SCHEDULE 14A(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: |
[_] Preliminary Proxy Statement | [_] Soliciting Material Under Rule 14a-12 |
[_] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[X] Definitive Proxy Statement |
[_] Definitive Additional Materials |
Guaranty Bancshares —————————————————————————————— Payment of Filing Fee (Check the appropriate box): |
[X] | No fee required. |
[_] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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[_] | Fee paid previously with preliminary 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. |
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1. | To elect three directors of Class I to serve on the Board of Directors of the Company until the Company’s 2004 Annual Meeting of Shareholders and until their successors are duly elected and qualified; |
2. | To consider and act upon a proposal to ratify the appointment of Fisk & Robinson,P.C. as the independent auditors of the books and accounts of the Company for the year ending December 31, 2001; and |
3. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
The close of business on March 7, 2001 has been fixedas the record date for the determinationof shareholders entitled to notice of and to vote at the Meeting or at any adjournments thereof. A list of shareholders entitled to vote at the Meeting will be available for inspection by any shareholder at the offices of the Company during ordinary business hours for aperiod of at least ten days prior to the Meeting. You are cordially invited and urged to attend the Meeting. If you are unable to attend the Meeting, you are requested to sign and date the enclosed proxy and return it promptly in the enclosed envelope. If you attendthe Meeting, you may vote in person, regardless of whether you have given your proxy. Your proxy may be revoked at any time before it is voted. |
By order of the Board of Directors, /s/ Arthur B. Scharlach, Jr. Arthur B. Scharlach, Jr. President |
The Board of Directors has nominated John A. Conroy, Clifton A. Payne and D. R. Zachry, Jr. for election as Class I directors at the Meeting. Messrs. Conroy, Payne and Zachry are currently serving as Class I directors. The Class I nominees receiving the affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Meeting will be elected. Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, all shares of Common Stock represented by proxy will be votedFOR the election of the nominees. If the authority to vote for the election of directors is withheld as to one but not all of the nominees, all shares of Common Stock represented by any such proxy will be votedFOR the election of the nominee as to whom such authority is not withheld. If a nominee becomes unavailable to serve as a director for any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the Board of Directors. The Board of Directors, however, has no reason to believe that any nominee will be unavailable to serve as a director. All of the nominees have consented to being named herein and to serve if elected. Any director vacancy occurring after the election may be filled only by a majority of the remaining directors, even if less than a quorum of the Board of Directors. A director elected to fill a vacancy will be elected for the unexpired portion of the term of his predecessor in office. Nominees for ElectionThe following table sets forth information with respect to each nominee for election as a director of the Company: |
Name | Age | Positions with Company and Guaranty Bank (the “Bank”) | |||
John A. Conroy | 83 | Class I Director of the Company; | |||
Director of the Bank | |||||
Clifton A. Payne | 43 | Class I Director, Senior Vice President | |||
and Controller of the Company; | |||||
Director; Executive Vice President and | |||||
Chief Financial Officer of the Bank | |||||
D. R. Zachry, Jr | 77 | Class I Director of the Company |
John A. Conroy. Mr. Conroy has served as a director of the Company since it was formed in 1980 and as a director of the Bank since 1975. Mr. Conroy has been the owner of Conroy Ford Tractor Company in Mount Pleasant, Texas for more than the past five years. Clifton A. Payne. Mr. Payne joined the Bank in 1984 after four years in private practice with a Certified Public Accountant firm. He became a Vice President of the Bank in 1986 and was elected an Executive Vice President in 1996 and Chief Financial Officer in 1998. In 1995, Mr. Payne was elected to the Board of Directors of the Company and the Bank. Mr. Payne is also a Senior Vice President and Controller of the Company. D. R Zachry, Jr. Mr. Zachry served as a director of the Bank from 1957 to 2001 and as a director of the Company since its inception. He has been retired for more than the past five years. -4- |
Name | Positions | Age | |||
