting Opportunities, And Retention Needs Energy Prices Benefitting Louisiana & Arkansas Energy Prices Benefitting Louisiana & Arkansas Very Small C&D Lending Exposure, And Working Very Small C&D Lending Exposure, And Working Down Aggressively What We Currently Have Down Aggressively What We Currently Have Exceptional Asset Quality (Exclusive Of Pulaski C&D) Exceptional Asset Quality (Exclusive Of Pulaski C&D) Favorable Competitive Dynamics With Our Markets Favorable Competitive Dynamics With Our Markets Our Distinctive Banking Experiences & Capabilities Our Distinctive Banking Experiences & Capabilities |
 20 Our Unique Opportunities Our Unique Opportunities Event-Driven Opportunities Event-Driven Opportunities Market Turmoil Provides Recruiting Opportunities Market Turmoil Provides Recruiting Opportunities • • Louisiana – Louisiana – Regions/Amsouth, Capital One/Hibernia, Whitney Regions/Amsouth, Capital One/Hibernia, Whitney • • Arkansas Arkansas – – Community Banks Exposed To NW Ark. Problems Community Banks Exposed To NW Ark. Problems • • Memphis Memphis – – First Tennessee, Regions/Amsouth, SunTrust/NBC First Tennessee, Regions/Amsouth, SunTrust/NBC As Banks Face Additional C&D Lending Problems, As Banks Face Additional C&D Lending Problems, Recruiting Opportunities Will Accelerate Recruiting Opportunities Will Accelerate As Financial Institutions Enter Receivership, As Financial Institutions Enter Receivership, Acquisition Opportunities Will Surface, Providing Acquisition Opportunities Will Surface, Providing New Market Entrance Opportunities New Market Entrance Opportunities |
 21 Our Unique Opportunities Our Unique Opportunities Our Valuable Currency Our Valuable Currency 58% 27% 45% 47% 13% -4% 16% -21% 0% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 2000 2001 2002 2003 2004 2005 2006 2007 YTD 2008 IBKC S&P Banks NASDAQ Banks DJIA S&P 500 Russell 2000 Source: Stifel Nicolaus, March 20, 2008 We Are Proud Of We Are Proud Of Our Results Our Results Our Stock Has Our Stock Has Consistently Consistently Beaten The Major Beaten The Major Bank Indexes Bank Indexes We Value And We Value And Respect Our Respect Our Currency Very Currency Very Highly Highly We Incent We Incent Though Options Though Options And Restricted And Restricted Stock Both Stock Both Judiciously And Judiciously And Opportunistically Opportunistically Very Shareholder-Focused |
 22 Summary Overview Summary Overview Stock Incentive Program Very Important To Us Stock Incentive Program Very Important To Us Some Historical Overlap With Prior Mgmt Team Some Historical Overlap With Prior Mgmt Team Incentives Lead To Higher EPS & Stock Price Incentives Lead To Higher EPS & Stock Price Strong 407% Stock Improvement Since 1999 Strong 407% Stock Improvement Since 1999 Unique LTI Situation Unique LTI Situation • • Few Options Exercised Despite Stock Price Few Options Exercised Despite Stock Price • • Longer Vesting And Lower SVP+ Turnover Longer Vesting And Lower SVP+ Turnover • • Buybacks & Cash M&A Harm Our LTI Ratios Buybacks & Cash M&A Harm Our LTI Ratios • • Leaders Gave Up Bonuses 4 Out Of 8 Years Leaders Gave Up Bonuses 4 Out Of 8 Years Unique Position & Recruiting Opportunities Unique Position & Recruiting Opportunities Unique Talent—Incentives Are Important Unique Talent—Incentives Are Important Drivers Of Our Continued Success Drivers Of Our Continued Success |