Filed by the Registrant
|
þ | |
Filed by a Party other than the Registrant
|
o |
(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: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-1 l(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: |
1. | To elect three directors for three-year terms ending in 2012; | ||
2. | To approve and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB Bancorp, Inc.; | ||
3. | To approve adjournment of the Meeting if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Meeting to approve and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB Bancorp, Inc; and | ||
4. | To transact any other business that may properly come before the Meeting or any adjournments thereof. |
By Order of the Board of Directors,
|
||||
/s/ Eddie L. Steiner | ||||
Eddie L. Steiner | ||||
President and Chief Executive Officer | ||||
1
2
| FOR the election as CSB directors of the nominees listed below under the heading PROPOSAL 1 ELECTION OF DIRECTORS ; | ||
| FOR the approval and adoption of the proposed amendment to Article VIII of the Code of Regulations of CSB; and | ||
| FOR the approval of adjournment of the Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the Meeting to approve and adopt the proposed amendment to Article VIII of the Code of Regulations of CSB. |
| Send in another signed proxy card with a later date, which must be received by CSB prior to the Annual Meeting; | ||
| Send written notice revoking your proxy to Ms. Peggy L. Conn, CSBs Secretary, at 91 North Clay Street, Millersburg, Ohio 44654, which must be received prior to the Annual Meeting; or | ||
| Attend the Meeting and revoke your proxy in person if your common shares are held in your name. If your common shares are held in the name of your broker, your financial institution or another holder of record and you wish to revoke your proxy in person, you must bring an account statement or letter from the broker, financial institution or other holder of record indicating that you were the beneficial owner of the common shares on March 2, 2009, the record date for voting. |
3
Item
|
Vote Required | Effect of Abstention and Broker Non Votes, if any | ||
|
||||
Amendment to
Article VIII
of CSBs
Code of Regulations
|
Approval of a majority of the common shares present or in person or represented by proxy and entitled to vote at the Meeting |
Abstention will not
count as a vote cast
on the proposal but
has the same effect as
a vote
AGAINST
the
proposal
Broker non-vote will have same effect as a vote AGAINST the proposal |
||
|
||||
Adjournment of the
Meeting, if Necessary,
to Solicit
Additional Proxies
|
Approval of a majority of the common shares present or in person or represented by proxy and entitled to vote at the Meeting |
Abstention will not
count as a vote cast
on the proposal but
has the same effect as
a vote
AGAINST
the
proposal
Broker non-vote will have same effect as a vote AGAINST the proposal |
4
5
Shares of | ||||||||||||||||||||
Common Stock | ||||||||||||||||||||
Name of | Beneficially | Percent of | ||||||||||||||||||
Beneficial Owner | Sole | Shared | Options | Owned | Class | |||||||||||||||
|
||||||||||||||||||||
Robert K. Baker
|
5,702.8413 | 1,760.5862 | | 7,463.4275 | * | |||||||||||||||
|
||||||||||||||||||||
Ronald E. Holtman
|
1,800.0000 | 500.0000 | | 2,300.0000 | * | |||||||||||||||
|
||||||||||||||||||||
J. Thomas Lang
|
1,305.0000 | 5,839.1752 | | 7,144.1752 | * | |||||||||||||||
|
||||||||||||||||||||
Daniel J. Miller
|
30,241.6807 | 16,473.0000 | | 46,714.6807 | 1.71 | % | ||||||||||||||
|
||||||||||||||||||||
Jeffery A. Robb, Sr.
