PCBC » Topics » General Information

This excerpt taken from the PCBC DEF 14A filed Mar 16, 2009.

General Information

The current term of office of the Directors expires at the Annual Meeting. On February 11, 2009, Messrs. Lee Mikles and John T. Olds informed the Board of Directors that they will not stand for re-election at the Annual Meeting on April 30, 2009. The Company’s Bylaws provide that the number of directors shall be determined by resolution of the Board of Directors. The Board of Directors, by resolution, fixed the size of the Board at ten, effective April 30, 2009, such that no vacancies will result from Mr. Mikles’ and Mr. Olds’ departures as directors. Accordingly, at the Annual Meeting, you will be asked to vote on the election of ten Directors who will constitute the Company’s Board of Directors.

Both Messrs. Mikles and Olds indicated that their decision was made to enable them to devote more time to their other personal and business commitments. Both have indicated that they would like to remain in formal advisory/consultant roles to PCB. The Board of Directors expresses its sincere gratitude to Messrs. Mikles and Olds for their service and contributions to the Board of Directors. The Governance & Nominating Committee is currently conducting a search to identify new directors, but does not anticipate completing its search before the Annual Meeting.

Considering the best interests of the Company, the Governance & Nominating Committee recommended an amendment to the Directors’ Retirement Policy to extend the term of a Director beyond age 72 if the Director has specific expertise which is needed by the Company during the period of the extension. The Board approved the amendment in January 2009. Mr. Robert W. Kummer, Jr., 72, who has extensive banking experience, consented to serve on the Board for another one-year term. The Governance & Nominating Committee will continue to re-assess such term extension annually through its Board evaluation process.

The Board proposes that the following nominees, all of whom are currently serving as Directors of the Company and of its operating subsidiary, Pacific Capital Bank, N.A. (the “Bank”), be re-elected for a new term of one year and until their successors are duly elected and qualified. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a Director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Unless you indicate on the Proxy Card that your vote should be withheld from any or all of the nominees, the Proxy Committee intends to vote all proxies for the election of each of these nominees. A plurality of votes cast is required for the election of Directors.



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