o
|
Preliminary
Proxy Statement
|
o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
o |
Definitive
Additional Materials
|
o |
Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12
|
þ |
No
fee required
|
o |
Fee
Computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
o |
Fee
paid previously with preliminary
materials.
|
o |
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
(1)
|
To
elect four (4) directors for three-year terms, and until their successors
are elected and qualified; and
|
(2)
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. Management is not aware of any
other
business.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
William
J. Small
|
|
Chairman,
President and Chief Executive
Officer
|
YOU
ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN
IF YOU
PLAN TO BE PRESENT, WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN
THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED OR FOLLOW THE
INSTRUCTIONS ON THE PROXY CARD FOR VOTING BY TELEPHONE OR OVER
THE
INTERNET. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE EITHER
IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR
IN PERSON
AT ANY TIME BEFORE IT IS
EXERCISED.
|
The
current composition of the Board is:
|
|
Directors
whose terms expire at this Annual Meeting
|
John
L. Bookmyer
|
Stephen
L. Boomer
|
|
Peter
A. Diehl
|
|
William
J. Small
|
|
Directors
whose terms expire at 2008 Annual Meeting
|
Dr.
John U. Fauster III
|
James
L. Rohrs
|
|
Thomas
A. Voigt
|
|
Directors
whose terms expire at 2009 Annual Meeting
|
Douglas
A. Burgei
|
Dwain
I. Metzger
|
|
Gerald
W. Monnin
|
|
Samuel
S. Strausbaugh
|
Your
Board Recommends That Shareholders
Vote
FOR All Four Nominees Listed Below.
|
John
L. Bookmyer
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
42
2005
Chairman
of the Audit Committee, Member
of
Compensation Committee
Executive
Vice President and Chief
Operating
Officer of Blanchard Valley
Health
System, Findlay OH since 2000
|
||
|
||||
Stephen
L. Boomer
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
56
1994
Member
of Executive, Audit,
Compensation
and Corporate Governance
Committees.
Mr. Boomer also serves as
Lead
Independent Director
CEO
and President, Arps Dairy, Inc.,
Defiance,
OH since 1997
|
||
Peter
A. Diehl
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
56
1998
Chairman
of Compensation Committee
and
Member of Audit and Long-Range
Planning
Committee. Member of
Executive
Committee on a rotating basis
Retired.
Formerly President and CEO of
Diehl,
Inc., Defiance OH from April
1996
to May 2006.
|
||
William
J. Small
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
56
1998
Chairman
of Executive Committee
President,
Chairman of the Board and
Chief
Executive Officer of First
Defiance
and Chairman of the Board
and
Chief Executive Officer of First
Federal
since January 1, 1999.
|
John
U. Fauster, III
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
69
1975
Member
of Long-Range Planning and
Corporate
Governance Committees.
Member
of Executive Committee on a
rotating
basis.
Retired
from private practice of dentistry
since
2000
|
||
|
||||
James
L. Rohrs
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
59
2002
Member
of Executive Committee
Executive
Vice President of First Defiance
and
President and Chief Operating
Officer
of First Federal since August 1999
|
||
Thomas
A. Voigt
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
64
1995
Chairman
of Long-Range Planning
Committee
and Member of Compensation
and
Corporate Governance Committees.
Member
of Executive Committee on a
rotating
basis.
Vice
President and General Manager of
Bryan
Publishing Company, Bryan, OH
since
1980
|
Douglas
A. Burgei
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
52
1995
Chairman
of Corporate Governance
Committee
and Member of Long-Range
Planning
Committee. Member of
Executive
Committee on a rotating basis.
Veterinarian
at Napoleon Veterinary
Clinic,
Napoleon OH since 1978;
Co-Owner
of PetVet / Pampered Pets
Bed
& Biscuit, Napoleon OH (since
2003)
and Ft. Wayne IN (since 2006).
|
||
|
||||
Dwain
I. Metzger
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
65
2005
Member
of Long-Range Planning and
Corporate
Governance Committees.
Member
of Executive Loan Committee
on
a rotating basis.
