UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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x Definitive Proxy Statement
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FNB BANCORP |
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FNB BANCORP
Name and Address | Amount and Nature of Beneficial Ownership | Percentage of Ownership (1) | |||||
The Ricco Lagomarsino Trust (2) 26 Hillcrest Drive Daly City, CA 94014 | 325,946 shares | 10.24 | % | ||||
Thomas G. Atwood, D.D.S. c/o Cypress Abbey Company P.O.Box 516 Colma, CA 94014 | 484,126 shares | (3) | 15.22 | % | |||
Thomas C. McGraw (4) 510 Fawn Drive San Anselmo, CA 94960 | 177,854 shares | 5.59 | % |
(1) | Based upon 3,181,714 shares outstanding. |
(2) | Lisa Angelot is a Director of the Company and a co-trustee of the Trust and she disclaims beneficial ownership of these shares. Please see stock ownership table on page 6. |
(3) | Includes 285,360 shares owned by Cypress Abbey Company, a corporation in which Dr. Atwood is the principal shareholder. Dr. Atwood is a Director of the Company. Please see stock ownership table on page 6. |
(4) | Mr. McGraw is Chief Executive Officer, Secretary and a Director of the Company. Please see stock ownership table on page 6. |
Shares Beneficially Owned as of February 28, 2010 (1) | ||||||||||||||||||
Nominee and/or Executive Officer | Age | Positions Held With the Bank and Company | Director Since | Sole (2) | Shared (3) | % of Total | Note | |||||||||||
Lisa Angelot | 52 | Chairwoman of the Board Director | 2010 for Bank and Company 1999 for Bank; 2001 for Company | 18,241 | 2,104 | 0.64 | % | (4 | ) | |||||||||
Thomas C. McGraw | 58 | Chief Executive Officer, Secretary, Director | 1989 for Bank; 2001 for Company | 13,948 | 163,906 | 5.57 | % | (5 | ) | |||||||||
Thomas G. Atwood, D.D.S. | 63 | Director | 2010 for Bank and Company | 198,766 | 285,360 | 6.25 | % | (6 | ) | |||||||||
Ronald R. Barels, D.D.S. | 63 | Director | 2009 for Bank and Company | 2,050 | 0 | 0.06 | % | (7 | ) | |||||||||
Merrie Turner Lightner | 54 | Director | 2007 for Bank and Company | 3,260 | 0 | 0.10 | % | (8 | ) | |||||||||
Michael Pacelli | 61 | Director | 2006 for Bank and Company | 4,173 | 0 | 0.13 | % | (9 | ) | |||||||||
Edward J. Watson | 62 | Director | 1996 for Bank; 2001 for Company | 18,427 | 0 | 0.58 | % | (10 | ) | |||||||||
Jim D. Black | 53 | President, Director | 2002 for Bank and Company | 34,262 | 1,799 | 1.12 | % | (11 | ) | |||||||||
Anthony J. Clifford | 47 | Executive Vice President and Chief Operating Officer, Director | 2002 for Bank and Company | 30,883 | 0 | 0.96 | % | (12 | ) | |||||||||
David A. Curtis | 51 | Senior Vice President and Chief Financial Officer | 2006 for Bank and Company | 4,042 | 0 | 0.13 | % | (13 | ) | |||||||||
Randy R. Brugioni | 43 | Senior Vice President and Senior Loan Officer | 2002 for Bank and Company | 24,352 | 2,100 | 0.83 | % | (14 | ) | |||||||||
All directors and executive officers (11 persons) as a group | 352,404 | 455,269 | 24.54 | % | (15 | ) |
(1) | This table is based upon information supplied by directors, executive officers and principal shareholders. Percentages are based upon 3,181,714 shares outstanding. |
(2) | The named persons exercise sole voting and investment power with respect to shares listed in this column. |
(3) | The named persons share voting and investment power with respect to shares listed in this column. |
