def14a
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
CCFNB BANCORP, INC.
(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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Proposed maximum aggregate value of transaction: |
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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. |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Notice of 2009
Annual Meeting
of Stockholders
and Proxy Statement
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY
Tuesday, May 19, 2009
10:00 A.M.
First Columbia Bank & Trust Co.
Located at 992 Central Road,
The Former State Farm Building,
Across From The Inn at Turkey Hill
Bloomsburg, Pennsylvania
March 30, 2009
Dear CCFNB Stockholder:
You are cordially invited to join us at the 2009 Annual Meeting of Stockholders of CCFNB Bancorp,
Inc. (the Corporation) at First Columbia Bank & Trust Co.s new Operations facility located at
992 Central Road, Bloomsburg, Pennsylvania, the former State Farm Building, on Tuesday, May 19,
2009 at 10:00 A.M.
At this meeting, we will vote on the matters described in the Proxy Statement. We know that it is
not practical for most stockholders to attend the Annual Meeting in person. In addition, annual
meetings are not the most efficient way to communicate with our stockholders. Therefore, we
encourage you to submit any questions you may have prior to the Annual Meeting to allow us time to
gather information to adequately answer your questions at the meeting. We also encourage you to
visit our website at www.firstcolumbiabank.com for up-to-the-moment news about the Corporation. As
an alternative, you may call for current news releases via our facsimile on demand service at (570)
387-4454.
We enclose our Notice of Annual Meeting of Stockholders, Proxy Statement, Annual Report on Form
10-K and a proxy card. Please submit your proxy. Your vote is important.
We are pleased to take advantage of the Securities and Exchange Commission Rule allowing companies
to furnish proxy materials to their stockholders by the Internet. We have mailed to our
stockholders the Notice of Internet Availability of Proxy Materials containing instructions on how
to access the Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form
10-K by the Internet and how to vote online. The Notice of Internet Availability of Proxy
Materials and the Proxy Statement also contain instructions on how you can receive a paper copy of
the proxy materials.
The Notice of Internet Availability of Proxy Materials was mailed to our stockholders on or about
March 30, 2009. The Proxy Statement is being made available to our stockholders on or about March
30, 2009.
Thank you for your support of CCFNB Bancorp, Inc.
Sincerely,
Lance O. Diehl
President & CEO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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DATE:
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May 19, 2009 |
TIME:
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10:00 A.M. |
PLACE:
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First Columbia Bank & Trust Co.
Located at 992 Central Road,
The Former State Farm Building,
Bloomsburg, PA |
MATTERS TO BE VOTED UPON:
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Election of six Class 3 directors to hold office for a three-year term; and |
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Any other matters that may properly come before the meeting. |
YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE ELECTION OF CLASS 3 DIRECTORS NOMINATED BY THE
BOARD OF DIRECTORS.
Stockholders who are holders of record of the Common Stock at the close of business on March 20,
2009 will be entitled to vote at the meeting.
IF YOU PLAN TO ATTEND:
Please note that space limitations make it necessary to limit attendance to
stockholders. If you wish to attend, please indicate your wish by checking the
box that appears on the proxy card or when prompted when voting by Internet or
telephone. Light refreshments will be served; however, lunch will not be
provided.
It will be helpful to us if you will read the Proxy Statement and the voting instructions on the
proxy card, and then vote by filling out, signing and dating the proxy card and returning it by
mail in the postage pre-paid envelope. You may also vote by either Internet or telephone. If you
attend the meeting, you may withdraw your proxy and vote in person.
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LANCE O. DIEHL
President & CEO
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Bloomsburg, Pennsylvania
March 30, 2009 |
TABLE OF CONTENTS
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Page No. |
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QUESTIONS AND ANSWERS |
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2 |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS |
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4 |
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CORPORATE GOVERNANCE |
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NOMINATION PROCESS |
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CODE OF CONDUCT AND ETHICS |
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HOW TO CONTACT OUR DIRECTORS |
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STOCK OWNERSHIP |
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STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS |
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE |
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BOARD OF DIRECTORS |
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ELECTION OF DIRECTORS |
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COMMITTEES OF THE BOARD OF DIRECTORS
OF THE CORPORATION |
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DIRECTORS COMPENSATION |
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EXECUTIVE COMPENSATION |
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SUMMARY COMPENSATION TABLE |
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DEFERRED COMPENSATION AGREEMENTS |
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CERTAIN TRANSACTIONS AND RELATIONSHIPS |
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14 |
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AUDIT COMMITTEE REPORT |
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15 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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FEES PAID TO J. H. WILLIAMS & CO., LLP |
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AUDIT COMMITTEE PROCEDURES |
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OTHER INFORMATION |
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OTHER PROPOSED ACTION |
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STOCKHOLDER PROPOSALS FOR 2010
ANNUAL MEETING |
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CONSENT TO ELECTRONIC DELIVERY OF PROXY MATERIALS |
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17 |
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Matter to be voted upon. |
March 30, 2009
CCFNB BANCORP, INC.
PROXY STATEMENT
For the Annual Meeting of Stockholders to be held May 19, 2009
QUESTIONS AND ANSWERS
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How do I obtain access to this Proxy Statement and the other proxy materials? |
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We are making this Proxy Statement, the Notice of Annual Meeting of Stockholders, our
Annual Report on Form 10-K and proxy card available to our stockholders by the Internet
pursuant to rules recently adopted by the Securities and Exchange Commission. On or about
March 30, 2009, we mailed to our stockholders the Notice of Internet Availability of Proxy
Materials containing instructions on how to access this Proxy Statement, the Notice of Annual
Meeting of Stockholders and our Annual Report on Form 10-K by the Internet and how to vote
online. As a result, you will not receive a printed copy of the proxy materials unless you
request a copy. All stockholders will be able to access the proxy materials on a website
referred to in the Notice and in this Proxy Statement, and to request to receive a printed set
of the proxy materials by mail or by e-mail, free of charge. If you would like to receive a
printed set of the proxy materials by mail or e-mail, you should follow the instructions
included in the Notice or on page 17 of this Proxy Statement under Consent to Electronic
Delivery of Proxy Materials. |
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Who is soliciting my vote? |
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The board of directors of CCFNB Bancorp, Inc. is soliciting your vote
at the 2009 annual meeting of its stockholders. |
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What am I voting on? |
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One proposal. The item number below refers to the item number on the proxy card. |
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Item 1. Election of six Class 3 directors |
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Who can vote? |
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All stockholders of record at the close of business on March 20, 2009
are entitled to vote. Holders of the Corporations Common Stock are
entitled to one vote per share. Fractional shares, such as those in
the dividend reinvestment plan, may not be voted. |
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How do I vote for directors? |
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Each share is entitled to cast one vote for each nominee. For
example, if you can vote 100 shares, you can cast up to 100 votes for
each nominee for director. |
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How many votes are required to elect directors? |
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Directors are elected by a plurality of the votes cast. The six
candidates receiving the highest number of votes will be elected. |
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Who can attend the meeting? |
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All stockholders as of the record date, or their duly appointed
proxies, may attend the meeting. Seating, however, is limited.