Self-Employed
Farmer since 1960
|
||
Gerald
W. Monnin
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
68
1997
Member
of Compensation, Corporate
Governance
and Long-Range Planning
Committees.
Member of Executive
Committee
on a rotating basis.
Retired
Chairman
of the Board and CEO of
Northwest
Controls, formerly of Defiance
OH
since 2003
|
||
Samuel
S. Strausbaugh
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
43
2006
Member
of Audit Committee. Member of
Executive
Committee on a rotating basis.
Co-President
and CFO of Defiance Metal
Products,
Defiance OH since September
2006.
CFO of Defiance Metal Products
from
November 1998 to September 2006.
|
Audit
|
Corporate
Governance |
Compensation
|
Long-Range
Planning |
Executive
|
||||
J.L.
Bookmyer*
|
S.L.
Boomer
|
J.L.
Bookmyer
|
D.A.
Burgei
|
S.L.
Boomer
|
||||
S.L.
Boomer
|
D.A.
Burgei*
|
S.L.
Boomer
|
P.A.
Diehl
|
D.A.
Burgei**
|
||||
P.A.
Diehl
|
J.U.
Fauster III
|
P.A.
Diehl*
|
J.U.
Fauster III
|
P.A.
Diehl**
|
||||
S.S.
Strausbaugh
|
D.I.
Metzger
|
G.W.
Monnin
|
D.I.
Metzger
|
J.U.
Fauster III**
|
||||
G.W.
Monnin
|
T.A.
Voigt
|
G.W.
Monnin
|
D.I.
Metzger**
|
|||||
T.A.
Voigt
|
T.A.
Voigt*
|
G.W.
Monnin**
|
||||||
J.L.
Rohrs
|
||||||||
W.J.
Small*
|
||||||||
S.S.
Strausbaugh**
|
||||||||
T.A.
Voigt**
|
||||||||
*
-- Chairperson
|
||||||||
**
-- Denotes Rotating Service
|
Director
|
Fees
Earned
or
Paid in
Cash
($)
|
Total
($)
|
|||||
Bookmyer,
John L.
|
$
|
34,750
|
$
|
34,750
|
|||
Boomer,
Stephen L.
|
$
|
54,900
|
$
|
54,900
|
|||
Burgei,
Douglas A.
|
$
|
35,800
|
$
|
35,800
|
|||
Diehl,
Peter A.
|
$
|
42,000
|
$
|
42,000
|
|||
Fauster,
John U. III
|
$
|
34,200
|
$
|
34,200
|
|||
Metzger,
Dwain I.
|
$
|
33,900
|
$
|
33,900
|
|||
Monnin,
Gerald W.
|
$
|
35,600
|
$
|
35,600
|
|||
Strausbaugh,
Samuel S.
|
$
|
40,600
|
$
|
40,600
|
|||
Voigt,
Thomas A.
|
$
|
37,200
|
$
|
37,200
|
Name
|
Information
about Executive Officers
|
William
J. Small
|
Chairman,
President and Chief Executive Officer of First Defiance and Chairman
and
Chief Executive Officer of First Federal
|
James
L. Rohrs
|
Executive
Vice President of First Defiance and President and Chief Operating
Officer
of First Federal
|
John
C. Wahl
|
Executive
Vice President and Chief Financial Officer of First Defiance and
First
Federal. Mr. Wahl also serves as a director of First Federal and
First
Insurance & Investments. Mr. Wahl is 46
|
Gregory
R. Allen
|
President
of First Federal’s Southern Market Area since January 2006. Prior to his
promotion to President of the Southern Market Area, Mr. Allen served
as
Executive Vice President and Chief Lending Officer of First Federal
since
1998. Mr. Allen is 43
|
·
|
Base
salary;
|
·
|
Performance-based
incentive compensation;
|
·
|
Equity
compensation;
|
·
|
Retirement
and other benefits; and
|
·
|
Perquisites
and other personal benefits.