(4) | Includes 1,704 shares held by Ms. Angelot as Custodian for Eric Angelot and 400 shares by Ms. Angelot as Custodian for Katherine Brandenberger. A total of 325,946 shares are held by the Ricco Lagomarsino Trust for which Ms. Angelot serves as one of the co-trustees. Ms. Angelot disclaims beneficial ownership of such shares. Includes 729 shares of presently exercisable stock options under the Company’s Stock Option Plan and 3,439 shares of presently exercisable stock options of the Company’s 2002 Stock Option Plan. Includes 2,103 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. |
(5) | Includes 163,906 shares held by the Thomas C. and Virginia K. McGraw Family Trust for which Mr. McGraw serves as co-trustee. Includes 729 shares of presently exercisable stock options under the Company’s Stock Option Plan; 3,439 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan, and 9,410 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. |
(6) | Includes 285,360 shares held by Cypress Abbey Company, a corporation in which Dr. Atwood is a principal shareholder. |
(7) | No presently exercisable stock options. |
(8) | Includes 2,103 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. |
(9) | Includes 1,766 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan. Includes 2,103 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. |
(10) | Includes 729 shares of presently exercisable stock options under the Company’s Stock Option Plan; 3,439 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan, and 2,103 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. Includes 10,325 shares held in IRA accounts. |
(11) | Includes 5,651 presently exercisable stock options under the Company’s Stock Option Plan and 26,061 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan. Includes 2,103 shares of presently exercisable stock options under the 2008 Stock option Plan. Includes 1,459 shares held in the name of Jim and Lisa Black, as joint tenants. Includes 274 shares held in trust for Greg Black and includes 66 shares held in trust for Janelle Black. Excludes 4,861 shares held in the Bank’s Deferred Compensation Trust. |
(12) | Includes 3,182 shares of presently exercisable stock options under the Company’s Stock Option Plan, and 26,061 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan. Includes 1,267 shares of presently exercisable stock options under the 2008 Stock Option Plan. Excludes 5,318 shares held in the Bank’s Deferred Compensation Trust. |
(13) | Includes 1,587 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan. Includes 2,103 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. Excludes 773 shares held in the Bank’s Deferred Compensation Trust. |
(14) | Includes 4,127 shares of presently exercisable stock options under the Company’s Stock Option Plan, and 11,634 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan and 716 shares of presently exercisable stock options under the Company’s 2008 Stock Option Plan. Excludes 12,180 shares held in the Bank’s Deferred Compensation Trust. |
(15) | Includes a total of 14,418 shares of presently exercisable stock options under the Company’s Stock Option Plan and 73,987 shares of presently exercisable stock options under the Company’s 2002 Stock Option Plan. Includes 21,072 shares of presently exercisable stock options under the 2008 Stock Option Plan. Excludes 23,132 shares held by the Bank’s Deferred Compensation Trust for the accounts of Messrs. Black, Brugioni, Clifford and Curtis. See “Deferred Compensation Plan” herein. |
Lisa Angelot | Chairwoman of the Board of Directors of the Company since 2010. Director of the Company since 2001. Director of First National Bank since 1999. Property manager for the Lagomarsino Properties in Daly City since 1992. Her grandfather was Ricco Lagomarsino, Founding Director and Chairman of First National Bank. |