Please indicate your wish to attend when voting. Everyone must check
in at the registration desk at the meeting. Light refreshments will
be served; however, lunch will not be provided. |
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How do I vote? |
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Complete, date, sign and mail the proxy card in the enclosed postage
pre-paid envelope unless other voting opportunities are made available
through your broker. Internet and telephone voting are also available.
Instructions are provided on the proxy card and in the Notice of
Internet Availability of Proxy Materials. By voting, you will
authorize the individuals named on the proxy card, referred to as the
proxies, to vote your shares according to your instructions. |
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What happens if I do not indicate my preference for one of the items? |
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If you do not indicate how you wish to vote for one or more of the
nominees for director, the proxies will vote FOR election of all the
nominees for Director (Item 1). If you withhold your vote for any
of the nominees, this will be counted as a vote AGAINST that nominee. |
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What if I vote and then change my mind? |
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You can revoke your proxy by writing to us, by submitting another
properly signed proxy card with a more recent date, by voting again
via telephone or Internet voting options, or by attending the meeting
and casting your vote in person. If your shares are held in street
name through a broker, any changes need to be made through them. Your
last vote will be the vote that is counted. |
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How many votes must be present to hold the meeting? |
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As of the record date, March 20, 2009, the Corporation had 2,253,959
shares of Common Stock outstanding. The holders of Common Stock have
the right to cast a total of 2,253,959 votes. The presence, in person
or by proxy, of stockholders entitled to cast at least a majority of
the votes which all stockholders are entitled to cast constitutes a
quorum for adopting the proposals at the meeting. If you have
properly designated the proxies and indicated your voting preferences
by mail, Internet or telephone, you will be considered part of the
quorum, and the proxies will vote your shares as you have instructed
them. If a broker holding your shares in street name indicates to
us on a proxy card that the broker lacks discretionary authority to
vote your shares, we will not consider your shares as present or
entitled to vote for any purpose. |
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Does any single stockholder control as much as 5% of our shares of Common Stock? |
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No. |
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Is my vote confidential? |
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Yes. Proxy cards, ballots and voting tabulations that identify
individual stockholders are kept confidential except in certain
circumstances where it is important to protect the interests of the
Corporation and its stockholders. Generally, only the judges of
election and the employees of American Stock Transfer & Trust Company
processing the votes will have access to your name. They will not
disclose your name as the author of any comments you include on the
proxy card unless you ask that your name be disclosed to management. |
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How are my votes counted? |
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You may either vote for or withhold authority to vote for each nominee
for the board. If you withhold authority to vote with respect to any
nominee, your shares will be counted for purposes of establishing a
quorum, but will be counted as a vote Against that nominee. |
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Who will count the votes? |
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Employees of American Stock Transfer & Trust Company will tabulate the
votes prior to the meeting, and the judges of election will tabulate
all votes cast at the annual meeting as well as those votes previously
tabulated by American Stock Transfer. |
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What shares are included in the proxy card? |
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The shares listed on your card sent by the Corporation represent all
the shares of Common Stock held in your name (as distinguished from
those held in street name), including those held in the dividend
reinvestment plan. You will receive a separate card or cards from
your broker if you hold shares in street name. |
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What does it mean if I get more than one proxy card? |
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It indicates that your shares are held in more than one account, such
as two brokerage accounts and registered in different names. You
should vote each of the proxy cards to ensure that all of your shares
are voted. We encourage you to register all of your brokerage
accounts in the same name and address for better stockholder service.
You may do this by contacting our transfer agent, American Stock
Transfer & Trust Company, at 1-800-937-5449. |
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What happens if the meeting is postponed or adjourned? |
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Your proxy will still be good and may be voted at the postponed or adjourned meeting. You
will still be able to change or revoke your proxy until it is voted. |
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How much did this proxy solicitation cost? |
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The Corporation has retained American Stock Transfer & Trust Company
to solicit and tabulate proxies from stockholders at an estimated fee
of $1,250.00, plus expenses. (Note that this fee does not include the
costs of printing and mailing the proxy statements.) Some of the
officers and other employees of the Corporation also may solicit
proxies personally, by telephone and by mail. The Corporation will
also reimburse brokerage houses and other custodians for their
reasonable out-of-pocket expenses for forwarding proxy and
solicitation material to the beneficial owners of Common Stock. |
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Whom can I call with any questions? |
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You may call American Stock Transfer & Trust Company at 1-800-937-5449
or visit their website: http://www.amstock.com. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
Our Proxy Statement, Notice of Annual Meeting of Stockholders and Annual Report on Form 10-K for
the fiscal year ended December 31, 2008 are available at www.firstcolumbiabank.com.
4
CORPORATE GOVERNANCE
NOMINATION PROCESS
All the independent members of our Board of Directors act as our nomination committee. Mr. Diehl
does not participate in this function. All of the other directors meet the independence standards
as set forth in Rule 4200(a)(15) of the listing standards for The NASDAQ Stock Market. The
principal duties of the nomination committee are:
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Evaluation and selection of nominees for the Board of Directors; |
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Consideration of qualifications for committee membership; |
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Recommendations for revisions to our Code of Conduct and Ethics; and |
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Evaluation of the Board of Directors and its committees. |
Whenever a stockholder nominates a person for director or a vacancy occurs, the nomination
committee uses the following criteria in making a decision:
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Backgrounds and experiences of current directors; |
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Specific knowledge and experience of a candidate; |
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Specific knowledge-based need, for example, need for a director with knowledge of
the commercial real estate industry; |
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Diversified geographies in which our directors live and work; |
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Number of Board seats we want an odd number of seats; |
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Whether a candidate has the time available to fully participate in the
responsibilities of the Board and its committees; and |
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Whether a candidate holds at least $1,000 in market value of our common stock. |
The nomination committee tries to reach a unanimous consensus on a nominee for director.
If a stockholder desires to nominate a person for director, the stockholder must comply with our
bylaws and mail the required information for the candidate to CCFNB Bancorp, Inc. c/o Nomination
Committee, 232 East Street, Bloomsburg, PA 17815. The nomination committee has not adopted a
written charter.
CODE OF CONDUCT AND ETHICS
Our Board has adopted a Code of Conduct and Ethics governing the principal executive officers of
the Corporation, its subsidiary, First Columbia Bank & Trust Co., the bank and all indirect
subsidiaries. This Code of Conduct and Ethics governs the activities of not only our principal
executive officers, but also our employees, agents and representatives and establishes guidelines
for professional conduct in the workplace. Pursuant to the Sarbanes-Oxley Act of 2002, this Code of
Conduct and Ethics contains a provision for a person to report an actual or apparent violation of
this code as well as a complaint regarding our accounting or auditing matters to the Audit
Committee without fear of dismissal or retaliation of any kind. All reports or complaints under
this Whistleblower provision are also kept in confidence. The Code of Conduct and Ethics is
available on our website at www.firstcolumbiabank.com.
HOW TO CONTACT OUR DIRECTORS
Stockholders who are interested in communicating with any of our directors can do so by writing a
letter addressed to that director, c/o CCFNB Bancorp, Inc., 232 East Street, Bloomsburg, PA 17815.
