Securities March 26, 2015 26, 2015 your proxy card or vote by March 25, 2015. INTERNET. March 26, 2015 www.cstproxy.com/ccf/2015 26, 2015. voted at the adjourned or postponed meeting. As of the date of printing of this Proxy Statement, we do not know of any other matters that are to be presented at the Annual Meeting other than the matters referred to in the accompanying Notice of Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, it is intended that the persons named in the proxy will vote on such matters in accordance with their judgment. We have also retained Regan and Associates to assist us with the solicitation of proxies for the Annual Meeting for a fee of not less than $6,000 plus a reasonable amount to cover the expenses of such solicitation firm. However, if any of the nominees should be unable or unwilling to serve, the proxies, pursuant to the authority granted to them by the Board of Directors, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authority with respect to the election of directors). As noted above, our directors are elected by a plurality of the votes cast by holders of our Common Stock, which means the individuals who receive the largest number of votes cast by holders of the Common Stock entitled to vote in the election of directors are elected as directors up to the maximum number of directors (two in the case of the Annual Meeting) to be chosen at the Annual Meeting. Name, Principal Occupation for Past Five Years and Directorships Nominees for election at the Annual Meeting (Class of 2015) BRIAN R. SCHILLING DAVID B. WESTRATE Incumbent Director (Class of 2013): TIMOTHY A. NETTESHEIM RICHARD MCHUGH MICHAEL L. SWENSON at least two times in accordance with the requirements of the NASDAQ Stock Market. The committees of our Board of Directors consist of the Audit Committee, the Compensation Committee, the Nominating Committee, the Credit Committee and the Number of Meetings Name of Director: David B. Westrate Richard McHugh Brian R. Schilling Michael L. Swenson Timothy A. Nettesheim 2013: 9.Securities Exchange Act of 1934xý Filed by a Party other than the Registrant ¨¨Preliminary Proxy Statement¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) xý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 CITIZENS COMMUNITY 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):xý No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1)(1) (2 ) (2) (3 ) (3) (4 ) (4) (5 (5)) Total fee paid: ¨ Fee paid previously with preliminary materials:materials. ¨ 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)(1) previously paid:Previously Paid: (2 ) (2) (3 ) (3)(4) Filing Party:(4)February 23, 2012February 23, 2012,March 26, 2015, at 4:00 p.m. local time, for the following purposes:1.1 . To elect two directors to serve on our Board of Directors, each for a three-year term. 2.2 . To approve the ratification of the appointment of Baker Tilly Virchow Krause, LLP as Citizens’ independent registered public accounting firm for the fiscal year ending September 30, 2012.2015.3.To approve and adopt an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 20,000,000 to 30,000,000.3 4..To take action with respect to any other matters that may be properly brought before the meeting and that might be considered by the shareholders of a Maryland corporation at their Annual Meeting.
By order of the Board of Directors By order of the Board of Directors/s/ Edward H. SchaeferEdward H. Schaefer,President and CEO24, 20126, 201212, 2015 are entitled to notice of and to vote at the meeting.annual meeting and any adjournment or postponement thereof. Your vote is important to ensure that a majority of our stock is represented. Whether or not you plan to attend the meeting in person, please vote your shares by phone, via the Internet or by completing, signing, dating and returning the enclosed proxy card promptly in the enclosed envelope. If you send in telephone or the Internet, you may still decide to attend the annual meeting and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in thisthe accompanying proxy statement.Shareholders holding shares in brokerage accounts (“street name” holders) who wish to vote at the annual meeting will need to obtain a proxy form and voting instructions from the institution that holds their shares.Internet or telephone.Internet. Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet, or telephone, you help us reduce postage and proxy tabulation costs. The Internet and telephone voting facilities will close at [3:00a.m eastern time7:00 p.m. (eastern time) on February 23, 2012].INTERNET OR BY TELEPHONE.3445555667888889910101010101011111212121315151616171718181819191920212123232420122015 Annual Meeting of ShareholdersFebruary 23, 20122012February 23, 2012:ThisMarch 26, 2015:www.cfpproxy.com/6089February 23, 2012March 26, 2015 and any adjournments thereof. Only shareholders of record at the close of business on January 6, 201212, 2015 will be entitled to notice of and to vote at the Annual Meeting.24, 2012.Internet or by telephone.Internet. If Internet and telephone voting areis available to you, you can find voting instructions in the materials accompanying this Proxy Statement. The Internet and telephone voting facilities will close at[3:7:00 a.m.p.m. (eastern time) on February 23, 2012]March 25, 2015. Please be aware that if you vote over the Internet, or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.validvalidly executed proxy received by Citizens or its authorized agents in time will be voted at the meetingAnnual Meeting and, if a choice is specified in the proxy, it will be voted in accordance with that specification. If no instructions are specified in a signed proxy returned to Citizens, the shares represented thereby will be voted inFAVOR ofFOR the election of the directors listed in the enclosed proxy card inFAVOR ofand FOR the ratification of Baker Tilly Virchow Krause, LLP as Citizens’ independent registered public accounting firm for the fiscal year ending September 30, 2012, and inFAVOR of approval and adoption of the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 20,000,000 to 30,000,000.2015. If any other matters are properly presented at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named as proxies and acting thereunder will have the authority to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the Annual Meeting is adjourned or postponed, a proxy will remain valid and may be by telephone or by mail. Attendance at the Annual Meeting will not automatically revoke a proxy, but a shareholder attending the Annual Meeting may request a ballot and vote in person, thereby revoking a prior granted proxy. The cost of solicitation of proxies will be borne by Citizens. Solicitation will be made primarily by use of the mail; however, some solicitation may be made by our employees, without additional compensation, by telephone, by facsimile or in6, 201212, 2015 will be entitled to notice of and to vote at the Annual Meeting. On the record date, we had outstanding 5,133,0505,195,714 shares of our common stock, $0.01 par value per share (the “Common Stock”),Common Stock, entitled to one vote per share.meeting,Annual Meeting, meaning that the two individuals receiving the largest number of votes are elected as directors. The ratification of the appointment of the independent registered public accounting firm and the approval and adoption of the proposed amendment to the Company’s Articles of Incorporation to increase the number of shares of the Company’s authorized common stock each requires the affirmative vote of a majority of the outstanding shares cast, in person or by proxy, at the Annual Meeting by the holders of the Common Stock. Abstentions and broker nonvotes (i.e., shares held by brokers in street name, voting on certain matters due to discretionary authority or instructions from the beneficial owners but not voting on other matters due to lack of authority to vote on such matters without instructions from the beneficial owner) will count toward the quorum requirement but will not count toward the determination of whether the directors are elected or the other proposals areproposal is approved. The Inspector of Election appointed by our Board of Directors will count the votes and ballots.Participant401(k) Plan participant fails to give timely voting instructions to the Trusteetrustee of the 401(k) with respect to the voting of shares of our Common Stock at the Annual Meeting that are allocated to the participant in the 401(k) Plan, then the Trusteetrustee shall vote such shares in such manner as directed by the Plan Administrator.forFOR the election of the nomineestwo nominee directors in the following table to serve as directors.directors for another three year term. Our Board of Directors is divided into three classes, with the term of office of each class ending in successive years. TwoAccordingly, two directors are to be elected at the Annual Meeting to serve for a term of three years expiring at our annual meeting of shareholders in 20152018 and threefour directors will continue to serve for the terms designated in the following schedule.that shareholdersa vote in FAVOR ofFOR the election of Brian R. Schilling and David B. Westrate to serve as directors of Citizens.Citizens for a three year term. Director Age Since (1) 57 1987 Mr. Schilling has served as the principal of Bauman Associates, Ltd., a certified public accounting firm, since 1990. Mr. Schilling previously served as the Managing Partner of Bauman Associates. Mr. Schilling’s skills, leadership experience and operational experience related to accounting, tax and finance matters and his qualification as an “audit committee financial expert” under the Securities and Exchange Commission’s rules led to the conclusion that he should serve as a director. 