
1200 Trinity Drive •Los Alamos, New Mexico 87544 •(505) 662-5171 •(800) 525-9634
April 7, 2008
Dear Shareholder:
On behalf of the Board of Directors and management of Trinity Capital Corporation, we cordially invite you to attend the Annual Meeting of Shareholders of Trinity Capital Corporation to be held at 6:00 p.m. on May 15, 2008, at the Hilltop House Hotel located at 400 Trinity Drive, Los Alamos, New Mexico. This Proxy Statement discusses the business to be conducted at the meeting. At the meeting we will report on operations and the outlook for the year ahead.
The Board of Directors has nominated three persons to serve as Class II directors, each of whom is an incumbent director. We recommend you vote your shares “for” the director nominees. Trinity’s Audit Committee has selected, and we recommend that you vote “for” the ratification of Moss Adams, LLP to serve as our independent registered public accounting firm for the year ending December 31, 2008.
As you have surely noted, we changed the manner in which you received Trinity’s Annual Report and Proxy Statement. This new means of delivery, via the Internet, embraces our values of Innovation and Social Responsibility and will reduce waste as well as the costs associated with printing and mailing Trinity’s Annual Report and Proxy Statement. If you wish to receive a printed copy of these documents, please contact us and we will send one within three business days.
You will receive a Proxy Card in the mail on or about April 17, 2008. Under the Security and Exchange Commission’s regulations, we cannot send the Proxy Card with your Notice of Availability or before 10 days following mailing of that Notice. If you do not receive a Proxy Card in the separate mailing, please contact us. To vote by mail, complete and sign the Proxy Card that will be mailed to you in a separate mailing on or about April 17, 2008 and mail it in the accompanying pre-addressed envelope.No postage is required if mailed in the United States. If you want to vote in person, please come to the meeting.
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We look forward to seeing and visiting with you at the meeting. |
Very truly yours,

Bill Enloe
President and Chief Executive Officer
Please sign and date your Proxy Card and return it in the accompanying envelope as promptly as possible, regardless of whether you plan to attend the meeting in person. We hope that you will be able to attend the meeting. If you do, you may vote your stock in person if you wish. You may revoke the Proxy Card at any time prior to its exercise.
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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Notice of Annual Meeting |
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of Shareholders |
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to be held May 15, 2008 |
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Time: |
6:00 p.m. on Thursday, May 15, 2008 |
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Place: |
Hilltop House Hotel |
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400 Trinity Drive |
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Los Alamos, New Mexico |
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Items of Business: |
1. Election of three members to the Board of Directors; |
2. Ratification of the appointment of Moss Adams, LLP as Trinity’s independent registered public accounting firm for the year ending December 31, 2008; and
3. The transaction of such other business as may properly be brought before the meeting and any adjournments or postponements of the meeting.
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Record Date: |
You can vote if you were a shareholder of record on April 1, 2008. |
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Annual Report: |
Trinity’s 2007 Annual Report is available on-line at www.lanb.com/tcc/annual.asp . If you wish to receive a physical copy of the Annual Report or this Proxy Statement, please contact us: |
By Telephone at: (800) 525-9634 or (505) 662-1099
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By E-Mail at: |
tcc@lanb.com |
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By U.S. Mail at: |
Trinity Capital Corporation |
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Stock Representative |
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Post Office Box 60 |
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Los Alamos, New Mexico 87544 |
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Proxy Voting: |
It is important that your shares are represented and voted at the Annual Meeting. You can vote your shares by completing and returning the Proxy Card sent to you. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in this Proxy Statement. |
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Postponement: |
In the event there are an insufficient number of votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the meeting may be adjourned or postponed in order to permit us to further solicit proxies. |
Steve W. Wells
Secretary
April 7, 2008
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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2008 Proxy Statement
This Proxy Statement is being furnished to shareholders of Trinity Capital Corporation, a New Mexico corporation (“Trinity”) with its principal executive offices located in Los Alamos, New Mexico, in connection with the solicitation by Trinity’s Board of Directors (“Board”) of proxies to be used at the 2008 Annual Meeting of Shareholders. The Annual Meeting will be held on May 15, 2008, at the Hilltop House Hotel located at 400 Trinity Drive, Los Alamos, New Mexico at 6:00 p.m., or at any adjournments or postponements of the meeting.