5
STOCK OWNERSHIP
STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
This table indicates the number of shares of Common Stock beneficially owned by each executive
officer, incumbent director and nominee, and by all of the Corporations executive officers,
incumbent directors and nominees as a group, as of December 31, 2008. The aggregate number of
shares owned by all directors, nominees and executive officers is 4.8%. Unless otherwise noted,
each individual has sole voting and investment power for the shares indicated below.
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Name of Individual |
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Amount and Nature of |
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of Identity of Group |
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Beneficial Ownership(1) |
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Percent of Class |
Jeffrey T. Arnold |
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10 |
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Robert M. Brewington, Jr. |
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10,507(2) |
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Edward L. Campbell |
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8,614(3) |
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Lance O. Diehl |
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1,478(4) |
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Robert W. Dillon |
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4,195(5) |
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Frank D. Gehrig |
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4,772(6) |
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William F. Gittler, Jr. |
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5,504 |
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Glenn E. Halterman |
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5,000 |
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Elwood R. Harding, Jr. |
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15,789(7) |
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Joanne I. Keenan |
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864 |
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Willard H. Kile, Jr. |
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8,551 |
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W. Bruce McMichael, Jr. |
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1,629 |
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Mary Ann B. Naugle |
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720 |
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Paul K. Page |
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956 |
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Andrew B. Pruden |
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179 |
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Charles B. Pursel |
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21,274(8) |
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Paul E. Reichart |
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10,272(9) |
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Steven H. Shannon |
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7,272 |
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Edwin A. Wenner |
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325 |
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All Executive Officers
and Directors as a
group, 19 persons in
total) |
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107,911 |
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4.8% |
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Includes shares held (a) directly and (b) jointly with a spouse, except as otherwise
indicated. |
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Includes 381 shares held by Mr. Brewingtons spouse. |
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Includes 206 shares held by Mr. Campbells spouse. |
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Includes 71 shares held by Mr. Diehls spouse. |
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Includes 4,105 shares held by Dillon Floral Corporation, of which Mr. Dillon is the
President and majority stockholder. |
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Includes 2,068 shares held by Mr. Gehrigs spouse. |
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Includes 13,867 shares held by Mr. Hardings spouse. |
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Includes 9,108 shares held by Mr. Pursels deceased spouses estate. |
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Includes 1,392 shares held by Mr. Reicharts spouse. |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Executive officers and directors and beneficial owners of more than ten percent of the Common
Stock must file initial reports of ownership and reports of changes in ownership with the SEC
pursuant to Section 16(a) of the Securities Exchange Act of 1934.
We have reviewed the reports and written representations from the named executive officers and
directors. The Corporation believes that all filing requirements were met during 2008 with one
exception. The report of initial ownership filed for Mr. Pursel on July 21, 2008 omitted 600 shares
of CCFNB Bancorp, Inc. stock Mr. Pursel beneficially owns through the First Columbia Bank & Trust
Co. Trust Department. An amended Form 3 was filed on January 23, 2009 when the error was
discovered.
6
BOARD OF DIRECTORS
THIS SECTION GIVES BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTORS AND DESCRIBES THEIR MEMBERSHIP ON
BOARD OF DIRECTORS COMMITTEES, THEIR ATTENDANCE AT MEETINGS AND THEIR COMPENSATION.
ELECTION OF DIRECTORS
Item 1 on Proxy Card
The Corporation has sixteen directors divided into three classes: four directors are in Class 1;
six directors are in Class 2; and six directors are in Class 3. Each director holds office for a
three-year term. The terms of the classes are staggered, so that the term of office of one class
expires each year.
At this meeting, the stockholders will elect six Class 3 directors. Unless you withhold authority
to vote for one or more of the nominees, the persons named as proxies intend to vote for the
election of the following six nominees for Class 3 director. All of the nominees are recommended
by the Board of Directors:
Edward L. Campbell
Robert W. Dillon
Frank D. Gehrig
Elwood R. Harding, Jr.
Mary Ann Naugle
Andrew B. Pruden
All nominees have consented to serve as directors. The Board of Directors has no reason to believe
that any of the nominees would be unable to act as a director. However, if any director is unable
to stand for election, the Board of Directors, in its sole discretion, may designate a substitute.
If a substitute nominee is named, the proxies will vote for the election of the substitute.
The following information includes the age of each nominee and current director as of the date of
the meeting. All directors of the Corporation are also directors of the bank. For former
directors of Columbia Financial Corporation, service includes service as a director of Columbia
Financial Corporation prior to the July 18, 2008 effective date of the merger.
Class 1 Directors Whose Term Expires In 2011
|
|
ROBERT M. BREWINGTON, JR., 58
Director since 1996. Owner of Sutliff Motors and Brewington Transportation and a part
owner of J&B Honda (sales and service of cars and trucks; school bus contractor, sales of
motorcycles and ATVs). Mr. Brewington is the brother of Sally Tucker, one of the banks
Marketing Officers. |
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|
|
WILLIAM F. GITTLER, JR., 63
Director since 1995. CEO/Chairman, Catawissa Lumber & Specialty Co., Inc. |
|
|
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WILLARD H. KILE, JR., D.M.D., 54
Director since 2000. Partner of Kile & Robinson LLC (dentists); Partner of Kile & Kile
Real Estate. Mr. Kile is a first cousin to Lance O. Diehl, President and Chief Executive
Officer. |
|
|
|
STEVEN H. SHANNON, 46
Director since 2000. Owner/President, Steve Shannon Tire Company, Inc. |
7
Class 2 Directors Whose Term Expires In 2010
|
|
LANCE O. DIEHL, 43
Director since 2003. President and Chief Executive Officer of the Corporation and the bank.
Former Executive Vice President of Branch Operations and Marketing of the bank. Mr. Diehl
is a first cousin to Mr. Kile, a director. |
|
|
|
GLENN E. HALTERMAN, 62
Director since 1984. Chairman of the Corporation and the bank. Vice President of Finance,
Fabtex Inc., Interim CEO, First Columbia Bank from January 1, 2004 to March 2005. |
|
|
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JOANNE I. KEENAN, 56
Director since 1991. President, Main Street Interiors & Design, Inc. |
|
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W. BRUCE MCMICHAEL, JR., 49
Director since 2006. Licensed Funeral Director; President, McMichael Funeral Home, Inc.,
Benton, PA. |
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CHARLES B. PURSEL, 71
Director since 1973. Attorney at Law, of Counsel Derr, Pursel, Luschas & Norton |
|
|
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PAUL E. REICHART, 71
Director since 1983. Vice Chairman of the Corporation and the bank. Former Chairman,
President and Chief Executive Officer of the Corporation and the former Columbia County
Farmers National Bank. |
Class 3 Directors Whose Term Expires In 2009 and Nominees For Class 3 Directors Whose Term Will
Expire In 2012
|
|
EDWARD L. CAMPBELL, 70
Director since 1985. President of ELC Enterprises, Inc. and a partner of Heritage Acres,
Evergreens. |
|
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ROBERT W. DILLON, 46
Director since 1996. President/CEO, Dillon Floral Corporation. |
|
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FRANK D. GEHRIG, 63
Director since 2004. Partner in Accounting Firm of Brewer and Company, Certified Public
Accountants. |
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|
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ELWOOD R. HARDING, JR., 62
Director since 1984. Attorney at law and President of Premier Real Estate Settlement
Services, Inc. (title insurance). |
|
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MARY ANN B. NAUGLE, 62
Director since 2000. Retired, Naugle Lumber/Naugle Service Center. |
|
|
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ANDREW B. PRUDEN, 44
Director since 1995. Innkeeper/Owner, The Inn at Turkey Hill. |
8
Meetings of the Board of Directors
During 2008, the Corporations Board of Directors held 22 meetings and the banks Board of
Directors held 27 meetings. Additionally, the former Columbia County Farmers National Banks Board
of Directors and the former Columbia Financial Corporations Board of Directors each held 14
meetings through July 18, 2008, the date of the mergers of Columbia Financial Corporation with
CCFNB Bancorp, Inc. and Columbia County Farmers National Bank with First Columbia Bank & Trust Co.