Jonice Crane | Class II Director of the Company; | 74 | |||
Director of the Bank | |||||
C. A. Hinton, Sr | Class II Director of the Company; | 77 | |||
Director of the Bank | |||||
Bill G. Jones | Chairman of the Board, Class III | 71 | |||
Director and Chief Executive Officer | |||||
of the Company; Chairman of the | |||||
Board of the Bank | |||||
Weldon Miller | Class III Director of the Company; | 65 | |||
Director of the Bank | |||||
Arthur B. Scharlach, Jr | Class II Director and President of the | 61 | |||
Company; Director, President and Chief | |||||
Executive Officer of the Bank |
Jonice Crane. Ms. Crane joined the Bank in 1943 and had 53 years of continuous service until her retirement as an officer of the Bank in 1996. She served as an Executive Vice President of the Bank from 1971 to 1996 and has served as a director of the Bank since 1971 and a director of the Company since its inception. C. A. Hinton, Sr. Mr. Hinton has served as a director of the Bank since 1960 and as a director of the Company since it was formed in 1980. Mr. Hinton has been the Chairman of Hinton Production Company in Mount Pleasant, Texas for more than the past five years. Bill G. Jones. Mr. Jones joined the Bank as President and a director in 1969 and became Chairman of the Board in 1979. He retired as an officer of the Bank in 1996 but continues to serve as Chairman of the Board. Mr. Jones has been Chairman of the Board of the Company since 1992 and Chief Executive Officer of the Company since its formation in 1980. Weldon Miller. Mr. Miller became a director of the Company in 1980 and has served as a director of the Bank since 1969. Mr. Miller has been the President of Everybody’s Furniture Company in Mount Pleasant, Texas for more than the past five years. -5- |
Arthur B. Scharlach, Jr. Mr. Scharlach is the President and a director of the Company and President, Chief Executive Officer and a director of the Bank. He joined the Bank in 1970 as a Vice President and Loan Officer and was elected to the Bank’s Board of Directors in 1971. He was elected a Senior Vice President of the Bank in 1974, President in 1979, Chief Operating Officer in 1983 and Chief Executive Officer in 1989. He has served as a director of the Company since its inception and as President since 1992. Mr. Scharlach is a director and Immediate Past Chairman of The Independent Bankers Bank, formerly Texas Independent Bank, Dallas, Texas. Each officer of the Company is elected by the Board of Directors of the Company and holds office until his successor is duly elected and qualified or until his or her earlier death, resignation or removal. Operation of the Board of DirectorsThe Board of Directors of the Company held 12 meetings during 2000. None of the directors attended less than 75% of the aggregate of the (i) total number of meetings of the Board and (ii) total number of meetings held by committees on which each such director served, except for Mr. Zachry who attended 41% of such meetings. The Board of Directors has an Audit Committee and a Compensation Committee. The Audit Committee reviews the general scope of the audit conducted by the Company’s independent auditors and matters relating to the Company’s internal control systems. In performing its function, the Audit Committee meets separately with representatives of the Company’s independent auditors and with representatives of senior management. During 2000, the Audit Committee held six meetings. The Audit Committee is comprised of Messrs. Miller (Chairman) and Conroy and Ms. Crane, each of whom is an outside director. The Compensation Committee is responsible for making recommendations to the Board of Directors with respect to the compensation of the Company’s executive officers and is responsible for the establishment of policies dealing with various compensation and employee benefit matters. The Compensation Committee also administers the Company’s stock option plans and makes recommendations to the Board of Directors as to option grants to Company employees under such plans. During 2000, the Compensation Committee held five meetings. The Compensation Committee is comprised of Messrs. Hinton (Chairman) and Miller and Ms. Crane, each of whom is an outside director. Compensation Committee Interlocks and Insider ParticipationThe Compensation Committee consists of Jonice Crane, C.A. Hinton, Sr., and Weldon Miller, each of whom is an outside director of the Company. During 2000, no member of the Compensation Committee was an officer or employee of the Company or the Bank. Ms. Crane served as an Executive Vice President of the Bank until 1996. Directors CompensationDirectors of the Company receive fees for attending Company Board meetings. Inside directors are paid $200 for each meeting attended, and outside directors are paid $450 for each meeting attended. The Board of Directors of the Bank also meets monthly. Inside directors of the Bank are paid $400 for each meeting of the Bank’s Board of Directors attended, and outside directors are paid $500 for each meeting attended. An Executive Committee meets weekly and consists of all members of the Board of Directors of the Company. Inside directors are paid $250 for each Executive Committee meeting attended and outside directors are paid $300 for each Executive Committee meeting attended. -6- |