68 1991 Mr. Westrate has been a private investor since 1996. Prior to retirement, Mr. Westrate was the owner of a direct mail business. Mr. Westrate’s entrepreneurial, leadership and human resources experience led to the conclusion that he should serve as a director. 55 2010 Mr. Nettesheim is a director and a shareholder of Reinhart Boerner Van Deuren s.c. (“Reinhart”), a law firm headquartered in Milwaukee, Wisconsin, where Mr. Nettesheim has been practicing law for over 25 years. Mr. Nettesheim’s skills and professional experience related to corporate law and the financial services and banking industry led to the conclusion that he should serve as a director. Incumbent Directors (Class of 2014): 69 1985 Mr. McHugh has served as the Chairman of our Board since 1988 and has been the majority owner and President of Choice Products USA, LLC for the past 28 years. Choice Products is engaged in the national distribution of products for the fundraising industry. The Chairman of the Board is not considered one of our officers or employees. Mr. McHugh’s leadership and business acumen in the Eau Claire community led to the conclusion that he should serve as a director. 61 2010 Mr. Swenson has served as a member of our Board since May, 2011. Mr. Swenson is the President and CEO of Northern States Power Company—Wisconsin (an Xcel Energy Company and an electric and natural gas utility holding company) in Eau Claire, Wisconsin and has served as an engineer in various executive roles with Xcel Energy for over a decade. Mr. Swenson’s executive and leadership expertise led to the conclusion that he should serve as s director. Name, Principal Occupation for Past Five Years and Directorships Age 60 1987 Mr. Schilling has served as a principal of Bauman Associates, Ltd., a certified public accounting firm, since 1990. Mr. Schilling previously served as the Managing Partner of Bauman Associates. Mr. Schilling is a member of the Audit Committee and the Compensation Committee. The Board of Directors benefits from Mr. Schilling’s skills, leadership and operational experience related to accounting, tax and finance matters and his qualification as an “audit committee financial expert” under the Securities and Exchange Commission’s rules, all of which led to the conclusion that he should serve as a director of Citizens. DAVID B. WESTRATE 71 1991 David B. Westrate’s diverse management experience with Fortune 500 corporations, the Federal Government, the United States Air Force, and his own companies, spans more than 45 years. In 1989, his marketing firm was named to INC Magazine’s “500 Fastest Growing Privately Held Companies in America.” Since 1996, Mr. Westrate has been involved in several start-up enterprises, including his current frac sand mine project. He has also served on several non-profit and ministry boards, and established two successful K-8 private schools. Mr. Westrate joined the Board of Citizens Community Federal N.A.'s predecessor, the Citizens Community Credit Union, in 1992, and was instrumental in converting the credit union to a publicly traded savings bank in 2004. He has been chairman of both the Audit and Compensation Committees of our Board of Directors since 2006. Mr. Westrate earned his BA and MA in economics, with postgraduate study in management at Loyola University in Chicago. This extensive business experience, both in other business ventures and with Citizens and its predecessors, all led to the conclusion that he should serve as a director of Citizens. 58 2010 Mr. Nettesheim has served as our Vice Chairman of the Board since 2011, which is not considered one of our officers or employees. Mr. Nettesheim is an attorney with Whyte Hirschboeck Dubek S.C., a law firm headquartered in Milwaukee, Wisconsin, where he has been practicing law since December 2014. Formally, Mr. Nettesheim was an attorney and a shareholder of Reinhart Boerner Van Deuren s.c. (“Reinhart”), a law firm headquartered in Milwaukee, Wisconsin, where Mr. Nettesheim practiced law for over 25 years. Mr. Nettesheim is a member of the Credit Committee and Chairman of the Merger and Acquisition Committee of our Board of Directors. The Board of Directors benefits from Mr. Nettesheim’s skills and professional experience related to corporate law and the financial services and the banking industry, all of which led to the conclusion that he should serve as a director of Citizens. JAMES R. LANG 71 2012 Mr. Lang has over 35 year’s leadership experience in the financial service and manufacturing industries with an emphasis on strategic realignment, revenue enhancement, mergers and acquisitions and financial performance. Mr. Lang has been the owner and President of Advantech Manufacturing, Inc., a company engaged in the business of manufacturing products for the dry particle sizing industry, since April 1998. Additionally, Mr. Lang has held several executive positions at Firstar Bank. Most recently serving as Chairman, President and Chief Executive Officer at Firstar Bank Iowa, NA from April 1991 to April 1996. Mr. Lang is a member of the Merger and Acquisition Committee, Nomination Committee and Chairman of the Credit Committee of our Board of Directors and a Board Member Representative of the Asset Liability Committee. Mr. Lang brings to the Board of Directors substantial experience in the banking industry and extensive leadership experience, all of which led to the conclusion that he should serve as a director of Citizens. 72 1985 Mr. McHugh has served as the Chairman of our Board since 1988 and has been the majority owner and President of Choice Products USA, LLC for the past 34 years. Choice Products is engaged in the national distribution of products for the fundraising industry. The Chairman of the Board is not considered one of our officers or employees. Mr. McHugh is a member of the Audit Committee, Merger and Acquisition Committee and Nomination Committee of our Board of Directors. The Board of Directors benefits from Mr. McHugh’s leadership and business acumen in the Eau Claire community, as well as his tenure on the Board of Directors and indepth knowledge of our business. MICHAEL SWENSON 64 2010 Mr. Swenson has served as a member of our Board since May, 2011. Mr. Swenson retired in 2012. Prior to his retirement, Mr. Swenson was the President and CEO of Northern States Power Company – Wisconsin (an Xcel Energy Company and an electric and natural gas utility holding company) in Eau Claire, Wisconsin and had served as an engineer in various executive roles with Xcel Energy for over a decade. Mr. Swenson is a member of the Compensation Committee and Chairman of the Nomination Committee of our Board of Directors. The Board of Directors benefits from Mr. Swenson’s executive and leadership expertise all of which led to the conclusion that he should serve as a director of Citizens. (1) Includes service as a director of the BankCitizens Community Federal National Association (the "Bank") and its predecessors.Name Total ($) Richard McHugh $ 40,000 $ — $ — $ 40,000 David B. Westrate $ 37,000 $ — $ — $ 37,000 Brian R. Schilling $ 31,000 $ — $ — $ 31,000 Timothy A. Nettesheim $ 34,000 $ — $ — $ 34,000 Michael L. Swenson $ 31,000 $ — $ — $ 31,000 James R. Lang $ 38,000 $ — $ — $ 38,000 (1) For fiscal year 2014, there were no option awards granted. (2) For fiscal year 2014, there were no restricted stock awards granted. 2011,2014, and during fiscal 2014 all of our nominee and incumbent directors attended at least 75% of the meetings of our Board of Directors and the committees thereof on which they served.heldincluded on the agenda for each regularly scheduled Board of Directors meeting for a general discussion of relevant subjects. Executive sessions are held following each Board of Directors meeting on an as needed basis. In fiscal 2011,2014, the outside directors met in executive session four times.NominatingMerger and Acquisition Committee. The chart below identifies the members of each of these committees as of the date of this Proxy Statement, along with the number of meetings held by each committee during fiscal 2011: Audit Compensation Nominating 5 5 1 X* X* X X X X X X X X X* Audit Compensation Nominating Credit Merger & Acquisition Number of Meetings 5 7 1 2 2 Name of Director: David B. Westrate X* X* Richard McHugh X X X Brian R. Schilling X X Michael L. Swenson X X* James R. Lang X X* X Timothy A. Nettesheim X X* Effective May 26, 2011, upon recommendation of our Nominating Committee and in connection with the retirement of Thomas C. Kempen as one of our directors and the appointment of Michael L. Swenson as a new director, our Board of Directors modified the membership assignments of our committees. As a result of such changes, Michael L. Swenson replaced Mr. Kempen as a member of the Compensation and Nominating Committees and Mr. Swenson was appointed as the Chairperson of the Nominating Committee. Timothy A. Nettesheim does not serve as an official member of any of our committees because he is not considered an independent director under applicable standards of the NASDAQ Stock Market. See “Corporate Governance Matters—Director Independence,” for additional information.10.Our Compensation