Trinity is a financial holding company which owns all of the common shares in Los Alamos National Bank, a national banking organization (“LANB”). Trinity also owns all of the common shares of Title Guaranty & Insurance Company (“Title Guaranty”), TCC Appraisal Services Corporation (“TCC Appraisals”), both New Mexico corporations, and four special purpose business trusts, created for the sole purpose of issuing an aggregate of $37.1 million in trust preferred securities. TCC Funds, a Delaware statutory trust, was also created in 2006 in order to enable us to create a mutual fund. LANB also has a subsidiary, TCC Advisors Corporation, created to enable registration with the Securities and Exchange Commission as a registered investment advisor.
Trinity’s Annual Report, including the consolidated financial statements for the year ended December 31, 2007, along with this Proxy Statement is first being made available to shareholders on or about April 7, 2008, via notice and electronic delivery. Physical copies of this Proxy Statement and Trinity’s Annual Report are available upon request.
Annual Meeting
Purpose of Annual Meeting. The Annual Meeting is held to allow shareholders to act upon the matters outlined in the Notice of Annual Meeting of Shareholders, including the election of directors and the ratification of Trinity’s independent registered public accounting firm. In addition, management will report on the performance of Trinity and respond to questions from shareholders.
Shareholders Entitled to Vote and Voting Rights. Shareholders of record as of the close of business on April 1, 2008, the record date for the Annual Meeting, will be entitled to vote their shares at the Annual Meeting. As of the record date, there were 6,499,587 shares of common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the shareholders at the Annual Meeting. Your Proxy Card(s) will state the number of shares held under each of your accounts. This Proxy Statement describes the matters that will be presented for consideration by the shareholders at the Annual Meeting.
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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How to Vote. Your vote is very important. If you are the record holder of your shares, you may vote either by mail or in person at the meeting. You will receive a Proxy Card in the mail on or about April 17, 2008. If you do not receive a Proxy Card in the separate mailing, please contact us. Under the rules of the SEC, Trinity cannot send your Proxy Card(s) with the Notice of Availability informing you that the Annual Report and this Proxy Statement may be viewed online or physical copies may be requested and prohibits Trinity from sending your Proxy Card(s) until ten days following the mailing of the Notice of Availability.
If you have multiple accounts reflected in Trinity’s stock transfer records and/or in accounts with brokers or fiduciaries, you will receive one Proxy Card for each account. Please complete, sign and return ALL Proxy Cards to ensure that all of your shares are voted.
To vote by mail, complete and sign the Proxy Card that will be mailed to you in a separate mailing on or about April 17, 2008 and mail it to Trinity in the accompanying pre-addressed envelope. No postage is required if mailed in the United States. If you mark your Proxy Card to indicate how you want your shares voted your shares will be voted as you instruct. If you sign and return your Proxy Card but do not mark the card to provide voting instructions, the shares represented by your Proxy Card will be voted “for” all three nominees named in this Proxy Statement and “for” the ratification of Trinity’s independent registered public accounting firm and in accordance with the judgment of the proxy holders on any other matter properly brought before the meeting and any adjournments and postponements of the meeting.
If you want to vote in person, please come to the meeting. We will distribute written ballots to anyone who wants to vote at the meeting. Please note, however, that if your shares are held in the name of your broker or fiduciary, you will need to arrange to obtain a legal proxy from your broker or fiduciary, as described below, in order to vote in person at the meeting. Even if you plan to attend the Annual Meeting, you should complete, sign and return your Proxy Card in advance of the Annual Meeting in case your plans change.
If your shares are held in the name of your broker or fiduciary (or what is usually referred to as “street name”) you should have received this Proxy Statement from your broker or fiduciary with instructions on how to direct that person or entity to vote your shares. It will then be your broker’s or fiduciary’s responsibility to vote your shares in the manner you direct. Please complete, sign and return the Proxy Card in the envelope provided by your broker or fiduciary. Under the rules of various national and regional securities exchanges, brokers and fiduciaries may generally vote on routine matters, such as the election of directors and the ratification of independent auditors, but cannot vote on non-routine matters, such as the adoption or amendment of a stock incentive plan or an amendment to Trinity’s Articles of Incorporation, unless they have received voting instructions from the person for whom they are holding shares. If there is a non-routine matter presented to shareholders at a meeting and your broker or fiduciary does not receive instructions from you on how to vote on that matter, your broker or fiduciary will return the Proxy Card to us, indicating that he or she does not have the authority to vote on that matter. This is generally referred to as a “broker non-vote” and may affect the outcome of the voting on those matters. We encourage you to provide directions to your broker or fiduciary as to how you want your shares voted on all matters to be brought before the meeting. You should do this by carefully following the instructions your broker or fiduciary gives you concerning its procedures. This ensures that your shares will be voted at the meeting.
