def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
|
|
|
|
|
Filed by the Registrant þ Filed by a Party other than the Registrant o |
|
|
|
|
|
Check the appropriate box: |
|
|
|
|
|
o |
|
Preliminary Proxy Statement |
|
|
|
|
|
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
|
|
|
|
þ |
|
Definitive Proxy Statement |
|
|
|
|
|
o |
|
Definitive Additional Materials |
|
|
|
|
|
o |
|
Soliciting Material Pursuant to §240.14a-12 |
|
|
|
|
|
Hanmi Financial Corporation
|
|
(Name of Registrant as Specified In Its Charter)
|
|
|
|
|
|
None
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
|
|
|
|
Payment of Filing Fee (Check the appropriate box): |
|
|
|
|
|
o |
|
No fee required. |
|
|
|
|
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
|
|
|
|
o |
|
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: |
|
|
|
|
|
|
|
|
|
|
HANMI
FINANCIAL CORPORATION
3660 Wilshire Boulevard
Penthouse Suite A
Los Angeles, California 90010
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 24, 2006
The 2006 Annual Meeting of Stockholders of HANMI FINANCIAL
CORPORATION (the Company or Hanmi
Financial) will be held at the Radisson Wilshire Plaza
Hotel, located at 3515 Wilshire Boulevard, Los Angeles,
California, on Wednesday, May 24, 2006, beginning at
10:30 A.M. local time, for the following purposes:
1. To elect four nominees to serve as directors of the
Company, each for a term of three years until respective
successors shall be elected and qualified; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Our agenda for the Annual Meeting will also include an overview
of the Companys business operations and recent performance
results.
The Board of Directors has fixed the close of business on
April 3, 2006 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the Annual
Meeting or any adjournment thereof.
You are cordially invited to attend the Annual Meeting. However,
you must be a stockholder of record at the close of business on
April 3, 2006 to vote at the meeting. Regardless of whether
or not you will attend, please vote by signing, dating and
returning the enclosed proxy card.
By Order of the Board of Directors
Sung Won Sohn, Ph.D.
President and Chief Executive Officer
Los Angeles, California
April 21, 2006
HANMI
FINANCIAL CORPORATION
PROXY
STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 24, 2006
The Board of Directors of the Company is soliciting your proxy
for use at the 2006 Annual Meeting of Stockholders to be held at
the Radisson Wilshire Plaza Hotel located at 3515 Wilshire
Boulevard, Los Angeles, California, on Wednesday, May 24,
2006, beginning at 10:30 A.M. local time, and at any
adjournment thereof. The Company intends to cause this Proxy
Statement to be mailed to stockholders on or about May 1,
2006.
Record
Date
The close of business on April 3, 2006 has been selected as
the record date for the determination of stockholders entitled
to notice of, and to vote at, the Annual Meeting. Each holder of
common stock is entitled to one vote per share of such stock
held. At that date, there were 50,015,368 outstanding shares of
the Companys common stock entitled to vote at the annual
meeting.
How to
Vote; Submitting Your Proxy
You may vote your shares either by voting in person at the
Annual Meeting or by submitting a completed proxy. By submitting
your proxy, you are legally authorizing another person to vote
your shares. Your proxy designates M. Christian Mitchell and
Justine Roe, and each of them, to vote your shares in accordance
with the voting instructions you indicate in your proxy.
If you submit your proxy designating M. Christian Mitchell and
Justine Roe as the individuals authorized to vote your shares,
but you do not indicate how your shares are to be voted, then
your shares will be voted by those individuals in accordance
with the Boards recommendations, which are described in
this proxy statement. In addition, if any matters other than the
proposals contained in this proxy statement are properly brought
up at the Annual Meeting, then M. Christian Mitchell and Justine
Roe will have the authority to vote your shares on those matters
in accordance with their discretion and judgment. The Board
currently does not know of any matters to be raised at the
Annual Meeting other than the proposals contained in this proxy
statement.
Your vote is very important to us. If you do not plan to attend
the Annual Meeting, we encourage you to read the enclosed proxy
statement and submit your completed proxy prior to the Annual
Meeting so that your shares will be represented and voted in
accordance with your instructions.
If your shares are not registered in your name, but in the
street name of a bank, broker or other holder of
record, then such party will be entitled to vote your shares. If
you would like to vote in person, you will need to obtain a
proxy authorization from your broker, bank or other holder of
record to vote the shares.
Quorum
and Voting Requirements
The required quorum for the transaction of business at the
Annual Meeting is a majority of the shares of the Companys
common stock entitled to vote at the Annual Meeting. Shares
voted in a matter are treated as being present for purposes of
establishing a quorum. Abstentions and broker non-votes will be
counted for determining a quorum, but will not be counted for
purposes of determining the number of votes cast FOR
or AGAINST any matter. If no directions are given,
the shares represented by the proxies will be voted
FOR the election of the nominees for director. The
four nominees for directors who receive the most votes will be
elected, so if you withhold authority to vote for a particular
nominee, your vote will not count either FOR or
AGAINST the nominee. The named proxies may vote in
their discretion upon such matters as may properly come before
the meeting in accordance with the recommendation of the Board
of Directors. At the time of printing this proxy statement, the
Company did not have any other matters, which needed to be acted
upon at the meeting other than those discussed in this proxy
statement.
Revocability
of Proxies
Any holder of the Companys common stock may revoke a proxy
at any time before it is voted by filing with the secretary of
the Company an instrument revoking the proxy or by returning a
duly executed proxy bearing a later date, or by attending the
annual meeting and voting in person. Any such filing should be
made to the attention of the Corporate Secretary, Hanmi
Financial Corporation, Penthouse Suite A, 3660 Wilshire
Boulevard, Los Angeles, California 90010. Attendance at the
Annual Meeting will not by itself constitute revocation of a
proxy.
Solicitation
of Proxies
In addition to soliciting proxies by mail, officers, directors
and employees of the Company, without receiving any additional
compensation, may solicit proxies by telephone, fax, in person
or by other means. Arrangements will also be made with brokerage
firms and other custodians, nominees and fiduciaries to forward
proxy solicitation materials to the beneficial owners of the
Companys common stock held of record by such persons, and
the Company will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable
out-of-pocket
expenses incurred by them in connection therewith. The Company
will pay all expenses related to the solicitation of proxies.
THE BOARD
OF DIRECTORS AND EXECUTIVE OFFICERS
Composition
of the Board and Election of Directors
The Companys Bylaws provide for a Board of Directors
consisting of no less than seven and no more than fifteen
members, the exact number within this range being determined by
the Board of Directors. Currently, the Board of Directors has
ten members classified into three classes, with each director
serving a three-year term. I Joon Ahn, Joon Hyung Lee,
Joseph K. Rho and Kraig A. Kupiec are Class I directors
serving terms that expire at the Annual Meeting of Stockholders
to be held on May 24, 2006. M. Christian Mitchell, Sung Won
Sohn and Won R. Yoon are Class II directors serving terms
that expire at the 2007 Annual Meeting of Stockholders.
Dr. Won R. Yoon was moved to Class II director status
by a board resolution on April 6, 2005, in an effort to
evenly distribute the number of directors in each class. Richard
B.C. Lee, Chang Kyu Park and William J. Ruh are Class III
directors serving terms that expire at the 2008 Annual Meeting
of Stockholders. Mr. Ung Kyun Ahn, a Class III
director, passed away on January 14, 2006. The Board of
Directors has determined that all directors are independent
under the applicable Nasdaq listing standards, except for
Dr. Sung Won Sohn, who also serves as president and chief
executive officer of the Company.
The Board of Directors has nominated I Joon Ahn, Kraig A.
Kupiec, Joon Hyung Lee, and Joseph K. Rho for election to the
Board of Directors, to serve as Class I directors. The four
nominees receiving the most votes will be elected. If elected,
these nominees will serve a three-year term that will expire at
the Annual Meeting of Stockholders to be held in the year 2009.
The nominees have indicated their willingness to serve and,
unless otherwise instructed, proxies will be voted for the
election of such nominees unless instructions are given on the
proxy to withhold authority to vote for them. In the event a
nominee is unable to serve, your proxies will vote for such
alternative nominee as determined by the Board of Directors.
2
The following tables set forth information with respect to the
nominees for director, the other directors of the Company and
executive officers of the Company. The Board of Directors
recommends a vote For as to each of the nominees for
director.