|
·
|
First
Place Financial Corp, Warren, OH
|
·
|
Mercantile
Bank Corp., Grand Rapids, MI
|
|
·
|
Firstbank
Corp., Alma, MI
|
·
|
Oak
Hill Financial, Inc., Jackson, OH
|
|
·
|
German
American Bancorp, Inc. Jasper, IN
|
·
|
Ohio
Valley Banc Corp., Gallipolis, OH
|
|
·
|
Horizon
Bancorp, Inc., Michigan City, IN
|
·
|
Old
Second Bancorp, Inc., Aurora, IL
|
|
·
|
Integra
Bank Corp., Evansville, IN
|
·
|
Peoples
Bancorp Inc., Marietta, OH
|
|
·
|
Lakeland
Financial Corp., Warsaw, IN
|
·
|
Pinnacle
Financial Partners, Inc., Nashville, TN
|
|
·
|
LNB
Bancorp Inc., Lorain, OH
|
·
|
Princeton
National Bancorp, Inc., Princeton, IL
|
|
·
|
Macatawa
Bank Corp., Holland, MI
|
·
|
QCR
Holdings, Inc., Moline, IL
|
|
·
|
MBT
Financial Corp., Monroe, MI
|
·
|
S
Y
Bancorp, Inc., Louisville, KY
|
Named
Executive Officer
|
Bonus
Potential
at
Target
(%
of Base Salary)
|
Bonus
Potential
at
Target
($)
|
|||||
William
J. Small
|
45
|
%
|
$
|
115,762
|
|||
John
C. Wahl
|
35
|
%
|
$
|
54,565
|
|||
James
L. Rohrs
|
35
|
%
|
$
|
62,422
|
|||
Gregory
R. Allen
|
35
|
%
|
$
|
50,750
|
Bonus
Formula Component
|
Threshold
(50%
Payout)
|
Target
(100%
Payout)
|
Maximum
(150%
Payout)
|
|||||||
Earnings
Per Share (50% weighting)
|
$
|
2.01
|
$
|
2.13
|
$
|
2.77
|
||||
Revenue
Growth1
(25% weighting)
|
10.0
|
%
|
13.16
|
%
|
25.0
|
%
|
||||
Efficiency
Ratio2
(25% weighting)
|
67.8
|
%
|
64.8
|
%
|
59.8
|
%
|
||||
1
-
Revenue growth is determined based on net interest income after provision
for loan losses plus non-interest income.
|
||||||||||
2
-
Efficiency ratio is determined by dividing non-interest expense by
the sum
of net interest income plus non-interest
income.
|
Bonus
Component
|
Actual
Result
|
Payout
Percentage
Achieved
|
Weighting
%
|
Computed
Factor
|
|||||||||
Earnings
Per Share
|
$
|
2.18
|
103.85
|
%
|
x |
50
|
%
|
= |
51.92
|
%
|
|||
Revenue
Growth
|
11.51
|
%
|
73.87
|
%
|
x |
25
|
%
|
= |
18.47
|
%
|
|||
Efficiency
Ratio
|
63.63
|
%
|
111.70
|
%
|
x |
25
|
%
|
= |
27.93
|
%
|
|||
Total
Bonus Payout Percentage
|
98.32
|
%
|
Named
Executive
Officer
|
Target
Bonus
Potential
($)
|
Bonus
Payout
(%)
|
Bonus
Amount
($)
|
|||||||
William
J. Small
|
$
|
115,762
|
X |
98.32
|
%
|
= |
$
113,818
|
|||
John
C. Wahl
|
$
|
54,565
|
X |
98.32
|
%
|
= |
$
53,648
|
|||
James
L. Rohrs
|
$
|
62,422
|
X |
98.32
|
%
|
= |
$
61,374
|
|||
Gregory
R. Allen
|
$
|
50,750
|
X |
98.32
|
%
|
= |
$
49,897
|
THE
COMPENSATION COMMITTEE
|
|
Peter
Diehl, Chairman
|
|
John
Bookmyer
|
|
Stephen
Boomer
|
|
Gerald
W. Monnin
|
|
Thomas
A. Voigt
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(i)
|
(j)
|
|||||||||||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)(3)
|
All
Other
Compen-sation
($)(4)
|
Total
($)
|
|||||||||||||||
William
J. Small
Chairman
of the Board
&
Chief Executive Officer
|
2006
|
$
|
257,250
|
−
|
$
|
4,160
|
$
|
113,818
|
$
|
31,257
|
$
|
406,485
|
||||||||||
John
C. Wahl
Executive
Vice President
&
Chief Financial Officer
|
2006
|
$
|
155,900
|
−
|
$
|
8,976
|
$
|
53,648
|
$
|
28,144
|
$
|
246,668
|
||||||||||
James
L. Rohrs
Executive
Vice President
&
President of First
Federal
Bank
|
2006
|
$
|
178,350
|
$
|
17,427
|
$
|
26,281
|
$
|
61,374
|
$
|
35,378
|
$
|
318,810
|
|||||||||
Gregory
R. Allen
First
Federal Bank
President
of Southern
Market
Area
|
2006
|
$
|
145,000
|
−
|
$
|
32,942
|
$
|
49,897
|
$
|
44,020
|
$
|
271,859
|
(1)
|
The
amount in column (e) reflects amounts for grants made in 2001 to
the
extent the vesting period for such grant fell in
2006.