Director Nominees. The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted “for” substitute nominees. Proxies cannot be voted for more than three nominees. The Board has no reason to believe any nominee will be unable to stand for re-election.
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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Householding and Electronic Delivery. We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same residential address or post office box and last name, or are reasonably believed by us to be members of the same family, will receive only one copy of Trinity’s Notice of Availability and Annual Meeting, unless one or more of these shareholders notifies us that they wish to continue to receive individual copies. We have also adopted the electronic delivery of the Annual Report and this Proxy Statement. Shareholders may request physical copies of the Annual Report and Proxy Statement. Trinity will mail such requested physical copies within three (3) business days of the request. These procedures reduce Trinity’s printing costs and postage fees from mailings.
Shareholders who participate in householding and electronic delivery will continue to receive separate physical Proxy Cards for each account under which they own shares in a separate mailing ten days following the mailing of the Notice of Availability of Proxy Materials. Additionally, householding and electronic delivery will not in any way affect dividend check mailings and deposits. If you do not currently receive dividends via electronic transfer and wish to change the method of delivery, please contact one of our Stock Representatives.
Contact Us. Please contact the Trinity Capital Corporation Stock Representatives, Ada Beth Carothers or Danette Clark, at: 1200 Trinity Drive, Post Office 60, Los Alamos, New Mexico 87544, (505) 662-1099, (505) 662-1036 or (800) 525-9634, or tcc@lanb.com, to make the following requests:
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If you wish to receive physical copies of these reports for the current year and/or permanently (please specify); |
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If you currently receive multiple copies of materials and wish to receive only a single copy of these documents for your household; |
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If you currently receive one copy of materials and wish to receive separate copies and do not wish to participate in householding; |
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If you need to change or correct your name, address or other information. |
You may also find copies of these documents at www.lanb.com/tcc/annual.asp and all of Trinity’s filings at Trinity’s website: www.lanb.com/tcc/filings.asp.
Revocation of Proxies. You can revoke your proxy at any time prior to the Annual Meeting by completing, signing and delivering a new Proxy Card or written notice of revocation to Trinity prior to the Annual Meeting or by voting in person at the Annual Meeting. If you vote in person, revoking a prior proxy, please inform the election judges of your revocation. If you hold your shares in the name of your broker or fiduciary, and desire to revoke your proxy, you will need to contact that person or entity to revoke your proxy.
Required Vote. A majority of the shares that are outstanding and entitled to vote as of the record date must be present in person or by proxy at the meeting in order to hold the meeting and conduct business.
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Shares are counted as present at the meeting if the shareholder either: |
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is present in person at the meeting; or |
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has properly submitted a signed Proxy Card or other form of proxy. |
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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On April 1, 2008, the record date, there were 6,499,587 shares of common stock issued and outstanding. Therefore, at least 3,249,794 shares need to be present in person or by proxy at the Annual Meeting. Broker non-votes will not be counted as entitled to vote, but will count for purposes of determining whether or not a quorum is present on the matter. The following table sets forth the votes required for each item of business for the Annual Meeting:
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Proposal 1: Election of Three Directors (Class II) |
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The three nominees for election as directors who receive the highest number of “FOR” votes will be elected as directors. This number is called a “plurality.” You may vote “for” or “withhold authority to vote for” each nominee for director. If you do not vote for a particular nominee, or you indicate “withhold authority to vote” for a particular nominee on your Proxy Card, your non-votes or withholding of authority and broker non-votes will not count as votes cast either for or against the nominee, but will count for purposes of determining whether or not a quorum is present on the matter. |
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Proposal 2: To Ratify the Appointment of Moss Adams, LLP as Trinity’s independent registered public accounting firm for the Fiscal Year Ending December 31, 2008. |
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Ratification of the appointment of Moss Adams, LLP as Trinity’s independent registered public accounting firm for Trinity’s fiscal year ending December 31, 2008 requires a majority of the votes cast in person or by proxy at the Annual Meeting be voted “FOR” this Proposal. You may vote “for,” “against,” or “abstain” on the ratification of Moss Adams. Abstentions and broker non-votes will not be counted as votes cast either for or against the proposal, but will count for purposes of determining whether or not a quorum is present on the matter. |
If possible, we will announce voting results at the meeting. The voting results will also be disclosed in Trinity’s Form 10-Q for the quarter ending June 30, 2008.
How does the Board recommend that I vote? Trinity’s Board recommends that you vote your shares “FOR” each of the nominees to the Board and “FOR” the ratification of Moss Adams, LLP as Trinity’s independent registered public accounting firm for 2008.
