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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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 Decosimo, LLC as our independent registered public accounting firm for the year ended December 31, 2015; and |
3. | 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, |
![](https://capedge.com/proxy/DEF 14A/0001145443-15-001121/gordonbaird_sig2.jpg)
Gordon A. Baird Chief Executive Officer |
September 15, 2015
500 East Washington Street
Greenville, South Carolina 29601
Shareholders to be Held on November 4, 2015
shareholder 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.
• | The directors will be elected by a plurality of the votes cast at the meeting, 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 votes cast at the meeting in favor of the matter exceeds the number of votes cast against the matter. |
“Election of Directors” and “FOR” the ratification of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for 2015. We are not aware of any other matters to be considered at the meeting. However, if any other matters come before the meeting, Mr. Baird and Mr. Hipp will vote your proxy on such matters in accordance with their judgment.
ELECTION OF DIRECTORS
Gordon A. Baird | Adam G. Hurwich | |||||
Russell Echlov | Keith Stock | |||||
Alvin G. Hageman | Robert B. Willumstad | |||||
H. Neel Hipp, Jr. |
Bancorp, Inc. He has also held global management roles with AT Kearney, Capgemini, Ernst & Young and McKinsey & Company after beginning his career with BNY Mellon. He is a director of the Foreign Policy Association, a member of the Economic Club of New York, a member of the Governing Council of the Bermuda Stock Exchange (BSX), the Advisory Board of the Institute for Ethical Leadership at Rutgers University Business School, and the International Trustee Election Commission of AFS Intercultural Programs, Inc. (formerly known as the American Field Service). He is a graduate of Princeton University and received his M.B.A. from The University of Pennsylvania Wharton School. Mr. Stock’s prior service as an executive officer and director of other banks, as well as his extensive payments services experience with MasterCard, led the board to conclude that he should serve as a director as the Company implements the expansion of its business model. He has served as a director of the Company since May 2013.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
evaluate employee compensation plans in light of an assessment of any risk posed to the Company from such plans.
evaluated at regular or special meetings of the board, and may be considered at any point during the year. The compensation/nominating committee considers properly submitted shareholder recommendations for candidates. In evaluating such recommendations, the compensation/nominating committee uses the qualifications and standards discussed above and seeks to achieve a balance of knowledge, experience and capability on the board. The Company does not pay a third party to assist in identifying and evaluating candidates.
Name and Position | Year | Salary | Bonus | Option Awards | All Other Compensation | Total | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Gordon A. Baird | 2014 | $ | 360,000 | $ | — | $ | 162,653 | $ | 4,524 | (1) | $ | 527,177 | ||||||||||||||
Chief Executive Officer of the Company | 2013 | $ | 360,000 | $ | — | $ | 180,944 | $ | 804 | (1) | $ | 541,748 | ||||||||||||||
Lawrence R. Miller | 2014 | $ | 177,000 | $ | 9,500 | $ | 6,750 | $ | 21,408 | (1)(2) | $ | 214,658 | ||||||||||||||
President and Chief Executive Officer of the Bank | 2013 | $ | 160,600 | $ | — | $ | 3,629 | $ | 22,423 | (1)(2) | $ | 186,652 | ||||||||||||||
Martha L. Long | 2014 | $ | 204,000 | $ | 9,500 | $ | 14,175 | $ | 8,189 | (1)(2) | $ | 235,864 | ||||||||||||||
Chief Financial Officer of the Company and the Bank | 2013 | $ | 190,000 | $ | — | $ | 4,500 | $ | 5,558 | (1)(2) | $ | 200,058 |
(1) | Includes 401(k) 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 Bank employees on a non-discriminatory basis. |
(2) | Includes membership dues paid to country clubs, vehicle expenses, and premiums paid on additional life insurance. |
Gordon A. Baird |
Lawrence R. Miller |
Martha L. Long |
Option Awards | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Grant-date Fair Value | ||||||||||||||||||||
Exercisable | Unexercisable | (per share) | |||||||||||||||||||||
Gordon A. Baird | 375,000 | — | $ | 0.80 | 12/31/2022 | $ | 300,000 | ||||||||||||||||
750,000 | 375,000 | $ | 0.80 | 05/16/2023 | $ | 900,000 | |||||||||||||||||
Martha L. Long | 16,000 | 24,000 | $ | 0.80 | 07/16/2023 | $ | 32,000 | ||||||||||||||||
7,500 | — | $ | 1.59 | 02/05/2014 | $ | 11,925 | |||||||||||||||||
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 | |||||||||||||||||
20,000 | 30,000 | $ | 0.80 | 07/16/2023 | $ | 40,000 |
share for every share of our common stock purchased by that individual, up to a maximum of 25,000 shares. In total, we granted our initial directors and the Bank’s organizer warrants to purchase 412,500 shares of common stock exercisable until May 16, 2015. At December 31, 2014, 312,500 warrants remained outstanding. On May 16, 2015, all of these warrants expired without being exercised.