Name and Principal Position | Year | Salary | Bonus | All Other Compensation |
Bill G. Jones | 2000 | $50,400 | $14,482 | $39,219 | (1) | ||||
Chairman of the Board and Chief Executive Officer | 1999 | 48,000 | 16,400 | 40,156 | |||||
1998 | 48,000 | 13,900 | 39,968 | ||||||
Arthur B. Scharlach, Jr | 2000 | 228,750 | 63,032 | 98,688 | (2) | ||||
President | 1999 | 219,933 | 69,605 | 101,809 | |||||
1998 | 207,600 | 61,191 | 42,226 | ||||||
Clifton A. Payne | 2000 | 112,700 | 41,512 | 13,458 | (3) | ||||
Senior Vice President and Controller | 1999 | 106,400 | 43,930 | 15,497 | |||||
1998 | 96,800 | 37,382 | 13,657 | ||||||
Kirk Lee | 2000 | 88,250 | 24,961 | 9,441 | (4) | ||||
Bank President - Paris location | 1999 | 77,870 | 23,505 | 9,939 | |||||
1998 | 69,859 | 19,768 | 8,818 | ||||||
Tyson T. Abston | 2000 | 88,200 | 32,070 | 10,751 | (5) | ||||
Executive Vice President of the Bank | 1999 | 78,000 | 21,750 | 10,601 | |||||
1998 | 65,000 | 13,655 | 8,499 | ||||||
Byron M. Rhea | 2000 | 108,250 | 35,390 | 11,515 | (6) | ||||
Executive Vice President of the Bank | 1999 | 100,666 | 37,615 | 14,450 | |||||
1998 | 92,971 | 32,716 | 11,869 |
(1) | Consists of contributions by the Company to the 401(k) Plan of $3,893, $4,830, and $4,642 in 2000, 1999 and 1998, respectively, and the payment of $35,326, $35,326 and $35,326 in 2000, 1999 and 1998 respectively in connection with a supplemental retirement plan. |
(2) | Consists of contributions by the Company to the 401(k) Plan of $10,200, $12,000 and $12,290 in 2000, 1999 and 1998, respectively, and the accrual of $99,809, $89,809 and $29,936 in 2000, 1999 and 1998, respectively, in connection with a salary continuation plan. |
(3) | Consists of contributions by the Company to the 401(k) Plan of $9,022, $11,313 and $10,064 in 2000, 1999 and 1998, respectively, and the accrual of $4,436, $4,184, and $3,800 in 2000, 1999 and 1998, respectively, in connection with an incentive retirement plan. |
(4) | Consists of contributions by the Company to the 401(k) Plan of $6,793, $7,603 and $6,722 in 2000, 1999 and 1998, respectively, and the accrual of $2,648, $2,336 and $2,096 in 2000, 1999 and 1998, respectively, in connection with an incentive retirement plan. |
(5) | Consists of contributions by the Company to the 401(k) Plan of $7,223, $7,481 and $5,899 in 2000, 1999, and 1998, respectively, and the accrual of $3,528, $3,120 and $2,600, in 2000, 1999 and 1998, respectively, in connection with an incentive retirement plan. |
(6) | Consists of contributions by the Company to the 401(k) Plan of $7,185, $10,423 and $8,462 in 2000, 1999 and 1998, respectively, and the accrual of $4,330, $4,027 and $3,719 in 2000, 1999 and 1998, respectively, in connection with an incentive retirement plan. |
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Benefit PlansEmployeeStock Ownership Plan.Effective January 1, 1992, the Board of Directors of the Company voted to restate the existing 401(k) profit sharing (defined contribution) plan as an Employee Stock Ownership Plan (with 401(k) provisions) (“401(k) Plan”). The 401(k) Plan covers substantially all employees of the Company and six persons, four of whom are members of the Board of Directors, serve as trustees. The 401(k) Plan calls for an employer matching contribution on behalf of each 401(k) Plan participant of up to 4.0% of such participant’s qualified compensation. At December 3l, 2000, the book value of 401(k) Plan assets was approximately $5.5 million, with an approximate market value of $7.3 million. Contributions to the 401(k) Plan charged to expenses are as follows: |
Years Ended December 31, | |||||||
---|---|---|---|---|---|---|---|
2000 | 1999 | 1998 | |||||
Profit sharing plan expense | $280,000 | $294,000 | $271,000 | ||||
Supplemental Retirement Plan.In l992, the Company established a non-qualified, non-contributory retirement plan for the Company’s Chairman Bill G. Jones who retired from the Bank in 1996. The plan generally provides benefits equal to amounts payable under the Bank’s retirement plan and certain social security benefits to aggregate a predetermined percentage of Mr. Jones’ average salary over the five year period immediately prior to his retirement. Accordingly, this plan amount is not based on the salary and bonus of Mr. Jones as listed in the Executive Compensation table on page 7. The recorded accrued liability with respect to this plan accrues an annual interest rate of 9%. The Company pays to Mr. Jones $35,326 each year with respect to this plan without withholding any social security tax from such amount. The Plan expenses are as follows: |