|
(2)
|
The
amounts in column (f) reflect the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31,
2006,
in accordance with FAS 123(R) of awards pursuant to the Stock Option
Plans
and thus include amounts from awards granted in and prior to 2006.
Assumptions used in the calculation of this amount are included in
footnote 2 to the Company’s audited financial statements for the fiscal
year ended December 31, 2006 included in the Company’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March
15,
2007.
|
(3)
|
The
amounts in column (g) reflect the cash awards to the named individuals
under the Company’s Performance Based Incentive Compensation Plan which is
discussed in further detail on page 12 under the heading “Performance
Based Incentive Compensation”.
|
(4)
|
The
amount shown as “All Other Compensation” includes the following
perquisites and personal
benefits:
|
Name
|
Club
Membership
|
Personal
Use
of
Company
Automobile
|
401(k)
Match
|
ESOP
Allocation
|
Value
of
Life
Insurance
|
Tax
Gross-
ups
(a)
|
Employee
Stock
Purchase
Plan
Match
(b)
|
Other
(c)
|
|||||||||||||||||
William
J. Small
|
$
|
3,451
|
$
|
3,145
|
$
|
6,600
|
$
|
14,561
|
$
|
1,700
|
$
|
1,800
|
|||||||||||||
John
C. Wahl
|
$
|
3,451
|
$
|
2,689
|
$
|
6,600
|
$
|
13,726
|
$
|
440
|
$
|
1,238
|
|||||||||||||
James
L. Rohrs
|
$
|
3,451
|
$
|
4,917
|
$
|
6,600
|
$
|
14,561
|
$
|
1,597
|
$
|
1,800
|
$
|
2,452
|
|||||||||||
Gregory
R. Allen
|
$
|
10,943
|
$
|
2,319
|
$
|
5,172
|
$
|
12,910
|
$
|
301
|
$
|
10,575
|
$
|
1,800
|
(a)
|
Mr.
Allen’s gross-up is for a moving
allowance
|
(b)
|
First
Defiance sponsors a non-qualified Employee Stock Purchase Plan. The
Company matches 15% of all contributions up to $150 per
month.
