SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
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Filed by a party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [ ] ss.240.14a-11(c)
or [ ] ss.240.14a-12
Sonoma Valley Bancorp
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------
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SONOMA VALLEY BANCORP
ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 2003
ABOUT THE MEETING AND VOTING YOUR SHARES
What is the purpose of the Annual Meeting?
The purpose of the annual meeting is to allow you to vote on the matters
outlined in the accompanying Notice of Annual Meeting of Shareholders, including
the election of the directors.
Who is entitled to vote?
1) Only shareholders of record at the close of business on the record date are
entitled to vote at the annual meeting, or any postponements or adjournments
of the meeting.
2) Shareholders who hold their shares under their broker - as non-certificated
shares or in "street name", are not shareholders of record. Their votes are
cast by their broker pursuant to their instructions, and as provided under
the rules of the New York Stock Exchange governing broker votes.
How do I vote?
Sign and date each proxy card you receive and return it in the postage-prepaid
envelope enclosed with your proxy materials. If you are a registered shareholder
and attend the meeting, you may deliver your completed proxy card(s) in person.
If your shares are held by your broker or bank, (in "street name") you will
receive a form from your broker or bank seeking instructions as to how your
shares should be voted. If you do not instruct your broker or bank how to vote,
your broker or bank will vote your shares if it has discretionary power to vote
on a particular matter. Brokers generally have discretion to vote on the
election of directors, unless instructed otherwise by the beneficial owner, or
unless there is a proxy contest. If you wish to vote your shares at the meeting
you must contact your broker for a power of attorney.
Can I change my vote after I return my proxy card?
Yes. If your shares are held by your broker or bank (in "street name") you will
need to notify your broker prior to the meeting. If you are a shareholder of
record, you have the right to revoke your proxy at any time before the meeting
by notifying the Company's Secretary at the following address:
Sonoma Valley Bancorp
202 W. Napa Street
Sonoma, CA 95476
What shares are included on the proxy card(s)?
The shares on your proxy card(s) represent ALL of your shares.
What does it mean if I get more than one proxy card?
If your shares are registered differently and are in more than one account, you
will receive more than one proxy card. Sign and return all proxy cards to ensure
that all your shares are voted. We encourage you to have all accounts registered
in the same name and address (whenever possible). If your shares are held by
your broker or bank in "street name," you must contact the broker or bank who
holds your shares.
What happens if I abstain?
Proxies marked "abstain" will be counted as shares present for the purpose of
determining the presence of a quorum, but for purposes of determining the
outcome of a proposal, shares represented by such proxies will not be treated as
affirmative votes. For proposals requiring an affirmative vote of a majority of
the shares present, an abstention is equivalent to a "no" vote.