-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CbHjttnoB00BoU8N0+PMb5lunQi2x8hVOCDokJ+2GUXSZ9MfA7m3WGMR7KhAtIO7 +SOWbnHN94cpkDxOIZaw3g== 0001193125-07-090436.txt : 20070426 0001193125-07-090436.hdr.sgml : 20070426 20070425184153 ACCESSION NUMBER: 0001193125-07-090436 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070523 FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070425 EFFECTIVENESS DATE: 20070426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER FINANCIAL CORP CENTRAL INDEX KEY: 0001174820 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 522380548 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50050 FILM NUMBER: 07788753 BUSINESS ADDRESS: STREET 1: 3435 WILSHIRE BLVD STREET 2: STE 700 CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: 2132512222 DEF 14A 1 ddef14a.htm DEFINITIVE NOTICE & PROXY STATEMENT Definitive Notice & Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant ¨   Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x  Definitive Proxy Statement

 

¨  Definitive Additional Materials

 

¨  Soliciting Material Pursuant to §240.14a-12

Center Financial Corporation


(Name of Registrant as Specified In Its Charter)

 


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

¨  No fee required.

 

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)  Title of each class of securities to which 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:
 
¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)  Amount Previously Paid:
 
  (2)  Form, Schedule or Registration Statement No.:
 
  (3)  Filing Party:
 
  (4)  Date Filed:

 



LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 23, 2007

TO THE SHAREHOLDERS OF CENTER FINANCIAL CORPORATION:

The Annual Meeting of Shareholders of Center Financial Corporation will be held at the Olympic Office of Center Bank, 2222 West Olympic Boulevard, Los Angeles, California 90006 on Wednesday, May 23, 2007 at 6:00 p.m.

At the annual meeting, you will be asked to consider and vote on the following matters:

1. Election of Directors. Electing the following four individuals to serve as Class I directors until the 2009 annual meeting of shareholders and until their successors are elected and qualified:

 

David Z. Hong    Sang Hoon Kim
Chang Hwi Kim    Jae Whan Yoo

2. Ratification of Appointment of Accountants. Ratifying the appointment of Grant Thornton, LLP as our independent registered public accounting firm for 2007.

3. Transacting such other business as may properly come before the meeting and any and all adjournments thereof.

The Board of Directors recommends that you vote in favor of the election of the above nominees and in favor of Proposal 2.

Only shareholders of record at the close of business on March 26, 2007 are entitled to notice of and to vote at the annual meeting. Whether or not you plan to attend the annual meeting, please sign, date and return the enclosed proxy card in the postage paid envelope provided, so that as many shares as possible may be represented. The vote of every shareholder is important and we will appreciate your cooperation in returning your executed proxy promptly. Each proxy is revocable and will not affect your right to vote in person if you attend the annual meeting. Please indicate on the proxy whether or not you expect to attend.

We appreciate your continuing support and look forward to seeing you at the annual meeting.

 

DATED: April 27, 2007  

By Order of the Board of Directors

 

LOGO

 

Lisa Kim Pai

Secretary


CENTER FINANCIAL CORPORATION

3435 Wilshire Boulevard, Suite 700

Los Angeles, California 90010

(213) 251-2222

 


PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 23, 2007

 


INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders (the “Meeting”) of Center Financial Corporation (the “Company”) to be held at the Olympic Office of Center Bank (the “Bank”), 2222 West Olympic Boulevard, Los Angeles, California 90006, at 6:00 p.m., on Wednesday, May 23, 2007, and at any and all adjournments thereof.

It is expected that this Proxy Statement and accompanying Notice will be mailed to shareholders on approximately April 27, 2007.

The matters to be considered and voted upon at the Meeting will be:

1. Election of Directors. To elect four individuals to serve as Class I directors until the 2009 annual meeting of shareholders and until their successors are elected and qualified.

2. Ratification of Appointment of Accountants. To ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for 2007.

3. To transact such other business as may properly come before the Meeting and at any and all adjournments thereof.

Revocability of Proxies

A Proxy for use at the Meeting is enclosed. Any shareholder who executes and delivers such Proxy has the right to revoke it at any time before it is exercised by filing with the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Meeting and voting in person. Subject to such revocation, all shares represented by a properly executed Proxy received in time for the Meeting will be voted by the proxy holders whose names are set forth in the accompanying Proxy in accordance with the instructions on the Proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the Proxy will be voted in favor of the election of the nominees for directors set forth herein, in favor of the ratification of the appointment of our independent accountants and, if any other business is properly presented at the Meeting, in accordance with the recommendations of the Board of Directors.

Solicitation of Proxies

The solicitation of the Proxy accompanying this Proxy Statement is made by the Company’s Board of Directors, and the Company will bear the costs of such solicitation, including preparation, printing and mailing costs. The proxies will be solicited principally through the mails, but directors, officers and regular employees of the Company may solicit proxies personally or by telephone. Arrangements will be made with brokerage firms and other custodians, nominees and fiduciaries to forward these proxy solicitation materials to shareholders whose stock in the Company is held of record by such entities, and the Company will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith. In addition, the Company may pay for and utilize the services of individuals or companies it does not regularly employ in connection with this solicitation of proxies, if management determines it advisable.


VOTING SECURITIES

There were 16,638,201 shares of the Company’s common stock issued and outstanding on March 26, 2007, which has been set as the record date for the purpose of determining the shareholders entitled to notice of and to vote at the Meeting. The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of the common stock is necessary to constitute a quorum at the Meeting for the transaction of business. Abstentions and broker non-votes are each included in the determination of the number of shares present for determining a quorum but are not counted on any matters brought before the Meeting.

Each shareholder is entitled to one vote on each proposal per share of common stock held as of the record date. Shareholders do not have cumulative voting rights in connection with the election of directors. The election of four directors to serve until the 2009 Annual Meeting requires approval by a “plurality” of the votes cast by the shares of common stock entitled to vote in the election. This means that the four nominees who receive the highest number of properly cast votes will be elected as directors even if those nominees do not receive a majority of the votes cast. Shares represented by proxies that are marked “withhold authority” for the election of one or more director nominees or that are not voted (whether by abstention, broker non-vote or otherwise) will not be counted in determining the number of votes cast for those persons.

For all other matters, including the ratification of the appointment of our accountants, a majority of votes cast shall decide the outcome of each matter submitted to the shareholders at the Meeting. Abstentions will be included in the vote totals and, as such, will have the same effect on proposals as a negative vote. Broker non-votes (i.e., the submission of a proxy by a broker or nominee specifically indicating the lack of discretionary authority to vote on the matter), if any, will not be included in the vote totals and, as such, will have no effect on any proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Management knows of no person who owned beneficially more than 5% of the outstanding common stock of the Company as of March 26, 2007, except for Sang Hoon Kim, who is a member of the Company’s Board of Directors; FMR Corp. and related entities; Baron Capital Group, Inc. and related entities; and Kinetics Asset Management, Inc. Information concerning the stock ownership of the Company’s executive officers, directors and nominees for director is set forth below under “PROPOSAL 1: ELECTION OF DIRECTORS.” The following table furnishes information concerning the stock ownership of each known beneficial owner of more than 5% of our outstanding common stock who is not also a director of the Company:

 

2


Title of Class

  

Name and Address

of Beneficial Owner

  

Amount and Nature of

Beneficial Ownership1

   

Percent

of Class1

 
Common Stock   

FMR Corp. and Related Entities2

82 Devonshire Street

Boston, Massachusetts 02109

   1,660,664 2   10.0 %
Common Stock   

Baron Capital Group, Inc. and Related Entities3

767 Fifth Avenue, 49th Floor

New York, New York 10153

   1,330,300 3   8.0 %
Common Stock   

Kinetics Asset Management, Inc.

470 Park Avenue South, 4th Floor South

New York, New York 10016

   1,219,180 4   7.3 %

PROPOSAL 1

ELECTION OF DIRECTORS

Our Bylaws currently provide that the number of directors shall be not fewer than six nor more than eleven until changed by a bylaw amendment duly adopted by the vote or written consent of our shareholders. The Bylaws further provide that the exact number of directors shall be fixed from time to time, within the foregoing range, by a bylaw or amendment thereof or by a resolution duly adopted by the vote or written consent of our shareholders or by our Board of Directors. The exact number of directors is presently fixed at seven.

Pursuant to the Company’s Articles of Incorporation, the Board of Directors is divided into two classes, designated Classes I and II. The directors serve staggered two-year terms, so that directors of only one class are elected at each Annual Meeting of Shareholders. At the Meeting, shareholders will be asked to elect the following four Class I directors whose terms expire this year, for an additional term of two years:

 

David Z. Hong    Sang Hoon Kim
Chang Hwi Kim    Jae Whan Yoo

 


1

As the information concerning these shareholders is based on Schedule 13F or Schedule 13G filings with the SEC, the numbers of shares reported are as of either December 31 or September 30, 2006, as indicated in the appropriate footnote, but the percentages are based on the number of shares of our common stock issued and outstanding on March 26, 2007.