Thomas C. McGraw | Director and Secretary of the Company since 2001. Chief Executive Officer of the Company and First National Bank since April 1, 2002. Director and Secretary of First National Bank since 1989, and President and Chief Operating Officer of First National Bank from October 2001 until April 1, 2002. Formerly, self-employed communications consultant in San Mateo and Marin Counties, since 1987. |
Edward J. Watson | Director of the Company since 2001. Director of First National Bank since 1996. Certified Public Accountant. Attorney and partner in the law firm of Watson & Lanctot LLP, formerly known as Dreher, Garfinkle & Watson. |
Thomas G. Atwood, D.D.S. | Director of the Company and the Bank since 2010. Dr. Atwood previously served on the Bank’s Board from 1977 through 1996. Dr. Atwood is also President and principal shareholder of Cypress Abbey Company. |
Ronald R. Barels, D.D.S. | Director of the Company and First National Bank Since June, 2009. Dr. Barels is currently owner and manager of Cypress Golf Course in Colma, California. He has a strong background in business as a dental practice owner and has served as a Director of the Colma-Daly City Chamber of Commerce and as a Director of the San Mateo County community Colleges Foundation. |
Merrie Turner Lightner | Director of the Company and First National Bank since April, 2007. Vice President and Chief Financial Officer of the Lightner Property Group, Inc., based in San Francisco, since 1984. Ms. Lightner is also an attorney at law and a licensed real estate broker since 1981, and a former commission president of the San Francisco Rent Stabilization and Arbitration Board from 1997 to 1998, then Commissioner to April 2004. Ms. Lightner has extensive business experience in real estate management and development matters. |
Michael Pacelli | Director of the Company and First National Bank since April 1, 2006. President of Bay Relations, Inc. since 1992. He has been involved in public relations and community organizations in San Mateo County and San Francisco for over 25 years. |
Jim D. Black | Director of the Company and First National Bank since March 2002. President of the Company and First National Bank since April 1, 2002. Formerly, Senior Vice President and Senior Lending Officer of First National Bank and an employee since 1981. |
Anthony J. Clifford | Director of the Company and First National Bank since March 2002. Executive Vice President and Chief Operating Officer of the Company and First National Bank since April 1, 2002. Formerly, Vice President and Branch Administrator of First National Bank since 1995; Vice President and Branch Manager of First National Bank since 1990; and Assistant Vice President and Branch Manager of First National Bank since 1983. |
David A. Curtis | Senior Vice President and Chief Financial Officer of the Company and First National Bank since December 2006. Senior Vice President and Controller, Capital Corp of the West, Merced, California (the holding company for County Bank), from 1997 to November 2006. He became a Certified Public Accountant in 1986. |
Randy R. Brugioni | Senior Vice President and Senior Loan Officer of the Company and First National Bank since 2002. Joined the Bank in 1989 as a management trainee and continued in the lending area since 1991, being promoted successively to his current position. He graduated from UCLA with a B. A. in Economics in 1989. |
None of the directors of the Company is a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, whose common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
Angelot | McGraw | Atwood | Barels | Lightner | Pacelli | Watson | Black | Clifford | ||||||||||
Experience, Qualification, Skill or Attribute | ||||||||||||||||||
Professional standing in chosen field | x | x | x | x | x | x | x | x | x | |||||||||
