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
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
HANMI FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
None
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required. |
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Fee paid previously with preliminary materials. |
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EXPLANATORY NOTE
In connection with our Annual Meeting of Stockholders to be held on May 23, 2007, Hanmi Financial
Corporation sent the following letter to Fidelity Investments, an institutional stockholder of
Hanmi common stock, on May 18, 2007. Such letter outlines recommendations that Hanmis senior
management will make to our board of directors at their next regularly scheduled meeting regarding
the proposed Hanmi Financial Corporation 2007 Equity Compensation Plan. A copy of the Hanmi
Financial Corporation 2007 Equity Compensation Plan, as currently proposed for approval at our
Annual Meeting, can be found by reference to Exhibit 1 to our 2007 Proxy Statement filed on April
20, 2007 (Commission File No. 000-30421).
COMPANY LETTER
May 18, 2007
Joe Vitelli
Investment Proxy Research
Fidelity Investments
One Spartan Way TS1E
Merrimack, NH 03054
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Re: |
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Hanmi Financial Corporation Board Recommendation on Changes to the 2007
Equity Incentive Plan |
Dear Mr. Vitelli:
Per our conversation regarding Fidelitys stock compensation guidelines, senior management of
Hanmi Financial Corporation (the Company) agrees to recommend to the Board of Directors (the
Board) of the Company additional limitations to our 2007 Equity Incentive Plan (the Plan).
Specifically, at the Boards next regularly scheduled meeting, senior management will recommend the
following changes to the Plan:
1. Section 3 of the Plan, entitled Administration shall be amended to provide that all
non-employee awards be administered by an independent committee of the Board.
2. Section 7 and 8 of the Plan, regarding the award of Restricted Stock, Performance Shares
and Performance Units shall be amended to provide that the restriction periods applicable to these
awards shall not be (a) less than one year for performance-based awards and (b) less than three
years from the date of grant for time-based vesting of grants.
3. Section 7.5 of the Plan shall be amended to eliminate the Administrators power to
accelerate the time at which any restrictions may lapse except in the cases of death, disability or
retirement of the Participant or a change in control of the Company.
In addition to the above recommendations, senior management will also recommend that the
shares available for grant under the plan be reduced to 3,000,000 from 5,000,000 to comply with the
cap on potential shareholder value transfer that has been recommended by Institutional Investor
Services (ISS). In addition, in accordance with ISSs analysis of the Plan, senior management
will recommend to the Board the Plan be amended to require shareholder approval of any proposed
option re-pricing.
The above management recommendations will be made following conversations with Fidelity and
other Company shareholders in order to obtain Fidelitys support for the Plan at the Companys
upcoming Annual Meeting of the Stockholders on May 23, 2007. We sincerely appreciate your support
as a stockholder of Hanmi Financial Corporation and we hope to see you at our annual meeting on May
23, 2007.
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Very truly yours,
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/s/ Michael J. Winiarski
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Michael J. Winiarski |
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Senior Vice President and
Chief Financial Officer
Hanmi Financial Corporation |
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