Voting on Other Matters. When you sign your Proxy Card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in your Proxy Card, thereby ensuring your shares will be voted whether or not you attend the meeting. If you have signed and returned your Proxy Card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.
Cost of Proxy Solicitation. Trinity will bear the cost of soliciting proxies. In addition to solicitations by mail, Trinity’s officers, directors or employees may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders.
List of Shareholders. Pursuant to state law and the bylaws of Trinity, the names of the shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and the 10 days prior to the Annual Meeting, during regular business hours, at the Corporate Offices at: 1200 Trinity Drive, 3rd Floor, Los Alamos, New Mexico 87544.
Shareholder Account Maintenance. Should you find any errors or changes that should be made in your shareholder account information, please provide Trinity’s Stock Representatives, Ada Beth Carothers or Danette Clark, with a written request for changes at:
By U.S. Mail: 1200 Trinity Drive, Los Alamos, New Mexico 87544
By E-mail: tcc@lanb.com
By Telephone: (800) 525-9634 or (505) 662-1099 or (505) 662-1036
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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Security Ownership of Certain
Beneficial Owners, Directors and Management
The following table sets forth certain information with respect to the beneficial ownership of Trinity’s common stock as of April 1, 2008, by each person known by us to be the beneficial owner of more than 5% of Trinity’s outstanding common stock, by each Director or nominee, by each Executive Officer named in the summary compensation table which can be found later in this Proxy Statement and by all Directors and Executive Officers of Trinity as a group. Beneficial ownership has been determined for this purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under which a person is deemed to be the beneficial owner of securities if he or she has or shares voting power or investment power with respect to such securities or has the right to acquire beneficial ownership of securities within 60 days of April 1, 2008. The address for the Trinity Capital Corporation Employee Stock Ownership Plan f/k/a Los Alamos National Bank Employee Stock Ownership Plan (“ESOP”) is 1200 Trinity Drive, Los Alamos, New Mexico 87544.
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Name of Individual or Individuals in Group |
Amount and Nature of Beneficial Ownership |
Percent of Class |
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Trinity Capital Corporation ESOP |
645,602 |
(1) |
9.93 |
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George A. Cowan |
788,245 |
(2) |
12.13 |
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William C. Enloe |
221,588 |
(3) |
3.33 |
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Jeffrey F. Howell |
7,028 |
(4) |
* |
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Deborah U. Johnson |
10,000 |
(5) |
* |
% |
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Jerry Kindsfather |
124,700 |
(6) |
1.92 |
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Arthur B. Montoya, Jr. |
7,426 |
(7) |
* |
% |
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Lewis A. Muir |
287,892 |
(8) |
4.43 |
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Stanley D. Primak |
8,866 |
(9) |
* |
% |
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Charles A. Slocomb |
3,336 |
(10) |
* |
% |
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Steve W. Wells |
131,494 |
(11) |
2.00 |
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Robert P. Worcester |
8,888 |
(12) |
* |
% |
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Daniel R. Bartholomew |
19,838 |
(13) |
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% |
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All Directors and Executive Officers as a group (11 persons) |
844,965 |
(14) |
12.56 |
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* Indicates that the individual or entity owns less than one percent of Trinity’s common stock.
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Of the 645,602 shares held by Trinity’s ESOP, all are allocated or will be allocated in 2008 to the individual participants’ accounts, |
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Dr. Cowan’s shares are held by The Delle Foundation, a non-profit corporation controlled by Dr. Cowan and his wife. |
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(3) |
Includes 24,350 shares over which Mr. Enloe shares voting and investment power with his spouse, 57,586 shares held by Mr. Enloe in Trinity’s ESOP and 139,562 shares available to Mr. Enloe through the exercise of options over which shares he has no voting power or investment power. |
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Of the 7,028 shares held by Ms. Howell, 100 are held by her spouse. |
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Ms. Johnson shares voting and investment power in 8,200 shares with her spouse. The remaining 1,800 shares are held by Ms. Johnson in her individual retirement account. |
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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Includes 114,292 shares, one-half of the 228,584 shares held by J&G Investments, in which Mr. Kindsfather is a 50% partner with shared voting and investment power. |
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(7) |
Dr. Montoya shares voting and investment power in 7,126 shares with his spouse. The remaining 300 shares are held by the Arthur B. Montoya, Jr., DDS Profit Sharing Plan over which Dr. Montoya shares voting and investment power. |
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(8) |
Includes 281,279 shares held in the Lewis and Janice Muir Revocable Trust, of which Mr. Muir and his wife are the trustees and share voting and investment power, 1,105 shares over which Mr. Muir has sole voting and investment power and 5,508 shares over which his spouse has sole voting and investment power. |