Number of securities to be issued upon exercise of outstanding options, warrants 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 (c) (excluding securities reflected in column(a)) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Plan Category | ||||||||||||||
Equity compensation plans approved by security holders | ||||||||||||||
2005 Incentive Plan(1) | 2,323,505 | $ | 1.20 | 143,215 | ||||||||||
2013 Incentive Plan(2) | 778,750 | $ | 1.11 | 2,537,720 | ||||||||||
Equity compensation plans not approved by security holders(2) | — | — | — | |||||||||||
Organizer warrants(3) | 312,500 | $ | 10.00 | — | ||||||||||
Total | 3,414,755 | $ | 1.86 | 2,680,935 |
(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. In February 2013, the board of directors adopted Amendment No. 2 to the 2005 Incentive Plan to provide that the maximum number of shares that may be issued thereunder shall be 2,466,720 and to eliminate the evergreen provision. As of the tenth anniversary of the 2005 Incentive Plan, or July 26, 2015, no new shares may be issued under such plan. As of July 26, 2015, there were 2,303,605 shares of common stock eligible to be issued upon the exercise of outstanding option awards under this plan. |
(2) | At our annual meeting of shareholders held on May 15, 2013, our shareholders approved the 2013 Incentive Plan. The 2,466,720 shares of common stock initially available for issuance under the 2013 Incentive Plan automatically increased to 2,658,970 shares on August 1, 2013, such that the number of shares available for issuance (plus the 2,466,720 shares reserved for issuance under the 2005 Incentive Plan) continued to equal 20% of our total outstanding shares on an as-diluted basis. |
(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 312,500 of shares issued pursuant to the exercise of such warrants are transferable, subject to compliance with applicable securities laws. If the OCC or other federal or state regulatory authority issues a capital directive or other order requiring the Bank to obtain additional capital, such regulator, or the Company, may require that the warrants be forfeited or immediately exercised. On May 16, 2015, all of these warrants expired without being exercised. |
Name | Common Shares Beneficially Owned(1) | Options and Warrants for Common Shares Exercisable within 60 Days of September 8, 2015 | Shares of Common Stock Issuable Upon Conversion of Series A Preferred Shares Beneficially Owned(2) | Total | Percentage of Beneficial Ownership(3) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Directors of the Company | ||||||||||||||||||||||
Gordon A. Baird | 1,072,250 | (4) | 1,312,500 | — | 2,384,750 | 10.93 | % | |||||||||||||||
Russell Echlov | — | — | 2,750,000 | (5) | 2,750,000 | 11.83 | % | |||||||||||||||
Alvin G. Hageman | 1,390,250 | (6) | 37,500 | 156,250 | 1,584,000 | 7.65 | % | |||||||||||||||
H. Neel Hipp, Jr. | 323,500 | 45,000 | — | 368,500 | 1.79 | % | ||||||||||||||||
Adam G. Hurwich | — | — | 3,062,500 | (7) | 3,062,500 | 13.00 | % | |||||||||||||||
Keith Stock | 125,000 | (8) | 20,000 | 125,000 | (9) | 270,000 | 1.31 | % | ||||||||||||||
Robert B. Willumstad | 1,250,000 | 671,875 | 312,500 | 2,234,375 | 10.40 | % | ||||||||||||||||
Named Executive Officers (Non-Directors) | ||||||||||||||||||||||
Martha L. Long | 62,500 | 35,500 | — | 98,000 | 0.48 | % | ||||||||||||||||
Lawrence R. Miller | 93,750 | 62,885 | — | 156,635 | 0.76 | % | ||||||||||||||||
Other Holders of 5% or Greater of the Company’s Common Stock | ||||||||||||||||||||||
Aequitas Capital Opportunities Fund, LP 5300 Meadows Road, Suite 400 Lake Oswego, OR 97035 | — | — | 3,062,500 | (10) | 3,062,500 | 13.00 | % | |||||||||||||||
Huntington Partners, LLLP 10 S. Wacker Drive, Suite 2675 Chicago, IL 60606 | 1,875,000 | — | — | 1,875,000 | 9.15 | % | ||||||||||||||||
Iron Road Multi-Strategy Fund LP 115 S. LaSalle, 34th Floor Chicago, IL 60603 | — | — | 312,500 | (11) | 312,500 | 1.50 | % | |||||||||||||||
Mendon Capital Master Fund Ltd. 115 S. LaSalle, 34th Floor Chicago, IL 60603 | — | — | 2,387,500 | (12) | 2,387,500 | 10.43 | % | |||||||||||||||
Mendon Capital QP LP 115 S. LaSalle, 34th Floor Chicago, IL 60603 | — | — | 362,500 | (13) | 362,500 | 1.74 | % | |||||||||||||||
Ulysses Offshore Fund, Ltd. c/o Ulysses Management LLC One Rockefeller Plaza New York, New York 10020 | — | — | 375,500 | (14) | 375,000 | 1.80 | % |
Name | Common Shares Beneficially Owned(1) | Options and Warrants for Common Shares Exercisable within 60 Days of September 8, 2015 | Shares of Common Stock Issuable Upon Conversion of Series A Preferred Shares Beneficially Owned(2) | Total | Percentage of Beneficial Ownership(3) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ulysses Partners, L.P. c/o Ulysses Management LLC One Rockefeller Plaza New York, New York 10020 | — | — | 2,687,500 | (14) | 2,687,500 | 11.59 | % | |||||||||||||||
Steven D. Hovde 968 Williamsburg Park Barrington, IL 60010 | 1,250,000 | — | — | 1,250,000 | 5.75 | % | ||||||||||||||||
All directors and executive officers of the Company as a group (9 persons) | 4,317,250 | 2,185,260 | 6,406,250 | 12,908,760 | 44.37 | % |
(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) | Each share of Series A preferred stock is convertible, at the holder’s option, into 1,250 shares of our common stock. The Series A preferred stock is also automatically converted upon the satisfaction of certain conditions. |
(3) | For each individual, this percentage is determined by assuming the named person converts all shares of Series A preferred stock which he or she beneficially owns and exercises all options and warrants which he or she has the right to acquire within 60 days, but that no other persons convert any shares of Series A preferred stock or 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 converts all shares of Series A preferred stock which he or she beneficially owns and exercises all options and warrants which he or she has the right to acquire within 60 days, but that no other persons convert any shares of Series A preferred stock or exercise any options or warrants. The calculations are based on 20,502,760 shares of common stock outstanding on September 8, 2015. |
(4) | Consists of 900,000 shares of common stock held by Baird Hageman & Co. Series 1, LLC and 172,250 shares of common stock 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 voting and investment 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 1,910 shares of Series A preferred stock, which are convertible into 2,387,500 shares of common stock, held by Mendon Capital Master Fund Ltd. and 290 shares of Series A preferred stock, which are convertible into 362,500 shares of common stock, owned by Mendon Capital QP LP. Mr. Echlov is an assistant portfolio manager with RMB Capital Management, LLC, an affiliate of Mendon Capital Master Fund Ltd. and Mendon Capital QP LP. Accordingly, Mr. Echlov may be deemed to be the beneficial owner of shares of Series A preferred stock held by Mendon Capital Master Fund Ltd. and Mendon Capital QP LP. |
(6) | Consists of 900,000 shares of common stock held by Baird Hageman & Co. Series 1, LLC and 490,250 shares of common stock individually owned by The Hageman 2013 Grantor Trust. Mr. Hageman and Gordon A. Baird are the members of the board of managers of Baird Hageman & Co., LLC and therefore share voting and investment 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. |
(7) | Consists of 300 shares of Series A preferred stock, which are convertible into 375,000 shares of common stock, held by Ulysses Offshore Fund, Ltd. and 2,150 shares of Series A preferred stock, which are convertible into 2,687,500 shares of common stock, owned by Ulysses Partners, L.P. Mr. Hurwich is a portfolio manager with Ulyssess Management LLC, the investment manager of Ulysses Offshore Fund, Ltd. and Ulysses Partners, L.P. Accordingly, Mr. Hurwich may be deemed to be the beneficial owner of shares of Series A preferred stock held by Ulysses Offshore Fund, Ltd. and Ulysses Partners, L.P. |
(8) | Consists of 125,000 shares of common stock held by First Financial Partners Fund II, LP. Mr. Stock serves as general partner for FFP Affiliates II, LP, which in turn serves as the general partner of First Financial Partners Fund II, LP. Its address is One Stamford Forum, 201 Tresser Blvd., Stamford, CT 06901. |
(9) | Consists of 100 shares of Series A preferred stock, which are convertible into 125,000 shares of common stock, held by First Financial Partners Fund II, LP. As noted above, Mr. Stock serves as general partner for FFP Affiliates II, LP, which in turn serves as the general partner of First Financial Partners Fund II, LP. |
(10) | The general partner of Aequitas Capital Opportunities Fund, LP, is Aequitas Capital Opportunities GP, LLC (“ACOF GP”), and its investment advisor is Aequitas Investment Management, LLC (“AIM”). Both ACOF GP and AIM are subsidiaries of Aequitas Capital Management, Inc. (“ACM”). Each of ACOF GP, AIM and ACM may be deemed to be beneficial owners of the 2,450 shares of Series A preferred stock, which are convertible into 3,062,500 shares of common stock, held directly by Aequitas Capital Opportunities Fund, LP. The principal address of each of the above entities is 5300 Meadows Road, Suite 400, Lake Oswego, Oregon 97035. |
(11) | The general partner of Iron Road Multi-Strategy Fund LP is Iron Road Capital Partners LLC and its investment adviser is RMB Capital Management LLC (“RMB Capital Management”). Iron Road Capital Partners LLC is owned by RMB Capital Management. RMB Capital Management is wholly-owned by RMB Capital Holdings LLC (“RMB Holdings”). Each of the foregoing may be deemed to be beneficial owners of the 250 shares of Series A preferred stock, which are convertible into 312,500 shares of common stock, held directly by Iron Road Multi-Strategy Fund LP. The principal address of each of the above entities is 115 S. LaSalle, 34th Floor, Chicago, IL 60603. |
(12) | Mendon Capital Master Fund Ltd. is owned by Mendon Capital LLC and Mendon Capital Ltd., and is managed by RMB Mendon Managers LLC and subadvised by RMB Capital Management. RMB Mendon Managers LLC is owned by Mendon Capital Advisers Corp. (“MCA”) and RMB Capital Management. RMB Capital Management is wholly-owned by RMB Capital Holdings LLC. Each of the foregoing may be deemed to be beneficial owners of the 1,910 shares of Series A preferred stock, which are convertible into 2,387,500 shares of common stock, held directly by Mendon Capital Master Fund Ltd. The principal address of each of the above entities is 115 S. LaSalle, 34th Floor, Chicago, IL 60603, except that MCA is located at 150 Allens Creek Road, Rochester, NY 14618. |
(13) | Mendon Capital QP LP (“MCQP”) is owned by Mendon Capital QP Ltd., and is managed by RMB Mendon Managers LLC and subadvised by RMB Capital Management. RMB Mendon Managers LLC is owned by MCA and RMB Capital Management. RMB Capital Management is wholly-owned by RMB Capital Holdings LLC. Each of the foregoing may be deemed to be beneficial owners of the 290 shares of Series A preferred stock, which are convertible into 362,500 shares of common stock, held directly by MCQP. The principal address of each of the above entities is 115 S. LaSalle, 34th Floor, Chicago, IL 60603, except that MCA is located at 150 Allens Creek Road, Rochester, NY 14618. |
(14) | Ulysses Management LLC, a Delaware limited liability company (“Ulysses Management”), in its capacity as investment manager, may be deemed to share voting and investment power over the shares beneficially owned by Ulysses Partners, L.P., a Delaware limited partnership (“Ulysses Partners”) and |
Ulysses Offshore Fund, Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (“Ulysses Offshore,” and collectively with Ulysses Partners, the “Ulysses Purchasers”). Joshua Nash LLC, a Delaware limited liability company (“Nash LLC”), as the managing general partner of Ulysses Partners, may be deemed to share voting and investment power over the shares beneficially owned by Ulysses Partners; and Joshua Nash, who is a United States citizen (“Mr. Nash”), as an executive of Ulysses Management, the sole member of Nash LLC and the President of Ulysses Offshore, may be deemed to share voting and investment power over the shares beneficially owned by each of Ulysses Management, Ulysses Partners and Ulysses Offshore. The address of each Ulysses Management affiliate is c/o Ulysses Management LLC, One Rockefeller Plaza, New York, New York 10020. |
• | Gordon A. Baird (CEO) filed one late report (Form 4). |
• | Robert B. Willumstad (Director) filed one late report (Form 4). |
intellectual property developed by MPIB since July 2011, market and research material, legal and regulatory analysis, customer lists, technology plans, vendor research material, pricing and financial models, term sheets and documentation, compliance material, treasury and funding models and marketing materials. Under the APA, the Company would pay MPIB $250,000 cash at closing and would agree to pay MPIB an additional $1,500,000 and to issue MPIB 1,500,000 shares of common stock conditioned upon the Company’s achievement of certain performance metrics. Specifically, these performance metrics would be met if the Company achieved (i) Cumulative Consolidated Core Net Income (as defined below) in excess of $2 million, or (ii) Cumulative aggregate consolidated Gross Revenues of net interest income and non-interest revenues in excess of $8 million for any consecutive five quarterly periods and the Company’s average market capitalization for the 30 day period immediately prior to the Deferred Purchase Price Trigger Event exceeds $50 million. “Cumulative Consolidated Core Net Income” means the sum of the Company’s and its subsidiaries’ net income before other comprehensive income determined in accordance with GAAP consistently applied as reported in the Company’s 10-Q and 10-K filings with the SEC. For the avoidance of doubt, Cumulative Consolidated Core Net Income shall exclude (i) net losses, if any, before other comprehensive income of the Company, (ii) unrealized gains or loss on investment securities available for sale (iii) gains or loss from goodwill, and (iv) gains or loss from extraordinary nonrecurring items as reported on the Company’s financials. “Cumulative consolidated gross revenues of net interest income and non-interest revenues” means the gross revenues of the Company from both net interest income and non-interest income, calculated on a consolidated basis with all subsidiaries, cumulated each quarter for the period beginning in the period of the Closing, and measured at the end of each calendar quarter thereafter determined in accordance with GAAP consistently applied as reported in the Company’s 10-Q and 10-K filings with the SEC.
Years Ended December 31, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2014 | 2013 | ||||||||||
Audit Fees | $ | 101,600 | $ | 73,500 | |||||||
Audit-Related Fees | 18,360 | 3,750 | |||||||||
Tax Fees | 14,090 | 14,275 | |||||||||
All Other Fees | — | — | |||||||||
Total | �� | $ | 134,050 | $ | 91,525 |
30 and 60 days prior to the annual meeting; provided, however, that if less than 31 days’ notice of the meeting is given to shareholders, the notice must be delivered within 10 days following the day on which notice of the meeting was mailed to shareholders.
PROXY SOLICITED FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF INDEPENDENCE BANCSHARES, INC.
TO BE HELD ON NOVEMBER 4, 2015
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 Harvard Club, 35 West 44th Street, New York, New York, on November 4, 2015 at 2:00 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 and 2.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 | H. Neel Hipp, Jr. | Keith Stock | |
Russell Echlov | Adam G. Hurwich | Robert B. Willumstad | |
Alvin G. Hageman |
¨
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 ratify the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ended December 31, 2015.
¨ FOR
¨ AGAINST
¨ ABSTAIN
3.
At their discretion upon such other matters as may properly come before the meeting.
Dated: ____________________________________, 2015
Dated: ____________________________________, 2015
______________________________________________
Signature of Shareholder(s)
______________________________________________
Signature of Shareholder(s)
______________________________________________
Please print name clearly
______________________________________________
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.
PROXY SOLICITED FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF INDEPENDENCE BANCSHARES, INC.
TO BE HELD ON NOVEMBER 4, 2015
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 convertible preferred stock, Series A of Independence Bancshares, Inc. that the undersigned would be entitled to vote at the Annual Meeting of Shareholders to be held at The Harvard Club, 35 West 44th Street, New York, New York on November 4, 2015 at 2:00 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 and 2.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 | H. Neel Hipp, Jr. | Keith Stock | |
Russell Echlov | Adam G. Hurwich | Robert B. Willumstad | |
Alvin G. Hageman |
¨
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 ratify the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ended December 31, 2015.
¨ FOR
¨ AGAINST
¨ ABSTAIN
3.
At their discretion upon such other matters as may properly come before the meeting.
Dated: ____________________________________, 2015
Dated: ____________________________________, 2015
______________________________________________
Signature of Shareholder(s)
______________________________________________
Signature of Shareholder(s)
______________________________________________
Please print name clearly
______________________________________________
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.