ProcessCitizens recognizes the importance of its employees in fulfilling its role as a successful business enterprise and a responsible corporate citizen. Our compensation philosophy is to compensate all employees (including our executive officers) at a level sufficient to attract, motivate, and retain the talent we need to achieve or surpass the short-term and long-term goals set forth in our business plan, without promoting irresponsible behavior. Guided by this philosophy, the pay and benefits practices of Citizens reflect our vision and values, and the economic condition of the banking industry, and are built on a framework of pay-for-performance, comprehensive position evaluations, and market-competitiveness. Executive management, with approval of our Board of Directors, fulfills our responsibility to promote the best interests of Citizens through the execution of sensible compensation principles and practices.Citizens’ philosophy is created and sustained on core compensation principles. In determining compensation levels, we consider the key factors to be:1.We will not create incentives that foster inappropriate risk nor pay excessive compensation. No Citizens compensation plan, program, or practice will promote excessive risk taking or encourage behavior inconsistent with Citizens’ vision, mission, or strategy. All compensation elements comply with appropriate regulations and sound compensation practices, which we believe neither pay excessive compensation nor encourage inappropriate risk taking.2.Citizens does not discriminate on the basis of race, gender, religion, national origin, veteran status, handicap, or sexual orientation in determining pay levels. Demonstrated performance, skills, commitment and results determine pay.3.Each pay grade and pay range will have a minimum, a maximum, and a mid-point. The minimum is the rate we will pay a new hire who meets the minimum required standards of education, skills, and experience. The midpoint is the highest rate we will pay a fully qualified performing employee in that job. Salary above mid-point will be based upon exemplary performance and signed off by our CEO/President.4.Compensation levels are driven by an employee’s level of impact on our organization. Not all positions are created equal. Various positions require different levels of skills, knowledge, and personal attributes that drive different rates of pay and/or variable compensation opportunity. We have established a job structure and job evaluation process that provides a formal hierarchy of grades and salary ranges.All employees should be paid a wage in line with their position within an assigned range for that position. Salary range minimums are a guideline to pay for an entry point position for that wage range. Any incumbent with the requisite skills to perform the job at minimally acceptable standards should be paid at least this rate. The salary range midpoint is developed to represent the wage paid to an employee performing the expectations of their position.Pay levels for positions are reviewed periodically.5.Our ability to pay drives our compensation program. Profitability is a key driver in determining compensation opportunity. The annual salary is the single largest investment Citizens makes each year. It is incumbent on our compensation professionals and senior management to ensure that our plans provide an appropriate return to Citizens and its shareholders, in addition to appropriately compensating successful performance.Citizens utilizes three general forms of compensation: Base salary, short-term incentive compensation, and long-term incentive compensation. We deliver compensation at various levels of the organization in different ways. In our most senior positions, we have a combination of base salary and short-term and long-term incentives to help us attract and retain talented leaders to ensure continued growth and continuity. In positions where there is a clear ability to impact performance by providing short-term incentives linked to specific goals, we have created incentive plans that we believe are market competitive and in line with our ability to pay. Short-and long-term incentives are tied directly to individual performance and/or business results. Awards are paid only when business performance is strong. At the lowest levels of the organization we rely on base salary. This array of compensation plans permits greater control over managing our fixed costs while providing competitive and meaningful rewards. Base salaries are fixed, primarily, based on market rates. Based primarily on performance against stated goals, short-and long-term incentive pay gives us the opportunity to reward for performance in a specific year, or over a period of years, without the recurring (and compounding) expense of a base salary adjustment. Each of our compensation components is described in greater detail below.Our Compensation Philosophy guides our pay and benefits practices at Citizens and is adjusted based on the business environment. Our programs are based on Citizens’ ability to pay. Citizens’ goals are to invest sufficient compensation to attract, retain, and motivate our workforce to achieve our short- and long-term business goals.Base salaryWe pay base salaries to attract and retain talented employees.Base salary increases are driven primarily by demonstrated value to the organization.Base salaries are reviewed annually, and merit increases are awarded based on performance.Short-term incentive (STI) planNot all positions are eligible for short-term incentive plans. We have one main style of short-term incentive compensation: commissions. Commissions generally include a formula based on profits or revenues within a given line of business, for new business achieved.
Long-term incentive (LTI) plans
Citizens’ long-term incentive plans reward key contributors who have demonstrated long-term positive impact to our success. These plans are designed to provide the opportunity for significant wealth accumulation for key contributors at the senior management level based on the performance of Citizens, and to enhance retention of these key executives. We have three forms of long-term incentives: stock option, deferred compensation, and restricted stock programs. All are designed to reward key significant contributors.
Not all positions are eligible for long-term incentive plans. Senior officers become eligible at the discretion of the Compensation Committee of our Board of Directors, based on demonstrated long-term value to Citizens. Each of our named executive officers (as defined below under the section “Executive Compensation”) is eligible to participate in our long-term incentive plans.
Our Compensation Committee is Independent and Involved.
The Committee is comprised of fully independent Directors of the Corporation.
The Committee decides all compensation matters for our named executive officers.
In addition, our Chief Executive Officer works with our Compensation Committee in making recommendations regarding our overall compensation policies and plans as well as specific compensation levels for our executive officers and other key employees, other than the Chief Executive Officer. Members of management who were present during Compensation Committee meetings in fiscal 2011 and the first part of fiscal 2012 included our Chief Executive Officer and Chief Operating Officer. The Compensation Committee makes all decisions regarding the compensation of our Chief Executive Officer without our Chief Executive Officer or any other member of our management present.
“At Risk” Compensation is Maintained Within Appropriate Levels.
Although profitability is a key driver for compensation opportunities, we do not reward, and in fact discourage, the taking of excessive or inordinate risk. Our Compensation Philosophy is “risk-reflective,” meaning we create our pay structure and programs to appropriately reward the returns from acceptable risk-taking through optimal pay mix, performance metrics, calibration and timing.
Employees eligible for incentives or commissions for new business are not permitted to make credit, investment, or consumer pricing decisions independently.
We have no “highly-leveraged” or uncapped incentive plans. Where there are elements of an incentive plan that are uncapped, the performance drivers of these elements are not risk based.
Incentive compensation plans for certain positions which contain significant risk to Citizens (e.g., CFO and COO) include corporate, division and individual components, and awards are determined or reviewed by the Compensation Committee prior to any payment.
Plan sponsors, those executives in charge of business lines in which incentive plans exist, are not eligible for awards under the plans they sponsor.
At the Corporation’s 2011 Annual Meeting of Shareholders, pursuant to a non-binding, advisory vote, shareholders approved the compensation of the Company’s named executive officers as disclosed in the proxy statement for the meeting by a vote of 1,760,978 shares in favor to 164,826 against. The Compensation Committee has considered the results of this advisory shareholder vote and believes that it shows support by the Corporation’s shareholders for the Corporation’s compensation philosophy and the executive compensation programs that implement the Corporation’s compensation philosophy. The Corporation has not significantly changed its executive compensation program following the shareholder advisory vote.