Class I
Director Nominees
|
|
|
|
|
Name and Position
|
|
Age
|
|
Principal Occupation for Past
Five Years
|
|
I Joon Ahn,
Director
|
|
66
|
|
President, Aces Fashion
Company, a garment manufacturing company (1973-2001); Director
of Hanmi Financial Corporation and all predecessor entities
(1982-present)
|
Kraig A. Kupiec,
Director
|
|
41
|
|
Chief Financial and Operations
Officer, KWK Management LLC, an investment management firm
(1996-present); Co-Founder and Managing Member, Shoreline
Trading Group LLC, a registered broker/dealer (1997-present);
Director of Pacific Union Bank (2000-2004); Director of Hanmi
Financial Corporation (2004-present)
|
Joon Hyung Lee,
Chairman of the Board
|
|
62
|
|
President, Root-III Corporation,
a property management, real estate investment and development
company (1983-present); Director of Hanmi Financial Corporation
and all predecessor entities (1989-present)
|
Joseph K. Rho,
Director
|
|
65
|
|
Principal, J & S
Investment (2002-present); Partner, Korea Plaza LP (1987-2002);
Director of Hanmi Financial Corporation and all predecessor
entities (1984-present)
|
Class II
DirectorsTerm expires in 2007
|
|
|
|
|
Name and Position
|
|
Age
|
|
Principal Occupation for Past
Five Years
|
|
M. Christian Mitchell,
Director
|
|
51
|
|
Retired Partner,
Deloitte & Touche; National Managing Partner, Mortgage
Banking/Finance Companies, Deloitte & Touche
(2001-2003); Western Region Managing Partner, Deloittes
Enterprise Risk Services (1998-2001); Director of Special Value
Opportunity Fund (2004-present); Director of Hanmi Financial
Corporation (2004-present)
|
Sung Won Sohn,
Director
|
|
61
|
|
President, Chief Executive Officer
and Director, Hanmi Financial Corporation (2005-present);
Executive Vice President and Chief Economic Officer, Wells Fargo
Bank (1998-2004).
|
Won R. Yoon,
Director
|
|
70
|
|
Chief Surgeon, Won R. Yoon,
MD & Soo Y. Song Yoon, MD, Inc. (1975-present);
Director of Hanmi Financial Corporation and all predecessor
entities (1982-present)
|
3
Class III
Directors Term Expires in 2008
|
|
|
|
|
Name and Position
|
|
Age
|
|
Principal Occupation for Past
Five Years
|
|
Richard B. C. Lee,
Director
|
|
47
|
|
President, B C Textiles, Inc., an
international trading company (1991-present); Director of Hanmi
Financial Corporation and all predecessor entities (1988-present)
|
Chang Kyu Park,
Director
|
|
64
|
|
Principal Pharmacist, Serrano
Medical Center Pharmacy (1981-present); Director of Hanmi
Financial Corporation and all predecessor entities (1983-present)
|
William J. Ruh,
Director
|
|
45
|
|
Executive Vice President and
Co-Founder of Castle Creek Capital, an investment management and
private equity firm; Co-Founder and Principal of Castle Creek
Financial, a registered broker/dealer (1995-present); Chairman
of the Board of Ceres Group, Inc., an insurance holding company
based in Cleveland, Ohio (Nasdaq: CERG) (2001-present); Director
of Hanmi Financial Corporation (2004-present)
|
Executive
Officers
|
|
|
|
|
Name and Position
|
|
Age
|
|
Principal Occupation for Past
Five Years
|
|
Sung Won Sohn,
President and Chief Executive Officer
|
|
61
|
|
President, Chief Executive Officer
and Director, Hanmi Financial Corporation (January
2005-present); Executive Vice President and Chief Economic
Officer, Wells Fargo Bank (1998-2004).
|
Michael J. Winiarski,
Senior Vice President and Chief Financial Officer
|
|
49
|
|
Senior Vice President and Chief
Financial Officer, Hanmi Financial Corporation (2003-present);
Senior Advisor to the FDIC, Quantum G&A Joint Venture
(2003); President, Imperial Warehouse Finance, Inc. (2002-2003);
Senior Vice President, IndyMac Bank, FSB (1999-2002).
|
Kurt M. Wegleitner,
Executive Vice President and Chief Credit Officer
|
|
54
|
|
Executive Vice President and Chief
Credit Officer, Hanmi Bank (2005-present); Assistant General
Manager and Country Credit Officer, DBS USA (2003-2005);
Managing Director, ING Capital Advisors, LLC (1999-2002).
|
The Board
of Directors and Its Committees
During fiscal year 2005, the Board of Directors held 12
meetings. No director attended fewer than 75% of the aggregate
number of meetings of the Board of Directors and the Committees
on which he served. The Companys policy is to encourage
all directors to attend all Annual and Special Meetings of
Stockholders. The Companys May 18, 2005 Annual
Meeting of Stockholders was attended by all of the directors.
The Board of Directors has a process for stockholders to send
communications to directors. The Companys stockholders and
interested parties may send communications to the Board of
Directors by writing to the Board of Directors at Hanmi
Financial Corporation, 3660 Wilshire Boulevard, Penthouse
Suite A, Los Angeles, California 90010, Attention: Board of
Directors. All such communications will be relayed directly to
the Board of Directors. Any interested party wishing to
communicate directly with the Companys independent
directors regarding any matter may send such communication in
writing to the Companys independent directors at Hanmi
Financial Corporation, 3660 Wilshire Boulevard, Penthouse
Suite A, Los Angeles, California 90010, Attention:
Presiding Director. Any interested party wishing to communicate
directly with the Audit Committee regarding any matter,
including any accounting, internal accounting or auditing
matter, may submit such communication in writing to Hanmi
Financial Corporation, 3660 Wilshire Boulevard, Penthouse
Suite A, Los Angeles, California 90010, Attention: Chairman
of the Audit Committee. Any submissions to the Presiding
Director or Audit Committee may be anonymous
and/or
confidential.
4
The Board of Directors has four standing committees, the Audit
Committee, the Compensation Committee, the Planning Committee
and the Nominating and Corporate Governance Committee. All
committee charters are available through the Companys
website at www.hanmi.com.
Audit
Committee
Pursuant to its charter, the Audit Committee appoints a firm of
independent certified public accountants to conduct the annual
audit of the Companys books and records. The Audit
Committee also reviews with such accounting firm the scope and
results of the annual audit, the performance by such accountants
of professional services in addition to those related to the
annual audit and the adequacy of the Companys internal
controls. During 2005, the members of the Audit Committee
included Stuart Ahn (January to May), Kraig Kupiec, Joon Hyung
Lee (June to December), Richard B. C. Lee, M. Christian
Mitchell, and Chang Kyu Park, with Mr. Mitchell serving as
Chairman. The Board of Directors has determined that each of
these committee members met the independence standards required
by the Nasdaq Stock Market, Inc. (NASDAQ).
Mr. Mitchell is a financial expert within the
meaning of the current rules of the Securities and Exchange
Commission (SEC) serving on the Audit Committee
during 2005. The Audit Committee held sixteen (16) meetings
in fiscal year 2005. See Report of the Audit Committee of
the Board of Directors.
Compensation
Committee
The Compensation Committee reviews and recommends to the Board
of Directors the levels of compensation for the Companys
executive officer(s) and approves and administers the
Companys incentive compensation programs, including but
not limited to the Companys 2000 Stock Option Plan. During
2005, the members of the Compensation Committee were I Joon Ahn,
Ung Kyun Ahn, Joseph K. Rho, William J. Ruh and Won R. Yoon,
with Dr. Yoon serving as Chairman. Each member is a
non-employee director and meets the independence requirements of
the SEC and NASDAQ. The Compensation Committee held four
(4) meetings in fiscal year 2005. The Compensation
Committee operates pursuant to a written charter adopted by the
Board of Directors, which is available through our website at
www.hanmi.com. See Report of the Compensation Committee of
the Board of Directors on Executive Compensation.
Planning
Committee
The Planning Committee recommends planning policy, new lines of
business, capital and financial plans, and dividend plans to the
board, and also monitors the planning activities and the
Companys performance against its plans and budget. During
2005, the members of the Planning Committee were I Joon Ahn,
Joon Hyung Lee, Richard B. C. Lee, M. Christian Mitchell, Joseph
K. Rho, William J. Ruh, and Sung Won Sohn, with Mr. Richard
B. C. Lee serving as Chairman. The Planning Committee held
twelve (12) meetings in fiscal year 2005.
Nominating
and Corporate Governance Committee
Pursuant to its charter, the Nominating and Corporate Governance
Committee (a) assists the Board by identifying individuals
qualified to become Board members, (b) recommends to the
Board the director nominees for the Board and Board committees
for the next Annual Meeting of Stockholders, (c) develops,
recommends and implements a set of corporate governance
principles applicable to the Company and (d) monitors the
process to determine Board and committee effectiveness. The
members of the Nominating and Corporate Governance Committee
were Ung Kyun Ahn, Richard B. C. Lee, M. Christian Mitchell,
Chang Kyu Park, and Won R. Yoon, with Mr. Ahn serving as
Chairman. Each member is a non-employee director and meets the
independence requirements of the SEC and NASDAQ. The Nominating
and Corporate Governance Committee held eleven
(11) meetings in fiscal year 2005.
The Nominating and Corporate Governance Committee will consider
recommendations by stockholders for directors to be nominated,
provided that any such recommendation complies with the
procedures set forth below.