2

Based solely on a Schedule 13G/A as of December 31, 2006 filed with the SEC on February 14, 2007 by FMR Corp. (“FMR”) and Edward C. Johnson 3d, Chairman of FMR, on behalf of themselves and direct and indirect subsidiaries of FMR. FMR is a registered investment adviser as defined in applicable SEC rules. Mr. Johnson and his family are the predominant owners, directly or through trusts, of 49% of the voting power of FMR, and have also entered into a shareholders' voting agreement as a result of which they may be deemed to be a controlling group with respect to FMR under the Investment Company Act of 1940. Fidelity Management & Research Company (“Fidelity”), a wholly owned subsidiary of FMR and a registered investment adviser as defined in applicable SEC rules, is the beneficial owner of 1,581,574 shares or 9.5% of our outstanding common stock as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940. Clients of FMR have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from, the sale of the stock, but none of such clients is known to have a beneficial ownership interest in more than 5% of our common stock. FMR has sole dispositive power with respect to all 1,660,664 shares listed in the table. Voting power over the 1,581,574 shares owned by the Fidelity Funds resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees. FMR has sole voting power as to the remaining 79,090 shares.

3

Based solely on a Schedule 13G/A as of December 31, 2006 filed with the SEC on February 14, 2007 by Baron Capital Group, Inc. (“Baron Capital”), BAMCO, Inc., Baron Growth Fund and Ronald Baron. Baron Capital is the parent holding company of BAMCO, Inc. which is a registered investment adviser as defined in applicable SEC rules. Ronald Baron owns a controlling interest of Baron Capital. Baron Growth Fund is an advisory client of BAMCO, Inc. Advisory clients of BAMCO, Inc. have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from, the sale of the stock, but none of such clients is known to have a beneficial ownership interest in more than 5% of our common stock. Baron Capital has shared voting and dispositive power as to all 1,118,300 shares of common stock. BAMCO, Inc. has shared voting power as to 958,900 shares and shared dispositive power as to all 1,148,900 shares of common stock. Baron Growth Fund has shared voting and dispositive power as to all 850,000 shares of common stock. Ronald Baron has shared voting power as to 1,118,300 shares and shared dispositive power as to all 1,330,300 shares of common stock.

4

Based solely on a Schedule 13F for the quarter ended September 30, 2006, filed with the SEC on January 3, 2007 by Kinetics Asset Management, Inc. (“ Kinetics”), a registered institutional investment manager. Kinetics has sole voting and sole dispositive power with respect to all shares reported.

 

3


Since shareholders do not have cumulative voting rights in the election of directors, a plurality of the votes cast is required for the election of directors. In the event that any of the nominees should be unable to serve as a director, it is intended that the Proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the Board of Directors. Management has no reason to believe that any nominee will become unavailable.

The following table sets forth certain information with respect to (i) each of the persons to be nominated by the Board of Directors for election as directors, (ii) each of the Company’s directors and executive officers, and (iii) the directors and executive officers of the Company as a group:

 

Name, Address and

Offices Held with Company5

  

Principal Occupation for the Past Five Years

  

Age

  

Term

to Expire/

Director
Since

   

Common Stock

Beneficially Owned on

March 26, 2007

 
          

Number of

Shares6

   

Vested

Option

Shares7

  

Percentage

of Shares

Outstanding8

 

Peter Y. S. Kim

Chairman of the Board

  

President and Chairman,

Harbor Express, Inc.,

Gold Point Transportation, Inc.,

Bridge Warehouse, Inc. (Trucking);

President, 3Plus Logistics

   58    2008/
2000
(1998)
 
 
9
  570,724 10   —      3.40 %

David Z. Hong

Director

  

Retired (formerly accountant,

David Hong Accounting Service)

   77    2009/
2000
(1985)
 
 
9
  811,262 11   —      4.90 %

Jin Chul Jhung

Director

  

President and Chairman,

Royal Imex, Inc.

(Importing and Wholesale)

   63    2008/
2000
(1998)
 
 
9
  219,234 12   —      1.30 %

Chang Hwi Kim

Director

  

President, Maxion Inc.

(Home Entertainment)

   64    2009/
2000
(1989)
 
 
9
  714,724 13   —      4.30 %

5

All offices held apply to both Center Financial Corporation and Center Bank unless otherwise indicated. The business address of each of the directors and executive officers is 3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010.

6

Except as otherwise noted, may include shares held by such person's spouse (except where legally separated) and minor children, and by any other relative of such person who has the same home; shares held in "street name" for the benefit of such person; shares held by a family trust as to which such person is a trustee and primary beneficiary with sole voting and investment power (or shared power with a spouse); or shares held in an Individual Retirement Account or pension plan as to which such person (and/or such person's spouse) is the sole beneficiary and has pass-through voting rights and investment power.

7

Consists of option shares which are vested or will vest within 60 days of March 26, 2007 pursuant to the Company’s 2006 Stock Incentive Plan. (See “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Outstanding Equity Awards at Fiscal Year End.”)

8

This percentage is based on the total number of shares of the Company’s common stock outstanding, plus the number of option shares for the applicable individual or group which are vested or will vest within 60 days of March 26, 2007 pursuant to the Company’s 1996 Stock Option Plan. (See “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Outstanding Equity Awards at Fiscal Year End.”)

9

Year first elected or appointed a director of Center Bank.

10

All of these shares are pledged.

11

Consists of 618,282 shares held personally by Mr. Hong, all of which are pledged; and 192,980 shares held by two charitable remainder trusts of which Mr. Hong is a trustee and beneficiary, and in which Mr. Hong has proportional pecuniary interests of approximately 71% and disclaims beneficial ownership of the remaining 29%. Mr. Hong has sole voting and investment power as to all 192,980 shares held by these trusts.

12

Includes 30,740 shares held by Royal Imex, Inc., of which Mr. Jhung is President, Chairman and sole shareholder, as to which shares Mr. Jhung has sole voting and investment power.

13

Includes 18,364 shares owned by Chang Hwi Kim's adult children, as to which shares Mr. Kim has sole voting and investment power pursuant to an agreement with the record owners of the shares.

(Table and footnotes continued on following page.)

 

4


Name, Address and

Offices Held with Company5

  

Principal Occupation

for the Past Five Years

   Age   

Term

to Expire/

Director

Since

   

Common Stock

Beneficially Owned on

March 26, 2007

 
          

Number

of Shares6

   

Vested

Option

Shares7

  

Percentage

of Shares

Outstanding8

 

Sang Hoon Kim

Director

  

Retired Chairman and

Chief Executive Officer, Tmecca.com14

   66    2009/
2000
(1985)
 
 
9
  1,017,478 15   —      6.10 %

Chung Hyun Lee

Director

  

President, NuArt

International, Inc.

(Cosmetics Importing)

   65    2008/
2000
(1985)
 
 
9
  593,886 10   —      3.60 %

Jae Whan Yoo

President, Chief Executive

Officer and Director

  

President and

Chief Executive Officer,

Center Bank and

Center Financial Corporation16

   57    2009/
2007
(2007)
 
 
9
  1,600     —      0.01 %

James Hong

Executive Vice President

and Chief Operating Officer,

Center Bank

  

Executive Vice President

and Chief Operating Officer,

Center Bank17

   52    n/a     12,640     11,320    0.10 %

Lisa Kim Pai

Executive Vice President,

General Counsel, Corporate

Secretary and Chief Risk Officer

  

Executive Vice President

and General Counsel,

Center Bank and

Center Financial Corporation18

   47    n/a     —       —      n/a  

Lonny D. Robinson

Executive Vice President

and Chief Financial Officer

  

Executive Vice President

and Chief Financial Officer,

Center Financial Corporation19

   49    n/a     —       —      n/a  

Directors and Executive

Officers as a Group (10 persons)

           6,608,662     11,320    39.76 %

(Certain footnotes appear on previous page.)

 

14

Sang Hoon Kim served as Chairman and Chief Executive Officer of Tmecca.com, an on-line provider of professional books and magazines, from 2001 until he retired from this position in April 2006.

15

Includes 57,546 shares held by Saymee K, Inc., of which Sang Hoon Kim’s adult son is President and a majority shareholder; 542,836 shares owned by Mr. Kim’s adult children, of which 271,418 are pledged; and 7,812 shares held by other relatives of Mr. Kim, as to all of which shares Mr. Kim has sole voting and no investment power pursuant to agreements with the record owners of the shares. Also includes 200,250 shares held by Mr. Kim’s wife as separate property, as to which shares Mr. Kim has shared voting and investment power. Mr. Kim also owns 201,732 shares directly, 180,049 of which are pledged.

16

Prior to assuming these positions in January 2007, Mr. Yoo served as President, Chief Executive Officer and director of Hanmi Financial Corporation (“Hanmi Financial”) and Hanmi Bank in Los Angeles from July 2003 to December 2004; and in various roles of increasing responsibilities, most recently Executive Vice President, of Korea Citibank (formerly KorAm Bank) in Seoul, South Korea from 1991 to June 2003.

