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. )
| Filed by the registrantx | |
| Filed by a party other than the registrant¨ | |
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| ¨ | Preliminary proxy statement |
| ¨ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive proxy statement |
| x | Definitive additional materials |
| ¨ | Soliciting material pursuant to § 240.14a-12 |
POAGE BANKSHARES, 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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| x | No fee required. |
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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July 13, 2015
Dear Fellow Shareholder:
Our Annual Meeting of Stockholders on July 21, 2015 is fast approaching. We ask again that you support your Board of Directors’ highly qualified nominees for director – Darryl E. Akers, Thomas P. Carver II and Daniel King III –by voting the enclosedWHITE proxy card “FOR” all three nominees. Please donot vote or return any GREEN proxy cards that you have received or will receive.
For the second year in a row, we are pleased to have received the support and vote of confidence of Institutional Shareholder Services Inc. (“ISS”), an independent research organization that evaluates director elections.ISS has issued its report recommending that stockholders vote “FOR” all of our nominees for director and not vote for the Stilwell Group’s nominee, stating that the Stilwell Group “has not demonstrated a compelling case that change at the Board level is warranted.”1
We remain committed to delivering value for your shares. In our last letter, we reported that during the quarter ended March 31, 2015, we returned over $1.2 million to shareholders by repurchasing 81,823 shares of our common stock at an average price of $14.96 per share2. We also announced recently an additional 200,000 share repurchase authorization.3 We have already repurchased shares under this new authorization.
Please vote theWHITE proxy card “FOR” all of your Board of Directors’ nominees and return it today in thereturn envelope addressed to “Proxy Tabulator Mediant Communications LLC, PO Box 8016, Cary, NC.”
____________________________
1Source: ISS Report dated July 8, 2015.
2Source: Poage Bankshares, Inc. Form 10-Q for the quarterly period ended March 31, 2015, filed with the SEC on May 15, 2015.
3Source: Poage Bankshares, Inc. Current Report on Form 8-K, filed with the SEC on June 29, 2015.
Thank you for your continued support.
Sincerely,
![[GRAPHIC MISSING]](https://capedge.com/proxy/DEFA14A/0001144204-15-042287/image_002.jpg) |  |
| Thomas P. Carver II | Ralph E. “Gene” Coffman, Jr. |
| Chairman of the Board | President and Chief Executive Officer |
Your Vote Is Important, No Matter How Many Shares You Own.
If you have any questions about how to vote your shares using theWHITE proxy card, or need additional assistance, please contact the firm assisting us in soliciting proxies:
Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, NY 11753
For shareholder questions: (888) 742-1305
For banks and brokers: (212) 933-3100
Important Information
This letter may be deemed to be solicitation material in respect of the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”). The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) and mailed to its shareholders a proxy statement in connection with the Annual Meeting (the “Proxy Statement”), and advises its shareholders to read the Proxy Statement and any and all supplements and amendments thereto because they contain important information. Shareholders may obtain a free copy of the Proxy Statement and other documents that the Company files with the SEC at the SEC’s website atwww.sec.gov. The Proxy Statement and these other documents may also be obtained upon request addressed to the Corporate Secretary, Poage Bankshares, Inc., 1500 Carter Avenue, Ashland, Kentucky 41101.
Certain Information Concerning Participants
The Company, its directors and its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Annual Meeting. Shareholders may obtain information regarding these individuals in the Proxy Statement, filed with the SEC on June 22, 2015.
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Forward-Looking Statements
This letter and other reports issued by the Company, including reports filed with the SEC, may contain “forward-looking statements” that deal with future results, expectations, plans and performance. These forward-looking statements might include one or more of the following: projections of our operating results and financial condition; descriptions of plans or objectives of management for future operations, products or services; forecasts of future economic performance; and use and descriptions of assumptions and estimates underlying or relating to such matters. Forward-looking statements can be identified by the fact they do not relate strictly to historical or current facts. They often include words such as “look-forward,” “pleased,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may”.
Forward-looking statements about the Company’s expected financial results and other plans are subject to certain risks, uncertainties and assumptions. These include, but are not limited to the following: difficulties or unexpected developments related to the integration of acquired businesses; possible legislative changes and adverse economic, business and competitive conditions and developments; deposit outflows, reduced demand for financial services and loan products; changes in accounting policies or guidelines, or in monetary and fiscal policies of the federal government; changes in credit and other risks posed by the Company’s loan portfolios; the ability or inability of the Company to manage interest rate and other risks; technological, computer-related or operational difficulties; adverse changes in securities markets; results of litigation; and the other risks detailed from time to time in the Company’s SEC filings. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. Although the Company believes its expectations are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements.
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