Recommendations by any stockholder of a candidate for election
as a director of the Company must be submitted in writing to the
Chairman of the Nominating and Corporate Governance Committee at
the Companys principal executive offices no later than the
last business day of January of the year the Companys next
Annual
5
Meeting of Stockholders will be held, for consideration at such
Annual Meeting. Stockholders shall include in such
recommendation: (a) the name, age and address of each
proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of voting stock
of the Company owned by each proposed nominee; (d) the name
and residence address of the notifying stockholder; (e) the
number of shares of voting stock of the Company owned by the
notifying stockholder; and (f) a letter from the proposed
nominee indicating that such proposed nominee wishes to be
considered as a nominee for the Board and will serve as a member
of the Board if elected. In addition, each recommendation must
set forth in detail the reasons why the notifying stockholder
believes the proposed nominee meets the following general
qualifications, which are the same qualifications used by the
committee in evaluating nominees: (1) nominees should
possess high personal and professional ethics, integrity and
values, and be committed to representing the long-term interests
of the stockholders, (2) nominees must have an inquisitive
and objective perspective, practical wisdom and mature judgment,
(3) nominees should possess a broad range of skills,
expertise, industry knowledge and contacts useful to the
Companys business, (4) nominees must be willing to
devote sufficient time to carrying out their duties and
responsibilities effectively, and should be committed to serve
on the Board for an extended period of time, and
(5) pursuant to the Corporate Governance Guidelines,
nominees are required to own shares of common stock of the
Company equal to at least 1% of the outstanding shares of common
stock of the Company, provided, however, that this
requirement may be waived by the Board with respect to any
nominee that the Board determines has such significant
knowledge, skills or expertise in a field or industry that is
important to the Company such that it would be in the best
interests of the Company to grant such a waiver. Additional
procedures for stockholders nominating directors are set forth
in the notice of annual meeting.
In identifying and evaluating director candidates, the
Nominating and Corporate Governance Committee will solicit and
receive recommendations, and review qualifications of potential
candidates to serve on the Board. The Nominating and Corporate
Governance Committee may also use search firms to identify
director candidates. To enable the Nominating and Corporate
Governance Committee to effectively evaluate director
candidates, the Committee may also conduct appropriate inquiries
into the backgrounds and qualifications of director candidates,
including reference checks. As stated above, the Nominating and
Corporate Governance Committee will consider candidates
recommended by stockholders utilizing the same criteria as
candidates identified by the Nominating and Corporate Governance
Committee.
6
COMPENSATION
Director
Compensation
Each director who is not an employee of the Company is paid a
monthly retainer fee of $3,500, and $500 for attendance at any
meeting during the month. In addition, each of the Chairman of
the Board and the Audit Committee Chairman receives an
additional $1,500 each month, and the Vice-Chairman of the Board
receives an additional $1,000 each month. Chairmen of remaining
committees receive an additional $300 each month, and members
receive an additional $400 monthly for serving in the
Loan Committee. Directors receive between $9,680 and
$16,770 per year for payment of health insurance premiums
under the Companys health insurance plans. Directors are
eligible to be granted stock options under the Companys
2000 Stock Option Plan. No stock options were granted to the
Companys directors in 2005 in connection with a
directors service on the board.
Executive
Compensation
The following table shows the compensation paid by the Company
during the last three fiscal years to the Companys chief
executive officer and each of our other most highly compensated
executive officers who were serving as executive officers at the
end of fiscal year 2005 and two other officers for whom
disclosure would have been required except for the fact that the
individuals were not serving in the capacity of an executive
officer at the end of fiscal year 2005. We collectively refer to
these five persons as the named executive officers.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Compensation(1)
|
|
Long-Term Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
Other Annual
|
|
|
|
Underlying
|
|
|
Name & Principal
|
|
Fiscal
|
|
Salary
|
|
Bonus
|
|
Compensation
|
|
Restricted
|
|
Stock
|
|
All Other
|
Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
Stock Award(s)($)
|
|
Options (#)
|
|
Compensation(2)
|
|
Sung Won Sohn(3)
|
|
|
2005
|
|
|
$
|
550,000
|
|
|
$
|
621,500
|
|
|
|
*
|
(4)
|
|
$
|
1,815,000
|
(5)
|
|
|
350,000
|
(6)
|
|
$
|
39,709
|
(7)
|
President, Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Winiarski
|
|
|
2005
|
|
|
$
|
156,250
|
|
|
$
|
80,834
|
|
|
|
*
|
(8)
|
|
|
|
|
|
|
|
|
|
$
|
18,288
|
(9)
|
Senior Vice President
|
|
|
2004
|
|
|
$
|
140,000
|
|
|
$
|
50,750
|
|
|
|
*
|
(10)
|
|
|
|
|
|
|
14,000
|
|
|
$
|
17,721
|
(11)
|
and Chief Financial
|
|
|
2003
|
|
|
$
|
7,499
|
|
|
$
|
5,000
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kurt M. Wegleitner(12)
|
|
|
2005
|
|
|
$
|
116,667
|
|
|
$
|
60,000
|
|
|
|
*
|
(13)
|
|
|
|
|
|
|
20,000
|
|
|
$
|
8,477
|
(14)
|
Executive Vice
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suki H. Murayama(15)
|
|
|
2005
|
|
|
$
|
142,535
|
|
|
$
|
53,663
|
|
|
|
*
|
(16)
|
|
|
|
|
|
|
|
|
|
$
|
19,695
|
(17)
|
Senior Vice President
|
|
|
2004
|
|
|
$
|
121,560
|
|
|
$
|
40,598
|
|
|
|
*
|
(18)
|
|
|
|
|
|
|
14,000
|
|
|
$
|
17,091
|
(19)
|
and Regional Executive
|
|
|
2003
|
|
|
$
|
116,136
|
|
|
$
|
24,817
|
|
|
|
*
|
(20)
|
|
|
|
|
|
|
|
|
|
$
|
16,447
|
(21)
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eunice U. Lim (22)
|
|
|
2005
|
|
|
$
|
118,230
|
|
|
$
|
41,048
|
|
|
|
*
|
(23)
|
|
|
|
|
|
|
|
|
|
$
|
12,365
|
(24)
|
Senior Vice President
|
|
|
2004
|
|
|
$
|
66,500
|
|
|
$
|
53,513
|
(25)
|
|
$
|
10,282
|
(26)
|
|
|
|
|
|
|
|
|
|
$
|
7,187
|
(27)
|
and Acting Chief Credit Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the above-named executive officers. |
|
(1) |
|
All cash compensation and perquisites paid to the named
executive officers are paid by, and are the responsibility of,
the Companys subsidiary, Hanmi Bank. All equity awards are
made by the Company, are for shares of the Companys common
stock and are made pursuant to its 2000 Stock Option Plan with
exceptions as noted. |
|
(2) |
|
The amounts in this column consist of group life insurance
premiums, health insurance premiums, and employer contributions
under the 401(k) Plan, all of which are benefits generally
available to all salaried employees with exceptions noted for
Dr. Sung Won Sohn. |
|
(3) |
|
Dr. Sohn commenced service as President and Chief Executive
Officer on January 3, 2005. |
7
|
|
|
(4) |
|
Other Annual Compensation totals $36,824. |
|
(5) |
|
A restricted stock grant of 100,000 shares was awarded to
Dr. Sohn on February 3, 2005 in connection with his
execution of an employment agreement with the Company. One-fifth
of the shares were released from restriction upon execution of
the employment agreement and an additional one-fifth will be
released from restriction per year. At December 31, 2005,
the value of the remaining restricted stock was $1,428,800.