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(1) Richard McHugh | (3) Brian R. Schilling | |||||
(2) David B. Westrate | (4) Michael L. Swenson | |||||
(5) James R. Lang |
2014.
policies to engage our management directly in carrying out this risk oversight function.
personal integrity and high ethical character;
professional excellence;
accountability and responsiveness;
absence of conflicts of interest;
fresh intellectual perspectives and ideas; and
relevant expertise and experience and the ability to offer advice and guidance to management based on that expertise and experience.
As noted above, Michael L. Swenson was appointed as a director during fiscal 2011. He was recommended for appointment as a director by a non-management director.
March 27, 2014.
reviewed and discussed our audited financial statements for the fiscal year ended September 30, 20112014 with our management and with our independent auditors;
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On March 25, 2010, Citizens dismissed Wipfli, LLP as its independent public accountants and appointed Baker Tilly Virchow Krause, LLP as its new independent public accountants. The decision to dismiss Wipfli, LLP and to retain Baker Tilly Virchow Krause, LLP was approved by our Audit Committee on March 25, 2010.
Wipfli, LLP’s reports on our consolidated financial statements for each of the fiscal years ended September 30, 2009 and September 30, 2008 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principals. During the fiscal years ended September 30, 2009 and September 30, 2008 and through March 25, 2010, there were no disagreements with Wipfli, LLP on any matters of accounting principles or practices, financial statement disclosures or auditing scope or procedures which, if not resolved to Wipfli, LLP’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on our consolidated financial statements for such years; and there were no reportable events, as listed in 304(a)(1)(v) of Commission Regulation S-K.
During the fiscal years ended September 30, 2009 and September 30, 2008 and through March 25, 2010, we did not consult with Baker Tilly Virchow Krause, LLP regarding any of the matters or events set forth in Items 304(a)(2)(i) and (ii) of Commission Regulation S-K.
Service Type Audit Fees (1) Accounting Consultations (2) Tax Fees (3) All Other Fees (4) Total Fees Billed Wipfli LLP, during fiscal 2010 and Baker Tilly Virchow Krause, LLP, during fiscal years 20112014 and 2010:2013. Baker Tilly
Virchow Krause, LLC Wipfli, LLP Fiscal Year Ended
September 30, 2011 Fiscal Year Ended
September 30, 2010 Fiscal Year Ended
September 30, 2010 Fiscal Year Ended
September 30, 2009 $ 116,745 $ 109,910 $ 8,847 $ 117,247 $ — — $ 1,560 $ 54,243 30,416 675 $ 9,000 $ 26,835 — — 16,132 56,835 $ 147,161 $ 110,585 $ 35,539 $ 255,161 Service Type Audit Fees (1) $ 95,830 $ 109,198 Tax Fees (2) 1,185 31,820 Total Fees Billed $ 97,015 $ 141,018 (1) Includes fees for professional services rendered in connection with the audit of our financial statements for the fiscal years ended September 30, 20112014 and September 30, 2010; and2013; the reviews of the financial statements included in each of our quarterly reports on Form 10-Q during those fiscal years.years; and consents and assistance with documents filed by Citizens with the Commission.
Consists of fees for services rendered related to tax compliance, tax advice and tax consultations. |
Name | Title |
Edward H. Schaefer | President and Chief Executive Officer |
Mark C. Oldenberg | Chief Financial Officer |
Our AuditFiscal2014 was a year of continued improvement in Citizens performance as illustrated by the following key results:
Although this appointment is not required to be submitted to a votepay-for-performance, comprehensive position evaluations, and market-competitiveness. Executive management, with approval of shareholders, our Board of Directors, believes it appropriate asfulfills our responsibility to promote the best interests of Citizens through the execution of sensible compensation principles and practices.
1. | We will not create incentives that foster inappropriate risk nor pay excessive compensation. No Citizens compensation plan, program, or practice will promote excessive risk taking or encourage behavior inconsistent with Citizens’ vision, mission, or strategy. We believe all of our compensation elements comply with appropriate banking regulations and sound compensation practices, which we believe neither pays excessive compensation nor encourages inappropriate risk taking. |
2. | Citizens does not discriminate on the basis of race, gender, religion, national origin, veteran status, handicap, or sexual orientation in determining pay levels. Demonstrated performance, skills, commitment and results determine pay. |
3. | Each pay grade and pay range will have a minimum, a maximum, and a mid-point. The mid-point is the rate we generally will pay a new hire who meets the required standards of education, skills, and experience. The maximum is the highest rate we will pay a fully qualified performing employee in that job. Salary above mid-point will be based upon exemplary performance. |
4. | Compensation levels are driven by an employee’s level of impact on our organization. Not all positions are created equal. Various positions require different levels of skills, knowledge, and personal attributes that drive different rates of pay and/or variable compensation opportunity. We have established a job structure and job evaluation process that provides a formal hierarchy of grades and salary ranges. |
5. | Our ability to pay drives our compensation program. Profitability is a key driver in determining compensation opportunity. The annual salary is the single largest investment Citizens makes each year. It is incumbent on our compensation professionals and senior management to ensure that our plans provide an appropriate return to Citizens and its shareholders, in addition to appropriately compensating successful performance. |
shareholders for the Corporation’s compensation philosophy and the executive compensation programs that implement the Corporation’s compensation philosophy. The Corporation has not significantly changed its executive compensation program following the shareholder advisory vote. Our Board has determined that shareholder advisory (non-binding) votes on executive compensation shall occur every three years. Accordingly, the next shareholder advisory (non-binding) vote on executive compensation will be held in connection with the Corporation's 2017 Annual Meeting of Shareholders.
directors. The information presented includes information each executive officer has given the Corporation about his or her age and his or her principal occupation and business experience for the past five years:
Name | Age | Current Position | Other Positions | |||||
Edward H. Schaefer | 52 | Chief Executive Officer | Mr. Schaefer served as a consultant to the Corporation from October 1, 2009 until January 4, 2010. Mr. Schaefer was with Silver Spring Foods/Huntsinger Farms, a farming and food manufacturing company specializing in the production of horseradish, mustard and sauces, from May 2000 until October 2009, the last seven years serving as its President/Chief Executive Officer. For the twelve years prior to Silver Spring Foods/Huntsinger Farms, Mr. Schaefer held positions of Vice-President and President of various Norwest Bank entities, most recently as President of Norwest Bank/Wells Fargo, in Eau Claire, Wisconsin. |
Name | Age | Current Position | Other Positions | |||||
Mark C. Oldenberg | 44 | Chief Financial Officer and Principal Accounting Officer of the Corporation and the Bank since September 29, | Mr. Oldenberg served as the Chief Financial Officer and Chief Risk Officer of Security Financial Bank of Durand, Wisconsin from March 2008 to September 2011. Prior to joining Security Financial Bank, Mr. Oldenberg served as the Chief Financial | |||||
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is shared by spouses under applicable law. Shares of our Common Stock subject to options that are either currently exercisable or exercisable within 60 days of January 6, 201212, 2015 are treated as outstanding and beneficially owned by the option holder for the purpose of computing the percentage ownership of the option holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The table lists applicable percentage ownership based on 5,133,0505,195,714 shares outstanding as of January 6, 2012.
12, 2015.