|
(c)
|
Represents
accrued dividends and interest paid on vested Management Recognition
Plan
shares
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|||||
Name
|
Grant
Date
|
All
Other Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base Price
of
Option Awards
($
/ sh)
|
Grant
Date Fair Value
of
Stock and Option
Awards
($)
|
|||||||||
William
J. Small
|
5/21/06
|
1,000
|
$
|
26.47
|
$
|
5,980
|
|||||||
John
C. Wahl
|
5/21/06
|
1,000
|
$
|
26.47
|
$
|
5,980
|
|||||||
James
L. Rohrs
|
5/21/06
|
1,000
|
$
|
26.47
|
$
|
5,980
|
|||||||
Gregory
R. Allen
|
5/21/06
|
2,000
|
$
|
26.47
|
$
|
11,960
|
Option
Awards
|
|||||||||||||
(a)
|
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||
Name
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of Securities
Underlying
Unexercised
Options(1)
(#)
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|||||||||
William
J. Small
|
600
|
400
|
$
|
19.53
|
04/20/2013
|
||||||||
400
|
600
|
$
|
27.13
|
04/18/2014
|
|||||||||
200
|
800
|
$
|
25.89
|
04/18/2015
|
|||||||||
|
− |
1,000
|
$
|
26.47
|
05/21/2016
|
||||||||
|
|||||||||||||
John
C. Wahl
|
10,000
|
−
|
$
|
13.00
|
04/18/2007
|
||||||||
3,000
|
2,000
|
$
|
19.53
|
04/20/2013
|
|||||||||
400
|
600
|
$
|
27.13
|
04/18/2014
|
|||||||||
400
|
1,600
|
$
|
25.89
|
04/18/2015
|
|||||||||
|
−
|
1,000
|
$
|
26.47
|
05/21/2016
|
||||||||
|
|||||||||||||
James
L. Rohrs
|
25,000
|
−
|
$
|
11.56
|
08/29/2009
|
||||||||
600
|
−
|
$
|
10.52
|
12/17/2010
|
|||||||||
40,000
|
−
|
$
|
14.00
|
09/16/2011
|
|||||||||
3,000
|
2,000
|
$
|
19.53
|
04/20/2013
|
|||||||||
400
|
600
|
$
|
27.13
|
04/18/2014
|
|||||||||
400
|
1,600
|
$
|
25.89
|
04/18/2015
|
|||||||||
|
−
|
1,000
|
$
|
26.47
|
05/21/2016
|
||||||||
|
|||||||||||||
Gregory
R. Allen
|
11,700
|
−
|
$
|
14.00
|
09/16/2011
|
||||||||
3,000
|
2,000
|
$
|
19.56
|
01/19/2013
|
|||||||||
3,000
|
2,000
|
$
|
19.53
|
04/20/2013
|
|||||||||
2,000
|
3,000
|
$
|
27.13
|
04/18/2014
|
|||||||||
400
|
1,600
|
$
|
25.89
|
04/18/2015
|
|||||||||
|
− |
2,000
|
$
|
26.47
|
05/21/2016
|
Option
Awards
|
Stock
Awards
|
||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Name
|
Number
of Shares
Acquired
on Exercise
(#)
|
Value
Realized on
Exercise
($)
|
Number
of Shares
Acquired
on Vesting
(#)
|
Value
Realized on
Vesting
($)
|
|||||||||
William
J. Small
|
71,823
|
$
|
1,131,399
|
−
|
$
|
−
|
|||||||
John
C. Wahl
|
38,900
|
$
|
623,689
|
−
|
$
|
−
|
|||||||
James
L. Rohrs
|
−
|
$
|
−
|
640
|
$
|
17,427
|
|||||||
Gregory
R. Allen
|
5,000
|
$
|
68,500
|
−
|
$
|
−
|
Name
of Fund
|
Rate
of Return
|
Name
of Fund
|
Rate
of Return
|
MainStay
VP Cash Management
|
4.60%
|
Royce
Small Cap
|
15.58%
|
T.