Dividends on the restricted stock will be paid to Dr. Sohn. |
|
(6) |
|
The stock options were granted to Dr. Sohn in connection
with an employment agreement with the Company. This equity award
to Dr. Sohn was not made pursuant to the 2000 Stock Option
Plan. |
|
(7) |
|
This amount consists of $12,439 in life insurance premiums,
$16,769 in health insurance premiums, and $10,500 in employer
contribution under the 401(k) Plan. |
|
(8) |
|
Other Annual Compensation totals $12,791, which includes $8,400
in automobile allowance. |
|
(9) |
|
This amount consists of $382 in group life insurance premiums,
$9,680 in health insurance premiums, and $8,226 in employer
contribution under the 401(k) Plan. |
|
(10) |
|
Other Annual Compensation totals $11,835, which includes $8,400
in automobile allowance. |
|
(11) |
|
This amount consists of $384 in group life insurance premiums,
$8,937 in health insurance premiums, and $8,400 in employer
contribution under the 401(k) Plan. |
|
(12) |
|
Mr. Wegleitner commenced service as Executive Vice
President and Chief Credit Officer on June 1, 2005. |
|
(13) |
|
Other Annual Compensation totals $6,246, which includes, among
others, $4,900 in automobile allowance. |
|
(14) |
|
This amount consists of $203 in group life insurance premiums,
$2,586 in health insurance premiums, and $5,688 in employer
contribution under the 401(k) Plan. |
|
(15) |
|
Ms. Murayama served in the capacity of an executive officer
until May 18, 2005. |
|
(16) |
|
Other Annual Compensation totals $13,416, which includes $8,400
in automobile allowance. |
|
(17) |
|
This amount consists of $336 in group life insurance premiums,
$11,528 in health insurance premiums, and $7,831 in employer
contribution under the 401(k) Plan. |
|
(18) |
|
Other Annual Compensation totals $13,322, which includes $8,400
in automobile allowance. |
|
(19) |
|
This amount consists of $330 in group life insurance premiums,
$9,467 in health insurance premiums, and $7,294 in employer
contribution under the 401(k) Plan. |
|
(20) |
|
Other Annual Compensation totals $9,710, which includes $8,400
in automobile allowance. |
|
(21) |
|
This amount consists of $292 in group life insurance premiums,
$9,196 in health insurance premiums, and $6,959 in employer
contribution under the 401(k) Plan. |
|
(22) |
|
Ms. Lim served in the capacity of an executive officer
until May 18, 2005. |
|
(23) |
|
Other Annual Compensation totals $13,622, which includes $8,400
in automobile allowance. |
|
(24) |
|
This amount consists of $277 in group life insurance premiums,
$5,179 in health insurance premiums, and $6,909 in employer
contribution under the 401(k) Plan. |
|
(25) |
|
This figure includes a $15,250 retention bonus paid to executive
in connection with the Companys acquisition of Pacific
Union Bank. |
|
(26) |
|
Other Annual Compensation includes $5,550 in automobile
allowance. |
|
(27) |
|
This amount consists of $162 in group life insurance premiums,
$3,035 in health insurance premiums, and $3,990 in employer
contribution under the 401(k) Plan. |
Employment
Agreements
The Company entered into a six-year employment agreement with
Dr. Sung Won Sohn effective January 3, 2005. Under the
terms of the agreement, Dr. Sohn serves as President and
Chief Executive Officer of both the Company and Hanmi Bank, the
Companys subsidiary, at a base annual salary of $550,000
with annual CPI adjustment. In addition, Dr. Sohn is
eligible to receive an annual incentive bonus based on pre-tax
profitability of the Company in an amount not to exceed 125% of
his annual salary. The agreement also provides for a stock bonus
grant of 100,000 shares with a vesting schedule under which
20,000 shares vest each year. Dr. Sohn has received
two
8
grants of two stock options to acquire 150,000 and
200,000 shares, respectively. The shares subject to each
option vest in equal annual installments over six years.
Dr. Sohn is entitled to the grant of an additional option
to acquire 200,000 shares at the shares market price
if either the Companys stock price doubles or its earnings
per share double, with the grant of an additional option to
acquire 200,000 shares at the shares market price if
either the Companys stock price quadruples or its earnings
per share quadruple. Dr. Sohn is entitled to certain health
insurance benefits and term life insurance policy, which are not
available to other salaried employees. Either Dr. Sohn or
the Company
and/or Hanmi
Bank may terminate the employment agreement without cause at any
time. If the Company
and/or Hanmi
Bank terminates employment without cause or if Dr. Sohn
resigns on account of constructive termination, as defined in
the agreement: (i) Hanmi Bank must provide Dr. Sohn
his base salary for the remaining duration of the term of the
agreement; (ii) any outstanding options for the
350,000 shares or stock bonus grant at the termination date
shall continue to vest and be treated as if Dr. Sohn had
continued to deliver services to the Company and Hanmi Bank; and
(iii) the Company shall continue to pay health insurance
premiums for him and his family for the duration of the term of
the agreement. If Dr. Sohn terminates without cause, he is
entitled to the continued vesting of the stock option for
150,000 shares and the stock bonus grant.
Equity
Compensation Plan Information
The following table summarizes information as of
December 31, 2005 relating to equity compensation plans of
Hanmi Financial pursuant to which grants of options, restricted
stock, or other rights to acquire shares may be granted from
time to time.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities
|
|
|
|
|
|
|
remaining available for
|
|
|
Number of
|
|
Weighted-average
|
|
future issuance under
|
|
|
securities to
|
|
exercise price of
|
|
equity compensation
|
|
|
be issued upon exercise
|
|
outstanding
|
|
plans (excluding
|
|
|
of outstanding options,
|
|
options, warrants
|
|
securities reflected in
|
|
|
warrants and rights(a)
|
|
and rights(b)
|
|
column(a))
|
|
Equity compensation plans approved
by security holders
|
|
|
1,173,712
|
|
|
$
|
10.55
|
|
|
|
3,047,557
|
|
Equity compensation plans not
approved by security holders
|
|
|
838,558
|
(1)
|
|
$
|
12.70
|
|
|
|
0
|
|
Total equity compensation plans
|
|
|
2,012,270
|
|
|
$
|
11.45
|
|
|
|
3,047,557
|
|
|
|
|
(1) |
|
Composed of: a) stock options granted to Chief Executive
Officer to purchase 350,000 shares of common stock at an
exercise price of $17.17 per share with vesting in equal
annual installments of 16.66%, subject to accelerated vesting
upon certain corporate transactions, and expiring no later than
November 3, 2014; and b) stock warrants issued to
affiliates of Castle Creek Financial LLC (for services rendered
in connection with the placement of the Companys equity
securities) to purchase a total of 488,558 shares of common
stock at an exercise price of $9.50 per share. |
Option
Grants in Last Fiscal Year
The following table shows all options to acquire shares of the
Companys stock granted to our named executive officers
during fiscal year 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential Realized
|
|
|
|
|
|
|
Percent of Total
|
|
|
|
|
|
|
|
|
Value at Assumed
|
|
|
|
Number of Securities
|
|
|
Options Granted to
|
|
|
|
|
|
|
|
|
Annual Rates of Stock
Appreciation
|
|
|
|
Underlying Options
|
|
|
Employees in Fiscal
|
|
|
Exercise Price
|
|
|
Expiration
|
|
|
For Option Term(4)
|
|
Name
|
|
Granted (#)(1)
|
|
|
Year(2)
|
|
|
($ per Share)(3)
|
|
|
Date
|
|
|
5%($)
|
|
|
10%($)
|
|
|
Kurt M. Wegleitner
|
|
|
20,000
|
|
|
|
14.8
|
%
|
|
$
|
16.20
|
|
|
|
6/1/2015
|
|
|
$
|
203,764
|
|
|
$
|
516,370
|
|
|
|
|
(1) |
|
These options are incentive stock options granted pursuant to
the 2000 Stock Option Plan. The options vest in equal annual
installments over a five-year period from the date of grant. |
|
(2) |
|
The Company awarded a total of 135,554 options to employees in
fiscal year 2005. |
9
|
|
|
(3) |
|
The exercise price per share is equal to the fair market value
of a share of the Companys common stock on the date of
grant. |
|
(4) |
|
Assumed annual rates of stock price appreciation are set by the
SEC and are not a forecast of future appreciation. The amounts
shown are pre-tax and also assume that the options will be held
throughout their entire term. Actual realized value, if any,
will be dependent on the future price of the Companys
common stock, as well as the continued employment of the option
holder through the vesting period. |
Aggregate
Option Exercises in the Last Year and Fiscal Year End Option
Values
The following table shows all stock options exercised by our
named executive officers during fiscal 2005 and the number and
value of unexercised options they held at fiscal year end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
Value of Unexercised
|
|
|
|
Shares
|
|
|
|
|
|
Underlying Unexercised
|
|
|
In-the-Money
Options At
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Options at Fiscal Year
End(#)
|
|
|
Fiscal Year End ($)(2)
|
|
Name
|
|
Exercise
|
|
|
($)(1)
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Sung Won Sohn
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350,000
|
|
|
|
|
|
|
$
|
243,250
|
|
Michael J. Winiarski
|
|
|
|
|
|
|
|
|
|
|
2,800
|
|
|
|
11,200
|
|
|
$
|
12,152
|
|
|
$
|
48,608
|
|
Kurt M. Wegleitner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
33,200
|
|
Suki H. Murayama
|
|
|
|
|
|
|
|
|
|
|
19,150
|
|
|
|
17,740
|
|
|
$
|
189,164
|
|
|
$
|
119,413
|
|
Eunice U. Lim
|
|
|
9,400
|
|
|
$
|
142,363
|
|
|
|
7,934
|
|
|
|
|
|
|
$
|
91,817
|
|
|
|
|
|
|
|
|
(1) |
|
Calculated by determining the difference between the exercise
price of such option and the fair market value of the
Companys common stock at the exercise date, multiplied by
the total number of shares exercised. |
|
(2) |
|
Calculated by determining the difference between the exercise
price of such option and the fair market value of the
Companys common stock at December 31, 2005,
multiplied by the total number of shares subject to the option. |
Compensation
Committee Interlocks and Insider Participation
I Joon Ahn, Ung Kyun Ahn, Joseph K. Rho, William J. Ruh and Won
R. Yoon served as members of the Compensation Committee during
the last completed fiscal year. No member of the Compensation
Committee was an officer or employee of the Company or any of
its subsidiaries during fiscal year 2005 or at any prior time.
No member of the Compensation Committee is or was on the
compensation committee of any other entity whose officers served
either on the Board of Directors or on the Compensation
Committee of the Company.