17

James Hong was appointed Executive Vice President and Chief Operating Officer on April 12, 2007. Previously, he served as Executive Vice President and Chief Credit Officer of Center Bank since June 2004, and as Senior Vice President and Chief Lending Officer of Center Bank from March 2002 to June 2004.

18

Prior to assuming these positions in February 2007, Ms. Kim served in private legal practice with Kim Pai & Associates in Pasadena, California since November 2006; as acting General Counsel And Corporate Secretary of Nara Bancorp in Los Angeles from June 2005 to October 2006; in private practice with The Law Offices of Lisa Pai in Los Angeles, California from February 2005 until May 2005; as Senior Vice President, General Counsel And Corporate Secretary of Hanmi Bank and Hanmi Financial in Los Angeles from its acquisition of Pacific Union Bank in May 2004 until January 2005; and in various positions with Pacific Union Bank in Los Angeles from 1994 until its sale to Hanmi Financial in 2004, most recently as Senior Vice President, General Counsel and Corporate Secretary since 2000.

19

Mr. Robinson was appointed to these positions on April 9, 2007. Previously, he served as our Interim Chief Financial Officer since February 12, 2007; as project specialist for the Louisville, Kentucky office of Resources Global Professionals (a multi-national professional service firm), where he provided consulting services to financial institutions (including the Company from January through April 2006) from July 2004 to February 2007; as Chief Administrative Officer of Lightyear Communications in Louisville from January to May 2004; as President of First Bank, also in Louisville, from July 2002 to December 2003; and as President and principal of Alpine Natural Springs in New Waterford, Ohio from 2001 to March 2002.

 

5


CORPORATE GOVERNANCE

General

The Board of Directors believes that it is important to encourage the highest level of corporate ethics and responsibility and has fully implemented the corporate governance requirements of Nasdaq and the Securities and Exchange Commission (the “SEC”).

Code of Ethics

We have adopted a Code of Ethics which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics requires that our directors, officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interests. Under the terms of the Code of Ethics, directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics may be found on our web site, “www.centerbank.com” under the topic “Governance.” We intend to post notice of any waiver from, or amendment to, any provision of our Code of Ethics on this web site.

Procedures for Reporting Concerns about Accounting, Internal Accounting Controls or Auditing Matters

As a mechanism to encourage compliance with the Code of Ethics, we have established procedures for (i) receiving, retaining and addressing complaints received regarding accounting, internal accounting controls or auditing matters; (ii) allowing employees to anonymously report any problems they may detect with respect to such matters; and (iii) reporting any suspected violations of the Code or of law. The Code of Ethics also prohibits the Company from retaliating against any director, officer or employee who makes a good faith report of a suspected violation of the Code or of law (even if the report is mistaken), or against anyone who assists in the investigation of a reported violation.

Director Independence

The overwhelming majority of the members of our Board of Directors have historically been independent, and our Audit, Compensation and Corporate Governance and Nomination Committees are comprised solely of independent directors in accordance with applicable SEC and Nasdaq requirements. The Board has determined that all of its directors, other than the President and Chief Executive Officer, are “independent” as that term is defined by Nasdaq rules.

Director Attendance

Board and Committee Meeting Attendance. During the fiscal year ended December 31, 2006, the Board of Directors of the Company held a total of six meetings. Each incumbent director of the Company who served as a director during 2006 attended at least 75% of the aggregate of (1) the total number of such Board meetings and (2) the total number of meetings held by all committees of the Board on which such director served during 2006.

Director Attendance at Annual Meetings of Shareholders. The Board believes it is important for all directors to attend the annual meeting of shareholders in order to show their support for the Company and to provide an opportunity for shareholders to communicate any concerns to them. Our policy is that all directors are expected to attend each annual meeting of shareholders unless personal or family illness or other compelling personal or business circumstances prevent attendance. All of our directors attended our annual meeting of shareholders in 2006.

 

6


Shareholder Communications with Board of Directors

Shareholders may communicate with the Board of Directors or with any individual director by mailing a communication to the Company’s principal executive offices addressed to the Board of Directors or to the individual director, to the attention of the Company’s Corporate Secretary. The letter should indicate that the author is a shareholder, and whether he or she owns his or her shares in street name. Depending on the subject matter, management of the Company will: (i) forward the communication to the director or directors to whom it is addressed; (ii) handle the inquiry directly or delegate it to appropriate employees, such as where the communication is a request for information, a stock related matter, or a matter related to ordinary course matters in the conduct of the Company’s business; or (iii) not forward the communication where it is primarily commercial or political in nature, or where it relates to an improper, frivolous or irrelevant topic. Communications which are not forwarded will be retained until the next Board meeting, where they will be made available to all directors.

Director Nomination Procedures, Qualifications and Related Matters

Procedure for Consideration of Director Nominees. As discussed below under “COMMITTEES OF THE BOARD,” the Board just recently appointed a Corporate Governance and Nomination Committee in March 2007. Nominations for directors have historically been made instead by the full Board, and the Board nominated the directors for the 2007 Annual Meeting. The Company does not pay fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. The Board does not yet have a separate charter concerning the director nomination process, but is in the process of adoption such a charter (see “COMMITTEES OF THE BOARD – Nomination and Governance Committee”). In selecting the nominees for the 2007 Annual Meeting, the Board followed the following policies and procedures concerning this process, which were previously adopted by Board resolution:

Prior to making any decisions concerning the nomination of directors for each year’s annual meeting, the Board shall (i) evaluate the performance, attendance records of, and any loans or other transactions between the Company or the Bank and each of the current Board members proposed for reelection, and on that basis consider the appropriateness of such members standing for reelection; (ii) review the composition and size of the Board in order to ensure that the Board is comprised of members reflecting the proper expertise, skills, attributes and personal and professional backgrounds for service as directors of the Company; (iii) consider the need to augment Board for any specific purpose; (iv) review and consider any additional requests from outside parties to serve as directors; (v) if a new nominee is needed, determine the specific skills and experience desired in a new director; and (vi) in such case, identify potential nominees who have such skills and experience, determine whether the potential nominees are shareholders of the Company, investigate the potential nominee’s background, develop personal knowledge about the candidate, develop a consensus of the directors with respect to which potential nominee would be best suited for the position, determine whether the candidate is interested, and vote on the nomination.

In identifying and evaluating potential nominees, the Board shall consider recommendations from directors, officers and employees of the Company and the Bank, as well as persons recommended by shareholders of the Company, and shall evaluate persons recommended by directors, officers or employees in the same manner as those recommended by shareholders in selecting Board nominees.

The Board has determined that to meet the Company’s minimum qualifications to serve as a director, an individual must: (i) be an individual of the highest ethical character and integrity; (ii) have substantial experience which is of particular relevance to the Company; (iii) have the ability and willingness to devote sufficient time to the affairs of the Company; (iv) have a meaningful financial stake in the Company so as to assure that every director’s interests are aligned with those of the shareholders; (v) be knowledgeable about the business activities and market areas in which the Company and its subsidiaries engage; (vi) have an excellent personal and professional reputation in and commitment to one or more communities in which the Company does business; (vii) have an inquiring mind, a willingness to ask hard questions, and the ability to work constructively with others; (viii) have no conflict of interest that would interfere with his or her performance as a director; and (ix) have the capacity and desire to represent the best interests of the shareholders as a whole and not primarily a specific interest group or constituency.

While not considered mandatory qualifications for serving as a director, the Board also feels it is desirable for directors to (i) serve or have served as chief executive officer or in another position of active leadership with a business or professional interest

 

7


located within the geographic area served by the Company and its subsidiaries; and (ii) live or work within 100 miles of an existing or proposed office of the Bank. In considering the desirability of any particular candidate as a potential director, the Board shall also consider the fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to the needs of the Company.

Consideration of Shareholder Recommendations. In considering any additional requests from outside parties to serve as directors, including parties recommended by shareholders, the Board shall follow the same principles outlined above, and shall request of any potential nominee such information as the Board deems necessary to evaluate that individual’s qualifications to serve as a director of the Company, including a completed Directors’ and Officers’ Questionnaire of the same type completed by each of the Company’s existing directors and executive officers each year in connection with the preparation of the Company’s proxy materials, in order to enable the Board to properly evaluate such person’s qualifications and to be aware of any information concerning such person which might require disclosure to shareholders pursuant to the SEC rules concerning proxy statements.

A shareholder wishing to submit recommendations for director candidates for election at an annual meeting of shareholders must do so in writing by December 15 of the previous calendar year, and must include the following in the written recommendation: (i) a statement that the writer is a shareholder and is proposing a candidate for consideration; (ii) the name and contact information for the candidate; (iii) a statement of the candidate’s business and educational experience; (iv) information regarding the candidate’s qualifications to be director; (v) the number of shares of the Company’s stock owned either beneficially or of record by the candidate and the length of time such shares have been so owned; (vi) the written consent of the candidate to serve as a director if nominated and elected; (vii) information regarding any relationship or understanding between the proposing shareholder and the candidate; (viii) a statement that the proposed candidate has agreed to furnish to the Company all information (including the completion of a Directors’ and Officers’ Questionnaire as described above) as the Company deems necessary to evaluate such candidate’s qualifications to serve as a director; and (ix) as to the shareholder giving the notice (a) the name and address of the shareholder and (b) the number of shares of the Company’s stock which are owned beneficially or of record by the shareholder.