All of the Corporations directors attended 75% or more of all Board of Directors and Committee
meetings of the Corporation and the bank during 2008.
Attendance at the Annual Meeting
The Corporation expects its directors to attend annual meetings of shareholders. Eight of nine
directors were able to attend the CCFNB Bancorp, Inc. annual meeting held on May 15, 2008. All
eight of the former Columbia Financial Corporations directors also attended the 2008 Annual
Meeting of Shareholders.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE CORPORATION
The Audit Committee of the Corporation is composed of the same members as the Audit Committee of
the bank. See discussion under the caption: Audit Committee Report. The Audit Committee serves
as the Qualified Legal Compliance Committee of the Corporation for purposes of Rule 205 of the SEC.
The Corporation has no other standing committees. The banks Executive Committee performs the
functions for a compensation committee of the Corporation. The Executive Committee reviews the
Corporations capital structure, stock position and earnings. In addition, the Executive Committee
analyzes other management issues and periodically makes recommendations to the Board of Directors
based on its findings. Long range planning responsibilities also fall under the duties of this
committee.
DIRECTORS COMPENSATION
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Interest |
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Earned on |
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Deferred |
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Directors Fee |
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Plans and |
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|
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Fees |
|
Stock |
|
Option |
|
Non-Equity |
|
Nonqualified |
|
|
|
|
|
|
Earned |
|
Awards |
|
Awards |
|
Incentive Plan |
|
Deferred |
|
All Other |
|
|
|
|
Or Paid in |
|
($) |
|
($) |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
Name |
|
Cash ($) |
|
(1) |
|
(2) |
|
($) (3) |
|
Earnings ($) |
|
($) (7) |
|
($) |
Robert M. Brewington, Jr. |
|
|
14,900 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
3,365 |
(4) |
|
|
N/A |
|
|
|
18,265 |
|
Edward L. Campbell |
|
|
16,075 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
16,075 |
|
Robert W. Dillon |
|
|
7,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
7,600 |
|
Frank D. Gehrig |
|
|
19,100 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
19,100 |
|
William F. Gittler, Jr. |
|
|
7,300 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
7,300 |
|
Glenn E. Halterman |
|
|
40,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
40,000 |
|
9
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Interest |
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Earned on |
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|
|
|
|
|
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Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Directors Fee |
|
|
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|
|
|
|
|
|
|
|
|
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|
|
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|
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Plans and |
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|
|
|
Fees |
|
Stock |
|
Option |
|
Non-Equity |
|
Nonqualified |
|
|
|
|
|
|
Earned |
|
Awards |
|
Awards |
|
Incentive Plan |
|
Deferred |
|
All Other |
|
|
|
|
Or Paid in |
|
($) |
|
($) |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
Name |
|
Cash ($) |
|
(1) |
|
(2) |
|
($) (3) |
|
Earnings ($) |
|
($) (7) |
|
($) |
Elwood R. Harding, Jr. |
|
|
17,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
14,144 |
(5) |
|
|
N/A |
|
|
|
31,744 |
|
Joanne I. Keenan |
|
|
7,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
7,600 |
|
Willard H. Kile, Jr. |
|
|
19,100 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
4,019 |
(4) |
|
|
N/A |
|
|
|
23,119 |
|
W. Bruce McMichael, Jr. |
|
|
17,900 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,710 |
(4) |
|
|
N/A |
|
|
|
19,610 |
|
Mary Ann B. Naugle |
|
|
7,300 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
7,300 |
|
Andrew B. Pruden |
|
|
8,200 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
8,200 |
|
Charles B. Pursel |
|
|
7,600 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
7,600 |
|
Paul E. Reichart |
|
|
29,267 |
|
|
|
0 |
|
|
|
0 |
|
|
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0 |
|
|
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22,500 |
(6) |
|
|
N/A |
|
|
|
51,767 |
|
Steven H. Shannon |
|
|
7,000 |
|
|
|
0 |
|
|
|
0 |
|
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0 |
|
|
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0 |
|
|
|
N/A |
|
|
|
7,000 |
|
|
|
|
(1) |
|
No Stock Awards were given by the Corporation in 2008. |
|
(2) |
|
No Option Awards were given by the Corporation in 2008. |
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(3) |
|
No Non-Equity Incentive Plan Compensation was paid to Directors in 2008. |
|
(4) |
|
Represents interest earned on deferred directors fees. See Deferred Compensation
Agreement for Directors for more information. |
|
(5) |
|
Represents interest earned on two Nonqualified Deferred Compensation Plans. See
Deferred Compensation Agreements for Directors for more information. |
|
(6) |
|
Represents amount paid pursuant to non-qualified deferred compensation plan. See
Deferred Compensation Agreements for Directors for more information. |
|
(7) |
|
No director received more than $10,000 in All Other Compensation. |
Lance O. Diehl, President and Chief Executive Officer, is also a Director. Refer to the Summary
Compensation Table on page 12 for fees paid to Mr. Diehl in his capacity as a Director.
Fees
Directors of the Bank received $500 for each meeting of the Board of Directors and $300 for each
committee meeting, except Loan/Credit Committee. The Directors on the Loan/Credit Committee may
meet several times throughout the month but only receive compensation for one meeting per month.
The Chairman of the Board receives $2,500 per month. A special directors fee was paid to Mr.
Halterman in the amount of $25,000 in 2008 in recognition of his extraordinary commitment of time
and effort in facilitating the mergers of the Corporation with Columbia Financial Corporation and
the bank with Columbia County Farmers National Bank and the post-merger integration of personnel,
operations and systems.
Deferred Compensation Agreements for Directors
In 1992, the banks predecessor, Columbia County Farmers National Bank, entered into a
non-qualified deferred compensation plan agreement with Paul E. Reichart, then serving as the
Corporations and the banks President and Chief Executive Officer and currently serving as Vice
Chairman of the Board. Under the Agreement, if Mr. Reichart served as an officer of the bank until
he attained 65 years of age, the bank would pay him 120 consecutive monthly payments commencing on
the first day of the month following his 65th birthday. Monthly payments under the agreement in
the amount of $1,875 each began in February,
2003. Mr. Reichart received $22,500 in 2008 from this deferred compensation arrangement reported
in the Directors Compensation table above.