|
4,224.2813 | | 4,224.2813 | * | ||||||||||||||||
|
||||||||||||||||||||
Eddie L. Steiner
|
19,343.0000 | 1,252.5299 | | 20,595.5299 | * | |||||||||||||||
|
||||||||||||||||||||
John R. Waltman
|
15,465.0000 | 379.0227 | | 15,844.0227 | * | |||||||||||||||
|
||||||||||||||||||||
Rick L. Ginther
|
| 3,674.6752 | 1,000.0000 | 4,674.6752 | * | |||||||||||||||
|
||||||||||||||||||||
Paul D. Greig
|
18.1490 | 2,314.0000 | 12,904.0000 | 15,236.1490 | * | |||||||||||||||
|
||||||||||||||||||||
Paula J. Meiler
|
6,500.2590 | 100.0000 | 18,856.0000 | 25,456.2590 | * | |||||||||||||||
|
||||||||||||||||||||
Total of Directors
and Executive
Officers as a Group
(12 persons)
|
87,221.1923 | 33,132.4845 | 33,560.0000 | 153,913.6768 | 5.63 | % |
1 | The amounts shown represent the total outstanding Common Shares beneficially owned by the individuals and the Common Shares issuable upon the exercise of stock options exercisable within the next sixty days from March 2, 2009. | |
* | Indicates less than 1% beneficial ownership of the total of Common Shares outstanding as of March 2, 2009 plus the number of Common Shares issuable upon the exercise of outstanding options for the person or persons indicated. None of the shares reported are pledged as security. |
6
7
Principal | ||||||||||||||||
Occupation for Past | Positions | |||||||||||||||
Five Years and | Held with | |||||||||||||||
Name | Age | Other Information | CSB | Director Since | ||||||||||||
|
||||||||||||||||
Ronald E. Holtman
|
66 | Attorney; Logee, Hostetler, Stutzman and Lehman | Director | 2001 | ||||||||||||
|
||||||||||||||||
Daniel J. Miller
|
69 | Retired Physician; East Holmes Family Care, Inc. | Director | 1979 | ||||||||||||
|
||||||||||||||||
Eddie L. Steiner
|
53 | President and Chief Executive Officer, CSB Bancorp, Inc.; formerly Vice President, Production, Smith Dairy Products Company (1989 to 2006) | President and Chief Executive Officer; Director | 2001 |
8
Year First | ||||||||||||||||
Elected or | ||||||||||||||||
Appointed | ||||||||||||||||
Director or | Current | |||||||||||||||
Principal | Positions Held | Officer, As | Term to | |||||||||||||
Name | Age | Occupation 2 | With CSB | Applicable | Expire | |||||||||||
|
||||||||||||||||
Jeffery A. Robb, Sr.
|
59 | President and Chairman, Robb Companies, Inc., also formerly Interim President and Chief Executive Officer of Exchange Bancshares, Inc. and The Exchange Bank (2002-2003) | Director | 2001 | 2010 | |||||||||||
|
||||||||||||||||
John R. Waltman
|
67 | Attorney, Of Counsel; Critchfield, Critchfield & Johnston, LLC | Director | 2001 | 2010 | |||||||||||
|
||||||||||||||||
Robert K. Baker
|
54 | Co-owner and Controller, Bakerwell, Inc. | Director | 2001 | 2011 | |||||||||||
|
||||||||||||||||
J. Thomas Lang
|
65 | Veterinarian, Dairy Farmer, Spring Hill Farm, Inc. | Director | 1993 | 2011 | |||||||||||
|
||||||||||||||||
Rick L. Ginther
3
|
58 | Banker | Senior Vice President; Director, President and Chief Executive Officer of The Commercial and Savings Bank; formerly, Senior Vice President and Chief Lending Officer (2003-2006) | 2003 | N/A | |||||||||||
|
||||||||||||||||
Paul D. Greig
4
|
63 | Banker | Senior Vice President and Chief Operations/Information Officer | 2003 | N/A |
2 | Unless otherwise noted herein, each of the Directors has been engaged in the occupations and employment described above for the past five years. | |
3 | Mr. Ginther held the position of President of the Canton region of Bank One N.A. (now JP Morgan Chase & Co.) from 2002 to 2003 and various positions with Bank One Corporation or predecessor from 1973 to 2002. | |
4 | Mr. Greig retired from Bank One Corporation (now JP Morgan Chase & Co.) in 2002 from the position of National Retail Support Services Manager. During retirement from 2002 through 2003 he was a substitute teacher in two public school systems. |
9
Year First | ||||||||||||||
Elected or | ||||||||||||||
Appointed | ||||||||||||||
Director or | Current | |||||||||||||
Principal | Positions Held | Officer, As | Term to | |||||||||||
Name | Age | Occupation 2 | With CSB | Applicable | Expire | |||||||||
|
||||||||||||||
Paula J. Meiler
5
|
54 | Banker | Senior Vice President and Chief Financial Officer | 2004 | N/A |
CSB Bancorp, | Subsidiary Bank | |||||||||||||||||||||||
Name | Inc. Board | Board | Executive | Nominating | Compensation | Audit | ||||||||||||||||||
Mr. Baker
|
Member | Member | Chair | Chair | Member | |||||||||||||||||||
Mr. Holtman
|
Member | Member | Member | Chair | ||||||||||||||||||||
Mr. Lang
|
Member | Member | Member | Member | Member | |||||||||||||||||||
Dr. Miller
|
Member | Member | Member | |||||||||||||||||||||
Mr. Robb
|
Member | Member | Member | Member | ||||||||||||||||||||
Mr. Steimel
6
|
||||||||||||||||||||||||
Mr. Steiner
|
Member | Chair | Member | |||||||||||||||||||||