Certain
Relationships and Related Transactions
Some of the Companys directors and executive officers and
their immediate families, as well as the companies with which
they are associated, are customers of, or have had banking
transactions with, the Company in the ordinary course of the
Companys business, and the Company expects to have banking
transactions with such persons in the future. In
managements opinion, all loans and commitments to lend
included in such transactions were made in the ordinary course
of business, in compliance with applicable laws on substantially
the same terms, including interest rates and collateral, as
those prevailing for comparable transactions with other persons
of similar creditworthiness and, in the opinion of management,
did not involve more than a normal risk of repayment or
presented other unfavorable features. The total amount of
indebtedness owed to the Company by the principal officers and
current directors of the Company (including associated
companies) as of December 31, 2005 was approximately
$33,084.
10
REPORT OF
THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The report of the Compensation Committee shall not be deemed
incorporated by reference to any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Exchange Act, except to the
extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed to
be soliciting material or to be filed
with the SEC under such Acts.
Overview
and Philosophy
The Compensation Committee of the Board of Directors (the
Committee) is composed entirely of outside directors
and is responsible for developing and making recommendations to
the Board with respect to the Companys executive
compensation policies. In addition, the Committee, pursuant to
authority delegated by the Board, determines the compensation to
be paid to the Chief Executive Officer and each of the other
executive officers of the Company. The Committee is also
responsible for setting and administering the policies that
govern the Hanmi Financial 2000 Stock Option Plan (2000
Stock Option Plan).
There are three key elements in the Companys executive
compensation program, all determined by individual and corporate
performance:
|
|
|
|
|
Annual base salary;
|
|
|
|
Incentive compensation; and
|
|
|
|
Long-term incentive compensation.
|
The Companys executive compensation program is designed to
enable it to attract, retain and motivate the highest quality of
management talent available. Furthermore, the Committee believes
that the value of the program should reflect, in large part, the
value created for stockholders. The key objectives of the
program are as follows:
|
|
|
|
|
To offer fair and competitive annual base salaries consistent
with similarly situated companies in the banking industry;
|
|
|
|
To reward executives for corporate and individual performance
through incentive compensation; and
|
|
|
|
To encourage future performance through the use of long-term
incentives such as stock options, which align the interests of
employees and stockholders.
|
Annual
Base Salaries
Annually, the Committee establishes the base salaries to be paid
to the executive officers of the Company during the coming year,
subject to the approval of the Board of Directors. In setting
base salaries, the Committee takes into account several factors
including, but not limited to, the executives experience,
responsibilities, management abilities and job performance, as
well as the performance of the Company as a whole and current
market conditions. Company performance measures reviewed in
connection with setting base salaries in 2005 included only
profitability of our subsidiary, Hanmi Bank. The Committee
established no other Company performance goals for the purpose
of determining base salaries.
Incentive
Compensation
The Committee reviews the performance of the executive officers
of the Company on an annual basis to determine the incentive
compensation based on their performance and Companys
performance measures. Company performance measures reviewed in
connection with determining the incentive compensation in 2005
included the following measurement criteria: earnings per share,
return on average assets, pre-tax income and the average deposit
increase of our subsidiary, Hanmi Bank. The Committee
established no other Company performance goals for the purposes
of determining incentive compensation.
11
Long-Term
Incentive Compensation
The Committee believes that employee stock ownership is a
significant incentive in building stockholder wealth and
aligning the interests of employees and stockholders. Stock
options will only have value if the Companys stock price
increases. Stock options utilize vesting periods to encourage
key employees to continue in the employ of the Company.
The Company awards stock options to the executive officers
pursuant to the terms of the Companys 2000 Stock Option
Plan. The Committee has not established option grant guidelines;
rather, the size, timing and other material terms of the option
grants for executive officers are made at the discretion of the
Board and the Committee. Factors considered by the Committee and
the Board include (1) awards to industry peers and
(2) each executives previous grant history.
Compensation
of the Chief Executive Officer
The Compensation Committee believes it is appropriate to discuss
the compensation offered to Dr. Sohn in connection with the
commencement of his employment as Chief Executive Officer of the
Company in January 2005 because the Compensation Committee
deliberated on and established Dr. Sohns compensation
in connection with the Companys entering into the
employment agreement with Dr. Sohn in November 2004. The
initial compensation package for Dr. Sohn is as set forth
in the description of his employment agreement in the section of
this proxy statement entitled Employment Agreements.
The Committee based the structure of this package on
(1) packages offered to industry peers, (2) the
current compensation packages of the other executive officers of
the Company and (3) the compensation package of the
previous CEO.
Policy
with Respect to Section 162(m)
Section 162(m) of the Internal Revenue Code of 1987, as
amended (the Code), provides that compensation paid
to a public companys chief executive officer and its four
other highest paid executive officers in excess of
$1 million in a given fiscal year of the Company is not
deductible unless such compensation is paid only upon the
achievement of objective performance goals where certain
procedural requirements have been satisfied. Neither the Company
nor Hanmi Bank is currently compensating any executive officers
at levels that would cause this limitation on corporate tax
deductions to apply, and neither has any current plans to do so.
The Compensation Committee has accordingly not adopted a formal
policy concerning the application of the Section 162(m)
limitation on tax deductions. The Compensation Committee will
continue to monitor the applicability of Section 162(m).
The Compensation Committee will, if it appears that any
executive officer will likely be approaching the $1,000,000
compensation limitation in the near future, review whether such
payments should be structured so as to qualify as deductible
performance-based compensation.
The Compensation Committee
I Joon Ahn
Ung Kyun Ahn
Joseph K. Rho
William J. Ruh
Won R. Yoon
12
PRICE
PERFORMANCE GRAPH
Set forth below is a graph comparing stockholder return on the
Companys common stock valued on the market price of common
stock with the cumulative total returns for companies on an
indexed basis of a $100 investment in the Companys common
stock, the Nasdaq
Composite®
(US) Index and the S & P Financials Index. Periods
prior to June 2000 represent trading in the common stock of
Hanmi Bank prior to the reorganization of the Company into a
bank holding company. The Companys common stock was
accepted for listing on Nasdaq on January 29, 2001. The
performance graph shall not be deemed incorporated by reference
to any general statement incorporating by reference this Proxy
Statement into any filing under the Security Act of 1933 or
under the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
Comparison
of Cumulative Total Return on $100 Investment
Among the Company, Nasdaq
Composite®
(US) Index, and S & P Financials Index
Comparative
Return
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending
|
Index
|
|
|
12/31/00
|
|
|
12/31/01
|
|
|
12/31/02
|
|
|
12/31/03
|
|
|
12/31/04
|
|
|
12/31/05
|
The Company
|
|
|
|
100.00
|
|
|
|
|
147.64
|
|
|
|
|
184.90
|
|
|
|
|
219.41
|
|
|
|
|
398.87
|
|
|
|
|
396.43
|
|
NASDAQ
|
|
|
|
100.00
|
|
|
|
|
78.95
|
|
|
|
|
54.06
|
|
|
|
|
81.09
|
|
|
|
|
88.06
|
|
|
|
|
89.27
|
|
S & P Financials
|
|
|
|
100.00
|
|
|
|
|
114.20
|
|
|
|
|
95.44
|
|
|
|
|
122.09
|
|
|
|
|
132.15
|
|
|
|
|
137.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
INDEPENDENT
ACCOUNTANTS
The firm of KPMG, LLP (KPMG) served as the
Companys independent accountants for the year ended
December 31, 2005. This firm has advised the Company that
it has no direct or indirect financial interest in the Company.
Representatives of this firm are expected to be present at the
Annual Meeting of Stockholders, with the opportunity to make a
statement should they desire to do so, and will be available to
respond to appropriate questions from stockholders.
Audit
Fees
The aggregate fees billed by KPMG for professional services
rendered for the audit of the Companys annual financial
statements for the fiscal year ended December 31, 2005 and
for the reviews of the financial statements included in the
Companys Quarterly Reports on
Form 10-Q
for that fiscal year were $480,300. The aggregate fees billed by
KPMG for professional services rendered for the audit of the
Companys annual financial statements for the fiscal year
ended December 31, 2004 and for the reviews of the
financial statements included in the Companys Quarterly
Reports on
Form 10-Q
for that fiscal year were $577,000.
Tax
Fees
The aggregate fee billed by KPMG for professional services
rendered in connection with tax compliance, tax advice and tax
planning for the fiscal year ended December 31, 2005 was
$119,500. In fiscal year 2005, the Company paid a fee of
$106,000 for the preparation of the Companys income tax
returns and an additional fee for estimated tax and tax return
compliance work of $13,500. The aggregate fee billed by KPMG for
professional services rendered in connection with tax
compliance, tax advice and tax planning for the fiscal year
ended December 31, 2004 was $35,700. In fiscal year 2004,
the Company paid a fee of $20,000 for the preparation of the
Companys income tax returns and an additional fee of
$15,700 for estimated tax and tax return compliance work related
to the acquisition of Pacific Union Bank.