Rowe Limited Term Bond
|
4.09%
|
Alger
American Small Cap
|
20.00%
|
Fidelity
VIP Investment Grade Bond: IC
|
4.34%
|
MainStay
VP International Equity
|
31.33%
|
PIMCO
VIT Total Return: AC
|
3.85%
|
UIF
U.S. Real Estate
|
38.06%
|
American
Century VP Value: CI 2
|
18.47%
|
Fidelity
VIP Freedom Lifestyle Fund 2010
|
9.84%
|
Fidelity
VIP Contrafund: IC
|
11.72%
|
Fidelity
VIP Freedom Lifestyle Fund 2020
|
11.97%
|
Janus
AS Forty: IS
|
9.36%
|
Fidelity
VIP Freedom Lifestyle Fund 2030
|
13.20%
|
MainStay
VP Midcap Core
|
14.98%
|
(a)
|
(b)
|
(d)
|
(f)
|
|||||||
Name
|
Executive
Contributions
in Last
Fiscal
Year
($)
|
Aggregate
Earnings
in
Last Fiscal Year
($)
|
Aggregate
Balance at
Last
Fiscal Year End
($)
|
|||||||
William
J. Small
|
$
|
15,000
|
$
|
21,631
|
$
|
183,634
|
||||
John
C. Wahl
|
$
|
7,795
|
$
|
10,948
|
$
|
94,955
|
||||
James
L. Rohrs
|
$
|
10,000
|
$
|
8,316
|
$
|
103,869
|
||||
Gregory
R. Allen
|
$
|
13,000
|
$
|
8,221
|
$
|
91,289
|
·
|
non-equity
incentive compensation earned during the fiscal
year;
|
·
|
amounts
contributed under the First Defiance Deferred Compensation
Plan;
|
·
|
unused
vacation pay; and
|
·
|
amounts
accrued and vested through the Company’s 401(k)
Plan
|
·
|
vesting
of all outstanding unvested stock
options;
|
·
|
a
prorated share of the annual allocation of benefits under the First
Defiance Employee Stock Ownership Plan;
and
|
·
|
executives
who meet minimum age and years of service requirements are entitled
to
continue to participate in the Company’s health and welfare benefits.
These benefits are the same as retiree medical benefits offered to
all
employees of First Defiance and are more fully described in Note
15 to the
Financial Statements
|
(i)
|
if
any person becomes the beneficial owner of securities representing
25% or
more of the combined voting power of the then outstanding securities
of
First Defiance;
|
(ii)
|
if
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of First
Defiance cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by shareholders,
of
each new director was approved by a vote of at least two-thirds of
the
directors then still in office who were directors at the beginning
of the
period; or
|
(iii)
|
a
change in control of a nature that would be required to be reported
in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under
the Securities Exchange Act of 1934, as
amended.
|
Executive
Benefits and Payments
upon
Termination
|
Voluntary
Termination
|
For
Cause
Termination
|
Involuntary
Not
for
Cause
Or
Voluntary
Good
Reason
Termination
|
Involuntary
Change
of
Control
Termination
(CIC)
|
Death
|
Disability
|
|||||||||||||
William
J. Small
|
|||||||||||||||||||
Severance
|
$
|
−
|
$
|
−
|
$
|
992,277
|
$
|
992,277
|
$
|
−
|
$
|
−
|
|||||||
Accelerated
Vesting of stock options
|
$
|
−
|
$
|
−
|
$
|
−
|
$
|
13,428
|
$
|
13,428
|
$
|
13,428
|
|||||||
John
C. Wahl
|
|||||||||||||||||||
Severance
|
$
|
−
|
$
|
−
|
$
|
571,380
|
$
|
571,380
|
$
|
−
|
$
|
−
|
|||||||
Accelerated
Vesting of stock options
|
$
|
−
|
$
|
−
|
$
|
−
|
$
|
34,068
|
$
|
34,068
|
$
|
34,068
|
|||||||
James
L. Rohrs
|
|||||||||||||||||||
Severance
|
$
|
−
|
$
|
−
|
$
|
652,297
|
$
|
652,297
|
$
|
−
|
$
|
−
|
|||||||
Accelerated
Vesting of stock options
|
$
|
−
|
$
|
−
|
$
|
−
|
$
|
34,068
|
$
|
34,068
|
$
|
34,068
|
|||||||
Gregory
R. Allen
|
|||||||||||||||||||
Severance
|
$
|
−
|
$
|
−
|
$
|
514,657
|
$
|
514,657
|
$
|
−
|
$
|
−
|
|||||||
Accelerated
Vesting of stock options
|
$
|
−
|
$
|
−
|
$
|
−
|
$
|
66,716
|
$
|
66,716
|
$
|
66,716
|
Common
Stock
|
||||||||||||||||
Name
of Beneficial Owner
|
Shares
Owned
|
Right
to Acquire
Beneficial
Ownership
Under
Options
Exercisable
Within
60 Days
|
Percent
of
Class
(a)
|
Phantom
Stock
Units
(b)
|
||||||||||||
First
Defiance Financial Corp. Employee Stock Ownership Plan
|
581,867
|
(c
|
)
|
8.13
|
%
|
|||||||||||
Private
Capital Management
|
675,711
|
(d
|
)
|
9.44
|
%
|
|||||||||||
Dimensional
Fund Advisors, Inc.
|
518,122
|
(e
|
)
|
7.24
|
%
|
|||||||||||
John
L. Bookmyer
|
1,017
|
−
|
1,401
|
|||||||||||||
Stephen
L. Boomer
|
13,369
|
(f
|
)
|
−
|
||||||||||||
Dr.