10
In 1990 and again in 1994, the banks predecessor, Columbia County Farmers National Bank, entered
into two non-qualified deferred fee agreements with Elwood R. Harding, Jr., to establish for him
separate non-qualified deferred compensation plans. Each of these plans was limited to a four-year
fee deferral period. Interest accrued on the cumulative balances of the plans in 2008 at the rate
of 8% per annum, resulting in interest earnings accrued of $14,144 reported in the Directors
Compensation table above. The plans provided for a payout to Mr. Harding at age 65. In 2008, Mr.
Harding requested and the bank agreed to amend the plans to provide for an early payout on January
2, 2009 of the aggregate accrued balance under the plans on December 31, 2008 of $190,834. The
bank had purchased life insurance policies (designating the bank as beneficiary) on the life of Mr.
Harding intended to fund the banks obligations and related costs under the plans. As of December
31, 2008, the net cash surrender value of these insurance policies was $239,800.
Directors have the option of receiving or deferring their directors fees under a directors
deferred fee plan established in 2003 which allows a participating director to defer all or a
portion of such fees until the year following the expiration of the directors term. Each year, the
director has the option of participating for that year. Payments are then made over specified
terms under these arrangements for up to a ten-year period. Interest is to accrue on these
deferred fees at a five-year certificate of deposit rate, which was 4.62% in 2008. The current
certificate of deposit rate will reset in January 2013. Three directors, Robert M. Brewington, Jr.,
Willard H. Kile, Jr. and W. Bruce McMichael, Jr. have elected to participate in this program. At
December 31, 2008, the accrued balance for Mr. Brewington was $85,042; for Mr. Kile was $99,585;
and for Mr. McMichael was $47,645. The amount of interest earned and accrued in 2008 for each such
participant is reported in the Directors Compensation table above.
On January 1, 2009, a new directors deferred fee plan was implemented. Each year, a participating
director has the option of participating for that year. Payments are then made over specified
terms under these arrangements up to a ten-year period. Interest is to accrue on these deferred
fees at a five-year certificate of deposit rate, which is 4% for 2009. The current certificate of
deposit rate will reset in January 2014. Two directors, Robert M. Brewington, Jr. and Willard H.
Kile, Jr., have elected to participate in this program.
EXECUTIVE COMPENSATION
The bank has an Executive Committee, comprised of nine directors, which reviews human resource
matters. The Executive Committee discusses and reviews evaluations of and compensation for all
management positions within the bank.
Because all of our independent directors deem executive compensation to be very important to the
overall development and performance of the Corporation, they sit as our Committee on Executive
Compensation and are solely responsible for compensation decisions involving Messrs. Halterman,
Diehl and Wenner. Mr. Diehl and Mr. Halterman do not participate in discussions and decisions
concerning their own individual performance and compensation, but did participate in discussions
and decisions regarding Mr. Wenners performance and compensation.
Over the past year, the Board, sitting as the Committee on Executive Compensation, met one time to
discuss the performance of the executive officers in the previous year and to compare their
performance with peers. Moreover, the Executive Committee met two times since the merger to
discuss the performance of all the officers excluding the executive officers. Officers salaries
were also compared with peer reports.
Annual compensation for our senior executives includes salary, bonus and the banks contribution to
the executives 401K profit sharing plan. This is similar to the compensation programs for most of
our peer group banking companies.
11
We considered Messrs. Diehls and Wenners pay and annual bonus appropriate because of their roles
in creating a culture of high performance with high integrity and in leading the Corporation to
strong financial results in 2008:
|
|
|
Revenues increased 47.9% to $24,837,000 |
|
|
|
|
Earnings from continuing operations grew 16.3% to $3,078,000 |
|
|
|
|
Loans increased 98.2% to $320,068,000 |
|
|
|
|
Return on average total capital was 6.91% |
In addition, we considered Messrs. Diehls and Wenners leadership in meeting the operational and
strategic goals established for the bank in the beginning of 2008.
The following table sets forth information for the year ended December 31, 2008, concerning the
compensation of the Companys principal executive officer and the one other executive officer whose
total compensation was $100,000 (the Named Executive Officers).
2008 SUMMARY COMPENSATION TABLE
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|
|
Change in |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Stock |
|
Nonqual- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
ified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
Deferred |
|
|
|
|
Name and |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Compen- |
|
Comp. |
|
All Other |
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards ($) |
|
Awards ($) |
|
sation ($) |
|
Plans ($) |
|
Compensa- |
|
|
Position |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
(9) |
|
(10) |
|
(11) |
|
(12) |
|
tion ($) |
|
Total ($) |
Lance O. Diehl,
President & Chief |
|
|
2008 |
|
|
|
152,885 |
|
|
|
41,000 |
(1) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
25,017 |
|
|
|
38,364 |
(2) |
|
|
257,266 |
|
Executive Officer |
|
|
2007 |
|
|
|
150,000 |
|
|
|
30,400 |
(3) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
23,127 |
|
|
|
36,476 |
(4) |
|
|
240,003 |
|
Edwin A. Wenner,
Chief Operating |
|
|
2008 |
|
|
|
127,404 |
|
|
|
30,000 |
(5) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
52,517 |
|
|
|
20,293 |
(6) |
|
|
230,214 |
|
Officer |
|
|
2007 |
|
|
|
125,000 |
|
|
|
24,600 |
(7) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
48,554 |
|
|
|
19,867 |
(8) |
|
|
218,021 |
|
|
|
|
(1) |
|
Includes a $6,000 cash bonus representing 4% of 2007 base salary awarded to all full time
employees of the bank and paid in 2008, and a $35,000 discretionary bonus paid in 2008. |
|
(2) |
|
Includes $12,500 as the payment of directors fees; $6,167 representing the banks matching
contribution to Mr. Diehls 401K plan; $13,076 as car expense; $738 as cellphone expense;
$1,459 as cafeteria plan benefits; $748 as term life insurance and bank-owned life insurance
premium payments; $600 as a partial corporate membership in the Berwick Golf Club; and $3,076
for various meal and travel expenses. |
|
(3) |
|
Includes a $5,400 cash bonus representing 4% of 2006 base salary awarded to all full time
employees of the bank and paid in 2007, and a $25,000 discretionary bonus paid in 2007. |
|
(4) |
|
Includes $12,500 as the payment of directors fees; $7,303 representing the banks matching
contribution to Mr. Diehls 401K plan; $11,441 as car expense; $880 as cellphone expense;
$1,477 as cafeteria plan benefits; $743 as term life insurance and bank-owned life insurance
premium payments; $600 as a partial corporate membership in the Berwick Golf Club; and $1,532
for various meal and travel expense. |
|
(5) |
|
Includes a $5,000 cash bonus representing 4% of 2007 base salary awarded to all full time
employees of the bank and paid in 2008, and a $25,000 discretionary bonus paid in 2008. |
|
(6) |
|
Includes $6,296 representing the banks matching contribution to Mr. Wenners 401K plan; $834
as cellphone expense; $7,614 as cafeteria plan benefits; $3,514 as term life insurance and
bank-owned life insurance premium payments; $600 as a partial corporate membership in the
Berwick Golf Club; and $1,435 for various meal and travel expenses. |
12
|
|
|
(7) |
|
Includes a $4,600 cash bonus representing 4% of 2006 base salary awarded to all full time
employees of the bank and paid in 2007, and a $20,000 discretionary bonus. |
|
(8) |
|
Includes $5,984 representing the banks matching contribution to Mr. Wenners 401K plan; $877
as cellphone expense; $7,545 as cafeteria plan benefits; $3,450 as term life insurance and
bank-owned life insurance premium payments; $600 as a partial corporate membership in the
Berwick Golf Club; and $1,411 for various meal and travel expenses. |
|
(9) |
|
No Stock Awards were made by the Corporation in 2008. |
|
(10) |
|
No Option Awards were made by the Corporation in 2008.