Mr. Waltman
|
Chair | Member | Chair | Member | ||||||||||||||||||||
Mr. Ginther
|
Member | Member | ||||||||||||||||||||||
Number of 2008 meetings
|
13 | 13 | 22 | 2 | 2 | 11 |
5 | Ms. Meiler held the previous positions of Chief Financial Officer and Treasurer of Consumers Bancorp Inc. from 1999 through 2004 and Comptroller of The Citizens Banking Company (fka Sky Bank) and Citizens Bancshares Inc. from 1981 to 1999. | |
6 | Samuel M. Steimel resigned for personal reasons in March, 2008. Prior to his resignation, he attended two meetings of the CSB Board, two meetings of the Bank board, one meeting of the Nominating Committee, and one meeting of the Compensation Committee. |
10
11
12
13
14
15
16
17
18
19
20
21
22
23
\
24
25
26
27
28
Retainer of $10,000 per year, paid quarterly
$500 for each board and committee meeting attended
Reimbursement for customary and usual travel expenses (outside of board and
committee meeting attendance)
Fees Earned or
Stock
Stock Option
All Other
Name
Paid in Cash
Awards $
Awards #
Compensation $
7
Total $
$
30,000
0
0
$
1,645
$
31,645
27,500
0
0
92
27,592
28,500
0
0
5,285
33,785
32,000
0
0
0
32,000
32,500
0
0
4,367
36,867
7,000
0
0
3,159
10,159
33,000
0
0
1,093
34,093
7
All Other Compensation includes Messrs. Lang, Robb and
Steimel participating in a grandfathered health and dental benefits program.
The Bank also provides a 1% reduction of the standard interest rate charged on
certain consumer and primary residence mortgage loans to all directors,
officers and employees during the period of service to CSB or the Bank.
8
Due to his resignation in March 2008, Mr. Steimels
compensation differs from the other directors.
1.
In order to attract and retain highly qualified management, we strive to
provide target salaries close to the mean of the market rate paid for comparable
positions by similarly sized bank holding companies.
2.
Where practical, we establish performance-based compensation focused on
individual results, team results, and contributions to CSBs overall performance.
3.
We attempt to link and align the wealth creation interests of management and
shareholders by utilizing CSB stock awards or options as a component of the
compensation program.
$
354,850
261,450
253,003
Fairlawn, Ohio
Cheviot, Ohio
Upper Sandusky, Ohio
Minerva, Ohio
Cortland, Ohio
Fremont, Ohio
Cincinnati, Ohio
Killbuck, Ohio
Middlefield, Ohio
Orrville, Ohio
Wilmington, Ohio
Urbana, Ohio
Defiance, Ohio
Martins Ferry, Ohio
Columbus Grove, Ohio
Wooster, Ohio
Ronald E. Holtman
J. Thomas Lang
Change in
Pension
Value and
Nonqualified
Non-equity
Deferred
Name and Principal
Option
Incentive Plan
Compensation
All Other
Position
Year
Salary
Bonus
Stock Awards
Awards
9
Compensation
Earnings
Compensation
Total
2008
$
170,000
$
46,000
$
16,237
$
232,237
2008
117,500
35,250
$
7,500
17,904
178,154
2008
170,000
46,000
20,440
236,440
2008
123,600
37,080
7,500
8,169
176,349
9
The option awards include amounts expensed in 2008 for
stock option awards granted in 2006. For assumptions related to the valuation
of the stock options, see Note 9 to the Companys financial statements in the
Companys Annual Report on Form 10-K.
Life Insurance
Disability
Qualified Plan Matching,
Perquisites and
Name
Year
Premiums
Insurance Premiums
Profit Sharing Contribution
Other Benefits
Total
2008
$
470
$
536
$
10,023
$
5,208
$
16,237
2008
470
424
6,959
10,051
17,904
2008
470
536
10,023
9,411
20,440
2008
470
403
7,296
8,169
Health and
Dental
Country Club
Loan Interest
Relocation
Name
Year
Benefits
Dues
Reduction of 1%
Expenses
Total
2008
$
5,119
$
89
$
5,208
2008
7,907
2,144
10,051
2008
5,119
$
4,292
9,411
2008
Stock Awards
Equity
Equity
Incentive
Incentive
Plan
Plan
Awards:
Option Awards
Awards:
Market or
Equity
Marked
Number of
Payout
Incentive
Number
value of
Unearned
Value of
Plan Awards:
of shares
shares or
Shares,
Unearned
Number of
Number of
Number of
or units
units of
Units of
Shares,
Securities
Securities
Securities
of stock
stock
Other
Units or
Underlying
Underlying
Underlying
that have
that
Rights
Other
Unexercised
Unexercised
Unexercised
Option
Option
not
have not
That Have
Rights That
Grant
Options (#)
Options (#)
Unearned
Exercise
Expiration
vested
vested
Not Vested
Have Not
Name
Date
Exercisable
Unexercisable
Options (#)
Price ($)
Date
(#)
($)
(#)
Vested ($)
11/29/2006
17,856
$
18.00
3/31/2016
8/9/2004
1,000
$
19.00
8/9/2009
7/21/2003
1,000
$
16.10
7/21/2013
11/29/2006
11,904
$
18.00
3/31/2016
6/30/2003
1,000
$
16.10
6/30/2013
Change in
Control -
Post-
Multiple
Termination
Name
Base Salary
Health Care
2.0
1 Year
2.0
1 Year
2.0
1 Year
Termination-
Post-
Without
Termination
Name
Cause
Health Care
Base Salary
Unpaid under
agreement +
6 Months
6 Months
Base Salary
Unpaid under
agreement +
6 Months
6 Months
Base Salary
Unpaid under
agreement +
6 Months
6 Months
Robert K. Baker
Jeffery A. Robb, Sr.