Years Ended December 31, | |||||||
---|---|---|---|---|---|---|---|
2000 | 1999 | 1998 | |||||
Supplemental retirement plan expense | $15,000 | $17,000 | $18,000 | ||||
Executive Incentive Retirement Plan.In 1998, the Company established a non-qualified, non-contributory incentive retirement plan for certain executive officers of the Company and the Bank. The plan provides retirement benefits in amounts based on a selected percentage of salary, which varies depending upon each officer’s responsibility and longevity with the Company or the Bank. Accordingly, the executive officers bonus as listed in the Executive Compensation table on page 7 is not used in calculating this benefit. The percentage of salary which is contributed to the retirement plan by the Company is determined by the performance of the Company, however, no contribution to this plan is made in any given year in which the Company’s earnings fail to meet the targeted performance goal for that year. The executive officer is not required to pay social security tax until a payment is received by the executive officer under the plan. The plan is non-funded. Plan expenses are as follows: |
Years Ended December 31, | |||||||
---|---|---|---|---|---|---|---|
2000 | 1999 | 1998 | |||||
Executive incentive retirement plan expense | $29,000 | $23,000 | $18,000 | ||||
Salary Continuation Plan. In August 1998, the Company established a non-qualified, non-contributory salary continuation plan for the Company’s President Arthur B. Scharlach, Jr. The plan is designed to provide benefits over a ten-year period equal to 75% of Mr. Scharlach’s projected compensation at retirement as adjusted for amounts payable under the Company’s retirement plan and certain social security benefits. Mr. Scharlach pays social security tax on this benefit on an annual basis. The plan is non-funded. Plan expenses are as follows: |
Years Ended December 31, | |||||||
---|---|---|---|---|---|---|---|
2000 | 1999 | 1998 | |||||
Salary continuation plan ex | $100,000 | $90,000 | $30,000 | ||||
-9- |
Incentive Stock Option PlanEach of the named Executive Officers and other senior officers of the Company and the Bank are eligible to participate in the Company’s 1998 Plan. During the year ended December 31, 2000, the following non-qualified stock options vesting 20% per year for five years and expiring in eight years are granted by the Board of Directors to the following officers: Option Grants for Year Ended December 31, 2000 |
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (1) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Underlying Options | % of Total Options Granted to Employees in Year | Exercise Price | Expiration Date | 5% Appreciation $ Gain | 10% Appreciation $ Gain |
Arthur B. Scharlach, Jr | 20,000 | 22.3 | % | $9.30 | 3/28/08 | $88,806 | $212,707 | ||||||
Clifton A. Payne | 10,000 | 11.2 | % | $9.30 | 3/28/08 | $44,403 | $106,354 | ||||||
Byron M. Rhea | 10,000 | 11.2 | % | $9.30 | 3/28/08 | $44,403 | $106,354 | ||||||
Tyston T. Abston | 10,000 | 11.2 | % | $9.30 | 3/28/08 | $44,403 | $106,354 | ||||||
Kirk Lee | 7,500 | 8.4 | % | $9.30 | 3/28/08 | $33,303 | $ 79,766 | ||||||
Martin Bell | 5,000 | 5.6 | % | $9.30 | 3/28/08 | $22,202 | $ 53,177 | ||||||
Stanley V. Garrett | 5,000 | 5.6 | % | $9.30 | 3/28/08 | $22,202 | $ 53,177 | ||||||
Bruce Harwell | 5,000 | 5.6 | % | $9.30 | 3/28/08 | $22,202 | $ 53,177 | ||||||
Virgil Jones | 5,000 | 5.6 | % | $9.30 | 3/28/08 | $22,202 | $ 53,177 | ||||||
Devry Garrett | 5,000 | 5.6 | % | $9.30 | 3/28/08 | $22,202 | $ 53,177 | ||||||
Joseph M. Rose | 5,000 | 5.6 | % | $9.30 | 3/28/08 | $22,202 | $ 53,177 | ||||||
Robert Clark | 2,000 | 2.2 | % | $9.30 | 3/28/08 | $ 8,881 | $ 21,271 | ||||||
For purposes of the stock price performance graph, which appears later in this proxy statement, the Company has selected the Southwest Bank Index and the S&P 500 Total Return Index. However, in selecting companies to survey for such comparison purposes, the Compensation Committee considers many factors not directly associated with stock price performance, such as geographic location, growth rate, annual revenue, profitability, and market capitalization. For this reason, the number of companies surveyed for compensation data was substantially less than the number of companies included in the stock price performance graph. Annual Incentive Compensation. Annual bonuses are earned by each officer primarily on the basis of the Company’s achievement of certain corporate financial performance targets established each year. For the year ended December 31, 2000, bonuses are earned on the basis of the following factors: (i) Company revenue and net earnings targets established for each six month period; and (ii) the Company’s achievement of certain established goals and objectives for the year. The actual bonus paid for the three years ended December 31 to each of the officers is listed in the Summary Compensation Table as indicated in the bonus column. Actual Compensation. Upon recommendation by the Compensation Committee, the Board of Directors of the Company set Mr. Jones’ salary for 2000 at $50,400 and the Board of Directors of the Bank set Mr. Scharlach’s salary for 2000 at $228,750. In addition to his base salary, Mr. Jones and Mr. Scharlach each participates in the Company’s Bonus Plan and the amount of bonus received is based primarily on the Company’s Return on Equity. From the Bonus Plan 2000, Mr. Jones earned a bonus of $14,482 resulting in approximately 29% of his 2000 compensation being dependent on the success of the Company, and Mr. Scharlach earned a bonus of $63,032 resulting in approximately 28% of his 2000 compensation being dependent on the success of the Company. The amount contributed by the Company to the 401(k) Plan in fiscal year 2000 for the benefit of Mr. Jones was $3,893 and for the benefit of Mr. Scharlach was $10,200. Mr. Jones also received a payment of $35,326 in 2000 pursuant to a supplemental retirement plan. During 2000, the Company accrued approximately $100,000 for the benefit of Mr. Scharlach pursuant to a salary continuation plan. The Compensation Committee believes that each of Mr. Jones’ and Mr. Scharlach’s total compensation is reasonable and competitive based on comparative performance information and the overall performance of the Company. |
The Compensation Committee C.A. Hinton, Sr. Weldon Miller Jonice Crane |
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONSMany of the directors, executive officers and principal shareholders of the Company (i.e., those who own 10% or more of the Common Stock) and their associates, which include corporations, partnerships and other organizations in which they are officers or partners or in which they and their immediate families have at least a 5% interest, are customers of the Company. During 2000, the Company made loans in the ordinary course of business to many of the directors, executive officers and principal shareholders of the Company and their associates, all of which were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unaffiliated with the Company and did not involve more than the normal risk of collectability or present other unfavorable features. Loans to directors, executive officers and principal shareholders of the Company are subject to limitations contained in the Federal Reserve Act the principal effect of which is to require that extensions of credit by the Company to executive officers, directors and principal shareholders satisfy the foregoing standards. As of December 31, 2000, all of such loans aggregated $2.2 million which was approximately 6.5% of the Company’s Tier I capital at such date. The Company expects to continue to enter into such transactions, or transactions on a similar basis, with its directors, executive officers and principal shareholders and their associates in the future. -12- |
BENEFICIAL OWNERSHIP OF COMMON STOCK BY MANAGEMENT OF THE COMPANY AND PRINCIPAL SHAREHOLDERSThe following table sets forth certain information regarding the beneficial ownership of the Company Common Stock as of the Record Date, by (i) directors, executive officers of the Company and certain officers of the Bank listed in the Summary Compensation Table on page 7 herein, (ii) each person who is known by the Company to own beneficially 5% or more of the Common Stock and (iii) all directors and executive officers as a group. Unless otherwise indicated, based on information furnished by such shareholders, each person has sole voting and dispositive power over the shares indicated as owned by such person and the address of each shareholder is the same as the address of the Company. |
Name | Number of Shares | Percentage Beneficially Owned | |||
---|---|---|---|---|---|
John A. Conroy | 127,350 | 4 | .18% | ||
Jonice Crane | 97,692 | (1) | 3 | .21% | |
Guaranty Bancshares, Inc. Employee | |||||
Stock Ownership Plan (with 401 (k) | |||||
provisions) | 417,441 | 13 | .71% | ||
C. A. Hinton, Sr | 179,676 | (2) | 5 | .90% | |
Kirk Lee | 23,144 | (3) | * | ||
Bill G. Jones | 352,485 | (4) | 11 | .58% | |
Tyson T. Abston | 7,552 | (5) | * | ||
Weldon Miller | 224,872 | (6) | 7 | .39% | |
Clifton A. Payne | 30,831 | (7) | 1 | .01% | |
Byron M. Rhea | 28,402 | (8) | * | ||
Arthur B. Scharlach, Jr | 148,235 | (9) | 4 | .87% | |
D. R. Zachry, Jr | 80,029 | (10) | 2 | .63% | |
Directors and Executive Officers as a Group | 1,300,268 | 42 | .72% |
* Indicates ownership, which does not exceed 1.0%. |
(1) | Includes 3,500 shares held of record by the Jonice Crane IRA and 1,715 shares held of record by Ms. Crane’s husband. |
(2) | Includes 2,884 shares held of record by the Charles A. Hinton IRA. |
(3) | Includes 2,792 shares held of record by the Kirk Lee IRA and 18,472 shares held of record by the Company’s 401(k) Plan, over which Mr. Lee has investment control. |
(4) | Includes 22,827 shares held of record by the Bill G. Jones IRA Rollover, 161 shares held of record by Mr. Jones’ wife’s IRA and 17,291 shares held of record by the Company’s 401(k) Plan, over which Mr. Jones has investment control |
(5) | Includes 2,650 shares held of record by the Tyson Abston IRA and 4,617 shares held of record by the Company’s 401(k) Plan, over which Mr. Abston has investment control. |
(6) | Includes 8,463 shares held of record by Everybody’s Furniture Company, of which Mr. Miller is the President, 38,657 shares held of record by the Everybody’s Furniture Company Profit Sharing Plan & Trust of which Mr. Miller is the trustee, 865 shares held of record by the Weldon Miller IRA and 865 shares of held of record by Mr. Miller’s wife’s IRA. |
(7) | Includes 25,144 shares held of record by the Company’s 401(k) Plan, over which Mr. Payne has investment control. |
(8) | Includes 28,346 shares held of record by the Company’s 401(k) Plan, over which Mr. Rhea has investment control. |
(9) | Includes 10,338 shares held of record by the Arthur B. Scharlach, Jr. IRA, 34,041 shares held of record by Mr. Scharlach’s wife, and 63,703 shares held of record by the Company’s 401(k) Plan, over which Mr. Scharlach has investment control. |
(10) | Includes 2,884 shares held of record by the D. R. Zachry IRA. |
-13- |
5/21/1998 | 12/31/1998 | 12/31/1999 | 12/31/2000 | ||||||
---|---|---|---|---|---|---|---|---|---|
Guaranty (GNTY) | $100.00 | $ 64.00 | $ 68.86 | $ 82.72 | |||||
Southwest Bank Index (SWBI) | $100.00 | $ 94.51 | $ 90.68 | $ 98.25 | |||||
S & P 500 | $100.00 | $111.80 | $135.19 | $122.97 |
* Assumes $100 invested on May 21, 1998 and that all dividends were reinvested. -14- |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESection 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) requires the Company’s directors and executive officers and persons who own more than 10% of the outstanding Common Stock to file initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company with the Securities and Exchange Commission (the “Commission”). Officers, directors and greater than 10% shareholders are required to provide the Company with copies of all forms they file pursuant to Section 16(a) of the Exchange Act. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company, during the year ended December 31, 2000, all Section 16(a) reporting requirements applicable to the Company’s officers, directors and greater than 10% shareholders were complied with except that Clifton A. Payne was late filing one report covering one transaction, and D. R. Zachry, Jr. was late in filing one report covering one transaction. The required reports have been filed with the Commission. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORSThe Board of Directors has appointed Fisk & Robinson, P.C. (“Fisk & Robinson”) as the independent auditors of the books and accounts of the Company for the year ending December 3l, 2001. Fisk & Robinson, P.C. served as independent auditors of the books and accounts of the Company during fiscal year 2000 while Arnold, Walker, Arnold & Co., P.C. (“Arnold Walker”) served as the independent auditors of the books and accounts of the Company during fiscal year 1999. On January 19, 2000, Arnold Walker was notified that they would be dismissed following the issuance of their report on the Company’s 1999 financial statements and their review of the Company’s 1999 Form 10-K. Arnold Walker’s dismissal was effective on February 23, 2000. The decision to change accountants was recommended by the Audit Committee of the Board of Directors of the Company and approved by the Company’s Board of Directors. Arnold Walker’s report on the financial statements for the fiscal year 1999 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements during the fiscal year ended December 31, 1999 and the subsequent interim period prior to the dismissal of Arnold Walker, there were no disagreements between the Company and Arnold Walker on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Arnold Walker, would have caused Arnold Walker to make reference to the matter in their reports. During the Company’s fiscal year 1999 and the subsequent interim period prior to the dismissal of Arnold Walker, Arnold Walker did not advise the Company with respect to any of the matters listed in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K. Effective January 21, 2000, the Board of Directors of the Company appointed Fisk & Robinson as its principal accountant to audit the Company’s 2000 financial statements. During the Company’s fiscal year ended December 31, 1999 and subsequent interim period prior to the engagement of Fisk & Robinson neither the Company, nor anyone on its behalf, consulted Fisk & Robinson regarding the application of accounting principals to a specified completed or proposed opinion Fisk & Robinson might render on the Company’s financial statements. At the Meeting, the shareholders will be asked to consider and act upon a proposal to ratify the appointment of Fisk & Robinson. The ratification of such appointment will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote and present in person or represented by proxy at the Meeting. Representatives of Fisk & Robinson will not be present at the Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE PROPOSAL TO RATIFY SUCH APPOINTMENT. -15- |
The Audit Committee Weldon Miller Jonice Crane John Conroy |
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By order of the Board of Directors, By: /s/ Arthur B. Scharlach, Jr. Arthur B. Scharlach, Jr. President |
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• | been employed by Guaranty Bancshares, Inc. (Company) or its affiliates in the current or past three years; |
• | accepted any compensation from the Company or its affiliates in excess of $60,000 during the previous fiscal year (except for Board service, retirement plan benefits, or non-discretionary compensation); |
• | an immediate family member who is, or has been in the past three years, employed by the Company or its affiliates as an executive officer; |
• | been a partner, controlling shareholder or an executive officer of any for-profit business organization to which the Company made, or from which it received, payments (other than those which arise solely from investments in the Company’s securities) that exceed five percent of the Company’s or business organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years; or |
• | been employed as an executive of another entity where any of the Company’s executives serve on that entity’s compensation Committee. |
1. | Provide an open avenue of communication between the internal auditors, the independent accountant, and the Board. |
2. | Review and update the Committee’s charter annually. |
3. | Inquire of management, the Chief Auditor, and the independent accountant about significant risks or exposures and assess the steps management has taken to minimize such risk to the Company. The Committee is responsible for identifying at least annually the risk areas of the institution’s activities and assessing the extent of external auditing involvement needed over each area. The Committee is then responsible for determining what type of external auditing program will best meet the Bank’s needs.1 |
4. | Recommend to the Board the selection of the independent accountant, considering independence and effectiveness and approve the fees and other compensation to be paid to the independent accountant. Annually, the independent accountant shall provide to the Committee a formal written statement delineating all relationships between the accountant and the Company, consistent with Independence Standards Board Standard 1. The Committee shall actively engage in a dialogue with the accountant with respect to any disclosed relationships or services that may impact the objectivity and independence of the accountant. The Committee shall take, or recommend the Board take appropriate action to ensure the independence of the outside accountant. |
5. | Review, in consultation with the independent accountant and the Chief Auditor, the audit scope and plan of the independent accountant and the internal audit department. Consider the coordination of audit effort to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources. |
6. | Consider and review with the independent accountant and the Chief Auditor: |
• | The adequacy of the Company’s internal controls including computerized information system controls and security. |
• | Any related significant findings and recommendations of the independent accountant and internal audit department together with management’s responses thereto. |
7. | Review with management and the independent accountant at the completion of the annual examination: |
• | The Company’s annual financial statements and related footnotes. |
• | The independent accountant’s audit of the financial statements and his or her report thereon. |
• | Any significant changes required in the independent accountant’s audit plan. |
• | Any serious difficulties or disputes with management encountered during the course of the audit. |
• | Other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards. |
8. | Consider and review with management and the chief auditor: |
• | Significant audit findings during the year and management’s responses thereto. |
• | Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information. |
• | Any changes required in the planned scope of their audit plan. |
(1) Interagency Policy Statement on External Auditing Programs of Banks and Savings Associations, September, 1999 |
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• | The Internal Auditing Department Charter. |
• | The Internal Audit Department’s compliance with The Institute for Internal Auditors’ (IIA)Standards for the Professional Practice of Internal Auditing (Standards). These standards address the independence, professional proficiency, scope of work, performance of audit work, and management of internal audit. |
9. | Review legal and regulatory matters that may have a material impact on the financial statements, related Company compliance policies, and programs and reports received from the regulators. |
10. | Report Committee actions and recommendations to the Board. |
11. | The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. |
12. | The Committee will perform such other functions as assigned by law, the Company’s charter or bylaws, or the Board of Directors. |
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GUARANTY BANCSHARES, INC. VOTE BY MAIL- Mark, sign and date your proxy card and return it in the postage-paid envelope we've provided or return to Guaranty Bancshares, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717 TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: GUARA 1 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. GUARANTY BANCSHARES, INC. This proxy is solicited on behalf of the Board of Directors of the Company and will be voted FOR the following proposals unless otherwise indicated. |
For All | Withhold All | For All Except | |||||||
1. | ELECTION OF DIRECTORS to serve until the 2004 Annual Meeting of Shareholders and until their successors are duly elected and qualified. | [ ] | [ ] | [ ] |
Nominees: 01) John A. Conroy, 02) Clifton A. Payne, and 03) D.R. Zachry, Jr. |
To withhold authority to vote, mark "For All Except" and write the nominee's number on the line below.
Vote on Proposal
For | Against | Abstain | |||||||
2. | RATIFICATION OF THE APPOINTMENT OF Fisk & Robinson, P.C. as the Independent auditors of the books and accounts of the Company for the year ending December 31, 2001 | [ ] | [ ] | [ ] |
NOTE: To transact such other business as may properly come before the meeting or any adjournment thereof. |
YOUR VOTE IS IMPORTANT.
To ensure your representation at the Meeting, you are urged to complete, date, and sign the enclosed proxy and return it in the accompanying envelope at your earliest convenience, regardless of whether you plan to attend the Meeting. No additional postage is necessary if the proxy is mailed in the United States. The proxy is revocable at any time before it is voted at the Meeting.
Signature [PLEASE SIGN WITHIN BOX] Date | Signature (Joint Owners) Date |
GUARANTY BANCSHARES, INC.
Annual Meeting of Shareholders to be Held on Tuesday, April 17, 2001
This Proxy is Solicited on Behalf of the Board of Directors.
The 2001 Annual Meeting of Shareholders of Guaranty Bancshares, Inc. (the "Company") will be held at 100 West Arkansas, Mount Pleasant, Texas, on Tuesday, April 17, 2001, beginning at 2:00 p.m. (local time). The undersigned hereby acknowledges receipt of the related Notice of Annual Meeting of Shareholders and Proxy Statement dated March 16, 2001 accompanying this proxy.
The undersigned hereby appoints Bill G. Jones and Arthur B. Scharlach, Jr. and each of them, attorneys and agents, with full power of substitution, to vote as proxy all shares of Common Stock, par value $1.00 per share, of the Company owned of record by the undersigned and otherwise to act on behalf of the undersigned at the Annual Meeting of Shareholders and any adjournment thereof in accordance with the directions set forth herein and with descretionary authority with respect to such other matters, as may properly come before such meeting or any adjournment thereof, including any matter presented by a shareholder at such meeting for which advance notice was not received by the Company in accordance with its Bylaws.
This proxy is solicited by the Board of Directors and will be voted in accordance with the undersigned's directions set forth herein. If no direction is made, this proxy will be voted FOR the election of all nominees for director named herein to serve on the Board of Directors until the 2004 Annual Meeting of Shareholders and until their successors are duly elected and qualified and FOR the ratification of the appointment of Fisk &Robinson, P.C. as the independent auditors of the books and accounts of the Company for the year ending December 31, 2001.