Experience in financial services or related industry | x | x | x | x | ||||||||||||||
Audit Committee Financial Expert | x | |||||||||||||||||
Civic and community involvement | x | x | x | x | x | x | x | x | x | |||||||||
Leadership and team building skills | x | x | x | x | ||||||||||||||
Diversity by race, gender or culture | x | x | ||||||||||||||||
Specific skills knowledge | ||||||||||||||||||
- finance | x | x | x | x | ||||||||||||||
- healthcare | x | x | ||||||||||||||||
- marketing | x | x | ||||||||||||||||
- human resources | x | x | x | x | x | x | x | x | x |
Name | Board | Audit | Compensation | Executive Committee | Loan and Discount | Nominating | ||||||
Lisa Angelot | Member | Member | Chair | Chair | Chair | Member | ||||||
Ronald R. Barels, D.D.S. | Member | Member | Member | Member | ||||||||
Jim D. Black | Member | Member | Member | Member | ||||||||
Anthony J. Clifford | Member | Member | Member | Member | ||||||||
Merrie Turner Lightner | Member | Member | Member | Member | Member | |||||||
Thomas C. McGraw | Member | Member | Member | Member | ||||||||
Michael Pacelli | Member | Member | Member | Member | Member | |||||||
Edward J. Watson | Member | Chair | Member | Member | Member | |||||||
Michael R. Wyman | Chair | Member | Member | Chair | ||||||||
Number of 2009 meetings | 15 | 3 | 1 | 10 | 40 | 0 |
Name | Fees Earned or Paid in Cash | Option Awards (1) | Change in Nonqualified Deferred Compensation Earnings (2) | Total | ||||||||
Lisa Angelot | $ | 36,000 | $ | 3,770 | ─ | $ | 39,770 | |||||
Ronald R. Barels, D.D.S. | $ | 21,000 | $ | ─ | ─ | $ | 21,000 | |||||
Merrie Turner Lightner | $ | 36,000 | $ | 3,770 | ─ | $ | 39,770 | |||||
Michael Pacelli | $ | 36,000 | $ | 3,770 | ─ | $ | 39,770 | |||||
Edward J. Watson | $ | 36,000 | $ | 3,770 | ─ | $ | 39,770 | |||||
Michael R. Wyman | $ | 36,000 | $ | 3,770 | ─ | $ | 39,770 |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) ) (c) | |||||
Equity compensation plans approved by security holders | 430,034 | $ | 18.93 | 308,480 | ||||
Equity compensation plans not approved by security holders | ─ | ─ | ─ | |||||
Total | 430,034 | $ | 18.93 | 308,480 |
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Option Awards ($) (e) | Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | |||||||||||||
Thomas C. McGraw, | 2009 | 257,500 | ─ | 18,850 | ─ | 13,905 | 290,255 | |||||||||||||
Chief Executive | 2008 | 250,000 | 30,000 | 16,840 | ─ | 23,339 | 320,179 | |||||||||||||
Officer | 2007 | 230,000 | 50,000 | 5,820 | ─ | 23,227 | 309,047 | |||||||||||||
Jim D. Black, | 2009 | 249,260 | ─ | 24,505 | (25,756 | ) | 67,284 | 315,293 | ||||||||||||
President | 2008 | 242,000 | 30,000 | 24,208 | 14,661 | 70,999 | 379,868 | |||||||||||||
2007 | 220,000 | 50,000 | 32,010 | 20,477 | 61,444 | 383,931 | ||||||||||||||
Anthony J. Clifford, | 2009 | 237,930 | ─ | 24,505 | (18,083 | ) | 42,262 | 286,614 | ||||||||||||
Executive Vice President, | 2008 | 231,000 | 30,000 | 24,208 | 6,055 | 48,223 | 318,486 | |||||||||||||
Chief Operating Officer | 2007 | 210,000 | 50,000 | 32,010 | 9,468 | 41,893 | 343,371 | |||||||||||||
David A. Curtis, | 2009 | 202,125 | ─ | 15,080 | (1,565 | ) | 56,874 | 272,514 | ||||||||||||
Senior Vice President, | 2008 | 192,500 | 15,000 | 12,630 | 169 | 49,624 | 274,923 | |||||||||||||
Chief Financial Officer | 2007 | 175,000 | 20,000 | 11,640 | ─ | 29,784 | 236,424 | |||||||||||||
Randy R. Brugioni, | 2009 | 169,950 | ─ | 16,965 | 17,640 | 5,099 | 209,654 | |||||||||||||
Senior Vice President, | 2008 | 165,000 | 20,000 | 13,683 | 2,102 | 12,242 | 213,027 | |||||||||||||
Senior Loan Officer | 2007 | 156,000 | 30,000 | 17,460 | 6,010 | 12,242 | 221,712 |