2008
2007
$
65,890
$
54,584
10,394
10,266
6,500
7,500
23,930
0
(1)
Audit fees consist of fees for professional services rendered for the audit of the Companys
financial statements, the review of financial statements included in the Companys quarterly
reports filed with the Securities and Exchange Commission on Form 10-Q, and for services normally
provided by the independent auditor in connection with statutory and regulatory filings or
engagements.
(2)
Audit-related fees are fees principally for professional services for the audit of the
Companys employee benefit plan.
(3)
Tax service fees consist of compliance fees for the preparation of original tax returns.
(4)
All other fees relate to the Form S-4 filing with the Securities and Exchange Commission in
connection with the acquisition of Indian Village Bancorp, Inc..
The Audit Committee will annually approve the scope of, and fees payable for, the year-end
audit to be performed by CSBs independent accountants for the next fiscal year.
Management may not engage the independent accountants for any services unless the service
contracts are approved by the Audit Committee in advance of the engagement.
If Management wishes to engage the independent accountants for any services, Management
will define and present to the Audit Committee specific projects and categories of service,
and fee estimates, for which the advance approval of the Audit Committee is required. The
Audit Committee will review these requests and determine whether to pre-approve the engagement
of the independent accountants for the specific projects and categories of service.
Management will report to the Audit Committee regarding the actual spending for these
projects and services, compared to the approved amounts on a quarterly basis.
The Audit Committee Chairperson will report to the Committee at each regularly scheduled
meeting the nature and amount of any non-audit services that the Chairperson has approved.
PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PROPOSED AMENDMENT TO ARTICLE VIII OF THE CSB CODE OF
REGULATIONS TO AUTHORIZE UNCERTIFICATED SHARES
ADJOURNMENT OF THE MEETING
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Eddie L. Steiner
Eddie L. Steiner
President and Chief Executive Officer
Millersburg, Ohio
Certificates for Shares
CSB BANCORP, INC.
91 North Clay Street
Millersburg, Ohio 44654
1.
ELECTION OF DIRECTORS
FOR:
o
Ronald E. Holtman
o
Daniel J. Miller
o
Eddie L. Steiner
WITHHOLD AUTHORITY:
o
Ronald E. Holtman
o
Daniel J. Miller
o
Eddie L. Steiner
2.
PROPOSED AMENDMENT TO ARTICLE VIII OF THE CSB CODE OF REGULATIONS TO AUTHORIZE
UNCERTIFICATED SHARES
FOR:
o
Adopting the Proposed Amendment to Article VIII of the CSB Code of Regulations
to Authorize Uncertificated Shares.
AGAINST:
o
Adopting the Proposed Amendment to Article VIII of the CSB Code of Regulations
to Authorize Uncertificated Shares.
ABSTAIN:
o
3.
TO APPROVE THE ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES,
IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE
PROPOSED AMENDMENT TO ARTICLE VIII OF THE COMPANYS CODE OF REGULATIONS.
FOR:
o
Adjournment of the Meeting, if necessary, to solicit additional proxies, in
the event there are not sufficient votes at the time of the Meeting to adopt
the proposed amendment to Article VIII of the Proposed Amendment to Article
VIII of CSB Code of Regulations.
AGAINST:
o
Adjournment of the Meeting, if necessary, to solicit additional proxies, in
the event there are not sufficient votes at the time of the Meeting to adopt
the proposed amendment to Article VIII of the Proposed Amendment to Article
VIII of CSB Code of Regulations.
ABSTAIN:
o
4.
In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the meeting or an adjournment thereof.
(Signature of Shareholder)
(Please sign exactly as your name appears on this
proxy. All joint owners should sign. When signing in
a fiduciary capacity or as a corporate officer,
please give your full title as such.)
Dated:
, 2009