All Other
Fees
There were no fees billed by KPMG for advice or services
rendered to the Company other than as described above.
Audit
Committee Pre-Approval Policies and Procedures
The Audit Committee has established Pre-Approval Policies
and Procedures for independent auditors services.
Any proposed services not pre-approved or exceeding pre-approved
cost levels require specific pre-approval by the Audit
Committee. The Audit Committee may not delegate its
responsibilities to pre-approve services performed by the
independent auditors to management.
The Audit Committee may delegate pre-approval authority to one
or more of its members. In 2005, the Audit Committee Chairman
was permitted to approve fees up to $25,000 with the requirement
that any pre-approval decisions be reported to the Audit
Committee at its next scheduled meeting.
The only non-audit services provided by the independent auditors
relate to the preparation of the Companys income tax
return, and this work and related fees receive specific approval
in advance by the Audit Committee.
14
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Board of Directors maintains an Audit Committee composed of
five of the Companys outside directors. The Board of
Directors and the Audit Committee believe that the Audit
Committees current member composition satisfies
Rule 4350(d)(2)(A) of the National Association of
Securities Dealers, Inc. which governs Audit Committee
composition, as all audit committee members are
independent directors and the committee currently
has more than one member with past employment experience in
accounting with the requisite professional certifications. The
Audit Committee operates under a written charter adopted by the
Board of Directors, a copy of which appears in the following
section.
The Audit Committee oversees the Companys financial
process on behalf of the Board of Directors. Management has the
primary responsibility for the financial statements and the
reporting process including the system of internal controls. In
fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report
with management including a discussion of the quality, not just
the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of
disclosures in the financial statements. In addition, during the
course of 2005, management completed the documentation, testing
and evaluation of the Companys system of internal control
over financial reporting in response to the requirements set
forth in Section 404 of the Sarbanes-Oxley Act of 2002 and
related regulations. The Audit Committee was kept apprised of
the progress of the evaluation and provided oversight and advice
to management during the process. In connection with this
oversight, the Audit Committee received periodic updates
provided by management and the independent auditors at each
regularly scheduled Audit Committee meeting. At the conclusion
of the process, the Audit Committee reviewed a report submitted
by the management on the effectiveness of the Companys
internal control over financial reporting.
The Audit Committee reviewed with the independent auditors, who
are responsible for expressing an opinion on the conformity of
those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not
just the acceptability, of the Companys accounting
principles and such other matters as are required to be
discussed with the Committee under generally accepted auditing
standards, including Statement on Auditing Standards
No. 61. In addition, the Audit Committee has discussed with
the independent auditors the auditors independence from
management and the Company including the matters in the written
disclosures and the letter from the independent auditors
required by the Independence Standards Board, Standard
No. 1.
The Audit Committee discussed with the Companys
independent auditors the overall scope and plans for their
audit. The Audit Committee meets with the independent auditors,
with and without management present, to discuss the results of
their examination, their evaluation of the Companys
internal controls and the overall quality of the Companys
financial reporting.
In reliance on the reviews and discussions referred to above,
the Committee recommended to the Board of Directors (and the
Board has approved) that the audited financial statements be
included in the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005 for filing with
the Securities and Exchange Commission.
The Audit Committee
Kraig A. Kupiec
Joon Hyung Lee
Richard B. C. Lee
M. Christian Mitchell
Chang Kyu Park
15
AUDIT
COMMITTEE CHARTER
The purpose of the Audit Committee (the Committee)
of the Board of Directors (the Board) of Hanmi
Financial Corporation (the Company) is to
(a) assist the Board in monitoring, overseeing, and
assessing (i) the Companys accounting and financial
reporting processes; (ii) the quality and integrity of the
Companys financial statements, including audits of the
financial statements; (iii) the performance of the
Companys internal audit function, including independent
loan review, performed by the Companys Risk Control Group;
(iv) the qualifications, independence and performance of
the independent auditor; (v) compliance with applicable
legal and regulatory financial accounting requirements; and
(vi) managements ability to evaluate adequacy
of internal controls and capably identify and control risks
posed by its current and planned activities; and
(b) provide an avenue for communication among the
independent auditor, the Risk Control Group, management and the
Board. The Committee shall have such other duties as set forth
in this charter and as directed by the Board.
|
|
II.
|
Composition
of the Committee
|
The Committee shall be comprised of at least three directors,
each of whom shall be determined by the Board to meet the
independence requirements of the Securities and Exchange
Commission (the SEC), the Federal Deposit Insurance
Corporation (FDIC), The Nasdaq Stock Market, Inc.
(Nasdaq) and any other applicable governmental or
regulatory authorities. The Committee shall also meet the
applicable experience, expertise, financial literacy and other
requirements of the SEC, FDIC and Nasdaq. At least one member of
the Committee shall be an audit committee financial
expert as defined by SEC rules.
The members of the Committee shall be nominated by the Board
upon recommendation by the Nominating and Corporate Governance
Committee. The Board shall designate a Chairman and a Vice
Chairman of the Committee. If the Committee Chairman is not
present at a meeting of the Committee, the Vice Chairman shall
preside.
The Committee shall meet quarterly or more frequently as
circumstances require. A majority of the members of the
Committee shall constitute a quorum.
The Committee may form subcommittees for any purpose that the
Committee deems appropriate and may delegate to such
subcommittees such power and authority as the Committee deems
appropriate.
The Committee Chairman, in consultation with management and
other members of the Committee, shall prepare
and/or
approve an agenda in advance of each meeting. Materials related
to agenda items shall be provided to the Committee members
sufficiently in advance of the meeting where necessary to allow
the members to prepare for discussion of the items at the
meeting. The Committee shall maintain written minutes of its
meetings, which shall be maintained with the books and records
of the Company. The Committee shall report its activities
regularly and directly to the Board and shall make
recommendations that the Committee deems advisable.
The Committee may request that any director, officer or employee
of the Company, or other persons whose advice and counsel are
sought by the Committee, attend any meeting of the Committee to
provide such pertinent information as the Committee requests.
|
|
IV.
|
Authority
and Responsibilities
|
1. The Committee shall prepare annually the report required
by the SEC to be included in the Companys annual proxy
statement, including the review of financial statements with
management, review of SAS 61 with the independent auditor, and
review of the written disclosures and the letter from the
independent auditor.
16
2. The Committee shall have unrestricted access to Company
personnel and documents and shall have the power to conduct or
authorize investigations into any matters within the
Committees scope of responsibilities.
3. The Committee shall have the authority to engage
independent counsel and other advisors, as it determines
necessary to carry out its duties. The Company shall provide for
appropriate funding, as determined by the Committee, for payment
of (a) compensation to the independent auditor engaged for
the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the
Company; (b) compensation to any advisors employed by the
Committee; and (c) ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its
duties. The Committee shall review and reassess at least
annually the adequacy of this Charter and recommend any proposed
changes to the Board for approval. The Committee shall annually
review its own performance.
|
|
B.
|
Quality
and Integrity of Financial Statements
|
1. The Committee shall review and discuss with management,
the Risk Control Group and the independent auditor the
Companys quarterly and annual reports on
Form 10-Q
and
Form 10-K,
respectively, prior to their filing with the SEC, including
Companys financial statements, the disclosures contained
therein (including Managements Discussion and
Analysis of Financial Condition and Results of
Operations), and any certification, report, opinion or
review rendered by management, the Risk Control Group or the
independent auditor in connection with the foregoing. (For
Form 10-Q
review and discussion, CFO provides a draft of the 10Q to Audit
Committee Chairman who after review discusses with CFO, outside
financial auditors and Risk Control Group Manager. Draft of 10Q
is also sent to all audit committee members and Chairman holds
telephonic conference with committee members prior to 10Q filing
date to discuss any issues they may have about the report
financial information. )
2. The Committee shall review and discuss with management,
the Risk Control Group and the independent auditor any
significant financial reporting issues and judgments made in
connection with the preparation of the Companys financial
statements, including any significant changes in the
Companys selection or application of accounting
principles, any special steps adopted in light of any material
control deficiencies and the effect of regulatory and accounting
initiatives on the Companys financial statements.
3. The Committee shall discuss earnings press releases as
well as financial information and earnings guidance to be
provided to analysts and rating agencies.
4. The Committee shall periodically meet privately in
executive session, with management, the Risk Control Group and
the independent auditor, and as a committee to discuss any
matters that the Committee or each of those groups believes
should be discussed. The Committee may ask members of management
or others to attend any such meeting and provide pertinent
information as necessary.
|
|
C.
|
Internal
Controls and Procedures
|
1. The Committee shall, in consultation with the Risk
Control Group, management and the independent auditor, review
and discuss the adequacy and effectiveness of the Companys
(a) internal controls, (b) management risk assessment
evaluation process including its ongoing monitoring and periodic
reporting (c) internal audit procedures and
(d) disclosure controls and processes, and management
reports thereon.