Name | Grant Date | Number of Securities Underlying Options (# shares) | Exercise or Base Price of Option Awards ($/Sh) | |||||
Thomas C. McGraw | 12/18/2009 | 5,000 | $ | 7.46 | ||||
Jim D. Black | 12/18/2009 | 6,500 | $ | 7.46 | ||||
Anthony J. Clifford | 12/18/2009 | 6,500 | $ | 7.46 | ||||
David A. Curtis | 12/18/2009 | 4,000 | $ | 7.46 | ||||
Randy R. Brugioni | 12/18/2009 | 4,500 | $ | 7.46 |
Option Awards | |||||||||||||
Name | Number of Securities Underlying Unexercised Option - # Exercisable (1) | Number of Securities Underlying Unexercised Option - # Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | |||||||||
Thomas C. McGraw | 365 | ─ | 15.43 | 6/28/2010 | |||||||||
364 | ─ | 16.15 | 6/29/2011 | ||||||||||
369 | ─ | 18.61 | 7/24/2012 | ||||||||||
422 | ─ | 17.77 | 5/23/2013 | ||||||||||
436 | ─ | 24.25 | 5/26/2014 | ||||||||||
446 | ─ | 23.55 | 6/24/2015 | ||||||||||
608 | ─ | 29.82 | 6/23/2016 | ||||||||||
1,158 | ─ | 26.35 | 6/22/2017 | ||||||||||
4,410 | ─ | 11.20 | 9/26/2018 | ||||||||||
5000 | ─ | 7.46 | 12/18/2019 | ||||||||||
Jim D. Black | 1,197 | ─ | 15.43 | 6/28/2010 | |||||||||
1,908 | ─ | 16.15 | 6/29/2011 | ||||||||||
4,432 | ─ | 18.61 | 7/24/2012 | ||||||||||
6,330 | ─ | 17.77 | 5/23/2013 | ||||||||||
6,366 | ─ | 24.25 | 5/26/2014 | ||||||||||
5,105 | 1,277 | 23.55 | 6/24/2015 | ||||||||||
3,828 | 2,553 | 29.82 | 6/23/2016 | ||||||||||
2,546 | 3,821 | 26.35 | 6/22/2017 | ||||||||||
1,267 | 5,072 | 11.20 | 9/26/2018 | ||||||||||
─ | 6,500 | 7.46 | 12/18/2019 | ||||||||||
Anthony J. Clifford | 636 | ─ | 16.15 | 6/29/2011 | |||||||||
4,432 | ─ | 18.61 | 7/24/2012 | ||||||||||
6,330 | ─ | 17.77 | 5/23/2013 | ||||||||||
6,366 | ─ | 24.25 | 5/26/2014 | ||||||||||
5,105 | 1,277 | 23.55 | 6/24/2015 | ||||||||||
3,828 | 2,553 | 29.82 | 6/23/2016 | ||||||||||
2,546 | 3,821 | 26.35 | 5/22/2017 | ||||||||||
1,267 | 5,072 | 11.20 | 9/26/2018 | ||||||||||
─ | 6,500 | 7.46 | 12/18/2019 | ||||||||||
David A. Curtis | 926 | 1,389 | 26.35 | 6/22/2017 | |||||||||
661 | 2,647 | 11.20 | 9/26/2018 | ||||||||||
─ | 4,000 | 7.46 | 12/18/2019 | ||||||||||
Randy R. Brugioni | 1,343 | ─ | 15.43 | 6/28/2010 | |||||||||
1,395 | ─ | 16.15 | 6/29/2011 | ||||||||||
2,069 | ─ | 18.61 | 7/24/2012 | ||||||||||
2,815 | ─ | 17.77 | 5/23/2013 | ||||||||||
2,681 | ─ | 24.25 | 5/26/2014 | ||||||||||
2,246 | 562 | 23.55 | 6/24/2015 | ||||||||||
1,823 | 1,216 | 29.82 | 6/23/2016 |
Option Awards | ||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercises ($) | ||
Thomas C. McGraw | none | ─ | ||
Jim D. Black | none | ─ | ||
Anthony J. Clifford | none | ─ | ||
David A. Curtis | none | ─ | ||
Randy R. Brugioni | none | ─ |
2009 NONQUALIFIED DEFERRED COMPENSATION | |||||||||||||
Name | Executive Contribution in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | |||||||||
Thomas C. McGraw | ─ | ─ | ─ | ─ | |||||||||
Jim D. Black | ─ | $ | (25,756 | ) | ─ | $ | 134,835 | ||||||
Anthony J. Clifford | ─ | $ | (18,083 | ) | ─ | $ | 44,807 | ||||||
David A. Curtis | $ | 1,011 | $ | (1,565 | ) | ─ | $ | 7,083 | |||||
Randy R. Brugioni | $ | 2,500 | $ | 17,640 | ─ | $ | 103,791 |
(1) | It has reviewed with senior risk officers the senior executive officer (“SEO”) compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of FNB Bancorp; | |
(2) | It has reviewed with senior risk officers the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to the FNB Bancorp; and | |
(3) | It has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of FNB Bancorp to enhance the compensation of any employee. |
/s/ Lisa Angelot | ||
Lisa Angelot | ||
/s/ Michael Pacelli | ||
Michael Pacelli | ||
/s/ Edward J. Watson | ||
Edward J. Watson |
ü | Mark, sign and date your proxy card |
ü | Detach your proxy card at the perforations |
