Spring Brings Annual Meetings

April 12, 2004
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An anti-takeover measure at one bank and raising the number of authorized shares at another bank and at auto supplier Gentex Corp. highlight the agendas for upcoming shareholder meetings in West Michigan.

Mercantile Bank Corp. directors are seeking shareholder approval to increase the corporation's authorized common shares from 9 million to 20 million.

According to the firm's 2003 proxy statement filed with federal securities regulators, the proposal would provide Grand Rapids-based Mercantile Bank Corp. — which has 6.82 million shares of common stock outstanding — additional shares for future issuance for any number of uses. Among such uses could be corporate financing, future acquisitions, stock dividends, stock splits and stock options.

"The board of directors believes it is desirable to increase the authorized number of shares of common stock in order to provide Mercantile with adequate flexibility in corporate planning and strategies," stated the proxy filing with the U.S. Securities and Exchange Commission.

The additional shares also would provide Mercantile Bank some protection against takeover attempts, although directors recommend approval of the proposal based on using the shares and "not as an anti-takeover measure."

Mercantile Bank shareholders will meet April 29 in Grand Rapids.

When Muskegon-based Community Shores Corp. shareholders meet May 13 in Muskegon they will decide on two proposals to update the bank holding company's articles of incorporation.

One of the proposals for the 5-year-old firm's articles is an anti-takeover measure. It would allow directors to consider "various factors in addition to price" if attempts were ever made to acquire the company.

The proposal would "make it more difficult to effect certain transactions that some shareholders may support for economic reasons," Community Shores stated in its annual proxy statement filed with the SEC. "In addition, the proposals may discourage attempts by others to acquire or attempt to obtain control of the company."

The articles of incorporation presently contain provisions that may affect acquisition proposals. These include classified board and supermajority voting requirements.

"The proposals have not arisen as a result of management's knowledge of any effort to accumulate the company's securities or to obtain control of the Company," the proxy stated.

At Zeeland-based Gentex Corp., shareholders will decide on whether to double the authorized shares of common stock from 100 million to 200 million shares. Gentex as of

March 1 had 77.1 million shares of common stock outstanding and 6.8 million shares reserved for issuance under the company's various stock plans.

Increasing the authorized number of shares to 200 million would give Gentex "flexibility for future growth and provide the opportunity for enhanced marketability of the company's common stock, although the board had no intention as of February 26, 2004, of issuing those shares for any particular purpose," the company stated in its recently filed 2003 proxy statement.

Among the potential uses for the additional shares are accomplishing acquisitions, stock options to retain and attract key personnel, stock dividends, and serving as a defensive strategy to counter hostile takeover attempts.

Beyond the proposals at Gentex, Mercantile Bank and Community Shores Bank, shareholders at area firms will elect directors and hear updates from management on the performance of their companies.

Following is a list of upcoming annual shareholder meetings for public companies based in West Michigan. For more information, see the annual proxy statements of each company filed with the U.S. Securities and Exchange Commission.

Community Shores Bank Corp. (OTC: CSHB)

When: 2 p.m. Thursday, May 13

Where: Muskegon Country Club, 2801 Lakeshore Drive, Muskegon

Agenda:

  • Election of Class III directors, Bruce J. Essex and John L. Hilt, for three-year terms expiring in 2007.
  • Approval of amendments to Article IV of the articles of incorporation that relate to the board of directors, including changes to the size of the board, criteria for removal for cause, and shareholder nominations and recommendations to the directors.
  • Approval of an amendment to the articles of incorporation to add a new Article X regarding the board's evaluation and approval of specified major transactions involving the company.

Gentex Corp. (Nasdaq: GNTX)

When: 4:30 p.m. Thursday, May 13

Where: The Pinnacle Center, 3330 Highland Drive, Hudsonville

Agenda:

  • Election of three directors: John Mulder, Frederick Sotok and Wallace Tsuha, to serve three-year terms expiring in 2007.
  • Approval of the Gentex Corp. Qualified stock option plan.
  • Act upon a proposal to amend the articles of incorporation to increase the authorized shares of common stock from 100 million to 200 million shares.
  • To ratify the appointment of Ernst & Young LLP as the Company's auditors for the fiscal year ended Dec. 31, 2004.

Macatawa Bank Corp.  (Nasdaq: MCBC)

When: 10 a.m. Wednesday, April 21

Where: The Amway Grand Plaza Hotel, 187 Monroe Ave. NW, Grand Rapids

Agenda: To elect two directors: Phil Koning and John F. Koetje, for three-year terms.

Mercantile Bank Corp. (Nasdaq: MBWM)

When: 9 a.m. Thursday, April 22

Where: Cascade Hills Country Club, 3725 Cascade Road SE

  • Election of five Class I directors, each for a three-year term: Edward J. Clark, C. John Gill, Gerald R. Johnson Jr., Calvin D. Murdock and Donald Williams Sr.
  • Approval of an amendment to the articles of incorporation to increase the authorized common stock of Mercantile from 9 million shares to 20 million shares.
  • Approval of the 2004 Employee Stock Option Plan.

Meritage Hospitality Group (AMEX: MHG)

When: 9 a.m. Tuesday, May 18

Where: Meritage Hospitality Group Inc. corporate offices, 1971 East Beltline Ave. N.E., Grand Rapids

Agenda:

  • To elect five directors to serve for a term of one year: James P. Bishop, Joseph L. Maggini, Brian N. McMahon, Robert E. Schermer Sr., and Robert E. Schermer Jr.
  • To adopt the 2004 Directors' Share Equity Plan
  • To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for fiscal 2004.

O.A.K. Financial Corp. (OTC: OKFC)

When: 6:30 p.m. Thursday, April 15

Where: The Pinnacle Center, 3330 Highland Drive, Hudsonville

Agenda: To elect three directors to hold office for three-year terms: Norman J. Fifelski, Dellvan J. Hoezee and James B. Meyer.

Universal Forest Products Inc. (Nasdaq: UFPI)

When: 8:30 a.m. Wednesday, April 21

Where: Corporate headquarters, 2801 East Beltline Ave. NE, Grand Rapids

Agenda: Election of one director, Phillip Novell, for a one-year term expiring in 2005, and election of two directors, William Currie and John Engler,for three-year terms expiring in 2007.

Wolverine World Wide Inc. (NYSE: WWW)

When: 10 a.m. Thursday, April 22

Where: Corporate headquarters, 9341 Courtland Drive, Rockford

Agenda:

  • Elect four directors for three-year terms expiring in 2007: Geoffrey B. Bloom, David T. Kollat, David P. Mehney, Timothy J. O'Donovan
  • Vote on ratification of the audit committee's appointment of Ernst & Young LLP as independent auditors for the current fiscal year.

X-Rite Inc. (Nasdaq: XRIT)

When: 4:30 p.m., Tuesday, May 4

Where: Western Michigan University, Grand Rapids campus, Michigan Conference Center.

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