Name | Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | ||
Principal Shareholders: | ||||
Horwitz and Associates, Inc. (1) | 459,898 | 8.96% | ||
Friedlander & Co., Inc. (2) | 354,198 | 6.90% | ||
Martin S Friedman (3) | 261,755 | 5.10% | ||
Directors and Executive Officers: | ||||
Richard McHugh (4) | 207,912 | 4.05% | ||
Michael L. Swenson (5) | 2,000 | * | ||
Brian R. Schilling (6) | 14,991 | * | ||
David B. Westrate (7) | 135,244 | 2.63% | ||
Timothy A. Nettesheim (8) | 10,200 | * | ||
Edward H. Schaefer (9) | 23,012 | * | ||
Timothy J. Cruciani (10) | 54,348 | 1.06% | ||
Rebecca L. Johnson (11) | 26,045 | * | ||
Mark C. Oldenberg (12) | 600 | * | ||
All directors (including nominees) and executive officers as a group (9 persons) | 474,352 | 9.24% | ||
*Denotes less than 1% |
Name | Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | ||||
Principal Shareholders: | ||||||
Phil Lifschitz (1) | 400,599 | 7.71 | % | |||
FJ Capital Management, LLC (2) | 364,152 | 7.01 | % | |||
Directors and Executive Officers: | ||||||
Richard McHugh (3) | 208,278 | 4.00 | % | |||
Michael L Swenson (4) | 2,000 | * | ||||
Brian R Schilling (5) | 14,991 | * | ||||
David B Westrate (6) | 135,244 | 2.60 | % | |||
Timothy A Nettesheim (7) | 23,500 | * | ||||
James R Lang (8) | 32,467 | * | ||||
Edward H Schaefer (9) | 74,804 | 1.43% | ||||
Mark C Oldenberg (10) | 17,760 | * | ||||
All directors (including nominees) and executive officers as a group (8 persons) | 509,044 | 9.67 | % |
(2) Friedlander & Co., Inc. and Theodore Friedlander III (collectively, “Friedlander”) filed a Schedule 13G, Amendment No. 2, dated December 31, 2010, reporting that as of December 31, 2010, Friedlander was the beneficial owner of 354,198 shares of our Common Stock, with sole investment power over 315,120 shares and sole voting power over 44,698 shares of our Common Stock. Friedlander’s address is 322 East Michigan Street, Suite 250, Milwaukee, WI 53202.
(3) Martin S. Friedman, FJ Capital LLC and Compo Investments Partners, LP (collectively, “Friedman”) filed a Schedule 13D on April 12, 2011 reporting that as of April 12, 2011, Friedman was the beneficial owner of 261,755400,599 shares of our Common Stock, with sole voting and investment power over all such shares of Common Stock. Lifschitz’s business address is Phil Lifschitz, Residence 7 Tulane Dr., Livingston, NJ 07039.
(4)22101.
(5)
(6)
(7)
(8)
(9)Nettesheim, 22,000 shares of which are held in his self-directed IRA.
(10)Lang in his self-directed IRA, 2,500 shares held by the Leah Delaney Karge Trust, pursuant to which Mr. Lang serves as trustee, and 3,980 shares held by the James & Patricia Lang Grandchildren Education Trust UAD 01/01/2002, pursuant to which Mr. Lang serves as investment manager and has investment discretion over such shares. Mr. Lang disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(11)
August 11, 2014.
Name and Principal Position | Fiscal Year | Salary | Bonus (1) | Option Awards (2) | Stock Awards (3) | All Other Compensation (4) | Total | |||||||||||||||||||
Edward H. Schaefer | 2011 | $ | 264,000 | $ | — | $ | 102,396 | $ | 106,435 | $ | 7,154 | $ | 479,985 | |||||||||||||
CEO and President | 2010 | $ | 187,846 | $ | — | $ | — | $ | — | $ | 77,437 | $ | 265,283 | |||||||||||||
Timothy J. Cruciani | 2011 | $ | 132,789 | $ | — | $ | — | $ | — | $ | 5,915 | $ | 138,704 | |||||||||||||
Chief Operating Officer | 2010 | $ | 132,789 | $ | — | $ | — | $ | — | $ | 28,641 | $ | 161,430 | |||||||||||||
Rebecca L. Johnson | 2011 | $ | 99,670 | $ | — | $ | — | $ | — | $ | 4,260 | $ | 103,930 | |||||||||||||
Controller | 2010 | $ | 99,670 | $ | — | $ | — | $ | — | $ | 17,038 | $ | 116,708 |
Name and Principal Position | Fiscal Year | Salary | Bonus (1) | Option Awards (2) | Stock Awards (3) | All Other Compensation (4) | Total | |||||||||||||||||||
Edward H. Schaefer | 2014 | $ | 271,991 | $ | 41,000 | $ | 37,800 | $ | 80,000 | $ | 11,726 | $ | 442,517 | |||||||||||||
CEO and Principal Executive Officer | 2013 | $ | 266,132 | $ | — | $ | 35,914 | $ | 88,065 | $ | 11,276 | $ | 401,387 | |||||||||||||
Mark C. Oldenberg | 2014 | $ | 148,440 | $ | 25,000 | $ | 18,900 | $ | 40,000 | $ | 6,383 | $ | 238,723 | |||||||||||||
CFO and Principal Accounting Officer | 2013 | $ | 132,416 | $ | — | $ | 1,550 | $ | 31,604 | $ | 5,450 | $ | 171,020 |
1. | For fiscal |
2. | These amounts reflect the grant date fair value of option awards granted in the applicable fiscal year, computed in accordance with Accounting Standards Codification Topic 718-10 (formerly FAS 123(R). We calculate the grant date fair value of option awards using the Black-Sholes option pricing model. For purposes of this calculation, the impact of forfeitures is excluded until they actually occur. The other assumptions made in valuing option awards are included under the caption “Note |
3. | These amounts reflect the grant date fair value of restricted stock awards granted in the applicable fiscal year, computed in accordance with Accounting Standards Codification Topic 718-10 (formerly FAS 123(R), excluding estimated forfeitures. The assumptions made in valuing stock awards are included under the caption “Note |
4. | The table below shows the components of this column, which include our match for each individual’s 401(k) plan contributions |
Name and Principal Position Edward H. Schaefer CEO and President Timothy J. Cruciani Chief Operating Officer Rebecca L. Johnson Controller Fiscal Year 401(k)
Match Life
Insurance Consulting
Fees BOD
Fees Other (4) Total “All Other
Compensation” 2011 $ 6,499 $ 655 $ — $ — $ — $ 7,154 2010 $ 2,437 $ — $ 60,000 $ 15,000 $ — $ 77,437 2011 $ 5,311 $ 604 $ — $ — $ — $ 5,915 2010 $ 4,305 $ 420 $ — $ — $ 23,916 $ 28,641 2011 $ 3,987 $ 273 $ — $ — $ — $ 4,260 2010 $ 3,239 $ 310 $ — $ — $ 13,489 $ 17,038
Name and Principal Position | Fiscal Year | 401(k) Match | Unvested Restricted Stock Cash Dividends | Total “All Other Compensation” | ||||||||||
Edward H. Schaefer | 2014 | $ | 10,348 | $ | 1,378 | $ | 11,726 | |||||||
CEO and Principal Executive Officer | 2013 | $ | 10,645 | $ | 631 | $ | 11,276 | |||||||
Mark C. Oldenberg | 2014 | $ | 5,938 | $ | 445 | $ | 6,383 | |||||||
CFO and Principal Accounting Officer | 2013 | $ | 5,297 | $ | 153 | $ | 5,450 |
Additionally, on each of June 14, 2011 and September 30, 2011, Mr. Schaefer was issued stock options to purchase 23,219 shares of our Common Stock by our Compensation Committee, of which each of the two awards of the option shares vest pro rata over a five year period: 20% of the shares vest on each of each anniversary date of the grant date. None of the option shares were vested on September 30, 2011.2014. The option shares have an exercise price of $5.48$8.00 per share and $5.00 for the stock options granted on June 14, 2011 and September 30, 2011, respectively. All of the options expire on the ten year anniversary of the grant date.
During our fiscal year ended September 30, 2010, no stock options were granted and no awards of shares of restricted stock were made to any of our named executive officers.