|
|
(11) |
|
No Non-stock Incentive Plan Compensation was paid by the Corporation in 2008. |
|
(12) |
|
Amounts reported are the increase in the aggregate balance under supplemental executive
retirement plans described below under Deferred Compensation Agreements. |
In November, 2007, in connection with the Agreement and Plan of Merger between the Corporation and
Columbia Financial Corporation, the Corporation and the Bank entered into Employment Agreements
with Mr. Diehl and Mr. Wenner. The terms of the Agreements are twenty-four months, commencing July
18, 2008, the effective date of the merger with Columbia Financial Corporation. The terms of each
Executives employment shall be automatically extended for successive additional terms of one year
each, unless the Executive or the Employers give written notice to the other on or before the first
day of the fourth month prior to the Termination Date of the then current term of intention not to
renew.
Under the terms and conditions of the Agreements, Mr. Diehl is entitled to receive an annual base
salary of not less than $150,000 and Mr. Wenner of not less than $125,000. Increases in
compensation will be determined in accordance with the annual performance evaluation by the Board
of Directors. In December 2008 the Board of Directors approved annual base salaries for 2009 of
$190,000 for Mr. Diehl and $140,000 for Mr. Wenner. An Executive may terminate his employment upon
one hundred twenty (120) days written notice. In the event the Employment Agreement is terminated
by the Employers without cause, or by the Executive for good reason, the Bank shall pay the
Executive his then current Annual Base Salary (minus applicable taxes and withholdings) prorated
through the date of termination, together with the dollar value of any accrued vacation and the
amount of any unreimbursed business expenses as of the date of termination, plus an amount equal to
one times the Executives Annual Base Salary (minus applicable taxes and withholdings), unless, in
the case of Mr. Diehl, the termination occurs within twelve (12) months after the occurrence of a
Change in Control, in which case the Employers shall pay to Mr. Diehl an amount equal to 2.99 times
his Annual Base Salary (minus applicable taxes and withholdings). The Executive also will be
entitled to the continuation of life insurance, health and dental plans and other employee benefits
made available to and on a cost basis consistent with all employees of the Employers for one (1)
year after termination, unless in the case of Mr. Diehl, such termination occurs within twelve (12)
months after the occurrence of a Change in Control, in which event it shall be for three (3) years.
The Agreements also provide for a restrictive covenant prohibiting the Executive from competing
with the Corporation for a period of two years, in the case of Mr. Diehl, and one year, in the case
of Mr. Wenner, after termination of employment.
DEFERRED COMPENSATION AGREEMENTS
In 2003, the banks predecessor, Columbia County Farmers National Bank, entered into supplemental
executive retirement plan agreements with Mr. Diehl and Mr. Wenner to provide supplemental
retirement benefits commencing with retirement after having attained the normal retirement age of
60 specified in the agreements. The agreements provide for normal retirement benefits paid monthly
over a 15 year period commencing the month following the executives 60th birthday, at a
rate of $90,000 per year for Mr. Diehl and $50,000 per year for Mr. Wenner. If the executives
employment is terminated before normal retirement age absent a change in control and other than by
the bank for cause, the benefit payable to the executive will be the amount accrued in accordance
with generally accepted accounting principles in the banks accounting records on the date of
termination of employment. If the executive is employed by the Bank at the time of a change in
control, the executive will automatically become entitled to the normal retirement benefit
described above. If the executive would die before reaching normal retirement age, a death benefit
would be paid to his beneficiary in the amount of $640,000 in the case of Mr. Diehl and
$355,000 in the case of Mr. Wenner. The executives right to the benefits provided under the
Agreement is subject to the following vesting schedules:
13
|
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For Mr. Diehl: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior to 5 years |
|
|
0 |
% |
|
|
|
|
After 5 years |
|
|
25 |
% |
|
|
|
|
Each additional year |
|
|
5 |
% |
|
|
|
|
After 20 years |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
For Mr. Wenner: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prior to 5 years |
|
|
0 |
% |
|
|
|
|
After 5 years |
|
|
50 |
% |
|
|
|
|
Each additional year |
|
|
10 |
% |
|
|
|
|
After 10 years |
|
|
100 |
% |
The following tables present information about the supplemental non-qualified retirement benefits
for Mr. Diehl and Mr. Wenner.
PENSION BENEFITS
|
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Present Value |
|
|
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|
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|
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Number of Years |
|
|
of |
|
|
Payment |
|
|
|
|
|
Credited |
|
|
Accumulated |
|
|
During Last |
|
Name |
|
Plan Name |
|
Service (#) |
|
|
Benefit ($) |
|
|
Fiscal Year ($) |
|
Lance O. Diehl, |
|
Non Qualified |
|
53/4 |
|
| |
114,831 |
|
|
-0- |
| |
President and Chief |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer |
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
Edwin A. Wenner, |
|
Non Qualified |
|
53/4 |
|
|
|
244,175 |
|
|
-0- |
| |
Chief Operating Officer |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Plan |
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|
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|
NON-QUALIFIED DEFERRED COMPENSATION
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
Executive |
|
Bank |
|
Aggregate |
|
|
|
|
Contributions in |
|
Contributions |
|
Withdrawals/Distributions |
|
Aggregate Balance at |
Name |
|
2008 ($) (1) |
|
in 2008 ($) |
|
($) (2) |
|
December 31, 2008 ($) |
Lance O. Diehl,
President and Chief
Executive Officer |
|
|
0 |
|
|
$ |
25,017 |
|
|
|
0 |
|
|
$ |
114,831 |
|
Edwin A. Wenner,
Chief Operating
Officer |
|
|
0 |
|
|
$ |
52,517 |
|
|
|
0 |
|
|
$ |
244,175 |
|
|
|
|
(1) |
|
The supplemental non-qualified retirement plans do not allow executive contributions. |
|
(2) |
|
Messrs. Diehl and Wenner have not attained retirement; hence there were no
withdrawals or distributions in 2008. |
CERTAIN TRANSACTIONS AND RELATIONSHIPS
During 2008, some of the directors and executive officers of the Corporation, members of their
immediate families and some of the companies with which they are associated, had banking
transactions in the
ordinary course of business with the bank and may be expected to have similar transactions in the
future. These transactions are made on substantially the same terms including interest rates,
collateral requirements, and repayment terms, as those prevailing at the time for comparable
transactions with non
14
affiliated persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.
AUDIT COMMITTEE REPORT
The Audit Committee is made up of the following directors: Willard H. Kile, Jr. (Chairman), Robert
M. Brewington, Jr., Edward L. Campbell, Frank D. Gehrig, William F. Gittler, Jr., Mary Ann B.
Naugle and Andrew B. Pruden. The Audit Committee met 4 times in 2008. The Audit Committee
operates pursuant to a charter. The audit committee charter is available on our website at
www.firstcolumbiabank.com.