Nominations by Shareholders. The procedures for nominating directors (as opposed to making recommendations pursuant to the above procedure), other than by the Board of Directors itself, are set forth in our Bylaws, which provide in pertinent part as follows:

“Nominations for election of members of the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Notice of intention to make any nominations by a shareholder shall be made in writing and shall be delivered or mailed to and received by the Secretary of the Corporation not less than one hundred twenty (120) calendar days in advance of the date corresponding to that on which the Corporation’s proxy statement was released to the shareholders in connection with the previous year’s annual meeting of shareholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the shareholder must be received by the Secretary of the Corporation not later than the close of business on the later of (i) one hundred and twenty (120) days prior to such annual meeting; or (ii) seven (7) days after the date the notice of such meeting is sent to shareholders pursuant to Section 2.2(d) of these Bylaws…. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of voting stock of the Corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder and the beneficial owner, if any, on whose behalf the nomination is made; and (e) the number of shares of voting stock of the Corporation owned beneficially and of record by the notifying shareholder and such beneficial owner.”

As the above provision of the Bylaws was amended subsequent to the date of the Notice of Annual Meeting and Proxy Statement for the 2006 Annual Meeting, the time period for submitting notices of intention to make nominations for the 2007 Annual Meeting will be governed by the previous Bylaw provision, which required that such notices of intention be received no more than

 

8


60 days prior to any meeting of shareholders called for the election of directors, and no more than 10 days after the date the notice of such meeting is sent to shareholders. Accordingly, notifications concerning nominations for the 2007 Annual Meeting must be received no later than May 9, 2007. For our 2008 Annual Meeting of Shareholders, written notice of intention to make any nominations must be received no later than December 31, 2007.

COMMITTEES OF THE BOARD

Audit Committee

General. The Board of Directors has, among others, a standing Audit Committee, composed of directors David Z. Hong (Chairman), Jin Chul Jhung, Peter Y. S. Kim, and Chung Hyun Lee, each of whom is an independent director as defined by the rules of Nasdaq. No member of the Audit Committee, other than in his capacity as a member of the Board of Directors or the Audit Committee, may accept any consulting, advisory or other compensatory fee from the Company. Each Audit Committee member also meets Nasdaq’s financial knowledge requirements and has substantial experience as the chief executive officer or equivalent of his respective business or profession. One member of the audit committee has the requisite financial sophistication required for at least one member of the audit committee under the rules of Nasdaq. While the Board believes that each member of the Audit Committee is highly qualified to discharge his duties, the Board has not designated any particular member of the Audit Committee as an “audit committee financial expert” under the SEC’s rules.

During the fiscal year ended December 31, 2006, the Audit Committee held a total of thirteen meetings. The purpose of the Audit Committee is to monitor the quality and integrity of the Company’s accounting, auditing, internal control and financial reporting practices. The Committee selects the Company’s independent accountants, reviews the independence and performance of the independent accountants, and makes certain that the independent accountants have the necessary freedom and independence to freely examine all of the Company’s records. Further, the Audit Committee pre-approves all audit and permissible non-audit services to be performed by the independent accountants, with certain de minimis exceptions. Prior to the public release of annual and quarterly financial information, the Committee discusses with Management and the independent accountants the results of the independent accountants’ audit or limited review procedures associated with this information. The Committee oversees internal audit activities, including reviewing the internal audit plan, discussing various internal audit issues with Management, reviewing and concurring in the appointment or replacement of the director of the internal audits, and confirming and assuring the objectivity of internal audits. The Audit Committee also has ultimate responsibility for determining matters of interpretation with respect to the audit and accounting related portions of our Code of Ethics, and for making all final decisions concerning any disciplinary actions relating to those portions of the Code.

Audit Committee Charter. The Board of Directors has adopted an Audit Committee charter, which outlines the purpose of the Audit Committee, delineates the membership requirements and addresses the key responsibilities of the Committee. The charter may be found on our web site, “www.centerbank.com” under the topic “Governance.”

Audit Committee Report. Our Audit Committee has reviewed and discussed with management our audited consolidated financial statements as of and for the year ended December 31, 2006. The committee has discussed with our independent public accountants, which are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with generally accepted accounting principles, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, including their judgments as to the quality of our financial reporting. The committee has received from the independent public accountants written disclosures and a letter as required by the Independence Standards Board, Standard No. 1, as amended, and discussed with the independent public accountants the firm’s independence from management and the Company. In considering the independence of our independent public accountants, the committee took into consideration the amount and nature of the fees paid the firm for non-audit services, as described on page 21 below. The Audit Committee also reviewed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s report on management’s assessment and the effectiveness of the Company’s internal control over financial reporting.

 

9


In reliance on the review and discussions described above, the committee recommends to the Board of Directors that the year-end audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2006 for filing with the SEC.

 

  Submitted by:   
  David Z. Hong, Chairman   
  Jin Chul Jhung                    Chung Hyun Lee   
  Peter Y. S. Kim   

Nomination and Governance Committee

General. Prior to March 2007, the Board did not have a standing nominating committee, as the Board of Directors is composed almost entirely of independent directors, and is sufficiently small as to make action by committee unnecessary for purposes of managing nominations. It was the policy of the Board of Directors that all members of the Board of Directors participate in the nomination of directors, in order that the broadest viewpoints and perspectives may be brought into the evaluation of sitting directors, the decision whether to invite new directors, and the evaluation of potential candidates for nomination as director. The specific procedures and criteria which the Board followed and considered in making its decisions concerning nominations for directors for the 2007 Annual Meeting are described above under “CORPORATE GOVERNANCE – Director Nomination Procedures, Qualifications and Related Matters.”

In March 2007, the Board conducted an overall review of the Company’s corporate governance practices and procedures, and determined that it will be preferable for the Board to have a separate, independent nominating committee to be in charge of the nomination process on a going forward basis. On March 28, 2007, the Board appointed a Nomination and Governance Committee consisting of all of the Company’s non-employee directors. All of the members of the Corporate Governance Committee are “independent” directors under the Nasdaq rules. As nominations for the 2007 Annual Meeting had already been made by the Board prior to March 28, the Nomination and Governance Committee did not participate in the nomination process for this year’s annual meeting.

Nominating Committee Charter. The Board of Directors will soon be adopting a Nomination and Governance Committee charter, which will outline the purpose of the Nomination and Governance Committee, delineate the membership requirements and addresses the key responsibilities of the Committee. As soon as the charter is finalized and adopted by the Board, it will be posted on our web site, “www.centerbank.com” under the topic “Governance.”

Compensation Committee

The Board also has a standing Personnel and Compensation Committee (the “Compensation Committee”), of which directors Chang Hwi Kim (Chairman), David Z. Hong, Jin Chul Jhung, Peter Y. S. Kim, Sang Hoon Kim, and Chung Hyun Lee are members. The Compensation Committee met five times during 2006. In accordance with the requirements of Nasdaq, all of the members of the Compensation Committee are “independent” directors under the Nasdaq rules. The primary functions of this committee are to (i) determine the compensation of the Company’s Chief Executive Officer (“CEO”) and “senior officers” (i.e., executive officers and other officers with the title of Executive Vice President or above); (ii) review and approve the selection, retention and/or termination of any such officers; (iii) consider and make recommendations to the Board of Directors concerning the Company’s incentive compensation plans and equity-based plans in which directors and senior officers may be participants; (iv) to the extent authorized by the Board, administer and implement such plans, including, but not limited to approving stock option grants to the Company’s Named Executive Officers; (v) evaluate the performance of the Company’s CEO in light of the goals and objectives of the Company’s executive compensation plans and the CEO’s individual performance goals, and set his compensation levels based on his employment contract, and market peer banks’ CEO’s compensation, when the CEO’s contract is renewed; (vi) annually approve the compensation arrangements for all senior officers and bonuses for all employees; (vii) assess the desirability of, and make recommendations to the Board with respect to, any proposed new incentive-compensation plans and equity-based plans and changes to existing plans; (viii) review and make recommendations to the Board concerning any employment agreements, salary continuation agreements or other contractual arrangements with any officers; (ix) produce an annual report on executive compensation, and review and approve

 

10


the Compensation Discussion and Analysis appearing in the Proxy Statement; (x) have the ultimate responsibility for determining matters of interpretation with respect to the non-audit and accounting related portions of our Code of Ethics, and for making all final decisions concerning any disciplinary actions relating to those portions of the Code; and (xi) review and make recommendations to the Board concerning personnel policies and any similar documents relating to personnel matters which require Board approval.

Compensation Committee Charter. The Board of Directors has adopted a Compensation Committee charter, which outlines the purpose of the Compensation Committee, delineates the membership requirements and addresses the key responsibilities of the Committee. The charter may be found on our web site, “www.centerbank. com” under the topic “Governance.”