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested ($) (1) | ||||||||||||||||||
Edward H. Schaefer (3) | 0 | 23,219 | 5.48 | 6/14/2021 | 10,156 | $ | 50,780 | |||||||||||||||||
Edward H. Schaefer (4) | 0 | 23,219 | 5.00 | 9/30/2021 | 10,156 | $ | 50,780 | |||||||||||||||||
Timothy J. Cruciani (2) | 25,629 | 0 | 7.04 | 02/04/15 | 0 | $ | — | |||||||||||||||||
Rebecca L. Johnson (2) | 11,391 | 0 | 7.04 | 02/04/15 | 0 | $ | — |
Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | ||||||||||||
Edward H. Schaefer (2) | 13,932 | 9,287 | 5.48 | 6/14/2021 | 4,063 | $ | 35,958 | |||||||||||
Edward H. Schaefer (3) | 13,932 | 9,287 | 5.00 | 9/30/2021 | 4,063 | $ | 35,958 | |||||||||||
Mark C. Oldenberg (4) | 2,000 | 3,000 | 5.65 | 7/2/2022 | 1,500 | $ | 13,275 | |||||||||||
Edward H. Schaefer (5) | 4,644 | 18,575 | 5.56 | 10/31/2022 | 8,125 | $ | 71,906 | |||||||||||
Edward H. Schaefer (6) | 292 | 1,170 | 6.12 | 1/24/2023 | 4,131 | $ | 36,559 | |||||||||||
Mark C. Oldenberg (6) | 292 | 1,170 | 6.12 | 1/24/2023 | 4,132 | $ | 36,568 | |||||||||||
Edward H. Schaefer (7) | — | 20,000 | 8.00 | 1/24/2024 | 10,000 | $ | 88,500 | |||||||||||
Mark C. Oldenberg (7) | — | 10,000 | 8.00 | 1/24/2024 | 5,000 | $ | 44,250 |
(2) The common stock optionthat have not vested pro rata over a five year period on eachas of February 4, 2007 February 4, 2008, February 4, 2009, February 4, 2010 and February 4, 2011.
(3)such date.
(4)
Each of Mr. Cruciani
July 2, 2013, July 2, 2014, July 2, 2015, July 2, 2016 and July 2, 2017.
a base salary established byparticipate in our Boardbonus plans and stock incentive plan;
participation in an equitable manner along with our otherthese executive officers is eligible to participate in discretionary bonuses as authorizedany medical, health, dental, disability and declared by our Board;
participation in our equity incentive plans atlife insurance policy that we maintain for the discretion of our Board;
participation in our other pension, profit-sharing, life, health and fringe benefit programs in which all of our other full timesenior management;
for a period equal to eighteen months thereafter in the event Mr. Schaefer’scase of Edward H. Schaefer and 12 months thereafter in the case of Mark C. Oldenberg and has agreed to maintain the confidentiality of our proprietary information and trade secrets during the term of employment and for eighteen months thereafter in the case of Edward H. Schaefer and 12 months thereafter in the case of Mark C. Oldenberg; and
Effective September 30, 2011, Citizens entered into a letter agreement with Mr. Schaefer amending the employment agreement. The letter agreement extended the term of Mr. Schaefer’s employment with the Bank until December 31, 2013 on the same terms as described above.
$16,500$17,500 ($22,00023,000 for employees over 50 years of age) for each of calendar year 2010years 2014 and 2011.2013, respectively. We match each contribution in an amount equal to 100% of the participant’s 401(k) deferrals for the year up to 4% of their salary, provided the participant must contribute a minimum of 4% of his or her salary as a condition to receiving the matching contribution. All contributions made by participants are before-tax contributions. All participant contributions and earnings are fully and immediately vested. Mr. Cruciani and Ms. Johnson received 3% contributions through June 30, 2010. All named executive officers in the Summary Compensation Table received 4% contributions from July 1, 2010 through September 30, 2010.Supplemental Executive Retirement Plan
We maintain a Supplemental Executive Retirement Plan (“SERP”), which provides benefits to certain key employees selected by the Compensation Committee upon retirement, including our named executive officers. This plan was established as an unfunded, non-contributory defined benefit plan under which we would pay supplemental pension benefits to certain key employees upon retirement. Benefits were based on a formula that includes a participant’s past and future earnings and years of service. Effective May 2009, we suspended the accrual of benefits to participants under the SERP and effective as of September 30, 2009 all future benefits under the SERP were discontinued. Mr. Schaefer has never been a participant in the SERP. Moreover, each of Mr. Cruciani and Ms. Johnson voluntarily surrendered any benefit potentially owed them under the plan at the end of calendar year 2009. Accordingly, as of September 30, 2011 none of our named executive officers had any accumulated benefit under the SERP.
Name Richard McHugh David B. Westrate Thomas C. Kempen (4) Brian R. Schilling Timothy A. Nettesheim Michael L. Swenson (4) proposal is approved. to the shareholder giving the notice: (i) the name and address of such shareholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder and such beneficial and the 2004 Recognition andFederal.Federal N.A. Upon the death or disability of the participant or upon a change of control of Citizens Community Bancorp, Inc., these awards become 100% exercisable or vested.DIRECTOR COMPENSATIONEach the ratification of such appointment.non-employee directors, exceptshareholders, our Chairman and Vice-Chairman, receives an annual retainer of $12,000. Our Chairman receives an annual retainer of $18,000 and our Vice-Chairman receives an annual retainer of $14,000. Additionally, each director receives $1,000 for each Board meeting attended. In addition to the foregoing amounts, the members of our Compensation Committee and Audit Committee each receive an additional annual retainer of $3,000. Moreover, the chairman of each of our Compensation Committee and Audit Committee receive an additional $500 per meeting for attendance at each meeting of the Compensation Committee and Audit Committee.We maintain a Director Retirement Plan, which is an unfunded, non-contributory defined benefit plan providing for supplemental pension benefits for our directors. Benefits are based on a formula that includes participants’ past and future earnings and years of service with Citizens. This retirement plan is administered by the Compensation Committee, which selects participants in the plan. Director McHugh is credited with one month of service under the plan for each month served since August 1, 2002.The remaining directors are credited with one month of service under the plan for every two months of service since August 1, 2002. The benefits under the plan are monthly payments for the lesser of 120 months or actual months of service under the plan, rounded up to the next full quarter end. Non-employee directors McHugh, Westrate and Schilling are participants in the plan. Neither Mr. Nettesheim nor Mr. Swenson are participants in the plan. Director McHugh has quarterly benefits of $4,500 per quarter, and non-employee directors Westrate and Schilling have quarterly benefits of $2,000 per quarter. Unless a vesting schedule is included in a participant’s plan agreement, each participating director is fully vested in the benefits under the plan upon executing the plan agreement. The benefits under the plan are unfunded and unsecured and are merely promised by Citizens. We are under no obligation to fund the plan in advance; however, if we chose to do so, such funded amounts would be automatically expensed at the time of funding. We accrue for the new liability based on a present value calculation. Benefits are expensed on a straight line basis over the remaining months until eligible retirement. Effective as of September 30, 2009, no director elected or selected (that was not an existing director as of such date) to become a director of Citizens after that date is eligible to participate in the Director Retirement Plan. All benefits owing our directors under this plan are vested. As of September 30, 2011, the accumulated present value of the benefit accrued under this plan for each of Mr. McHugh, Mr. Westrate and Mr. Schilling was $193,645, $63,099 and $47,644, respectively.Director Summary Compensation TableThe following table summarizes the director compensation for fiscal year 2011 for all of our non-employee directors. Fees Earned or
Paid in Cash ($) Option
Awards (1) Stock
Awards (2) Non-Qualified
Deferred
Compensation
Earnings ($) (3) Total ($) $ 36,000 $ — $ — $ 6,876 $ 42,876 $ 35,000 $ — $ — $ 4,085 $ 39,085 $ 25,000 $ — $ — $ 4,096 $ 29,096 $ 30,000 $ — $ — $ 4,752 $ 34,752 $ 30,000 $ — $ — $ — $ 30,000 $ 4,000 $ — $ — $ — $ 4,000 (1)For fiscal year 2011, there were no option awards granted.(2)For fiscal year 2011, there were no restricted stock awards granted.