Filed by the Registrant x | Filed by a Party other than the Registrant ¨ |
¨ | Preliminary Proxy Statement | |
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x | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to §240.14a-12 |
UTG, INC (Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
x | No fee required. | |
¨ | 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: | ||
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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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(4) Data Filed: |
1. | To elect | |
2. | To consider and act upon such other business as may properly be brought before the meeting. |
BY ORDER OF THE BOARD OF DIRECTORS | |
UTG, INC. | |
/s/ Theodore C. Miller |
Theodore C. Miller, Secretary |
Title | Amount | Percent | |
of | Name and Address | and Nature of | Of |
Class | of Beneficial Owner (2) | Beneficial Ownership | Class (1) |
Common | Jesse T. Correll | 91,058 | (3) | 2.4% | Jesse T. Correll | 107,773 | (3) | 2.8% |
Stock, no | First Southern Bancorp, Inc. | 1,506,785 | (3)(4) | 39.5% | First Southern Bancorp, Inc. | 1,406,785 | (3)(4) | 37.0% |
par value | First Southern Funding, LLC | 341,997 | (3)(4) | 9.0% | First Southern Funding, LLC | 341,997 | (3)(4) | 9.0% |
First Southern Holdings, LLC | 1,277,716 | (3)(4) | 33.5% | First Southern Holdings, LLC | 1,201,876 | (3)(4) | 31.7% | |
Ward F. Correll | 268,906 | (5) | 7.0% | Ward F. Correll | 268,906 | (5) | 7.1% | |
WCorrell, Limited Partnership | 72,750 | (3) | 1.9% | WCorrell, Limited Partnership | 72,750 | (3) | 1.9% | |
Cumberland Lake Shell, Inc. | 257,501 | (5) | 6.8% | Bluegrass Farms & Woodlands, LLC | 11,055 | (3) | 0.3% | |
Total (6) | 2,208,746 | 57.9% | Cumberland Lake Shell, Inc. | 257,501 | (5) | 6.8% | ||
Eric L. Oliver | 300,000 | (7) | 7.9% | |||||
Total (6) | 2,425,461 | 64% |
(1) | The percentage of outstanding shares is based on |
(2) | The address for each of Jesse Correll, First Southern Bancorp, Inc. |
(3) | The share ownership of Jesse Correll listed includes |
In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH, Jesse Correll may be deemed to beneficially own the total number of shares of common stock owned by FSH (as well as the shares owned by FSBI directly), and may be deemed to share with FSH (as well as FSBI) the right to vote and to dispose of such shares. Mr. Correll owns approximately | |
(4) | The share ownership of FSBI consists of |
(5) | Includes 257,501 shares of common stock held by CLS, all of the outstanding voting shares of which are owned by Ward F. Correll. |
(6) | According to the most recent Schedule 13D, as amended, filed jointly by each of the entities and persons listed above, Jesse Correll, FSBI, FSF and FSH, have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTG. In addition, the Schedule 13D indicates that because of their relationships with Jesse Correll and these other entities, Ward Correll, CLS, Bluegrass Farms & Woodlands, LLC and WCorrell, Limited Partnership may also be deemed to be members of this group. Because the Schedule 13D indicates that for its purposes, each of these entities and persons may be deemed to have acquired beneficial ownership of the equity securities of UTG beneficially owned by the other entities and persons, each has been identified and listed in the above tabulation. |
(7) | Shares held in entities controlled by Eric Oliver. |
Title | Directors, Named Executive | Amount | Percent |