Each member of the Audit Committee meets the independence standards contained in Rule 4200(a)(15)
of the listing rules for The NASDAQ Stock Market. The Audit Committee membership currently does
not include an individual who satisfies the literal and exact definition of a financial expert,
as promulgated by the SEC. Our Board considers each member of the Audit Committee to be
financially literate and several members have significant financial qualifications. These
qualifications, in total, however, are not those specifically required by the SEC in order to
qualify as a financial expert. The Board has reviewed the qualifications of the Audit Committee
and is satisfied that the current membership is more than sufficiently qualified to carry out its
responsibilities. In addition, the Audit Committee is independently empowered to engage
consultants and experts should it feel necessary to do so to gain additional expertise on a given
matter. The Board is continuing to review its composition and may look to add to its membership in
the future an individual who satisfies the strict definition of a financial expert.
The Audit Committee, on behalf of the Board, oversees the Corporations financial reporting
process. In fulfilling its oversight responsibilities, the Audit Committee reviewed with
management the audited financial statements and the footnotes to these statements in the
Corporations fiscal year 2008 Annual Report to Shareholders and discussed with management the
quality, not just the acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in the financial statements.
The Corporations external auditors are responsible for expressing an opinion on the conformity of
the Corporations audited financial statements to generally accepted accounting principles. The
Audit Committee reviewed and discussed with the external auditors their judgments as to the
quality, not just the acceptability, of the Corporations accounting principles and such other
matters as are required to be discussed by the Audit Committee with the Corporations external
auditors under generally accepted auditing standards. The Corporations external auditors have
expressed the opinion that the Corporations audited financial statements conform to generally
accepted accounting principles.
The Audit Committee discussed with the external auditors their independence from management and the
Corporation, and received the written disclosures concerning the external auditors independence
required by the Public Company Accounting Oversight Board to be made by the external auditors to
the Corporation.
Over the past year, the Audit Committee discussed with the Corporations external auditors the
overall scope and plans for their respective audits. The Audit Committee met with the external and
internal auditors to discuss the results of their examinations, their evaluations of the
Corporations internal controls and the overall quality of the Corporations financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2008, to be filed with the Securities and Exchange
Commission. The Audit Committee also selected J. H. Williams & Co., LLP, Certified Public Accountants,
to serve as the Corporations external auditors for the year ending December 31, 2009.
Submitted by the members of the Audit Committee:
15
Willard H. Kile, Jr., Chair
Robert M. Brewington, Jr.
Edward L. Campbell
Frank D. Gehrig
William F. Gittler, Jr.
Mary Ann B. Naugle
Andrew B. Pruden
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed J. H. Williams & Co., LLP, (JH Williams) certified public
accountants, as the Corporations independent registered public accounting firm to audit the
financial statements of the Corporation for the year ended December 31, 2008.
A member of JH Williams will be present at the annual meeting, and will have the opportunity to
make a statement and be available to respond to appropriate questions by stockholders.
FEES PAID TO J. H. WILLIAMS & CO., LLP
Aggregate fees for professional services for the Corporation by JH Williams for the years ended
December 31, 2008 and 2007 were:
|
|
|
|
|
|
|
|
|
($ in thousands) |
|
2008 |
|
|
2007 |
|
|
Audit |
|
|
104,900 |
|
|
|
71,300 |
|
Audit Related & Due Diligence |
|
|
6,800 |
|
|
|
18,237 |
|
Tax |
|
|
6,100 |
|
|
|
6,100 |
|
All Other |
|
|
0 |
|
|
|
0 |
|
|
Total |
|
$ |
117,800 |
|
|
$ |
95,637 |
|
|
|
|
|
|
|
|
|
|
Audit fees Audit fees for 2008 and 2007 were $104,900 and $71,300, respectively, for the annual
audit and quarterly reviews of the consolidated financial statements for services related to
attestation reports required by statute or regulation and consents in respect of Securities and
Exchange Commission filings.
Audit-related fees Audit-related fees for 2008 and 2007 were $6,800 and $18,237 respectively,
and are comprised of assurance and related services that are traditionally performed by the
independent registered public accounting firm. These services include attest and agreed-upon
procedures not required by statute or regulation, which address accounting, reporting and control
matters with respect to the trust department and retail sales of non-deposit investment products of
the bank. Due diligence regarding the merger with Columbia Financial Corporation accounted for the
excess audit related fees for 2007.
Tax fees Tax fees for 2008 and 2007 were each $6,100 for tax return compliance, tax advice and
tax planning.
All other fees The Corporations current policy restricts the use of JH Williams to audit,
audit-related and tax services only.
16
AUDIT COMMITTEE PROCEDURES
The Corporations policy on the use of JH Williams services is not to engage its registered
independent accounting firm for services other than audit, audit-related and tax services.
The terms and fees for the annual audit service engagement must be pre-approved by the Audit
Committee. Additionally, all fees for audit, audit-related and tax services must be approved by
the Audit Committee and any fees in excess of budgeted fees must also be specifically approved by
the Audit Committee.
OTHER INFORMATION
THIS SECTION SETS OUT OTHER INFORMATION YOU SHOULD KNOW BEFORE YOU VOTE.
OTHER PROPOSED ACTION
The Board of Directors is not aware of any other matters to be presented at the meeting. If any
other matters should properly come before the meeting, the persons named in the enclosed proxy form
will vote the proxies in accordance with the directions of the Board of Directors.
STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
Stockholder proposals for the 2010 Annual Meeting must be received by December 1, 2009 to be
considered for inclusion in the Corporations 2010 Proxy Statement. Stockholder proposals for the
2010 Annual Meeting for which the proponents do not desire them to be included in the 2010 Proxy
Statement must be received by February 14, 2010. Such proposals should be addressed to the
Secretary.
CONSENT TO ELECTRONIC DELIVERY OF PROXY MATERIALS
Stockholders may access this Proxy Statement and our Annual Report on Form 10-K by the Internet at
www.firstcolumbiabank.com by following the instructions outlined on that website.
For future annual meetings of stockholders, stockholders may consent to delivery of proxy
materials, including the Notice of Internet Availability of Proxy Materials, by email rather than
receiving them by mail. To receive proxy materials by email you will need access to a computer and
an email account. To sign up for email delivery, when voting using the Internet at
www.firstcolumbiabank.com, when prompted, indicate that you agree to receive proxy
materials by email in future years.
Stockholders may revoke their request for email delivery at any time without charge by contacting
our Corporate Secretary, CCFNB Bancorp, Inc., 232 East Street, Bloomsburg, PA 17815 or by
telephone (570) 387 4662. If you hold your shares through a bank or brokerage firm or other
nominee, you may choose email delivery by contacting your nominee.
17
CCFNB BANCORP, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 19, 2009
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
As an alternative to completing this form, you may vote by telephone at 1-800-PROXIES, or via the
Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number
and Account Number shown on your proxy card.