ü | Return your proxy card in the postage paid envelope provided |
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” THE FOLLOWING ITEMS: | |||||||
1. o AUTHORITY GIVEN FOR ALL nine (9) nominees listed below (except as indicated to the contrary below). | o WITHHOLD AUTHORITY to vote for all nominees listed below. | ||||||
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name in the list below: | |||||||
01. Lisa Angelot | 04. Ronald R. Barels | 07. Edward J. Watson | |||||
02. Thomas C. McGraw | 05. Merrie Turner Lightner | 08. Jim D. Black | |||||
03. Thomas G. Atwood | 06. Michael Pacelli | 09. Anthony J. Clifford | |||||
EXCEPTION __________________________________________________________________________________________ | Please Detach Here ▼ You Must Detach This ▼ Portion of the Proxy Card Before Returning in the Enclosed Envelope | ||||||
2. To approve the advisory vote on executive compensation. | o FOR | o AGAINST | o ABSTAIN | ||||
3. To ratify the appointment of MOSS ADAMS LLP as independent auditors of the Company to serve for the 2010 fiscal year. | o FOR | o AGAINST | o ABSTAIN | ||||
4. In their discretion, to transact such other business as may properly come before the meeting. | |||||||
Authorized Signature(s) | |||||||
_________________________________________________ _________________________________________________ Date: ________________, 2010 Please date and sign exactly as your name(s) appears. When signing as attorney, executor, administrator, trustee, or guardian, please give full title. If more than one trustee, all should sign. All joint owners should sign. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. I/we do __ or do not __ expect to attend this meeting. | |||||||
FNB BANCORP Proxy solicited by the Board of Directors for the Annual Meeting of Shareholders on May 19, 2010 The undersigned holder of Common Stock acknowledges receipt of a copy of the Notice of Annual Meeting of Shareholders of FNB BANCORP and the accompanying Proxy Statement dated April 16, 2010, and revoking any Proxy heretofore given, hereby constitutes and appoints Lisa Angelot, Thomas C. McGraw, and Edward J. Watson, and each of them, with full power of substitution, as attorneys and proxies to appear and vote all shares of Common Stock of FNB BANCORP, a California corporation, outstanding in the name of the undersigned which the undersigned could vote if personally present and acting at the Annual Meeting of Shareholders of FNB BANCORP, to be held at the Basque Cultural Center, 599 Railroad Avenue, South San Francisco, California, on Wednesday, May 19, 2010, at 6:30 p.m. or at any adjournments thereof, upon the following items as set forth in the Notice of Meeting and Proxy Statement and to vote according to their discretion on all matters which may be properly presented for action at the meeting or any adjournments thereof. The above-named proxy holders are hereby granted discretionary authority to cumulate votes represented by the shares covered by this Proxy in the election of directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS; “FOR” APPROVAL OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION; AND “FOR” RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP AS INDEPENDENT AUDITORS OF THE COMPANY TO SERVE FOR THE 2010 FISCAL YEAR. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED “FOR” THE ELECTION OF DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS; “FOR” APPROVAL OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION; AND “FOR” RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP AS INDEPENDENT AUDITORS OF THE COMPANY TO SERVE FOR THE 2010 FISCAL YEAR. (Continued and to be signed on other side) |