of | Officers, & All Directors & | and Nature of | Of |
Class | Executive Officers as a Group | Ownership | Class (1) |
UTG’s | John S. Albin | 10,503 | (4) | * | ||||
UTG's | John S. Albin | 10,503 | (4) | * | ||||
Common | Randall L. Attkisson | 5,615 | (2) | * | Randall L. Attkisson | 0 | (2) | * |
Stock, no | Joseph A. Brinck, II | 12,225 | * | Joseph A. Brinck, II | 12,225 | * | ||
par value | Jesse T. Correll | 1,939,840 | (3) | 50.9% | Jesse T. Correll | 1,856,555 | (3) | 49.0% |
Ward F. Correll | 268,906 | (5) | 7.0% | Ward F. Correll | 268,906 | (5) | 7.1% | |
Thomas F. Darden | 60,465 | 1.6% | Thomas F. Darden, II | 60,465 | 1.6% | |||
Howard L. Dayton, Jr. | 4,075 | * | Howard L. Dayton, Jr. | 4,548 | * | |||
Douglas P. Ditto | 0 | * | Douglas P. Ditto | 6,128 | (7) | * | ||
Daryl J. Heald | 21,739 | (6) | Daryl J. Heald | 21,739 | (6) | * | ||
Theodore C. Miller | 8,557 | * | Theodore C. Miller | 10,821 | * | |||
Peter L. Ochs | 2,000 | (6) | * | Peter L. Ochs | 2,000 | (6) | * | |
William W. Perry | 120,000 | 3.1% | William W. Perry | 120,000 | 3.2% | |||
James P. Rousey | 0 | * | James P. Rousey | 3,773 | * | |||
All directors and executive officers as a group (thirteen in number) | 2,453,925 | 64.3% | All directors and executive officers as a group (thirteen in number) | 2,377,663 | 62.7% | |||
(1) | The percentage of outstanding shares for UTG is based on |
(2) | Randall L. Attkisson holds minority ownership positions in certain of the companies listed as owning UTG common stock including First Southern Bancorp, Inc. Ownership of these shares is reflected in the ownership of Jesse T. Correll. |
(3) | The share ownership of Mr. Jesse Correll includes |
(4) | Includes 392 shares owned directly by Mr. |
(5) | The share ownership of Mr. Ward Correll includes 11,405 shares of UTG, Inc. common stock owned by him individually. Cumberland Lake Shell, Inc. owns 257,501 shares of UTG Common Stock, all of the outstanding voting shares of which are owned by Ward F. Correll. Ward F. Correll is the father of Jesse T. Correll. There are 72,750 shares of UTG Common Stock owned by WCorrell Limited Partnership in which Jesse T. Correll serves as managing general partner and, as such, has sole voting and dispositive power over the shares of Common Stock held by it. The aforementioned 72,750 shares are deemed to be beneficially owned by and listed under Jesse T. Correll in this section. |
(6) | Shares held in a trust for benefit of named individual |
(7) | Shares held in a retirement account. |
Title of Class | Director or Executive Officer of UTG | Amount and Nature of Ownership | Percent of Class (1) | Director or Executive Officer of UTG | Amount and Nature of Ownership | Percent of Class (1) | |||||
Common | Randall L. Attkisson | 188,069 | (2) | 5.25% | Randall L. Attkisson | 188,481 | (2) | 5.43% | |||
Stock | Jesse T. Correll | 3,057,440 | (3)(4) | 70.69% | Jesse T. Correll | 3,020,809 | (3)(4) | 71.25% | |||
Ward F. Correll | 278,160 | (4)(5) | 7.35% | Ward F. Correll | 278,160 | (4)(5) | 7.58% | ||||
Howard Dayton | 8,760 | .25% | Howard Dayton | 8,760 | .26% | ||||||
Douglas P. Ditto | 179,056 | (6) | 5.02% | Douglas P. Ditto | 179,056 | (6) | 5.17% | ||||
James P. Rousey | 30,354 | (7) | .86% | James P. Rousey | 30,354 | (7) | .89% |
(1) | The percentage of outstanding shares for FSBI is based on |
(2) | Includes |
(3) | Includes 450,900 shares owned by the WCorrell, Limited Partnership, of which Jesse Correll is the managing general partner, and |