2. The Committee shall review any disclosures made to the
Committee by the Chief Executive Officer and Chief Financial
Officer during their certification process for the
Form 10-K
and
Form 10-Q
regarding any significant deficiencies in the design or
operation of internal controls or material weaknesses therein
and any fraud involving management or other employees who have a
significant role in the Companys internal controls.
3. The Committee shall review and discuss with management
and the Risk Control Group the Companys significant
financial risk exposures and the steps management has taken to
monitor, control and report such exposures, including the
Companys risk assessment and risk management policies.
17
|
|
D.
|
Internal
Audit Function
|
1. The Companys Risk Control Group shall perform
internal audit functions, including independent loan review, for
the Company and shall report directly to the Committee. The
Committee shall at least annually review and approve the
Companys internal audit and independent loan review plans
(collectively, the Internal Audit Plans). The
Committee shall periodically review the progress of
implementation of the Internal Audit Plans.
2. The Committee shall annually review with management and
the Risk Control Group Manager: (a) the Risk Control
Groups responsibilities; (b) the Risk Control
Groups budget, staffing and the procedures and policies
for implementing the Internal Audit Plans; and (c) any
changes required in the scope of the Internal Audit Plans.
3. The Committee shall review, at least quarterly, with
management and the Risk Control Group summaries of significant
internal audit and independent loan review report observations
and independent certified audit reports, bank examinations and
other information submitted by management. The Committee shall
also review, at least quarterly, with management and the Risk
Control Group any material findings of the Risk Control Group,
any difficulties encountered in the course of the internal
audits, and the status of any corrective actions.
4. The Committee shall review and approve the appointment,
replacement, performance and compensation of any internal
auditor other than the Risk Control Group retained to perform
any internal audit functions.
|
|
E.
|
Independent
Auditors Qualifications and Independence
|
1. The Committee shall be directly responsible for the
appointment, compensation, retention and oversight of the work
of the independent auditor engaged (including resolution of any
disagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or
attest services for the Company, and each such independent
auditor must report directly to the Committee.
2. The Committee shall review the annual retention of the
independent auditor, the audit engagement letters, the scope of
audit services, estimated fees, timing of auditor visits,
coordination with internal audit, monitoring of audit results
and review of the independent auditors performance and
services. The Committee shall have the sole authority to appoint
or replace the independent auditor as the Committee deems
necessary or appropriate.
3. The Committee shall pre-approve all audit services and
permitted non-audit services (including the fees and terms
thereof) to be performed for the Company by its independent
auditor (whether pursuant to policies or otherwise), subject to
the de minimis exceptions for non audit services
described in the Securities Exchange Act of 1934, as amended
(the Exchange Act), pursuant to policies adopted by
the Company.
4. The Committee shall not engage, or otherwise permit the
Company to engage, the independent auditor to provide any
non-audit services prohibited under Section 10A of the
Exchange Act (Section 10A of the Exchange Act currently
prohibits (a) bookkeeping or other services related to the
accounting records or financial statements of the audit client,
(b) financial information systems design and
implementation, (c) appraisal or valuation services,
fairness opinions, or
contribution-in-kind
reports, (d) actuarial services, (e) internal audit
outsourcing services, (f) management functions or human
resources, (g) broker or dealer, investment adviser, or
investment banking services, (h) legal services and expert
services unrelated to the audit, and (i) any other service
that the Public Company Accounting Oversight Board, which was
established under Section 101 of the Sarbanes-Oxley Act of
2002, determines, by regulation, is impermissible).
5. The Committee shall annually evaluate the
qualifications, performance and independence of the independent
auditor. The Committee shall (a) receive written
disclosures and the written statement from the independent
auditor delineating all relationships between the auditor and
the Company, consistent with Independence Standards Board
Standard 1, (b) discuss with the independent auditor
any disclosed relationships or services that might impact the
auditors objectivity and independence and (c) take,
or recommend that the Board take, appropriate action to oversee
the independence of the outside auditor.
18
6. The Committee shall ensure that the independent
auditors lead audit partner having primary responsibility
for the audit and the audit partner responsible for reviewing
the audit are rotated as required by law.
7. The Committee shall oversee the establishment of written
hiring policies for current and former employees of the
independent auditor.
|
|
F.
|
Independent
Auditors Audit
|
1. The Committee shall annually review and discuss with the
independent auditor (a) its audit plans and audit
procedures, including the scope, fees and timing of the audit;
(b) the results of the annual audit examination and
accompanying management letters; and (c) the results of the
independent auditors procedures with respect to interim
periods.
2. The Committee shall, at least quarterly, review and
discuss reports from the independent auditor on (a) all
critical accounting policies and practices to be used;
(b) all alternative treatments of financial information
within generally accepted accounting principles that have been
discussed with management, ramifications of the use of such
alternative disclosures and treatments, and the treatment
preferred by the independent auditor; and (c) other
material written communications between the independent auditor
and management, such as any management letter or schedule of
unadjusted differences.
3. The Committee shall review the Companys audited
financial statements in relation to meeting the requirements of
an annual directors examination, related notes, the
independent auditors opinion to be rendered, and any
unresolved disagreements with management concerning accounting
or disclosure matters.
4. The Committee shall inquire into any accounting
adjustments that were noted or proposed by the independent
auditor but were not recorded in the financial statements.
|
|
G.
|
Compliance
with Laws and Regulations
|
1. The Committee shall review significant findings reported
by bank regulators, managements related responses and
monitor corrective actions on any major deficiencies noted.
2. The Committee shall, at least annually, review with
Companys counsel any legal matters that could have a
significant impact on the Companys financial statements,
the Companys compliance with applicable laws and
regulations, and any inquiries received from regulators or
governmental agencies.
3. The Committee shall review all related party
transactions for potential conflicts of interest
situations on an ongoing basis and have the authority to approve
any such transactions. For purposes hereof, related party
transactions shall mean any transaction required to be
disclosed by the Company pursuant to SEC
Regulation S-K,
Item 404. The Committee shall also oversee the provisions
of, and any violations of the provisions of, Section XII of
the Companys Code of Business Conduct and Ethics.
4. The Committee shall establish procedures for
(a) the receipt, retention, and treatment of complaints
received by the Company regarding accounting, internal
accounting controls, or auditing matters; and (b) the
confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing
matters. Such procedures shall include the Committees
responsibilities in response to any such complaints or
submissions as set forth in the Companys Code of Business
Conduct and Ethics.
The Committee shall also undertake such additional activities
within the scope of its primary function as the Board or the
Committee may from time to time determine or as may otherwise be
required by law, the Board or the Companys by-laws or
charter.
The duties and responsibilities of a member of the Committee are
in addition to those duties set out for a member of the Board of
the Company. While the Committee has the responsibilities and
powers set forth by this charter, it is not the duty of the
Committee to plan or conduct audits or to determine that the
Companys financial statements are complete and accurate in
accordance with generally accepted accounting principles. This
is the responsibility of management and the independent auditor.
19
BENEFICIAL
OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following tables set forth information pertaining to
beneficial ownership (as defined below) of the Companys
common stock, by (i) persons known to the Company to own
more than five percent of the outstanding shares of the
Companys common stock, (ii) each director and nominee
for election, (iii) executive officers of the Company and
(iv) all directors and executive officers of the Company as
a group. The information contained herein has been obtained from
the Companys records and from information furnished to the
Company by each individual or entity. Management knows of no
person who owns, beneficially or of record, either individually
or with associates, more than five percent of the Companys
common stock, except as set forth below.
The number of shares beneficially owned by a given
stockholder are determined under Securities and Exchange
Commission Rules, and the designation of ownership set forth
below is not necessarily indicative of ownership for any other
purpose. In general, the beneficial ownership as set forth below
includes shares over which a director, director nominee,
principal stockholder or executive officer has sole or shared
voting or investment power and certain shares which such person
has a vested right to acquire, under stock options or otherwise,
within 60 days of the date hereof. Except as otherwise
indicated, the address for each of the following persons is the
Companys address. The following information is as of
April 10, 2006.
