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
(Amendment No. 1)
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material Pursuant to§240.14a-12
BAYLAKE CORP. |
(Name of Registrant as Specified In Its Charter) |
|
|
(Name of Person(s) Filing Proxy Statement |
if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies: |
|
|
|
| (2) | Aggregate number of securities to which transaction applies: |
|
|
|
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 |
|
|
|
| (4) | Proposed maximum aggregate of transaction: |
|
|
|
| (5) | Total fee paid: |
|
|
|
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 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.
| (1) | Amount Previously Paid: |
|
|
|
| (2) | Form, Schedule or Registration Statement No.: |
|
|
|
| (3) | Filing Party: |
|
|
|
| (4) | Date Filed: |
|
|
|
2
Explanatory Note
The purpose of this amendment to the definitive proxy statement on Schedule 14A (“Proxy Statement”) of Baylake Corp. as previously filed with the Securities and Exchange Commission on April 28, 2011, is to add information inadvertently excluded from page 6 of the Proxy Statement with respect to the description of one of the continuing Class III Directors, Mr. Paul J. Sturm.
The supplemental information is reflected in the attached document, which shall supersede the description of the continuing Class III Directors appearing on page 6 of the Proxy Statement previously filed and the form of proxy attached thereto.
3
|
|
|
| Class III Directors (Terms expire in 2013) |
|
|
|
|
|
|
|
|
|
Roger G. Ferris |
| 68 |
| Retired, insurance industry The Board of Directors benefits from the substantial senior management experience and financial expertise that Mr. Ferris obtained as President of Aon Risk Services of Wisconsin. He is an experienced director of the Company and is a valuable member of the Executive Committee, Director Loan Committee, Director Trust and Wealth Services Committee, and Nominating Committee, providing him with important insight into the business of Baylake and the markets in which it competes. |
| 1998 |
|
|
|
|
|
|
|
Thomas L. Herlache |
| 68 |
| Retired, previously Chairman of Baylake and Baylake Bank; previously Chief Executive Officer of Baylake and Chief Executive Officer and Trust Officer of Baylake Bank; currently Director and Chairman of Federal Home Loan Bank of Chicago. Mr. Herlache’s extensive experience with Baylake, including his former role as its President and Chief Executive Officer, has given him an in-depth knowledge of all aspects of Baylake’s business and the banking industry. His membership on the Executive Committee, Director Loan Committee, Audit, Legal and Compliance Committee, Personnel and Compensation Committee and Nominating Committee provide him with a deep understanding of the business of Baylake and provides continuity to the Board as a whole. |
| 1977 |
|
|
|
|
|
|
|
Louis J. (Rick) Jeanquart |
| 60 |
| President, Founder and Chairman of the Board of Just In Time Corporation. The Board of Directors benefits from Mr. Jeanquart’s experience in the business and manufacturing communities and from his understanding of Baylake’s markets. In addition, Mr. Jeanquart adds to the Board his significant experience as a business owner and manager and serves on the Director Loan Committee. |
| 2010 |
|
|
|
|
|
|
|
Paul J. Sturm |
| 59 |
| Attorney associated with Omholt & Forsythe, S.C. (attorney at law). Mr. Sturm brings to the Board of Directors substantial experience in the legal and business communities, and this experience has provided him with significant and valuable business and financial expertise. He is an experienced director of Baylake and is a valuable member of the Director Loan Committee, Personnel and Compensation Committee, and Director Trust and Wealth Services Committee, providing him with important insight into the business of Baylake and the markets in which it competes. |
| 1998 |
4