(4) | Includes options to purchase 255,900 shares that can be exercised at any time by either Jesse Correll, Ward Correll or the WCorrell, Limited Partnership. |
(5) | Includes 4,500 shares owned by the WCorrell, LP represents 1% ownership by Mr. Correll in WCorrell, LP and 17,760 shares owned by CLS. |
(6) | Includes 6,826 shares owned by Mr. |
(7) | Includes |
Title of Class | Director or Executive Officer of UTG | Amount and Nature of Ownership | Percent of Class (1) | Director or Executive Officer of UTG | Amount and Nature of Ownership | Percent of Class (1) | |||
Common | Randall L. Attkisson | 44.75 | 4.8% | Randall L. Attkisson | 44.75 | 4.8% | |||
Stock | Jesse T. Correll | 719.07 | 76.5% | Jesse T. Correll | 719.07 | 76.5% | |||
Douglas P. Ditto | 49.17 | 5.2% | Douglas P. Ditto | 55.84 | 5.9% | ||||
James P. Rousey | 23.50 | 2.5% | James P. Rousey | 23.50 | 2.5% |
(1) | The percentage of outstanding units for FSF is based on 939.77 units outstanding as of |
William W. Perry - | Committee Chairman |
John S. Albin | |
Joseph A. Brinck, II |
Name, Age | Position with the Company, Business Experience and Other Directorships |
John S. Albin, | Director of UTG since 1984; farmer in Douglas and Edgar counties, Illinois, since 1951; Chairman of the Board of Longview State Bank from 1978 to 2005; President of the Longview Capitol Corporation, a bank holding company, since 1978; Chairman of First National Bank of Ogden, Illinois, from 1987 to 2005; Chairman of the State Bank of Chrisman from 1988 to 2005; Chairman of First National Bank in Georgetown from 1994 to 2005; Director of Illini Community Development Corporation since 1990; Commissioner of Illinois Student Assistance Commission from 1996 to 2002. |
Randall L. Attkisson, | Director of UTG since 1999; Director of First Southern Bancorp, Inc., a bank holding company, since 1986; Board Chairman of Young Life Raceway Region (Kentucky/Indiana) from 2008 to 2011; Partner of Bluegrass Financial Holdings Subs/Affiliates since 2008; Advisory Director of Kentucky Christian Foundation since 2002; Board Chairman of Isaiah House from 2012 to present; Director of The River Foundation, Inc. from 1990 to 2011; President of Randall L. Attkisson & Associates from 1982 to 1986; Commissioner of Kentucky Department of Banking & Securities from 1980 to 1982; Self-employed Banking Consultant in Miami, FL from 1978 to 1980. |
Joseph A. Brinck, II, | Director of UTG since 2003; CEO of Stelter & Brinck, LTD, a full service combustion engineering and manufacturing company from 1983 to present; Salesman at Stelter & Brinck, LTD from 1979 to |
Jesse T. Correll, | Chairman and CEO of UTG and Universal Guaranty Life Insurance Company since 2000; Director of UTG since 1999; Chairman, President, Director of First Southern Bancorp, Inc. since 1983; Manager of First Southern Funding, LLC since 1992; President, Director of The River Foundation since 1990; Director of Dew Learning since 2012; Board member of Crown Financial Ministries from 2004 to 2009; Friends of the Good Samaritans since 2005; Generous Giving from 2006 to 2009 and the National Christian Foundation since 2006. Mr. Correll and his wife Angela have 3 children and 4 grandchildren. Jesse Correll is the son of Ward and Regina Correll. |