Douglas A. Burgei
|
18,993
|
(f
|
)
|
1,943
|
−
|
|||||||||||
Peter
A. Diehl
|
7,202
|
−
|
||||||||||||||
Dr.
John U. Fauster III
|
23,450
|
(f
|
)
|
1,943
|
−
|
|||||||||||
Dwain
I. Metzger
|
1,016
|
−
|
||||||||||||||
Gerald
W. Monnin
|
41,786
|
(f
|
)
|
−
|
||||||||||||
James
L. Rohrs
|
29,873
|
71,000
|
1.40
|
%
|
||||||||||||
William
J. Small
|
111,358
|
(f
|
)
|
1,800
|
1.58
|
%
|
||||||||||
Samuel
S. Strausbaugh
|
1,003
|
−
|
34
|
|||||||||||||
Thomas
A. Voigt
|
13,290
|
(f
|
)
|
1,943
|
−
|
|||||||||||
Gregory
R. Allen
|
18,543
|
23,500
|
−
|
|||||||||||||
John
C. Wahl
|
77,148
|
(f
|
)
|
15,400
|
1.29
|
%
|
||||||||||
All
directors and executive officers
as a group (13 persons)
|
358,048
|
6.54
|
%
|
1,435
|
(a)
|
If
no percent is provided, the number of shares is less than 1% of the
total
outstanding shares of Common Stock
|
(b)
|
Represents
phantom shares denominated in First Defiance Financial Corp. Common
Stock
under the First Defiance Deferred Compensation
Plan.
|
(c)
|
Shares
owned by First Defiance Financial Corp. Employee Stock Ownership
Plan, 601
Clinton St., Defiance, OH ("ESOP") which have been allocated to persons
listed in this table are also included in those persons’ holdings: Mr.
Rohrs - 4,081 shares, Mr. Small - 16,806 shares, Mr. Allen - 4,604
shares,
Mr. Wahl - 20,486 shares, and all directors and executive officers
as a
group - 45,977 shares.
|
(d)
|
Based
on Schedule 13G filed with the Securities and Exchange Commission
(the
"SEC") on February 14, 2007, Private Capital Management, 8889 Pelican
Bay
Blvd. Suite 500, Naples, FL 34108 ("PCM") is an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940.
PCM
reported shared voting and investment power over 675,711 shares of
Common
Stock.
|
(e)
|
Based
on Schedule 13G filed with the SEC on February 1, 2007, Dimensional
Fund
Advisors LP., 1299 Ocean Avenue, Santa Monica, CA 90401 ("Dimensional"),
an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, possesses both voting and investment power
over
518,122 shares of Common Stock. All 518,122 shares reported are owned
by
the entities for which Dimensional serves as investment advisor,
and
Dimensional disclaims beneficial ownership of such
securities.
|
(f)
|
Includes
shares of Common Stock in which beneficial owners share voting and/or
investment power as follows: 10,125 held jointly by Mr. Boomer and
his
spouse; 5,122 shares held jointly by Dr. Burgei and his spouse; 1,000
shares held by Dr. Fauster’s spouse; 41,786 held in Mr. Monnin’s trusts
for which he is a trustee; 266 shares and 90,563 shares which Mr.