The undersigned hereby constitutes and appoints Elaine M. Edwards and Nancy L. Housenick and
each and any of them, proxies of the undersigned, with full power of substitution, to vote all of
the shares of CCFNB Bancorp, Inc. (the Corporation) that the undersigned may be entitled to vote
at the Annual Meeting of Stockholders of the Corporation to be held at First Columbia Bank & Trust
Co., 992 Central Road, Bloomsburg, PA 17815, on May 19, 2009 at 10:00 a.m. and at any adjournment
or postponement thereof as follows:
(PLEASE DATE AND SIGN ON REVERSE SIDE)
ANNUAL MEETING OF STOCKHOLDERS OF
CCFNB BANCORP, INC.
May 19, 2009
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Annual Meeting, Annual Report on Form 10-K, Proxy Statement and Proxy Card
are available at http://www.amstock.com/ProxyServices/ViewMaterials.asp
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
ê Please detach along perforated line and mail in the envelope provided. ê
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g 20600000000000001000 1
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051909 |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL 1
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
1. ELECTION OF CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR TERM:
|
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FOR ALL NOMINEES |
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WITHHOLD AUTHORITY FOR ALL NOMINEES |
|
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FOR ALL EXCEPT (See instructions below) |
|
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NOMINEES: |
¡
|
|
Edward L. Campbell |
¡
|
|
Robert W. Dillon |
¡
|
|
Frank D. Gehrig |
¡
|
|
Elwood R. Harding, Jr. |
¡
|
|
Mary Ann B. Naugle |
¡
|
|
Andrew B. Pruden |
|
|
|
INSTRUCTIONS: |
|
To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
l
|
|
|
|
To change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s) on the
account may not be submitted via this method.
|
|
¨ |
This proxy, when properly executed, will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR the election of the Class 3
Director nominees listed.
In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the annual meeting and any adjournment or postponement thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement dated March 30, 2009, and hereby revoke(s) all other proxies heretofore given by the
undersigned in connection with this meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN, DATE AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. THIS PROXY IS
REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED AND MAY BE WITHDRAWN IF YOU ELECT TO ATTEND THE
MEETING, GIVE WRITTEN NOTIFICATION TO THE SECRETARY OF CCFNB BANCORP, INC. AND VOTE IN PERSON.
Yes, I(we) plan to attend the Annual Meeting.
¨
Light refreshments will be served; however, lunch will not be provided.
Signature of Stockholder
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Date: |
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Signature of Stockholder |
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Date:
|
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|
Note: |
|
Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full
title as such. If signer is a partnership, please sign in partnership name by authorized
person. |
ANNUAL MEETING OF STOCKHOLDERS OF
CCFNB BANCORP, INC.
May 19, 2009
PROXY VOTING INSTRUCTIONS
INTERNET - Access www.voteproxy.com and follow the on-screen instructions.
Have your proxy card available when you access the web page, and use the Company Number and Account
Number shown on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or
1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions.
Have your proxy card available when you call and use the Company Number and Account Number shown on
your proxy card.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER
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|
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Annual Meeting, Annual Report on Form
10-K, Proxy Statement and Proxy Card are available at http://www.amstock.com/ProxyServices/ViewMaterials.asp
ê Please detach along perforated line and mail in the envelope provided. IF you are not voting via telephone or the Internet. ê
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL 1
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
1. ELECTION OF CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR TERM:
|
|
|
|
|
FOR ALL NOMINEES |
|
|
|
WITHHOLD AUTHORITY FOR ALL NOMINEES |
|
|
|
FOR ALL EXCEPT (See instructions below) |
|
|
|
NOMINEES: |
¡
|
|
Edward L. Campbell |
¡
|
|
Robert W. Dillon |
¡
|
|
Frank D. Gehrig |
¡
|
|
Elwood R. Harding, Jr. |
¡
|
|
Mary Ann B. Naugle |
¡
|
|
Andrew B. Pruden |
|
|
|
INSTRUCTIONS: |
|
To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT and fill in the circle next to each nominee you wish to withhold, as shown here:
l |
|
|
|
To change the address on your account, please check the box at right and indicate your new
address in the address space above. Please note that changes to the registered name(s) on the
account may not be submitted via this method.
|
|
¨ |
This proxy, when properly executed, will be voted in the manner directed by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR the election of the Class 3
Director nominees listed.
In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the annual meeting and any adjournment or postponement thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement dated March 30, 2009, and hereby revoke(s) all other proxies heretofore given by the
undersigned in connection with this meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE SIGN, DATE AND RETURN THIS
PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. THIS PROXY IS
REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED AND MAY BE WITHDRAWN IF YOU ELECT TO ATTEND THE
MEETING, GIVE WRITTEN NOTIFICATION TO THE SECRETARY OF CCFNB BANCORP, INC. AND VOTE IN PERSON.
Yes, I(we) plan to attend the Annual Meeting.
¨
Light refreshments will be served; however, lunch will not be provided.
Signature of Stockholder
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Date: |
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Signature of Stockholder |
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|
Date:
|
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|
Note: |
|
Please sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor, administrator,
attorney, trustee or guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full
title as such. If signer is a partnership, please sign in partnership name by authorized
person. |
Important Notice of Availability of Proxy Materials for the Stockholders Meeting of
CCFNB BANCORP, INC.
To Be Held On:
May 19, 2009 at 10:00 A.M.
First Columbia Bank & Trust Co.
992 Central Road, The Former State Farm Building across from the Inn at Turkey Hill
Bloomsburg, Pennsylvania
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COMPANY NUMBER
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ACCOUNT NUMBER
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CONTROL NUMBER
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This communication presents only an overview of the more complete proxy materials that are
available to you on the Internet. We encourage you to access and review all of the important
information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There
is no charge to you for requesting a copy. To facilitate timely delivery please make the request
as instructed below before 5/12/09.
Please visit www.firstcolumbiabank.com, where the following materials are available for
view via the American Stock Transfer link:
|
|
Notice of Annual Meeting of Stockholders |
|
|
|
Proxy Statement |
|
|
|
Form of Electronic Proxy Card |
|
|
|
Annual Report on Form 10-K |
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|
TO REQUEST MATERIAL:
|
|
TELEPHONE: 866-668-8562 |
|
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|
E-MAIL: info@amstock.com WEBSITE: |
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|
http://www.amstock.com/proxyservices/requestmaterials.asp |
|
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TO VOTE:
|
|
ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen
instructions. You may enter your voting instructions at
www.voteproxy.com up until 11:59 PM Eastern Time the day before the
cut-off or meeting date. |
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- OR - |
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IN PERSON: You may vote your shares in person by attending the Annual Meeting. |
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- OR - |
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TELEPHONE: To vote by telephone, please visit https://secure.amstock.com/voteproxy/login2.asp to view the
materials and to obtain the toll free number to call. |
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- OR - |
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MAIL: You may request a proxy card by following the instructions above. |
1. ELECTION OF CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR TERM:
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NOMINEES: |
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Edward L. Campbell
Robert W. Dillon
Frank D. Gehrig
Elwood R. Harding, Jr.
Mary Ann B. Naugle
Andrew B. Pruden |
Please note that you cannot use this notice to vote by mail.
In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the annual meeting and any adjournment or postponement thereof.