Ward F. Correll, | Director of UTG since 2000; President, Director of Tradeway, Inc. of Somerset, KY since 1973; President, Director of Cumberland Lake Shell, Inc. of Somerset, KY since 1971; President, Director of Tradewind Shopping Center, Inc. of Somerset, KY since 1966; Director of First Southern Bancorp since 1987; Director of First Southern Funding, LLC since 1991; Director of The River Foundation since 1990; and Director of First Southern Insurance Agency since 1987. Ward Correll is the father of Jesse Correll. |
Howard L. Dayton, Jr., | In 1985, Mr. Dayton founded Crown Ministries in Longwood, Florida. Crown Ministries merged with Christian Financial Concepts in September 2000 to form Crown Financial Ministries, the |
Peter L. Ochs, | Mr. Ochs is founder of Capital III, a private equity investment firm located in Wichita, Kansas. Capital III provides impact investment capital and management with investments in manufacturing, real estate, energy, and education with a geographical focus on the US and Latin America. Prior to founding Capital III, Mr. Ochs spent 8 years in the commercial banking industry. Mr. Ochs graduated from the University of Kansas with a degree in business and finance. He currently serves on the boards of UTG, Inc., the American Independence Funds, and Trinity Academy. Mr. Ochs is married to Deborah and they have 2 children and |
James P. Rousey, | President since September 2006, Director of UTG and Universal Guaranty Life Insurance Company since September 2001; Regional CEO and Director of First Southern National Bank from 1988 to 2001. Board Member with the Illinois Fellowship of Christian Athletes from 2001-2005; Board Member with Contact Ministries from 2007-2011; Board Member with Amigos En Cristo, Inc. from 2007-2009. |
Jesse T. Correll | Chairman of the Board and Chief Executive Officer |
James P. Rousey | President |
Name, Age | Position with UTG and Business Experience |
Theodore C. Miller, | Corporate Secretary since December 2000, Senior Vice President and Chief Financial Officer since July 1997; Vice President since October 1992 and Treasurer from October 1992 to December 2003; Vice President and Controller of certain affiliated companies from 1984 to 1992. Vice President and Treasurer of certain affiliated companies from 1992 to 1997; Senior Vice President and Chief Financial Officer of subsidiary companies since 1997; Corporate Secretary of subsidiary companies since 2000. |
Douglas P. Ditto, |
Summary Compensation Table | |||||||||||||||||
Name and Principal position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Comp | Nonqualified Deferred Comp Earnings | All Other Comp (1) | Total | Year | Salary | Bonus | Stock Awards (7) | All Other Comp (1) | Total | ||
Jesse T. Correll Chief Executive Officer | 2011 | 150,000 | 50,000 | 0 | 0 | 6,000 | (1) | 206,000 | 2012 | 161,752 | 75,000 | 74,995 | 6,740 | (1) | 318,487 | ||
2010 | 145,415 | 50,000 | 0 | 0 | 4,662 | (1) | 200,077 | 2011 | 150,000 | 50,000 | 0 | 6,000 | (1) | 206,000 | |||
2009 | 140,550 | 0 | 0 | 0 | 4,323 | (1) | 144,873 | ||||||||||
James P. Rousey President | 2011 | 145,000 | 35,000 | 0 | 0 | 7,615 | (2) | 187,615 | 2012 | 155,000 | 50,000 | 49,992 | 9,585 | (2) | 264,577 | ||
2010 | 142,708 | 25,000 | 0 | 0 | 5,975 | (2) | 173,683 | ||||||||||
2009 | 140,000 | 0 | 0 | 0 | 983 | (2) | 140,983 | 2011 | 145,000 | 35,000 | 0 | 7,615 | (2) | 187,615 | |||
Theodore C. Miller Secretary/Senior Vice President | 2011 | 110,000 | 25,000 | 0 | 0 | 720 | (3) | 135,720 | 2012 | 117,500 | 30,000 | 29,998 | 1,658 | (3) | 179,156 | ||
2010 | 110,000 | 20,000 | 0 | 0 | 1,249 | (3) | 131,249 | 2011 | 110,000 | 25,000 | 0 | 720 | (3) | 135,720 | |||