Small
owns jointly with his children and spouse respectively; 1,330 shares
held
by Mr. Voigt’s spouse; and 20,000 shares, 2,000 shares and 425 shares held
by Mr. Wahl’s spouse, jointly by Mr. Wahl and his spouse and held in
custodial accounts for minor children for which Mr. Wahl’s is
custodian
|
1.
|
The
application of accounting principles to a specified transaction,
either
completed or proposed; or to the type of audit opinion that might
be
rendered on the First Defiance's financial statements, and neither
a
written report was provided to First Defiance or oral advice was
provided
that Crowe Chizek concluded was an important factor considered by
First
Defiance in reaching a decision as to the accounting, auditing or
financial reporting issue; or
|
2.
|
Any
matter that was either the subject of a disagreement (as defined
in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item
304)
or a reportable event (as described in Item 304 (a) (1) (v) of Regulation
S-K).
|
Services
Rendered
|
Crowe
Chizek
Fees
for
2006
|
Crowe
Chizek
Fees
9/16/2005
-
12/31/2005
|
Ernst
& Young
Fees
1/01/2005 -
9/16/2005
|
|||||||
Audit
Fees
|
$
|
252,000
|
$
|
240,000
|
$
|
59,700
|
||||
Audit
Related Fees
|
20,500
|
4,260
|
28,545
|
|||||||
Tax
Fees
|
48,025
|
−
|
20,907
|
|||||||
Other
|
−
|
−
|
−
|
|||||||
Total
fees paid
|
$
|
320,525
|
$
|
244,260
|
$
|
109,152
|
Tax
Services Rendered
|
2006
|
2005
|
|||||
Tax
return preparation
|
$
|
20,000
|
$
|
20,907
|
|||
Other
tax compliance
|
28,025
|
−
|
|||||
Total
Tax Fees
|
$
|
48,025
|
$
|
20,907
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
William
J. Small, Chairman, President and
|
|
Chief
Executive Officer
|
ý PLEASE
MARK VOTES
AS
IN
THIS EXAMPLE
|
REVOCABLE
PROXY
FIRST
DEFIANCE FINANCIAL CORP.
|
For
|
With-
hold
|
For
All
Except
|
|||
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST
DEFIANCE FINANCIAL CORP.
|
1.
ELECTION OF DIRECTORS
FOR THREE-YEAR TERM
|
o
|
o
|
o
|
|
ANNUAL
MEETING OF SHAREHOLDERS
|
EXPIRING IN 20010. | ||||
April
17,2007
|
Nominees for a three-year term expiring in 2009: | ||||
1:00
p.m. local time
|
|||||
|
John L. Bookmyer, Stephen L. Boomer, Peter A. Diehl and William J. Small | ||||
The
undersigned hereby appoints the Board of Directors of First Defiance
Financial Corp. (the “Company”) as proxies, each with power to appoint his
substitute, and hereby authorizes them to represent and vote,
as
designated below, all the shares of Common Stock of the Company
held of
record by the undersigned on March 2, 2007 at the Annual Meeting
of
Shareholders to be held at the home office of its subsidiary,
First
Federal Bank, located at 601 Clinton Street, Defiance, Ohio 43512,
on
Tuesday, April 17, 2007, at 1:00 p.m., Eastern Time, and any
adjournment
thereof.
|
INSTRUCTION:
To withhold authority to vote for any individual -nominee, mark
“For All
Except” and write that nominee’s name in the space provided
below.
|
||||
2
.
In their discretion, the proxies are authorized to vote upon such
other
business
as may properly come before the -meeting.
|
|||||
The
Board of Directors recommends a vote “FOR” Proposal 1 .
|
|||||
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY’S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS
PROXY WILL BE VOTED “FOR” THE ELECTION OF THE BOARD OF DIRECTORS’ NOMINEES
TO THE BOARD OF DIRECTORS SPECIFIED IN PROPOSAL 1 AND OTHERWISE
AT THE
DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME
PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
|
|||||
PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing
as an
attorney, executor, administrator, trustee or guardian, please
give full
title. If a corporation or partnership, write in the full corporate
or
partnership name and have the President or other authorized officer
sign.
If shares are held jointly, each -holder should sign, but only
one
signature is required.
|
Please
be sure to sign and date
this Proxy in the box below |
Date | ||
Stockholder
sign above
|
Co-holder
(if any) sign
above)
|
PLEASE
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR PROXY CARD
TODAY
|