Compensation Committee Interlocks and Insider Participation in Compensation Decisions. The persons named above were the only persons who served on the Compensation Committee during the fiscal year ended December 31, 2006. None of these individuals has ever been an officer or employee of Center Financial Corporation or any of its subsidiaries. None of our executive officers serves as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee.

Compensation Committee Report. In performing its oversight role, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the Securities and Exchange Commission.

Submitted by the Compensation Committee of the Board of Directors.

 

  Chang Hwi Kim, Chairman   
  David Z. Hong                    Peter Y. S. Kim   
  Jin Chul Jhung                    Sang Hoon Kim   
  Chung Hyun Lee   

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during and with respect to its 2006 fiscal year, no director, executive officer or beneficial owner of 10% or more of the Company’s common stock failed to file, on a timely basis, reports required during or with respect to this period by Section 16(a) of the Securities Exchange Act of 1934, as amended, except for Sang Hoon Kim, who inadvertently failed to timely file a report on Form 4 with respect to one purchase; David Z. Hong, who inadvertently failed to timely file two reports on Form 4, each with respect to a sale; and former Chief Financial Officer Patrick Hartman, who inadvertently failed to timely file one report on Form 4 with respect to the grant of a stock option.

COMPENSATION DISCUSSION AND ANALYSIS

General

This section addresses the Company’s compensation programs, philosophy and objectives, including the process for making compensation decisions, the role of management in the design of such program, and the Company’s 2006 executive compensation components. The discussion is intended to address the factors most relevant to understanding what our compensation programs are designed to reward, including the essential elements of compensation, why we choose to pay each element of compensation, how we determine the amount of each compensation element, and how each compensation element fits into our overall compensation objectives and affects decisions regarding other compensation elements.

 

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Compensation Philosophy

Center Financial’s executive compensation programs, including those for its banking subsidiary, Center Bank, are designed to attract and retain high quality executive officers that are critical to its long-term success. Center Financial’s Board and management believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and to align the executives’ interests with those of the shareholders by rewarding performance based on the above established goals, with the ultimate goal of improving shareholder value.

Base compensation levels for executive officers are established based on the officer’s roles and responsibilities, compensation of executives who perform similar duties, and prior year compensation. Bonus and equity compensation are based on both corporate and individual performance objectives, which include asset and revenue growth, asset quality, identification of strategic opportunities, and core earnings performance.

Process for Making Compensation Decisions

Role of the Executive Officers. Shortly after the end of each calendar year, the Chief Executive Officer (the “CEO”), assisted by the Director of Human Resources, conducts an annual performance evaluation process for each of the Named Executive Officers, other than himself. As part of each annual performance evaluation, he considers, among other key factors, (i) financial performance, (ii) the executives’ contribution to meeting the Company’s overall goals, (iii) the executives’ performance of job responsibilities and achievement of individual and/or departmental objectives, (iv) management and leadership skills, including effective communication, problem solving, business development and community involvement.

Based on this evaluation, the CEO determines recommendations for each such officer for salary adjustments, including merit increases, and annual incentive award amounts, and submits such recommendations to the Compensation Committee for its approval. The majority of each Named Executive Officer’s incentive payment is determined by the Company’s financial performance relative to that year’s pre-tax earnings goal. The Compensation Committee reviews the CEO’s recommendations and can modify a recommended amount in its discretion. Recommendations by the CEO for the grant of stock or option awards to Named Executive Officers under the Company’s equity compensation plan are also submitted to the Compensation Committee for approval at this time to assure the committee considers the other elements of proposed compensation at the same time.

Role of the Compensation Committee. The Compensation Committee has responsibility for establishing, implementing and continually monitoring adherence with Center Financial’s compensation philosophy. The Compensation Committee ensures that the total compensation paid to senior management is fair, reasonable and competitive (generally, the types of compensation and benefits provided to the Named Executive Officers are similar to those of other executive officers). In this regard, the Board of Directors has established a policy that no Compensation Committee members should have any material business relationships with Center Financial. The Compensation Committee is also responsible for (i) reviewing and approving of corporate goals and objectives relevant to the compensation of our CEO, (ii) evaluating the CEO’s performance in light of these goals and objectives, and (iii) determining and approving the CEO’s compensation levels based on this evaluation. Additionally, the Compensation Committee reviews compensation levels for members of Center Financial’s executive management group including the approval of the CEO’s recommendations on annual bonuses and salary increases for Named Executive Officers.

The Compensation Committee also periodically reviews the compensation levels of the Board of Directors. In its review, the Compensation Committee looks to ensure that the compensation is fair and reasonably commensurate to the amount of work required both from the individual directors and from the Board in the aggregate.

To achieve these goals and objectives, the Compensation Committee seeks to maintain an executive compensation program that is set at competitive levels relative to comparable public financial services institutions with comparable performance. The Compensation Committee determines base compensation, targeted bonuses and targeted equity-based compensation for all Named Executive Officers.

 

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Objectives of Our Compensation Strategy

The Compensation Committee has followed certain fundamental objectives to ensure the effectiveness of Center Financial’s compensation strategy. These objectives include the following:

Internal and External Fairness. The Compensation Committee recognizes the importance of perceived fairness of compensation practices both internally and externally. The Compensation Committee has evaluated the overall economic impact of Center Financial’s compensation practices and, when and if the Committee deems necessary, will consult with independent outside consultants in the evaluation of contractual obligations and compensation levels.

Performance-Based Incentives. The Compensation Committee believes that the establishment of financial incentives for senior management who meet certain objectives is critical to providing proper motivation to senior management, and thereby assisting Center Financial in meeting its long-term growth and financial goals.

Shareholder Value and Long-Term Incentives. The Compensation Committee believes that the long-term success of Center Financial and its ability to consistently increase shareholder value is dependent on its ability to attract and retain skilled executives. Center Financial’s compensation strategy engages equity-based compensation to align the interests of management with those of our shareholders.

Full Disclosure. The Compensation Committee seeks to provide full disclosure to the independent members of the Board of Directors regarding compensation practices and issues, to ensure that all directors understand the implications of the Committee’s decisions. The Compensation Committee has reviewed the compensation practices of peers and considered management’s individual efforts and contributions to the Company’s performance, and has also reviewed various subjective measures in determining the adequacy and appropriateness of the executive compensation. The Compensation Committee takes into account the performance of the executives as well as their longevity with Center Financial and recognizes that competition among financial institutions for attracting and retaining senior management executives has become more intense in the past few years. The Compensation Committee takes such market considerations into account to ensure that Center Financial is providing appropriate long-term incentives to enable it to continue to attract new senior management executives and to retain the ones it already employs. The Committee also considers general economic conditions and the Company’s past practices in making its compensation decisions.

Measures of Achieving Performance Objectives

The Compensation Committee has established various processes to assist it in ensuring that Center Financial’s compensation program is achieving its objectives. Among these are:

Assessment of Company Performance. The Committee uses Company performance measures in two ways. In establishing total compensation ranges, the Committee considers various measures of Company and industry performance, including asset growth, earnings per share, return on assets, return on equity, total shareholder return and the effective execution of Center Financial’s growth strategy. The Committee does not apply a specific formula or assign these performance measures designated relative weights. Instead, it makes a subjective determination after considering such measures collectively.

Assessment of Individual Performance. Individual performance has a strong impact on the compensation of all employees, including the CEO and the other Named Executive Officers. The CEO’s compensation is governed by his employment contract, which is described below. For the other Named Executive Officers, the Committee receives a performance assessment and compensation recommendation from the CEO and also exercises its judgment based on the Board’s interactions with the officer. As with the CEO, the performance evaluation of these executives is based on their contributions to the Company’s performance, and other leadership accomplishments.

 

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Total Compensation Review. The Committee reviews each executive’s base pay, bonus and equity incentives annually. In addition to these primary compensation elements, the Committee reviews the perquisites and other compensation and payments that would be required under various severance and change-in-control scenarios. Following the 2006 review, the Committee determined that these elements of compensation were reasonable in the aggregate.

Executive Compensation Components

For the fiscal year ended December 31, 2006, the principal components of compensation for Named Executive Officers were (i) base salary; (ii) performance-based bonuses; (iii) equity incentives; (iv) retirement and other benefits; and (v) perquisites and other personal benefits. Of the three Named Executive Officers who served during 2006, only the CEO had a written employment agreement that governed the terms of his compensation. His employment agreement provided for certain retirement benefits and potential payments upon termination of employment for a variety of reasons, including a change in control of the Company. Jae Whan Yoo, our current CEO who took office in January of 2007, has similar provisions in his employment contract. Both of these employment agreements are described below under “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Potential Payments Upon Termination or Change in Control – Employment and Resignation Agreements.” Our policies and practices for each of the principal compensation components are explained in the following paragraphs.