Common
Stock Beneficially Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
Name and Address of Beneficial
Owner
|
|
Number of Shares
|
|
|
Shares Outstanding
|
|
|
FMR Corporation(1)
|
|
|
4,857,805
|
|
|
|
9.71
|
%
|
Won R. Yoon(2)(3)(4)
Director
|
|
|
1,680,722
|
|
|
|
3.36
|
%
|
Joseph K. Rho(2)
Director
|
|
|
1,594,838
|
|
|
|
3.19
|
%
|
Chang Kyu Park(2)
Director
|
|
|
1,242,920
|
|
|
|
2.48
|
%
|
Richard B. C. Lee(5)(6)
Director
|
|
|
1,214,356
|
|
|
|
2.43
|
%
|
Joon Hyung Lee(7)
Chairman of the Board
|
|
|
1,214,300
|
|
|
|
2.43
|
%
|
I Joon Ahn(2)
Director
|
|
|
1,177,526
|
|
|
|
2.35
|
%
|
William Ruh(8)
Director
|
|
|
96,908
|
|
|
|
0.19
|
%
|
Sung Won Sohn(9)(10)
Director, President and Chief Executive Officer
|
|
|
88,333
|
|
|
|
0.18
|
%
|
Kraig Kupiec(11)
Director
|
|
|
28,482
|
|
|
|
0.06
|
%
|
Suki H. Murayama(12)
Senior Vice President and District Leader
|
|
|
22,786
|
|
|
|
0.05
|
%
|
Eunice U, Lim(13)
Senior Vice President and Deputy Chief Credit Officer
|
|
|
18,758
|
|
|
|
0.04
|
%
|
M. Christian Mitchell(14)
Director
|
|
|
6,667
|
|
|
|
0.01
|
%
|
Michael J. Winiarski(15)
Senior Vice President and Chief Financial Officer
|
|
|
5,600
|
|
|
|
0.01
|
%
|
Kurt M. Wegleitner
Executive Vice President and Chief Credit Officer
|
|
|
0
|
|
|
|
0.00
|
%
|
All directors and executive
officers as a group (14 in number)
|
|
|
8,392,196
|
|
|
|
16.68
|
%
|
20
|
|
|
(1) |
|
As reported in Schedule 13G filed as of December 31,
2005. The address of FMR Corporation is 82 Devonshire Street,
Boston, MA 02109. Pursuant to Schedule 13b, FMR Corporation
is the parent of Fidelity Management & Research
Company, a registered investment adviser and beneficial owner of
the shares reported by FMR Corporation. Edward C.
Johnson III is the Chairman of FMR Corporation. |
|
(2) |
|
Shares beneficial ownership with his spouse. |
|
(3) |
|
Includes 394,058 shares held by Won R. Yoon MD &
Soo Y. Song Yoon MD, Inc., of which he and his spouse have sole
ownership. |
|
(4) |
|
Includes 18,312 shares issuable upon exercise of options
issued under Hanmis 2000 Stock Option Plan at an exercise
price of $3.8908. |
|
(5) |
|
Includes 40,944 shares held in the names of his children
under the Uniform Trust for Minors Act over which he exercises
sole investment power. |
|
(6) |
|
Includes 54,936 shares issuable upon exercise of options
issued under Hanmis 2000 Stock Option Plan at an exercise
price of $3.8908. |
|
(7) |
|
Includes 36,624 shares issuable upon exercise of options
issued under Hanmis 2000 Stock Option Plan at an exercise
price of $3.8908. |
|
(8) |
|
Includes 56,908 shares issuable upon exercise of warrants
issued at an exercise price of $9.5000. |
|
(9) |
|
60,000 restricted shares will be vested in equal annual
installment of 20,000 on the vesting anniversary date starting
from February 22, 2007 pursuant to the Stock Bonus
Agreement between the Company and Dr. Sohn. |
|
(10) |
|
Includes 58,333 shares issuable upon exercise of options
issued in connection with Dr. Sohns execution of an
employment agreement with the Company at $17.1650. |
|
(11) |
|
Includes 28,482 shares issuable upon exercise of options
issued at an exercise price of $3.2700 assumed at the merger
with Pacific Union Bank. |
|
(12) |
|
Includes 21,950 shares issuable upon exercise of options
issued under Hanmis 2000 Stock Option Plan at an exercise
price of $7.0336 (16,350 shares) and $13.5200
(5,600 shares). |
|
(13) |
|
Includes 7,934 shares issuable upon exercise of options
issued at an exercise price of $4.0950 (2,848 shares) and
$7.5150 (5,086 shares) assumed at the merger with Pacific
Union Bank. |
|
(14) |
|
Includes 6,667 shares issuable upon exercise of options
under Hanmis 2000 Stock Option Plan issued at an exercise
price of $13.3450. |
|
(15) |
|
Includes 5,600 shares issuable upon exercise of options
under Hanmis 2000 Stock Option Plan issued at an exercise
price of $13.5200. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, the Companys
directors, executive officers and any persons holding ten
percent or more of the Companys Common Stock are required
to report their ownership of Common Stock and any changes in
that ownership to the SEC and to furnish the Company with copies
of such reports. Specific due dates for these reports have been
established, and the Company is required to report in this Proxy
Statement any failure to file on a timely basis by such persons.
Based solely upon a review of copies of reports filed with the
SEC during fiscal 2005, all persons subject to the reporting
requirements of Section 16(a) filed all required reports on
a timely basis.
OTHER
MATTERS
The Board of Directors knows of no business other than that
described herein that will be presented for consideration at the
Annual Meeting of Stockholders. If, however, other business
shall properly come before the meeting, the persons named in the
enclosed form of proxy intend to vote the shares represented by
said proxies on such matters in accordance with the
recommendation of the Board of Directors, or in the absence of a
recommendation, in accordance with their judgment.
21
STOCKHOLDER
PROPOSALS FOR THE 2007 ANNUAL MEETING
Any stockholder proposal intended to be included in the
Companys Proxy Statement for the 2007 Annual Meeting must
be received by the Company for inclusion in the Proxy Statement
and form of proxy for that meeting no later than January 1,
2007. Pursuant to the Companys Bylaws, any other
stockholder proposal to be presented at any annual meeting must
be received by the Companys Secretary not less than sixty
(60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding Annual Meeting of
Stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs. To be in proper
form, the stockholders notice must contain such
information as is required by the Companys Bylaws and
applicable law.
For any proposal that is not submitted for inclusion in next
years proxy and is instead sought to be presented directly
at next years annual meeting, Securities and Exchange
Commission rules permit management to vote proxies in its
discretion if the Company (i) does not receive notice of
the proposal prior to the close of business on March 5,
2007 or (ii) receives notice of the proposal before the
close of business on March 15, 2007, and advises
stockholders in the proxy about the nature of the matter and how
management intends to vote.
AVAILABILITY
OF
FORM 10-K
The Companys Annual Report for 2005 is included in the
mailing with this proxy statement. The Company will provide to
any stockholder without charge and by first class mail, upon the
written request of that stockholder, a copy of the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005 as filed with
the Securities and Exchange Commission. Such requests should be
addressed to: Stephanie Yoon, Investor Relations Manager, at
Hanmi Financial Corporation, 3660 Wilshire Boulevard, Penthouse
Suite A, Los Angeles, CA 90010. The Annual Report on
Form 10-K
includes a list of Exhibits. If you wish to receive copies of
the Exhibits, we will send them to you. Expenses for copying and
mailing will be your responsibility. In addition, the Securities
and Exchange Commission maintains an internet site at
http://www.sec.gov
that contains information we file with them.
By Order of the Board of Directors
/s/ Sung Won
Sohn
Sung Won Sohn
President and Chief Executive Office
22
PROXY
HANMI FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS MAY 24, 2006
The undersigned shareholder(s) of Hanmi Financial Corporation (Hanmi) hereby nominates,
constitutes and appoints M. Christian Mitchell and Justine Roe, and each of them, the attorney,
agent and proxy of the undersigned, with full power of substitution, to vote all stock of Hanmi
Financial Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Hanmi to be held at the Radisson Wilshire Plaza Hotel, located at 3515 Wilshire
Boulevard, Los Angeles, California, on May 24, 2006, at 10:30 a.m. local time, and at any
adjournment or adjournments thereof, as fully and with the same force and effect as the undersigned
might or could do if personally present thereat, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF FOR PROPOSAL 1. THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS GIVEN. IF NO INSTRUCTIONS ARE GIVEN, THE PROXY CONFERS AUTHORITY
TO AND SHALL BE VOTED FOR PROPOSAL 1.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
6 DETACH PROXY CARD HERE 6
Board of Directors recommends a vote FOR Proposal 1.
|
|
|
|
|
|
|
|
|
|
|
|
|
1. ELECTION OF DIRECTORS. To elect the following four nominees
to serve as directors of Hanmi for a term of three years until their respective
successors are elected and qualified.
|
|
o
|
|
FOR
|
|
o
|
|
WITHHOLD AUTHORITY
TO VOTE
|
|
o
|
|
EXCEPTIONS |
Director Nominees: I Joon Ahn, Kraig A. Kupiec, Joon Hyung Lee, Joseph K. Rho
(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the Exceptions box
and write that nominees name on the space below.)
2. To transact such other business as may
properly come before the Meeting and at any
adjournment or adjournments thereof.
Management at present knows of no other
business to be presented by or on behalf of
Hanmi or its Board of Directors at the
Meeting.
|
|
|
x
|
|
Please mark votes
as in this example |
|
|
|
o
|
|
MARK HERE FOR ADDRESS CHANGE AND
NOTE BELOW |
I (We) do o do not o expect to attend the Meeting.
Please sign and date below.
|
|
|
Number of Shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Please Print Name
|
|
|
|
|
Please Print Name
|
|
|
|
Dated: |
|
|
|
|
|
|
|
|
|
|
|
|
Signature of Shareholder
|
|
|
|
|
Signature of Shareholder
|
(Please date this Proxy and sign your name
as it appears on your stock certificates.
Executors, administrators, trustees, etc.,
should give their full duties. All joint
owners should sign.)
3
Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning it in the Enclosed Envelope
3