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
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¨ Definitive Proxy Statement
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Independence Bancshares, Inc.
(Name of Registrant as Specified in Its Charter)
_________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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500 East Washington Street
Greenville, South Carolina 29601
1. | To elect seven nominees to serve on our board of directors; |
2. | To ratify the appointment of Elliott Davis, our independent registered public accounting firm; |
3. | To approve an amendment to Article Three of our Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 300,000,000 shares (the “Amendment”); |
4. | To approve the Independence Bancshares, Inc. 2013 Equity Incentive Plan (the “2013 Incentive Plan”); |
5. | To approve the compensation of our named executive officers (this is a non-binding, advisory vote) (“Say-on-Pay”); |
6. | To approve a non-binding resolution to determine whether shareholders should vote on Say-on-Pay proposals every one, two, or three years (“Say-on-Frequency”); |
7. | To grant the chairperson of the meeting the authority to adjourn or postpone the meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the meeting to adopt the Amendment (the “Adjournment Proposal”); and |
8. | To transact any other business that may properly come before the meeting or any adjournment of the meeting. |
By order of the board of directors, | ||||||
Gordon A. Baird, Chief Executive Officer |
March 28, 2013
500 East Washington Street
Greenville, South Carolina 29601
Shareholders to be Held on May 15, 2013
• | The directors will be elected by a plurality of the votes of the shares present or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the nominees receiving the highest number of votes will be elected as directors up to the maximum number of directors to be elected at the meeting. |
• | The appointment of our independent registered public accounting firm will be ratified if the number of shares of common stock voted in favor of the matter exceeds the number of shares voted against the matter. |
• | Approval of the Amendment will require the affirmative vote of the holders of two-thirds of our outstanding shares of common stock as of the record date. |
• | Approval of the 2013 Equity Incentive Plan will require that the number of shares of common stock voted in favor of the matter exceeds the number of shares voted against the matter. |
• | The Say-on-Pay proposal will be considered resolved if the number of shares of common stock voted in favor of the matter exceeds the number of shares of common stock voted against the matter.This is an advisory vote and will not be binding upon our board of directors. However, the board of directors and the compensation/nominating committee will take into account the outcome of the vote when considering future executive compensation arrangements. |
• | The frequency of the advisory vote on the non-binding resolution to approve the compensation of our named executive officers receiving the greatest number of votes (either every three years, every two years, or every year) will be the frequency that our shareholders recommend. |
• | Approval of the Adjournment proposal will require that the number of shares of common stock voted in favor of the matter exceeds the number of shares voted against the matter. |
shareholder of record, you may not vote these shares in person at the meeting unless you obtain a signed proxy from theshareholder of record giving you the right to vote the shares. Your broker, bank or other nominee has enclosed or provided a voting instruction card for you to use to direct your broker, bank or other nominee how to vote these shares.
ELECTION OF DIRECTORS
Gordon A. Baird | A. Alexander McLean, III | |||||
Alvin G. Hageman* | Keith Stock* | |||||
John B. Helmers* | Robert B. Willumstad* | |||||
H. Neel Hipp, Jr. | ||||||
* Subject to regulatory approval. |
Mr. Baird’s extensive knowledge of transaction services banks led the board to conclude that he should serve as a director as the Company explores the expansion of its business model.
financial services experience, as well as his ties to the Greenville community, led the board to conclude that he should serve as a director.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AMENDMENT OF ARTICLE THREE OF OUR ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 100,000,000 SHARES TO 300,000,000 SHARES
without further action by our shareholders, unless shareholder approval is required by applicable law or securities exchange listing requirements in connection with a particular transaction.
As of December 31, 2012 | If the Amendment is Adopted | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Shares of common stock authorized | 100,000,000 | 300,000,000 | ||||||||
Shares of common stock issued and outstanding | 19,733,760 | 19,733,760 | ||||||||
Shares of common stock reserved for issuance1 | 5,270,940 | 5,270,940 | ||||||||
Shares of common stock available for future issuance | 74,920,300 | 274,920,300 |
1 | Reserved for issuance under stock warrants (337,500) or current or future equity awards (4,933,440). |
issuance of any preferred stock with voting or conversion rights may adversely affect the voting power of the holders of common stock, and such issuances could have the effect of decreasing the market price of the common stock. We do not currently have any shares of preferred stock outstanding.
APPROVAL OF THE INDEPENDENCE BANCSHARES, INC. 2013 EQUITY INCENTIVE PLAN
such shares of stock. We have the right to deduct, in connection with all awards, any taxes required by law to be withheld and to require any payments required to enable it to satisfy our withholding obligations. We will generally be allowed an income tax deduction equal to the ordinary income recognized by the participant at the time of such recognition.
ADVISORY, NON-BINDING VOTE ON COMPENSATION OF
NAMED EXECUTIVE OFFICERS
ADVISORY, NON-BINDING VOTE ON FREQUENCY OF
APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS
APPROVAL OF POTENTIAL ADJOURNMENT OR POSTPONEMENT OF THE ANNUAL MEETING
Name and Position | Year | Salary | Bonus | Option Awards | All Other Compensation | Total | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Gordon A. Baird | 2012 | $ | — | $ | — | $ | — | $ | 250,000 | (4) | $ | 250,000 | ||||||||||||||
Chief Executive Officer of the Company(1) | 2011 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Lawrence R. Miller | 2012 | $ | 160,600 | $ | — | $ | — | $ | 13,749 | (3,4) | $ | 174,349 | ||||||||||||||
President and Chief Executive Officer of the Bank(1) | 2011 | $ | 160,600 | $ | — | $ | — | $ | 9,651 | (3,4) | $ | 170,251 | ||||||||||||||
Martha L. Long | 2012 | $ | 113,333 | $ | — | $ | — | $ | 59,232 | (3,4) | $ | 172,565 | ||||||||||||||
Chief Financial Officer of the Bank(2) | 2011 | $ | — | $ | — | $ | — | $ | 60,380 | (4) | $ | 60,380 | ||||||||||||||
E. Fred Moore | 2012 | $ | 119,300 | $ | — | $ | — | $ | 2,771 | (3) | $ | 122,071 | ||||||||||||||
Executive Vice President and Chief Credit Officer of the Company and the Bank | 2011 | $ | 119,300 | $ | — | $ | — | $ | 1,423 | (3) | $ | 120,723 |
(1) | Effective as of December 31, 2012, Mr. Baird joined the Company as its chief executive officer, and Lawrence R. Miller stepped down from this role. Mr. Miller continues in his role as the Bank’s chief executive officer. |
(2) | On August 16, 2012, Ms. Long was named as the Bank’s chief financial officer. Ms. Long previously assisted the Bank with financial accounting matters as an independent contractor beginning in June 2011. |
(3) | Includes 401K matching contributions, excess premiums for life insurance at two times salary and premiums for long-term and short-term disability insurance policies. All of these benefits are provided to all full time employees on a nondiscriminatory basis. |
(4) | Includes membership dues paid to country clubs, vehicle expenses, and premiums paid on additional life insurance. For Mr. Baird and Ms. Long, this also includes payments made as contractors. |
Option Awards | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Unexercised Options | Option Price | Options Expiration Date | Grant-date Fair Value | ||||||||||||||||||||
Exercisable | Unexercisable | (per share) | |||||||||||||||||||||
Gordon A. Baird | 375,000 | — | $ | 0.80 | 12/31/2012 | $ | 300,000 | ||||||||||||||||
Lawrence R. Miller | 15,000 | — | $ | 10.00 | 07/26/2015 | $ | 61,650 | ||||||||||||||||
13,500 | — | $ | 10.00 | 04/11/2017 | $ | 57,375 | |||||||||||||||||
14,385 | — | $ | 10.50 | 01/23/2018 | $ | 57,396 | |||||||||||||||||
E. Fred Moore | 5,000 | — | $ | 10.00 | 04/12/2016 | $ | 21,500 | ||||||||||||||||
8,000 | — | $ | 10.00 | 04/11/2017 | $ | 34,000 | |||||||||||||||||
8,885 | — | $ | 10.50 | 01/23/2018 | $ | 35,451 |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (c) (excluding securities reflected in column(a)) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | |||||||||||||
Plan Category | ||||||||||||||
Equity compensation plans approved by security holders 2005 Incentive Plan(1) | 473,505 | $ | 2.75 | 1,993,215 | ||||||||||
Equity compensation plans not approved by security holders(2) | 2,466,720 | |||||||||||||
Organizer warrants(3) | 337,500 | $ | 10.00 | — | ||||||||||
Total | 811,005 | $ | 5.77 | 4,459,935 |
(1) | At our annual meeting of shareholders held on May 16, 2006, our shareholders approved the 2005 Incentive Plan. The 260,626 of shares of common stock initially available for issuance under the 2005 Incentive Plan automatically increased to 2,466,720 shares on December 31, 2012, such that the number of shares available for issuance continued to equal 12.5% of our total outstanding shares. |
(2) | In February 2013, our board of directors adopted the 2013 Incentive Plan pursuant to which 2,466,720 shares of common stock may be issued. Our board of directors intends to submit the 2013 Incentive Plan to the shareholders of the Company for their consideration at the 2013 annual shareholders’ meeting. |
(3) | Each of our organizers received, for no additional consideration, a warrant to purchase one share of common stock for $10.00 per share for each share purchased during our initial public offering up to a maximum of 25,000 warrants. The warrants are represented by separate warrant agreements. The warrants vested six months from the date our Bank opened for business, or May 16, 2005, and they are exercisable in whole or in part until May 16, 2015. The warrants may not be assigned, pledged, or hypothecated in any way. The 337,500 of shares issued pursuant to the exercise of such warrants are transferable, subject to compliance with applicable securities laws. If the South Carolina Board of Financial Institutions or the FDIC issues a capital directive or other order requiring the Bank to obtain additional capital, the warrants will be forfeited, if not immediately exercised. |
additional shares of common stock so that the number of shares of common stock available for issuance under the 2013 Incentive Plan (plus the 2,466,720 shares reserved for issuance under the 2005 Incentive Plan) continues to equal 20% of the Company’s total outstanding shares, assuming all shares under the 2005 Incentive Plan and the 2013 Incentive Plan are exercised.
Name | Number of Shares Owned(1) | Right to Acquire(2) | Percentage of Beneficial Ownership(3) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Directors and Officers | ||||||||||||||
Robert M. Austell | 87,500 | 25,000 | 0.57 | % | ||||||||||
Gordon A. Baird(4) | 406,250 | 375,000 | 3.89 | % | ||||||||||
John W. Burnett, Sr. | 115,600 | 25,000 | 0.71 | % | ||||||||||
Schaefer M. Carpenter | 4,125 | 20,885 | 0.13 | % | ||||||||||
Billy J. Coleman | 219,000 | 25,000 | 0.25 | % | ||||||||||
Jose De Ocampo | 25,100 | 25,000 | 2.37 | % | ||||||||||
Alvin G. Hageman(5) | 1,156,250 | — | 5.86 | % | ||||||||||
John B. Helmers | 625,000 | — | 3.17 | % | ||||||||||
H. Neel Hipp, Jr. | 315,500 | 25,000 | 1.72 | % | ||||||||||
Paul P. Lam,organizer | 226,500 | 25,000 | 1.27 | % | ||||||||||
Martha L. Long | 62,500 | — | 0.32 | % | ||||||||||
William R. Mathis | 25,100 | 25,000 | 0.25 | % | ||||||||||
A. Alexander McLean, III | 215,000 | 5,000 | 1.11 | % | ||||||||||
Lawrence R. Miller | 87,500 | 55,385 | 0.72 | % | ||||||||||
E. Fred Moore | 4,125 | 21,885 | 0.13 | % | ||||||||||
Sudhirkumar C. Patel | 88,500 | 25,000 | 0.57 | % | ||||||||||
Hasmukh P. Rama | 226,500 | 25,000 | 1.27 | % | ||||||||||
Donald H. Rex, Jr. | 34,250 | 5,000 | 0.20 | % | ||||||||||
Keith Stock | 125,000 | — | 0.63 | % | ||||||||||
Charles D. Walters | 125,000 | 25,000 | 0.63 | % | ||||||||||
Roger W. Walters | 107,500 | 25,000 | 0.67 | % | ||||||||||
Robert B. Willumstad | 1,250,000 | — | 6.33 | % | ||||||||||
Vivian A. Wong | 179,000 | 25,000 | 1.03 | % | ||||||||||
All directors and executive officers as a group (23 persons) | 5,710,800 | 783,155 | 31.65 | % |
(1) | Includes shares for which the named person has sole voting and investment power, has shared voting and investment power with a spouse, or holds in an IRA or other retirement plan program, unless otherwise indicated in these footnotes. |
(2) | Includes shares that may be acquired within 60 days of the date of this proxy statement by exercising vested stock options and warrants but does not include any unvested stock options or warrants. Each of our directors, with the exception of A. Alexander McLean, III and Donald H. Rex, Jr., and Paul P. Lam served as organizers of our Bank. Each of these organizing directors and Mr. Lam received a warrant to purchase one share of common stock at a purchase price of $10.00 per share for every share purchased by that individual, up to a maximum of 25,000 warrants, in our initial public offering as compensation |
for the risks taken in forming the Bank, including their personal guarantees of the original line of credit. These warrants cover an aggregate of 337,500 shares and are exercisable until May 16, 2015. A. Alexander McLean, III and Donald H. Rex, Jr. each received 5,000 stock options on July 22, 2008 as discussed under “Director Compensation” above. |
(3) | For each individual, this percentage is determined by assuming the named person exercises all options and warrants which he or she has the right to acquire within 60 days, but that no other persons exercise any options or warrants. For the directors and executive officers as a group, this percentage is determined by assuming that each director and executive officer exercises all options and warrants which he or she has the right to acquire within 60 days, but that no other persons exercise any options or warrants. The calculations are based on 19,733,760 shares of common stock outstanding on December 31, 2012. |
(4) | Consists of 900,000 shares held by Baird Hageman & Co. Series 1, LLC and 172,250 shares individually owned by Gordon A. Baird. Mr. Baird and Alvin G. Hageman are the members of the board of managers of Baird Hageman & Co., LLC and therefore share investment and voting power over the shares. The foregoing is not an admission by Mr. Baird that he is the beneficial owner of the shares held by Baird Hageman & Co., LLC. The address of Baird Hageman & Co., LLC is c/o Baird Hageman & Co., LLC, 33 Christie Hill Road, Darien, CT 06820. |
(5) | Consists of 900,000 shares held by Baird Hageman & Co. Series 1, LLC and 490,250 shares individually owned by Alvin G. Hageman. Mr. Hageman and Gordon A. Baird are the members of the board of managers of Baird Hageman & Co., LLC and therefore share investment and voting power over the shares. The foregoing is not an admission by Mr. Hageman that he is the beneficial owner of the shares held by Baird Hageman & Co., LLC. The address of Baird Hageman & Co., LLC is c/o Baird Hageman & Co., LLC, 33 Christie Hill Road, Darien, CT 06820. |
Name | Number of Shares Owned | Right to Acquire | Percentage of Beneficial Ownership | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner* | ||||||||||||||
Hunington Partners, LLLP | 1,875,000 | — | 9.50 | % | ||||||||||
10 S. Wacker Drive, Suite 2675 Chicago, IL 60606 | ||||||||||||||
Steven D. Hovde | 1,250,000 | — | 6.33 | % | ||||||||||
968 Williamsburg Park Barrington, IL 60010 |
* | Other than those included in the directors and officers table above. |
• | Late filing of Form 4 for Director Hipp that has since been filed. |
• | Late filing of Form 3 for Martha L. Long to report status as chief financial officer of the Bank that has since been filed. |
• | Late filing of Form 4 for Directors Rex and Austell that has since been filed. |
Years Ended December 31, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2012 | 2011 | ||||||||||
Audit Fees | $ | 56,500 | $ | 53,750 | |||||||
Audit-Related Fees | 8,500 | 3,200 | |||||||||
Tax Fees | 12,945 | 6,725 | |||||||||
All Other Fees | |||||||||||
Total | $ | 77,945 | $ | 63,675 |
AUTHORIZED SHARES OF THE COMPANY’S COMMON STOCK
providing for such Reorganization (any Reorganization which satisfies all of the criteria specified in (1), (2) and (3) above will be deemed to be a “Non-Control Transaction”).
equity interests in similar corporations which can be readily determined through objective means (such as through trading prices on an established securities market or an amount paid in an arm’s length private transaction), and other relevant factors such as control premiums or discounts for lack of marketability. For purposes of the foregoing, a valuation prepared in accordance with any of the methods set forth in Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(2), consistently used, shall be rebuttably presumed to result in a reasonable valuation. This paragraph is intended to comply with the definition of “fair market value” contained in Treasury Regulation Section 1.409A-1(b)(5)(iv) and should be interpreted consistently therewith.
peer group or industry index, as well as over a 1-year or multi-year period. In any event, the Administrator shall have the authority to adjust any Performance Goal for unusual or non-recurring events in any manner permitted under Section 162(m) of the Code.
Common Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common stock subject or paid with respect to an Award.
compensation under Section 162(m) of the code, or (ii) if such action shall cause any Award hereunder which is or becomes subject to Section 409A of the Code to fail to comply with the requirements of Section 409A of the Code.
exercised for a period of 90 days following termination of employment or service. If, and to the extent that, after termination of employment or service, the Participant does not exercise his or her Option within the applicable time stated above, the unexercised Option shall terminate.
condition of the exercise of any Option, (y) the Company may withhold vested whole shares of Common Stock deliverable upon exercise of an Option or vesting of the Restricted Stock to satisfy (in whole or in part) the amount, if any, that the Company or any Subsidiary is required to withhold for taxes;provided,however, that the amount of shares of Common Stock so withheld shall have a Fair Market Value (as of the withholding date) that is not in excess of the amount determined by the Company to be equal to the applicable minimum statutorily required withholding tax payments, and (z) the Company shall have the right to deduct from any payment of any kind otherwise due to a Participant up to an amount equal to any federal, state or local taxes of any kind required by law to be withheld in connection with the granting, vesting or exercise of an Award (not to exceed the amount determined by the Company to be the applicable minimum statutorily required withholding tax payments). Upon request, the Participant shall reimburse the Company for any taxes that the Company withholds that are not otherwise reimbursed as contemplated above in this Section 13(d).
otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to such Participant in a lump sum as soon as practicable, but in no event later than 60 calendar days, following such expired period, and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein.
500 East Washington Street
Greenville, SC 29601
Attn: Martha L. Long, Chief Financial Officer
By: /s/ Gordon A. Baird | ||||||
Name: Gordon A. Baird | ||||||
Title: CEO |
Charter of the Compensation/Nominating Committee
of the Board of Directors
• | Bobby Austell |
• | John W. Burnett |
• | Bill Coleman |
• | H. Neel Hipp, Jr. (Chairman) |
• | Vivian A. Wong |
members shall serve until their resignation, retirement, or removal by the Board. No member of the Committee shall be removed except by majority vote of the independent directors of the Board.
1. | The Committee has the responsibility and authority to recommend to the Board qualifications for nominees to the Board and the criteria and procedures for the evaluation of candidates for nomination to the Board. This Policy has been recommended by the Committee and approved by the Board. |
(a) | Director Qualifications |
(i) | The highest ethics, integrity, and values; |
(ii) | An outstanding personal and professional reputation; |
(iii) | Professional experience that adds to the mix of the Board as a whole; |
(iv) | The ability to exercise sound independent business judgment; |
(v) | Freedom from conflicts of interest; |
(vi) | Demonstrated leadership skills; |
(vii) | The willingness and ability to devote the time necessary to perform the duties and responsibilities of a Director; and |
(viii) | Relevant expertise and experience, and the ability to offer advice and guidance to the chief executive officer based on that expertise and experience. |
(b) | Evaluation of Director Candidates |
(i) | Whether the candidate possesses the qualities described above; |
(ii) | Whether the candidate possesses significant contacts within our market area and the ability to generate additional business for the Company; |
(iii) | Whether the candidate qualifies as an independent director under the Company’s guidelines; |
(iv) | The extent to which the candidate contributes to the diversity of the Board in terms of background, specialized experience, age, and race; |
(v) | The candidate’s management experience in complex organizations and experience in the dealing with complex business problems; |
(vi) | The candidate’s other commitments, such as employment and other board positions; and |
(vii) | Whether the candidate would qualify under the Company’s guidelines for membership on the Audit Committee or the Compensation/Nominating Committee. |
2. | In conjunction with the Chief Executive Officer, review the Chief Executive Officer’s mission and objectives and consider succession for the Chief Executive Officer and other senior executives, officers, and business unit managers. |
3. | Conduct an annual evaluation of the performance of the Chief Executive Officer and other senior executives, officers, and business unit managers. |
4. | Review and approve compensation, including grants, awards, and bonuses under inventive compensation plans, and employee benefit plans and changes thereto, including, as appropriate: |
• | compensation levels of the Chief Executive Officer, other executive officers, and the management group, for all of which the approval of the Committee shall be required; |
• | contracts of employment or related contracts with directors who are executive officers; |
• | restricted stock plan awards; |
• | grants of stock options; |
• | management bonuses; |
• | key employee compensation awards; |
• | employee bonuses; |
• | changes in benefit plans; |
• | terms of any compensation package in the event of early termination of the contract of any director who is an executive officer; and |
• | severance programs. |
5. | Review and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans. |
6. | Review with management the Company’s compensation and benefits related to SEC reporting prior to filing or distribution. The Chair of the Committee may represent the entire Committee for purposes of this review. |
7. | Review and reassess the adequacy of this Charter at least annually and submit this Charter to the Board for approval. |
8. | Perform any other activities consistent with this Charter, the Company’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate. |
9. | Maintain minutes of meetings and periodically report to the Board on significant results of the foregoing activities. |
10. | Review and evaluate the performance of the Committee and the independence of its members at least annually. |
PROXY SOLICITED FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF INDEPENDENCE BANCSHARES, INC.
TO BE HELD ON MAY 15, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Gordon A. Baird and H. Neel Hipp, Jr., and each of them, his or her true and lawful agents and proxies with full power of substitution in each, to represent and vote, as indicated below, all of the shares of common stock of Independence Bancshares, Inc. that the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held at The Poinsett Club, Greenville, South Carolina, on May 15, 2013 at 4:00 p.m. local time, and at any postponement or adjournment, upon the matters described in the accompanying Notice of Annual Meeting of Shareholders, receipt of which is acknowledged. These proxies are directed to vote on the matters described in the Notice of Annual Meeting of Shareholders and Proxy Statement as follows:
This 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” Proposals 1-5 and 7, and for a frequency of three years for Proposal 6 listed below.. This proxy also delegates discretionary authority to the proxies to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof. The undersigned also hereby ratifies all that the attorneys and proxies may do by virtue hereof and hereby confirms that this proxy shall be valid and may be vested whether or not the shareholder’s name is signed as set forth below or a seal is affixed or the description, authority or capacity of the person signing is given or other defect of signature exists.
1.
PROPOSAL ONE to elect seven nominees to serve on our board of directors.
Gordon A. Baird | A. Alexander McLean, III |
Alvin G. Hageman | Keith Stock |
John M. Helmers | Robert B. Willumstad |
H. Neel Hipp, Jr. |
|
¨
FOR all nominees
¨
WITHHOLD AUTHORITY
listed (except as marked to
to vote for all nominees
the contrary)
(INSTRUCTION: To withhold authority to vote for any individual nominee(s), write that nominee’s name(s) in the space provided below.)
2.
PROPOSAL TWO to ratifythe appointment of Elliott Davis, LLC as our independent registered public accountingfirm for the year ending December 31, 2012.
¨ FOR
¨ AGAINST
¨ ABSTAIN
3.
PROPOSAL THREE to approve an amendment to Article Three of our Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 300,000,000 shares.
¨ FOR
¨ AGAINST
¨ ABSTAIN
4.
PROPOSAL FOUR to approve the Independence Bancshares, Inc. 2013 Equity Incentive Plan.
¨ FOR
¨ AGAINST
¨ ABSTAIN
5.
PROPOSAL FIVE to approve the compensation of our named executive officers as disclosed in the accompanying proxy statement (this is a non-binding advisory vote).
¨ FOR
¨ AGAINST
¨ ABSTAIN
6.
PROPOSAL SIX to approve the frequency of the vote on compensation of our named executive officers (this is a non-binding advisory vote).
¨ ONE YEAR ¨ TWO YEARS ¨ THREE YEARS ¨ ABSTAIN
7.
PROPOSAL SEVEN to grant the chairperson of the meeting the authority to adjourn or postpone the meeting, if necessary, in order to solicit additional proxies in the event that there are not sufficient affirmative votes present at the meeting to adopt the Amendment.
¨ FOR
¨ AGAINST
¨ ABSTAIN
8.
At their discretion upon such other matters as may properly come before the meeting.
Dated: ___________________________, 2013
Dated: ___________________________, 2013
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Signature of Shareholder(s)
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Signature of Shareholder(s)
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Please print name clearly
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Please print name clearly
Please sign exactly as name or names appear on your stock certificate. Where more than one owner is shown on your stock certificate, each owner should sign. Persons signing in a fiduciary or representative capacity shall give full title. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.