Base Salaries. Base salaries for our Named Executive Officers other than the CEO are dependent on the scope of their responsibilities, taking into account competitive market compensation paid by similar companies for comparable positions. Generally, we believe that executive base salaries should be targeted near the median range for executives in similar positions with similar responsibilities at comparable companies. Our Compensation Committee considers and approves our CEO’s recommendations (after any modifications) concerning base salaries for these other Named Executive Officers, including merit increases. As part of this process, the Committee considers relevant market practices by reviewing the data on peer companies of similar size, growth potential and market area. Base salary adjustments are effective beginning January 1st of each calendar year. Base salaries, including merit increases, for the Named Executive Officers other than the CEO in 2006 were primarily based on our financial and overall performance in 2005, performance of the executive and the executive’s department(s) or division(s), and base salary levels at comparable peer financial institutions. Merit increases in base pay are designed to reward our Named Executive Officers for their job performance and to manage pay growth consistent with our stated compensation objectives.

The base salaries for our current and former CEOs are set forth in their respective employment agreements (see “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Employment and Resignation Agreements”). In determining the base salary of our current CEO when negotiating the terms of his employment agreement, the Committee reviewed the levels of such salaries at comparable financial institutions, and retained the services of Chrisman & Company, Inc. (“Chrisman”), an executive search firm, to assist in the search process and provide information on appropriate compensation levels based on surveys of comparable financial institutions and other relevant information available to Chrisman.

Performance-Based Bonuses. The Compensation Committee awards annual incentive bonuses after reviewing the Company’s performance for the past year. The annual bonus is intended to reward named executives for the favorable performance. The Compensation Committee takes into consideration the CEO’s recommendations, as well as corporate and individual performance objectives, which include asset and revenue growth, asset quality, identification of strategic opportunities, and core earnings performance. The Committee also considers subjective factors such as the safety and soundness of the organization, including credit quality, capital management, personnel management and regulatory compliance. The combined salaries and bonuses for the Named Executive Officers are targeted to be near the median range for executives in comparable positions at peer institutions. The bonus policy seeks to align the interests of the executives with those of the shareholders by setting appropriate performance targets that enhance the Company’s value.

 

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Equity Incentives

The Compensation Committee is responsible for granting equity compensation awards under our stock incentive plan, and grants such awards to further each of our stated compensation program objectives. In 2006, we did not grant any stock options to our Named Executive Officers, as our CEO and Chief Financial Officer had each received substantial options in prior years which had not yet fully vested. Our former CEO received an option covering 150,000 shares of authorized but unissued common stock when his employment agreement was renewed in March 2004, which option vested over a period of three years beginning on March 30, 2005. Our former Chief Financial Officer received an option in May 2005 (shortly after his initial appointment) covering 20,000 shares of our authorized but unissued common stock, which vested equally over a period of five years beginning in May 2006. Our Chief Credit Officer, James Hong, received an option in May 2005 covering 5,000 shares with a five year vesting schedule, and also has previous options outstanding from prior years. Information concerning outstanding options to all of these individuals is contained below under “EXECUTIVE DIRECTOR AND OFFICER COMPENSATION – Outstanding Equity Awards at Fiscal Year-End.”

Consistent with our general philosophy of granting substantial options upon the initial appointment of our Named Executive Officers, our current CEO and our current Executive Vice President and General Counsel were each granted stock options in February 2007, on or shortly after their appointments, to purchase 100,000 and 50,000 shares, respectively, of our authorized but unissued common stock. The CEO’s option vests over a period of three years beginning in February 2008, and our General Counsel’s option vests equally over a period of five years beginning in February 2008.

We also grant additional options from time to our other officers and employees, and the option grants are timed to follow the release of earnings to our shareholders. The exercise price per share is equal to 100% of the market price per share on the date of grant, as determined by the closing price of the Company’s stock quoted that day on the Nasdaq stock market. The specific terms of each stock option are determined at the discretion of the Board of Directors or the Compensation Committee, subject to specific limitations and requirements set forth in the stock incentive plan.

Stock options provide grantees the opportunity to buy shares of our common stock at a certain exercise price during a ten-year term, subject to a specified vesting schedule. This enables the grantee to benefit from expected appreciation in the value of the Company’s stock if its future performance remains strong. Holders of options have no rights as shareholders unless and until they exercise their options.

Perquisites and Other Personal Benefits

Consistent with the Company’s compensation objectives, the Named Executive Officers are provided perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall compensation program and which keep us competitive in the marketplace. The Committee periodically reviews the level of perquisites and other personal benefits provided to the Named Executive Officers for suitability with our program objectives. The perquisites provided to our current and former CEOs are described below under “EXECUTIVE OFFICER AND DIRECTOR COMPENSATION – Employment and Resignation Agreements.” Other Named Executive Officers also received automobile allowances, medical benefits and reimbursement for business expenses, but no such perquisites are described in the Summary Compensation Table below as no Named Executive Officer received reportable benefits in 2006 totaling $10,000 or more. The health and insurance plans the Company provided to the Named Executive Officers, and 401(k) matching employer contributions are consistent with those provided to all employees.

Conclusion

The Compensation Committee intends to continue to link executive compensation to corporate performance and shareholder return. We believe our executive compensation policies and programs serve the best interests of our Company and our shareholders. The various pay vehicles offered are balanced to compensate our executives for current performance and provide motivation for them to contribute to our overall future success, thereby enhancing the Company’s value for the benefit of all our shareholders.

 

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Executive Compensation Information

The following table sets forth certain summary compensation information with respect to our former Chief Executive Officer, our former Chief Financial Officer, and our only other executive officer who served during 2006 whose total compensation for the fiscal year ended December 31, 2006, exceeded $100,000 (the “Named Executive Officers”):

Summary Compensation Table

 

Name and Principal Position

   Year    Salary20    Bonus    Non-Equity
Incentive Plan
Compensation21
   Option
Awards22
   All Other
Compensation23
   Total

Seon Hong Kim

Former President and

Chief Executive Officer24

   2006    $ 295,093      —      $ 218,171    $ 165,856    $ 10,273    $ 689,393

James Hong

Senior Vice President

and Chief Lending Officer

   2006      143,033    $ 75,933      —        32,142      5,704      256,812

Patrick Hartman

Former Executive Vice President

and Chief Financial Officer24

   2006      179,813      61,544      —        23,148      —        264,505

20

Includes portions of these individuals’ salaries which were deferred pursuant to the Company’s 401(k) Plan (the “401(k) Plan”). The 401(k) Plan permits all participants to contribute up to 15% of their annual compensation on a pre-tax basis (subject to a statutory maximum, which contributions vest immediately when made). The Company's policy is to match 75% of the employee's contribution up to 4% of his or her compensation, and 25% of the employee's contribution that exceeds 4% but is less than 8% of his or her compensation, which contributions become vested over a period of six years at the rate of 20% per year beginning at the end of the second year of completed employment.

21

The non-equity incentive plan compensation for Mr. Kim consisted of his incentive bonus which was based on the formula in his employment agreement (see “Potential Payments Upon Termination or Change in Control – Employment and Resignation Agreements”). Mr. Kim elected to defer this entire amount pursuant to the Company’s Executive Deferred Compensation Plan (see “Deferred Compensation”).

22

Represents amounts expensed under FAS 123R for the fiscal year related to the current year vesting of options for each Named Executive Officer that were granted in prior years. No options were granted to the Named Executive Officers in 2006. The assumptions used in valuing these stock and option awards are detailed in Note 14 to the financial statements contained in our Annual Report to Shareholders for 2006.

23

Perquisites and other personal benefits provided to each of the Named Executive Officers in 2006 were less than $10,000. The figures in the “All Other Compensation” column consist entirely of employer contributions to these individuals’ accounts pursuant to the 401(k) Plan.

24

Messrs. Kim and Hartman resigned from these positions on January 17 and February 20, 2007, respectively.

 

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Grants of Plan-Based Awards

No stock options or other equity-based awards were granted to the Named Executive Officers during 2006. The following table furnishes information concerning performance-based awards under the incentive bonus provision of the former President and Chief Executive Officer’s employment agreement, which was the only non-equity incentive plan in effect for the Named Executive Officers during 2006:

Grants of Plan-Based Awards

 

    

Estimated Possible Payouts

Under Non-Equity Incentive Plan Awards25

Name

   Threshold    Target25    Maximum25

Seon Hong Kim

   $ 40,000    $ 218,171    $ 218,171

James Hong

     —        —        —  

Patrick Hartman

     —        —        —  

Outstanding Equity Awards at Fiscal Year-End

The following table provides information with respect to outstanding equity awards held by the Named Executive Officers at December 31, 2006:

Outstanding Equity Awards at Fiscal Year-End

 

Name

  

Number of Shares
Underlying
Unexercised
Options –

Exercisable

   Number of Shares
Underlying
Unexercised
Options –
Unexercisable
   Option
Exercise
Price
   Option
Expiration
Date

Seon Hong Kim

   —      50,000    $ 15.78    3/30/14

James Hong

   4,320
4,320
2,000
1,000
   2,160
2,160
3,000
4,000
    
 
 
 
5.01
5.93
13.42
21.06
   3/15/12
5/15/12
1/20/14
5/23/15

Patrick Hartman

   4,000    16,000      21.06    5/23/15

25

The non-equity incentive plan compensation for Mr. Kim consisted of his incentive bonus which was based on the formula in his employment agreement (see “Potential Payments Upon Termination or Change in Control – Employment and Resignation Agreements”). The award was earned in the year made, and the target and maximum amounts both correspond to the actual amount paid, which is included as “Non-Equity Plan Compensation” in the Summary Compensation Table above. This amount reflected the 75% of base salary cap specified in Mr. Kim’s employment agreement. Mr. Kim elected to defer this entire amount pursuant to the Company’s Executive Deferred Compensation Plan (see “Deferred Compensation”).