(3)“Non-Qualified Deferred Compensation Earnings” includes for the applicable fiscal year the aggregate increase in the actuarial present value of each named director’s accumulated benefit under our Director Retirement Plan, using the same assumptions and measurement dates used for financial reporting purposes with respect to our audited financial statements for the applicable fiscal year. See the caption “Note 12 – Retirement Plans” in the Notes to our Consolidated Financial Statements in the fiscal year 2011 Annual Report on Form 10-K, which was filed with the Commission on December 21, 2011, and such information is incorporated herein by reference. Effective as of September 30, 2009, no director elected or selected (that was not an existing director as of such date) to become a director of Citizens after that date is eligible to participate in the Director Retirement Plan.TRANSACTIONS WITH RELATED PERSONSThe Bank has a written policy of granting loans to officers and directors. Loans to directors and executive officers are made in the ordinary course of business and on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Citizens, in accordance with the Bank’s underwriting guidelines, and do not involve more than the normal risk of collectability or present other unfavorable features.Timothy A. Nettesheim is a director and a shareholder of Reinhart. Reinhart serves as our outside legal counsel. During fiscal 2011, Citizens paid Reinhart approximately $307,500 for legal services. We believe that the amounts paid to Reinhart are no greater than the fair market value of the services received.PROPOSAL 3: AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES FROM 20,000,000 TO 30,000,000We are asking our shareholders to approve an amendment to our Articles of Incorporation to increase the number of authorized shares of Common Stock from 20,000,000 to 30,000,000. The additional 10,000,000 shares of Common Stock will be part of the existing class of Common Stock, and if and when issued, will have the same rights and privileges as the shares of Common Stock presently issued and outstanding.Purpose of the Proposed AmendmentOur Board of Directors believes it appropriate as a matter of policy to request that itour shareholders ratify the appointment. If shareholder ratification is in our best interests to increasenot received, the number of authorized shares of Common Stock in order to give us greater flexibility in considering and planning for potential business needs. The increase in the number of authorized but unissued shares of Common Stock would enable us, without the expense and delay of seeking shareholder approval, to issue shares from time to time as may be required for proper business purposes.We anticipate that we may issue additional shares of Common Stock in the future in connection with one or more of the following:financing transactions, such as public or private offerings of Common Stock or convertible securities;acquisitions or other strategic transactions;our stock incentive plans; andother corporate purposes that have not yet been identified.At this time, we do not have any binding plans, commitments, arrangements, understandings or agreements regarding the issuance of Common Stock following the increase of our authorized shares. However, the availability of additional shares of Common Stock for issuance is, in our view, prudent and will afford us flexibility in acting upon financing transactions to strengthen our financial position and/or other business and strategic opportunities that may arise.As of January 6, 2012, we had 5,133,050 shares of Common Stock outstanding. In addition, as of January 6, 2012, options and other rights to acquire up to 148,962 shares of Common Stock were outstanding. Accordingly, out of 20,000,000 shares of Common Stock authorized, 5,282,012 shares were outstanding or reserved for issuance and 14,717,988 authorized shares remain available for future issuance.The increase in authorized Common Stock would only become effective upon the affirmative vote of a majority of the votes entitled to be cast by the holders of the Corporation’s outstanding Common Stock and the subsequent filing of the Articles of Amendment. The full text of the proposed amendment to the Articles of Incorporation is set forth inExhibit A to this Proxy Statement, and this discussion is qualified in its entirety by reference toExhibit A.Our Board of Directors will reconsider the appointment, and may issue additional shares of Common Stock onlyretain that firm or another firm without resubmitting the matter to the Corporation’s shareholders. Even if the actionappointment is permissible under Maryland law andratified, the rulesAudit Committee may, in its discretion, direct the appointment of a different firm at any time during the NASDAQ Stock Market, on which the Common Stock is quoted. For example,fiscal year if our Board of Directors were to makeit determines that such a stock acquisition which resulted in an increase of 20% or morechange would be in the numberCorporation’s best interests.shares of Common Stock outstanding, or 20% or more ofBaker Tilly Virchow Krause, LLP will be present at the voting power outstanding,Annual Meeting. Company Management will be available to respond to relevant questions regarding the NASDAQ Marketplace Rules would require shareholder approval. In addition, the NASDAQ Marketplace Rules require shareholder approval if we issue shares of Common Stock in connection with a transaction other than a public offering, where the shares (1) were issued at a price less than the greater of book or market value and (2) represented 20% or more of the number of sharesappointment of our Common Stock outstanding or 20% or more ofauditor. voting power outstanding.Possible Effects of the Proposed AmendmentIf the proposed amendment to our Articles of Incorporation is approved and effected, the additional authorized shares of Common Stock would be available for issuance at the discretion of our Board of Directors and without further shareholder approval, except as may be required by law or the rules of the NASDAQ Stock Market. The additional shares of Common Stock would have the same rights and privileges as the shares of Common Stock currently issued and outstanding. Holders of our Common Stock have no preemptive rights.The issuance of additional shares of Common Stock may, among other things, have a dilutive effect on earnings per share and on shareholders’ equity and voting rights. Furthermore, future sales of substantial amounts of Common Stock, or the perception that these sales might occur, could adversely affect the prevailing market price of the Common Stock or limit our ability to raise additional capital. Shareholders should recognize that, as a result of this proposal, they will own a smaller percentage of shares relative to the total authorized shares of Common Stock than they presently own.Although this proposal to increase the authorized number of shares of Common Stock has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, shareholders should be aware that approval of this proposal could facilitate future efforts by us to oppose changes in control and perpetuate our management, including transactions in which the shareholders might otherwise receive a premium for their shares over then current market prices. We would be able to use the additional shares to oppose a hostile takeover attempt or delay or prevent changes in control or management. For example, without further shareholder approval, the Board could sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. While the proposed amendment may have anti-takeover ramifications, the Board believes that the benefits it could confer on us outweigh any potential disadvantages.Vote Required for ApprovalThe affirmative vote of a majority of the outstanding shares of Common Stock is required for approval of this proposal.Because approval of the proposed amendment to our Articlesratification of Incorporation is based onBaker Tilly Virchow Krause, LLP requires the affirmative vote of a majority of the shares outstanding,of Common Stock represented at the failureAnnual Meeting, in person or by proxy, and entitled to vote athereon. Abstentions and broker non-vote or an abstentionnon-votes will havenot count toward the same effect as a vote againstdetermination of whether this proposal.If the Corporation’s shareholders approve the proposed amendment, the Corporation will file the amendment to the Articles of Incorporation with the State Department of Assessments and Taxation of Maryland after the Annual Meeting.believes that the approval and adoption of the amendment to our Articles of Incorporation is in the best interests of Citizens and its shareholders and recommends a vote “FOR”FOR the approval and adoptionratification of Baker Tilly as Citizens' independent registered public accounting firm for the amendment to our Articles of Incorporation.fiscal year ending September 30, 2015.20112014 will be made available, without charge, to any person entitled to vote at the Annual Meeting. Written requests should be directed to Edward H. Schaefer, President and Chief Executive Officer of Citizens Community Bancorp, Inc., 2174 EastRidge Center, Eau Claire, Wisconsin 54701.20132016 Proxy Statement in accordance with Rule 14a-8 must submit the proposal in writing to Edward H. Schaefer, President and Chief Executive Officer;Officer, Citizens Community Bancorp, Inc., 2174 EastRidge Center, Eau Claire, Wisconsin 54701. We must receive a proposal by September 26, 201228, 2015 (120 days prior to the anniversary of the mailing date of this Proxy Statement) in order to consider it for inclusion in our 20132016 Proxy Statement.20132016 annual meeting, but that are to be presented by the shareholder from the floor are subject to the advance notice provisions in our Bylaws. According to our Bylaws, in order to be properly brought before the meeting, a proposal not intended for inclusion in our proxy materials must be received at our principal offices after September 26, 201228, 2015 (120 days prior to the anniversary of the mailing date of this Proxy Statement) and before October 26, 201228, 2015 (90 days prior to the anniversary of the mailing date of this Proxy Statement), except with respect to director nominations. The notice must set forth the following: (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of the shareholder proposing such business, as they appear on the Corporation’s books, and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and number of shares of the Corporation’s capital stock that are beneficially owned or of record by such shareholder and the underlying beneficial owner;owner, if different; (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business; and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.owner;owner, if different; (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder; (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in his, her or its notice; and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director of Citizens if elected.20132016 Annual Meeting of Shareholders will have the right to exercise discretionary voting power with respect to such proposal.BY ORDER OF THE BOARD OF DIRECTORS/s/ Edward H. SchaeferEdward H. Schaefer,President and CEOEau Claire, WisconsinJanuary 24, 2012
EXHIBIT A
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF CITIZENS COMMUNITY BANCORP, INC.