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(9) |
Includes 8,452 shares over which Mr. Primak shares voting and investment power with his spouse, 206 shares held in his individual retirement account and 208 shares held in the individual retirement account of his spouse. |
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(10) |
Mr. Slocomb shares voting and investment power in such shares with his spouse. |
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Includes 42,620 shares Mr. Wells owns in Trinity’s ESOP, 12,705 shares held in his individual retirement account, 10,836 shares over which Mr. Wells has sole voting and investment power and 65,333 shares available to Mr. Wells through the exercise of options, over which shares he has no voting or investment power. This number includes 1,061 shares held by Mr. Wells’ spouse, obtained prior to marriage, to which he has disclaimed any beneficial ownership. |
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Mr. Worcester shares voting and investment power over such shares with his spouse. |
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(13) |
Mr. Bartholomew owns 12,528 shares through Trinity’s ESOP, 10 shares over which Mr. Bartholomew shares voting and investment power with his wife and 300 shares are owned by Mr. Bartholomew’s father and will transfer upon death to Mr. Bartholomew. Additionally, 7,000 shares are available to Mr. Bartholomew through the exercise of options, over which shares he has no voting or investment power. |
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The total of all Directors and Executive Officers does not include George A. Cowan as he is no longer a Director but serves as a Director Emeritus and is the beneficial owner of more than 5% of Trinity’s outstanding common stock. |
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires that the directors, executive officers and persons who own more than 10% of Trinity’s common stock file reports of ownership and changes in ownership with the Securities and Exchange Commission. These persons are also required to furnish us with copies of all section 16(a) forms they file. Based solely on Trinity’s review of the copies of such forms furnished to us and, if appropriate, representations made by any reporting person concerning whether a Form 5 was required to be filed for 2007, we are not aware of any failures to comply with the filing requirements of Section 16(a) during 2007.
TRINITY CAPITAL CORPORATION 2008 PROXY STATEMENT
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Board of Directors and Corporate Governance
Trinity’s Board conducts its business through meetings of the Board and through the activities of its committees. The Board meets monthly and may schedule special meetings as needed. During 2007, Trinity’s Board held 13 meetings. Each of Trinity’s directors attended at least 80% of the total number of Board meetings held and meetings of the committees on which such directors served during 2007. It is Trinity’s policy that all directors shall attend the Annual Meetings, except in the event of illness or other unanticipated conflicts. All of the directors then serving attended Trinity’s 2007 Annual Meeting on May 24, 2007. The Board has determined to continue with a Board consisting of ten directors.
It is Trinity’s policy that the Board consists of a majority of independent directors. Each of Trinity’s directors, with the exception of Messrs. Enloe and Wells and Ms. Johnson, are deemed to be “independent” as defined in the rules and regulations of the Nasdaq Stock Market, Inc. (“Nasdaq”). Executive sessions of non-management directors are held several times a year. Any non-management director can request an executive session be held at the conclusion of each Board Meeting. These sessions are chaired by Ms. Jeffrey Howell, Trinity’s Chairman of the Board.
The Board has established a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, among other committees. The table below provides membership and meeting information for each of these committees.
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Name |
Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee |
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| William C. Enloe (1) | |||||||
| Jeffrey F. Howell |
X2 |
X |
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| Deborah U. Johnson |
X |
X |
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| Jerry Kindsfather |
X |
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| Arthur B. Montoya, Jr. |
X |
X2 |
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| Lewis A. Muir |
X |
X |
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| Stanley D. Primak |
X |
X |
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| Charles A. Slocomb |
X |
X |
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| Steve W. Wells 1 | |||||||
| Robert P. Worcester |
X |
X2 |
X |
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| Number of Committee Meetings |
4 |
6 |
1 |
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Messrs. Enloe and Wells are Executive Officers and as such are not members of the Board committees listed. |
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Committee Chair. |
Audit Committee. The members of the Audit Committee are Ms. Howell (Chair) and Messrs. Montoya, Muir, Slocomb, and Worcester, each of whom served on the Committee in 2007 and will continue in 2008. Each member of the Committee is deemed to be “independent” as such term is defined by Nasdaq and the rules and regulations promulgated by the SEC. The Board has determined that Ms. Howell qualifies and has appointed her to serve as the “audit committee financial expert” as defined in the SEC’s rules and regulations. The Board based this decision on Ms. Howell’s extensive professional experience, as described in her biography on page 33 of this Proxy Statement.
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The Audit Committee is responsible for the following: