UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
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o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to §240.14a-12 |
Sierra Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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EXPLANATORY NOTE
This Amendment No. 1 (“Amendment”) amends the Definitive Proxy Statement (the “Proxy Statement”) filed by Sierra Bancorp (the “Company,” “we” or “us”) with the Securities and Exchange Commission on April 14, 2017. The Proxy Statement was filed in connection with the Company’s 2017 Annual Meeting of Shareholders to be held on May 24, 2017.
This Amendment is being filed to add Proposal 5: Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation, which is required by SEC rules to be included every six years regardless of a company’s frequency of holding “say-on-pay” votes historically. We are asking shareholders to approve, on an advisory and non-binding basis, the frequency of holding an advisory vote on executive compensation, as described in the Supplement to Proxy Statement dated May 8, 2017 (the “Supplement”). Our recommendation is that we continue to hold such an advisory vote on an annual basis as we have done since 2011.
This Amendment includes (i) the Supplement, which adds Proposal 5 to the Proxy Statement; (ii) the amended proxy card to be distributed to the Company’s shareholders reflecting the addition of Proposal 5; and (iii) the transmittal letter to shareholders accompanying these items. No other changes are being made to the Proxy Statement.
May 8, 2017
Dear Shareholder:
You previously received our proxy statement dated April 14, 2017 (the “Proxy Statement”) in connection with our 2017 Annual Meeting of Shareholders to be held on May 24, 2017. The attached Supplement is designed solely to add a Proposal Five to the Proxy Statement, which is the Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation. We are asking shareholders to approve, on an advisory and non-binding basis, the frequency of holding an advisory vote on executive compensation. This proposal, which is required by the SEC to be included every six years regardless of a company’s frequency of holding “say-on-pay” votes historically, is described in the attached Supplement. Please note that in 2011 we suggested, and shareholders approved, the inclusion of this say-on-pay proposal on an annual basis. We recommend that we continue to hold such an advisory vote on an annual basis as we have done since 2011.
We have also included an amended proxy card for your action.Please sign, date and return the enclosed proxy card in the postage paid envelope provided, or vote your shares electronically or by telephone, so that as many shares as possible may be represented.
If you have already voted and do not submit a new (amended) proxy card, your previously submitted proxy will be voted at the annual meeting with respect to all other proposals but will not be counted in determining the outcome of the Say-on-Pay Frequency Proposal.
PLEASE NOTE THAT IF YOU SUBMIT A NEW PROXY CARD IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW PROXY CARD.
If you have any questions, please feel free to contact me or Kenneth R. Taylor, Executive Vice President and Chief Financial Officer, at (559) 782-4900. Thank you very much.
Kevin J. McPhaill |
Important Notice Regarding the Availability of Proxy Materials for the
2017 Annual Meeting of Shareholders to be held on May 24, 2017
The attached Supplement dated May 8, 2107, the Proxy Statement dated April 14, 2017,
the form of amended proxy card and the Company’s 2016 Annual Report to Shareholders
are available electronically atwww.sierrabancorp.com/financials
SIERRA BANCORP
86 North Main Street
Porterville, California 93257
(559) 782-4900
SUPPLEMENT TO PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 2017
This Supplement amends our proxy statement dated April 14, 2017 (the “Proxy Statement”) which you received previously in connection with our 2017 Annual Meeting of Shareholders to be held on May 24, 2017. This Supplement is designed solely to add a Proposal Five: Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation. We are asking shareholders to approve, on an advisory and non-binding basis, the frequency of holding an advisory vote on executive compensation. Our recommendation is that we continue to hold such an advisory vote on an annual basis as we have done since 2011.
Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement. This Supplement should be read together with the Proxy Statement.
PROPOSAL 5
ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE
ON EXECUTIVE COMPENSATION
The Dodd-Frank Act also enables shareholders to approve, on an advisory non-binding basis, the frequency of the advisory vote on the compensation of our Named Executive Officers, as described in Proposal 4 above. Accordingly, shareholders may indicate whether they would prefer an advisory vote on such executive compensation once every one, two, or three years, or whether they wish to abstain from casting a vote.
After considering the benefits and consequences of each option for the frequency of advisory say-on-pay votes, our Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate approach for the Company. The Board believes that current corporate practices and governance trends favor an annual advisory vote. This gives shareholders the opportunity to react promptly to emerging trends in compensation, and gives the Board and the Compensation Committee the opportunity to evaluate compensation decisions in light of yearly feedback from shareholders.
As an advisory vote, the result will not be binding upon the Company, although the Compensation Committee and the Board of Directors value the opinions expressed by shareholders and will certainly give consideration to the frequency option that receives the highest number of shareholder votes. Shareholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their choice among the frequency options.
Please mark on the Amended Proxy Card your preference as to the frequency of holding shareholder advisory votes on executive compensation, as every one, two or three years, or mark “abstain” on this proposal.
PLEASE NOTE THAT IF YOU SUBMIT A NEW (AMENDED) PROXY CARD IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW PROXY CARD.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE OPTION OF ONCE EVERY YEAR AS THE FREQUENCY FOR THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
The date of this Supplement is May 8, 2017