1. The name of the Corporation is Citizens Community Bancorp, Inc.
2. The amendment adopted relates to Article 5 of the Articles of Incorporation of the Corporation. Subsection A. of Article 5 is amended in its entirety to read as follows:
ARTICLE 5.
A. Capital Stock. The total number of shares of capital stock of all classes which the Corporation has authority to issue is thirty-one million (31,000,000) shares, consisting of:
1. One million (1,000,000) shares of preferred stock, par value one cent ($.01) per share (the “Preferred Stock”); and
2. Thirty million (30,000,000) shares of common stock, par value one cent ($.01) per share (the “Common Stock”).
The aggregate par value of all the authorized shares of capital stock is three hundred ten thousand dollars ($310,000). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to time by the Board of Directors without further approval of the stockholders of the Corporation. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefore, which funds shall include, without limitation, the Corporation’s unreserved and unrestricted capital surplus.
The remainder of Article 5, as originally adopted, remains unchanged.
3. The foregoing amendment to the Articles of Incorporation of the Corporation was approved and advised for proposal to the stockholders by the Corporation’s Board of Directors on December 29, 2011 and was approved and adopted by the stockholders of the Corporation at its annual meeting of stockholders on February 23, 2012 in accordance with Section 2-607 of the Maryland General Corporation Law.
4. Immediately prior to the amendment to subsection A. of Article 5 described above, the total number of shares of stock of all classes which the Corporation had authority to issue was twenty-one million (21,000,000) shares having an aggregate par value of all the authorized shares of capital stock of two hundred ten thousand dollars ($210,000), consisting of: (a) One million (1,000,000) shares of preferred stock, par value one cent ($.01) per share; and (b) Twenty million (20,000,000) shares of common stock, par value one cent ($.01) per share.
5. The foregoing amendment to the Articles of Incorporation of the Corporation did not modify or change the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and other terms and conditions of redemption of any shares of any class of the Corporation’s capital stock
Dated thisday of, 2012.
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Please return this document to:
Lynn Werther
Reinhart Boerner Van Deuren s.c.
N16 W23250 Stone Ridge Drive
Waukesha, WI 53188
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FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL
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PROXY VOTING INSTRUCTIONS
Shareholders of record have three ways to vote:
A telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned this proxy. Please note telephone and Internet votes must be cast prior to 3 a.m., Eastern Time, February 23, 2012. It is not necessary to return this proxy if you vote by telephone or Internet.
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Please note that the last vote received, whether by telephone, Internet or by mail, will be the vote counted.
REVOCABLE PROXY
CITIZENS COMMUNITY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 23, 2012 – 4:00 P.M., LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard McHugh as the official Proxy Committee of the Board of Directors with full powers of substitution, as attorneys and proxies for the undersigned, to vote all share of common stock of Citizens Community Bancorp, Inc., which the undersigned is entitled to vote at the annual meeting of shareholders (“Meeting”), to be held at the
The proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR each of the proposals set forth herein.
Should a director nominee be unable to serve as a director, an event that Citizens Community Bancorp, Inc. does not currently anticipate, the persons named in this proxy reserve the right, in their discretion, to vote for a substitute nominee designated by the Board of Directors.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
This proxy may be revoked at any time before it is voted by delivering to the Secretary of Citizens Community Bancorp, Inc., on or before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy or a later dated proxy relating to the same shares of Citizens Community Bancorp, Inc. common stock, or by attending the annual meeting and voting in person. Attendance at the annual meeting will not in itself constitute the revocation of a proxy. If this proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
À FOLD AND DETACH HERE À
CITIZENS COMMUNITY BANCORP, INC. – ANNUAL MEETING, FEBRUARY 23, 2012
YOUR VOTE IS IMPORTANT!
Annual Meeting Materials are available on-line at:
http://www.cfpproxy.com/6089
You can vote in one of three ways:
1. Calltoll free 1-866-849-8138 on a Touch-Tone Phone. There isNO CHARGE to you for this call.
or
2. Via the Internet athttps://www.proxyvotenow.com/czwiand follow the instructions.
or
3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope.
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
6089
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FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL
¿¿
VOTING INSTRUCTIONS
Shareholders of record have three ways to vote:
A telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned this vote authorization form. Please note telephone and Internet votes must be cast prior to 3 a.m., Eastern Time, February 23, 2012. It is not necessary to return this vote authorization form if you vote by telephone or Internet.
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Please note that the last vote received, whether by telephone, Internet or by mail, will be the vote counted.
CONFIDENTIAL
401(K) PLAN VOTE AUTHORIZATION
CITIZENS COMMUNITY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 23, 2012 – 4:00 P.M., LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard McHugh as the official Proxy Committee of the Board of Directors with full powers of substitution, as attorneys and proxies for the undersigned, to vote all share of common stock of Citizens Community Bancorp, Inc., which the undersigned is entitled to vote at the annual meeting of shareholders (“Meeting”), to be held at the Eau Claire Golf and Country Club located at 828 Clubview Lane, Altoona, WI 54720, on Thursday, February 23, 2012, at 4:00 p.m., local time, and at any and all adjournments thereof. The Board of Directors recommends a vote “FOR” the listed proposals.
The proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR each of the proposals set forth herein.
Should a director nominee be unable to serve as a director, an event that Citizens Community Bancorp, Inc. does not currently anticipate, the persons named in this proxy reserve the right, in their discretion, to vote for a substitute nominee designated by the Board of Directors.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
This proxy may be revoked at any time before it is voted by delivering to the Secretary of Citizens Community Bancorp, Inc., on or before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy or a later dated proxy relating to the same shares of Citizens Community Bancorp, Inc. common stock, or by attending the annual meeting and voting in person. Attendance at the annual meeting will not in itself constitute the revocation of a proxy. If this proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS VOTE AUTHORIZATION FORM PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
À FOLD AND DETACH HERE À
CITIZENS COMMUNITY BANCORP, INC. – ANNUAL MEETING, FEBRUARY 23, 2012
YOUR VOTE IS IMPORTANT!
Annual Meeting Materials are available on-line at:
http://www.cfpproxy.com/6089
You can vote in one of three ways:
1. Calltoll free 1-866-849-8138 on a Touch-Tone Phone. There isNO CHARGE to you for this call.
or
2. Via the Internet athttps://www.proxyvotenow.com/czwiand follow the instructions.
or
3. Mark, sign and date your form and return it promptly in the enclosed envelope.
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
6089/7463
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¿ Detach above card, sign, date and mail in postage paid envelope provided. ¿
CITIZENS COMMUNITY BANCORP, INC.
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
Proxy Materials are available on-line at:
https://www.cfpproxy.com/6089
6089