 

17


Option Exercises

The following table provides information regarding options exercised by the Named Executive Officers during 2006, and the value realized thereon. No information is provided concerning stock awards as the Named Executive Officers did not have any stock awards as of December 31, 2006.

Option Exercises in 2006

 

Name

  

Shares Acquired
on Exercise in

2006

  

Value Realized

on Exercise26

Seon Hong Kim

   100,000    $ 1,578,000

James Hong

        n/a

Patrick Hartman

        n/a

Deferred Compensation

In May 2004 the Board of Directors approved the Company’s Executive Deferred Compensation Plan, pursuant to which executive officers may elect to defer a portion of their annual compensation. The Deferred Compensation Plan is unfunded for tax purposes and for purposes of ERISA. The Named Executive Officers were all eligible to participate in the Executive Deferred Compensation Plan in 2006 but only Seon Hong Kim elected to participate. There are no employer contributions to the plan. The amounts to be deferred are selected initially by the participant and can generally be changed within 45 days before the beginning of the next plan year. Interest on the amounts deferred is credited monthly at the rate of 1% over the Wall Street Journal Prime Rate. The balance in the account is paid to the participant over a period of one year in twelve equal installments in the event of retirement, or in a lump sum within 30 days following earlier termination of employment, whether due to resignation, termination without cause, a change in control, or disability. During 2006, Mr. Kim elected to defer 100% of his bonus.

The following table sets forth information concerning the Executive Deferred Compensation Plan for the Named Executive Officers as of and for the fiscal year ended December 31, 2006:

Nonqualified Deferred Compensation

 

Name

   Executive
Contributions in
Last Fiscal Year
   Company
Contributions in
Last Fiscal Year
  

Aggregate
Earnings in

Last Fiscal Year

   Aggregate
Withdrawals/
Distributions
  

Aggregate
Balance at

Last Fiscal Year

Seon Hong Kim

   $ 218,171       $ 35,124       $ 470,952

James Hong

                    

Patrick Hartman

                    

Potential Payments Upon Termination or Change in Control

The following discussion summarizes the compensation and benefits payable to the Named Executive Officers in the event of a termination of employment under various circumstances, assuming that a termination of employment had occurred on December 31, 2006. The benefits which would be triggered in the event of a change in control consist of: (i) acceleration of unvested stock options; and (ii) for Mr. Yoo (who was not a Named Executive Officer in 2006 as his employment commenced in January 2007), severance payments under his


26

Represents the excess of the aggregate fair market value over the aggregate exercise price of the shares at the time of exercise.

 

18


employment agreement consisting of twelve months’ salary at the rate in effect as of the date of termination, plus a pro rata portion of his bonus for the partial year, if he were terminated or chose to voluntarily terminate his employment within one year following a change in control. If a change in control had occurred on December 31, 2006, the Named Executive Officers would have been entitled to exercise their unvested options with the following values as of that date: Mr. Kim: $406,996; Mr. Hong: $122,679; and Mr. Hartman: $45,760.

Employment and Resignation Agreements. Effective January 16, 2007, the Company and Center Bank entered into a three year employment agreement with Jae Whan Yoo, who began his service as President and Chief Executive officer on that day. The employment agreement specifies an annual base salary of $250,000 for the first year of the contract term, with annual increases thereafter based on increases in the applicable Consumer Price Index, not to exceed 7% per year. Mr. Yoo is also entitled to an incentive bonus equal to 4% of the amount of the Company’s pre-tax earnings for that year which exceed the Company’s pre-tax earnings for the previous year; provided, however, that in no event shall such bonus be less than $40,000 nor more than 75% of the amount of his annual base salary. Mr. Yoo also received stock options covering 100,000 shares of the Company’s authorized but unissued common stock, at the fair market value on the date of grant (February 14, 2007). The options are for a term of ten years and vest in installments of one-third per year commencing on the first anniversary of the date of grant. Mr. Yoo is also entitled to the use of a Company-owned automobile, medical and life insurance benefits, reimbursement for business expenses, and payment of country club membership expenses. In the event of termination without cause, Mr. Yoo will be entitled to receive his salary for the balance of term remaining under the agreement or twelve months, whichever is less, plus a pro rata portion of his bonus for the partial year. In the event of termination without cause or due to a change in control of Center Bank or the Company as defined in his employment agreement, if Mr. Yoo were terminated or voluntarily resigned within one year following the change in control, he would receive the same benefits as for termination without cause; provided, however, that the amount of any benefits to be paid under the agreement in the event of a change in control would be limited to the amounts allowed as deductible payments pursuant to Section 280G of the Internal Revenue Code.

The Company entered into an employment agreement with Seon Hong Kim effective September 1, 2004, which was terminated upon his resignation as President and Chief Executive Officer on January 17, 2007. His agreement provided for an annual base salary of $279,330 for the first year of the contract term, with annual increases thereafter based on increases in the applicable Consumer Price Index, not to exceed 7% per year. Mr. Kim was also entitled to an incentive bonus equal to 4% of the amount of the Company’s pre-tax earnings for that year which exceed 20% of the Company’s return on year-beginning capital; provided, however, that in no event was the bonus to be less than $40,000 nor more than 75% of the amount of Mr. Kim’s annual base salary. In the event of termination without cause or due to a merger or corporate reorganization where there is a change in more than 25% ownership of the Company’s stock (subject to certain exceptions), Mr. Kim was entitled to receive the balance of the salary due under the Agreement or twelve months’ severance pay, whichever was more. In the event of termination without cause or a change in control as of December 31, 2006, Mr. Kim would have been entitled to twelve months’ severance at the rate of $303,490 per year.

Mr. Kim resigned as President and Chief Executive Officer on January 17, 2007, and entered into a resignation agreement with the Company and Center Bank on that date outlining the terms of his resignation. Pursuant to that agreement, Mr. Kim received payments totaling $303,490, representing twelve months’ base salary at the rate in effect at the date of his resignation. Three and one-half months’ worth of such payments were made during normal payroll periods through March 30, 2007; and the remaining lump sum payment of $240,262.79 was made in April 2007. Mr. Kim also continued to receive his medical benefits through March 30, 2007, and may exercise the final installments of his outstanding stock options to purchase 50,000 shares of common stock, which vested on March 30, 2007, within 30 days of that date (see “Outstanding Equity Awards at Fiscal Year-End”). Also pursuant to the resignation agreement, Mr. Kim has been retained as a consultant at the rate of $1,000 per month from April 2, 2007 through January 15, 2008, to provide certain financial consulting services to the Company and assist as necessary with certain litigation matters. Mr. Kim is not permitted to work for competing financial institutions during the consulting period, and if he accepts a position with such a competitor, the consulting arrangement will terminate.

 

19


Compensation of Directors

The Chairman of the Board receives $5,100 per month, the chairmen of the various Board committees receive $4,500 per month, and the other non-employee directors receive $3,500 per month, for their membership on the Board and attendance at Board and committee meetings. Fees for the Chairman of the Board increased from $4,100 per month in July 2006, and the additional $1,000 per month for the other committee chairmen was also implemented in July 2006. In addition, the non-employee directors received annual bonuses of $10,500 and the Chairman of the Board received an annual bonus of $12,300 in 2006. The directors of the Bank also receive certain medical and dental benefits in excess of those provided to all employees of the Bank. Specifically, each director receives full medical and dental coverage (including dependent coverage) at no cost, compared to employees, who must pay between $50 and $160 per month depending on the type of coverage selected.

In May 2004, each of the non-employee directors became a participant in the Bank’s Director Survivor Income Plan, which provides for a payment to each director’s chosen beneficiary in the amount of $200,000. The Bank, in return, has purchased whole life insurance policies insuring the life of each director for amounts in excess benefits payable to such beneficiaries. The Bank is the beneficiary of each of the insurance policies.

None of the non-employee directors was granted or exercised any stock options during 2006, or held any outstanding stock options at December 31, 2006. Information concerning stock options exercised during 2006 and held at December 31, 2006 by Seon Hong Kim, who is also a Named Executive Officer, is set forth above under “Outstanding Equity Awards at Fiscal Year End” and “Option Exercises.”

The table below summarizes the compensation paid to non-employee directors for the year ended December 31, 2006. Compensation paid to Mr. Kim, the only director during 2006 who was also a Named Executive Officer, is set forth above in the various sections concerning compensation paid to the Named Executive Officers.