2009 | 110,000 | 0 | 0 | 0 | 1,490 | (3) | 111,490 | ||||||||||
Douglas P. Ditto Chief Investment Officer appointed 7/17/2009 | 2011 | 100,050 | 50,000 | 0 | 0 | 3,951 | (1) | 154,001 | |||||||||
2010 | 100,045 | 25,000 | 0 | 0 | 3,001 | (1) | 128,046 | ||||||||||
Douglas P. Ditto Vice President | 2012 | 109,466 | 60,000 | 59,996 | 4,379 | (6) | 233,841 | ||||||||||
2009 | 100,000 | 0 | 0 | 0 | 3,077 | (1) | 103,077 | 2011 | 100,050 | 50,000 | 0 | 3,951 | (6) | 154,001 | |||
Douglas A. Dockter (5) Vice President | 2011 | 100,000 | 6,500 | 0 | 0 | 2,820 | (4) | 109,320 | 2012 | 100,000 | 12,000 | 0 | 2,820 | (4) | 114,820 | ||
2010 | 100,000 | 5,500 | 0 | 0 | 2,295 | (4) | 107,795 | 2011 | 100,000 | 6,500 | 0 | 2,820 | (4) | 109,320 | |||
2009 | 100,000 | 0 | 0 | 0 | 1,420 | (4) | 101,420 |
(1) | All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan. |
(2) | All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan of |
(3) | All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan of |
(4) | All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan of $2,100 |
(5) | Mr. Douglas A. Dockter is not considered an executive officer of UTG, but is included in this table pursuant to compensation disclosure requirements. |
(6) | All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan during 2012 and 2011, respectively. |
(7) | Stock Awards were issued on December 27, 2012 at a price per share of $13.25, the current market value reported. The awards were issued based on 2012 results. |
Director Compensation | ||||||||||
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | Fees Earned or Paid in Cash | All Other Compensation | Total |
Jesse Thomas Correll Chief Executive Officer | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Randall Lanier Attkisson Director | 3,300 | 0 | 0 | 0 | 3,300 | 3,300 | 3,300 | |||
James Patrick Rousey President | 0 | 0 | 0 | 0 | 0 | 0 | ||||
John Sanford Albin Director | 3,300 | 0 | 0 | 0 | 3,300 | 2,700 | 2,700 | |||
Joseph Anthony Brinck, II Director | 3,600 | 0 | 0 | 0 | 3,600 | 3,300 | 3,300 | |||
Ward Forrest Correll Director | 3,300 | 0 | 0 | 0 | 3,300 | 2,700 | 2,700 | |||
William Wesley Perry Director (1) | 3,300 | 0 | 0 | 0 | 3,300 | 3,600 | 3,600 | |||
Thomas Francis Darden, II Director (1) | 3,600 | 0 | 0 | 0 | 3,600 | 3,600 | 3,600 | |||
Peter Loyd Ochs Director | 3,600 | 0 | 0 | 0 | 3,600 | 3,600 | 3,600 | |||
Howard Lape Dayton Director | 3,300 | 0 | 0 | 0 | 3,300 | 3,600 | (2) 5,000 | 8,600 | ||
Daryl Jack Heald Director | 3,300 | 0 | 0 | 0 | 3,300 | 3,000 | 3,000 |
Howard L. Dayton | Joseph A. Brinck, II |
BY ORDER OF THE BOARD OF DIRECTORS | |
UTG, INC. |
Dated: August 8, 2013 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held On 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. The Proxy Statement and Annual Report are available at www.utgins.com/ If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before The At the meeting, shareholders will act to elect Your vote is important. Whether or not you plan to attend the meeting, please review the Proxy Statement and Annual Report at Please call 1-800-248-8841 or e-mail stock.transfer@utgins.com to request a paper copy or you may download the Proxy Statement and Annual Report from From US Highway 150, take US Highway 27 to Main Street to Lancaster Street. Parking and entrance behind building. GPS address: 102 West Main Street, Stanford, KY
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