Director Summary Compensation Table

 

Name

  

Fees Earned

or Paid in Cash

   All Other
Compensation27
   Total

David Z. Hong

   $ 57,633    $ 13,058    $ 70,590

Jin Chul Jhung

     57,533      13,813      70,715

Chang Hwi Kim

     57,533      13,100      70,633

Peter Y. S. Kim

     65,993      19,142      85,135

Sang Hoon Kim

     61,033      13,081      74,114

Chung Hyun Lee

     57,533      13,172      70,705

RELATED PARTY TRANSACTIONS

Certain of the executive officers, directors and principal shareholders of the Company and the companies with which they are associated have been customers of, and have had banking transactions with Center Bank in the ordinary course of the Bank’s business since January 1, 2006, and the Bank expects to continue to have such banking transactions in the future. All loans and commitments to lend included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons of similar creditworthiness, and in the opinion of Management, did not involve more than the normal risk of repayment or present any other unfavorable features.


27

Consists entirely of premiums for medical and dental insurance.

 

20


PROPOSAL 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee has appointed Grant Thornton, LLP (“Grant Thornton”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2007. Grant Thornton audited the Company’s financial statements for the year ended December 31, 2006. Although not required to do so, the Board of Directors has chosen to submit this proposal to the vote of the shareholders in order to ratify the Audit Committee’s appointment. It is the intention of the persons named in the Proxy to vote such Proxy FOR the ratification of this appointment. If the Company’s shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain Grant Thornton, but may still retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Representatives of Grant Thornton are expected to be present at the Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Fees

The aggregate fees billed by Grant Thornton for the fiscal years ended December 31, 2006 and 2005 were as follows:

 

     2006    2005  

Audit fees

   $ 548,562    $ 244,371  

Audit related fees

     —        727,863 28

Tax fees

     39,528      —    

All other fees

     —        —    
               

Total

   $ 588,090    $ 972,234  

None of the fees paid to Grant Thornton during 2006 and 2005 were paid under the de minimis safe harbor exception from pre-approval requirements. The Audit Committee concluded that the provision of the non-audit services listed above was compatible with maintaining Grant Thornton’s independence.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

At a meeting on June 15, 2005, the Audit Committee dismissed Deloitte & Touche as the Company’s principal independent accountant. At the same meeting, the Audit Committee selected the accounting firm of Grant Thornton LLP as the independent accountant for the Company’s 2006 fiscal year.

Deloitte & Touche audited the consolidated financial statements of the Company for the years ended December 31, 2004 and 2003. Deloitte & Touche’s report on the Company’s financial statements for those two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that the report on the Company’s financial statements for the fiscal year ended December 31, 2004 also included a paragraph relating to the audit of the Company’s internal control over financial reporting, which contained an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of a material weakness which is described below.


28

Consisted of $286,643 for the SOX 404 audit plus $441,220 for fees relating to the restatement of the Company’s financial statements for the years ended December 31, 2002 through 2004 and the quarters ended March 31, and June 30, 2005.

 

21


During the subsequent interim period from January 1, 2005 through June 15, 2005, and for the fiscal years ended December 31, 2004 and 2003, there were no disagreements between Deloitte & Touche and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused it to make reference to the subject matter of the disagreements in connection with its reports; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except as set forth in the following paragraph.

In the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which the Company filed with the SEC on March 31, 2005, as amended by the Form 10-K/A filed on November 18, 2005, Management’s Report on the Internal Control over Financial Reporting stated, as of December 31, 2004, that the Company did not maintain effective internal control over financial reporting, due to an internal control deficiency that constituted a “material weakness,” as defined by the Public Company Accounting Oversight Board’s Accounting Standard No. 2. The weakness concerned the interpretation and implementation of various complex accounting principles, primarily in the area of non-routine business transactions, and resulted from the fact that the Company needed additional personnel, training and outside consulting expertise with respect to the application of some of these more complex accounting principles to its financial statements.

The Company also gave permission to Deloitte & Touche to respond fully to the inquiries of the successor auditor.

The Company requested that Deloitte & Touche review the disclosure in the Report on Form 8-K and amendments thereto filed with respect to the change in accountants (which disclosure was substantially identical to the disclosure contained herein), and Deloitte & Touche was given the opportunity to furnish the Company with a copy of its letter addressed to the SEC containing any new information, clarification of the Company’s expression of its views, or the respects in which it does not agree with the statements made by the Company herein. Such letters were filed as exhibits to the Form 8-K and second amendment thereto.

The Company engaged Grant Thornton as the Company’s independent registered public accounting firm as of June 15, 2005. Prior to that date, the Company did not consult with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered by Grant Thornton, or (iii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.

Board of Directors’ Recommendation and Required Vote

The proposal will be ratified if the votes cast favoring the appointment exceed the votes cast opposing it.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2.

PROPOSALS OF SHAREHOLDERS

Under certain circumstances, shareholders are entitled to present proposals at shareholder meetings. Any such proposal concerning the Company’s 2008 Annual Meeting of Shareholders must be submitted by a shareholder prior to December 31, 2007 in order to qualify for inclusion in the proxy statement relating to such meeting. The submission by a shareholder of a proposal does not guarantee that it will be included in the proxy statement. Shareholder proposals are subject to certain regulations and requirements under the federal securities laws.

The persons named as proxy holders for the 2008 Annual Meeting of Shareholders will have discretionary authority to vote on any shareholder proposal which is not included in the Company’s proxy materials for the Meeting, unless the Company receives notice of the proposal by March 13, 2008. If proper notice is received by that date, the proxy holders will not have discretionary voting authority except as provided in federal regulations governing shareholder proposals.

 

22


OTHER MATTERS

Management does not know of any matters to be presented to the Meeting other than those set forth above. However, if other matters properly come before the Meeting, it is the intention of the proxy holders to vote said Proxy in accordance with the recommendations of the Board of Directors, and authority to do so is included in the Proxy.

 

DATED: April 27, 2007  

CENTER FINANCIAL CORPORATION

 

LOGO

 

Jae Whan Yoo

President and Chief Executive Officer

A COPY OF THE COMPANY’S 2006 ANNUAL REPORT ON FORM 10-K INCLUDING FINANCIAL STATEMENTS (BUT WITHOUT EXHIBITS) FILED WITH THE SEC IS BEING SENT TO SHAREHOLDERS AS PART OF THE COMPANY’S ANNUAL REPORT TO SHAREHOLDERS TOGETHER WITH THIS PROXY STATEMENT. IF A SHAREHOLDER DESIRES COPIES OF THE EXHIBITS TO THE REPORT, THEY WILL BE PROVIDED UPON PAYMENT BY THE SHAREHOLDER OF THE COST OF FURNISHING THE EXHIBITS TOGETHER WITH A WRITTEN REQUEST TO LONNY D. ROBINSON, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, AT 3435 WILSHIRE BOULEVARD, SUITE 700, LOS ANGELES, CALIFORNIA 90010.

 

23


 

 

 

FOLD AND DETACH PROXY CARD HERE

 

       
(continued from other side)           
 
1.    Election of Directors. Authority to elect the following four Class I directors to serve until the 2009 annual meeting of shareholders and until their successors are elected and qualified: David Z. Hong, Chang Hwi Kim, Sang Hoon Kim and Jae Whan Yoo.      

3. 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 the Company or its Board of Directors at the Meeting.

                  LOGO
   ¨   

AUTHORITY GIVEN

To vote for all nominees (except as indicated to the contrary below)

   ¨   

AUTHORITY WITHHELD

To vote for all nominees.

     

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF “AUTHORITY GIVEN” FOR PROPOSAL 1 AND A VOTE “FOR” PROPOSAL 2. 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 “AUTHORITY GIVEN” FOR PROPOSAL 1 AND “FOR” PROPOSAL 2.

 

IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

 

PLEASE SIGN AND DATE BELOW.

 

     
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S), PLEASE
WRITE THE INDIVIDUAL’S OR INDIVIDUALS’
NAME(S) IN THE SPACE BELOW)

 

           
2.    Ratification of Appointment of Accountants. To approve a proposal to ratify the appointment of Grant Thornton, LLP as our independent registered public accounting firm for 2007, as described in the Company’s Proxy Statement dated April 27, 2007.            
   ¨    FOR            ¨    AGAINST            ¨    ABSTAIN   

I (We) do              do not              expect to attend the Meeting.

 

Number of persons:                     

 

Number of Shares:                     

 

Date:                                                               , 2007

 

__________________________________________

(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 titles. All joint owners should sign.)

 

     

 


 

 

 

    

 

 

 

REVOCABLE PROXY

 

CENTER FINANCIAL CORPORATION

 

ANNUAL MEETING OF SHAREHOLDERS – May 23, 2007

 

The undersigned shareholder(s) of Center Financial Corporation (the “Company”) hereby nominates, constitutes and appoints Chung Hyun Lee, Jin Chul Jhung and Peter Y. S. Kim, and each of them, the attorney, agent and proxy of the undersigned, with full power of substitution, to vote all stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the Olympic Office of Center Bank, 2222 West Olympic Boulevard, Los Angeles, California 90006 on Wednesday, May 23, 2007 at 6:00 p.m., 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:

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

AND MAY BE REVOKED PRIOR TO ITS EXERCISE.

 

PLEASE SIGN AND DATE ON REVERSE SIDE.

 

 

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-----END PRIVACY-ENHANCED MESSAGE-----